8-K - PM - Equibles

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): January 25, 2023

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-33708	13-3435103
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
677 Washington Blvd, Ste. 1100	Stamford	Connecticut	06901
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(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (203) 905-2410

(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	PM	New York Stock Exchange
2.625% Notes due 2023	PM23	New York Stock Exchange
2.125% Notes due 2023	PM23B	New York Stock Exchange
3.600% Notes due 2023	PM23A	New York Stock Exchange		2.875% Notes due 2024	PM24	New York Stock Exchange
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2.875% Notes due 2024	PM24C	New York Stock Exchange
0.625% Notes due 2024	PM24B	New York Stock Exchange
3.250% Notes due 2024	PM24A	New York Stock Exchange
2.750% Notes due 2025	PM25	New York Stock Exchange
3.375% Notes due 2025	PM25A	New York Stock Exchange
2.750% Notes due 2026	PM26A	New York Stock Exchange
2.875% Notes due 2026	PM26	New York Stock Exchange
0.125% Notes due 2026	PM26B	New York Stock Exchange
3.125% Notes due 2027	PM27	New York Stock Exchange
3.125% Notes due 2028	PM28	New York Stock Exchange
2.875% Notes due 2029	PM29	New York Stock Exchange
3.375% Notes due 2029	PM29A	New York Stock Exchange
0.800% Notes due 2031	PM31	New York Stock Exchange
3.125% Notes due 2033	PM33	New York Stock Exchange
2.000% Notes due 2036	PM36	New York Stock Exchange
1.875% Notes due 2037	PM37A	New York Stock Exchange
6.375% Notes due 2038	PM38	New York Stock Exchange
1.450% Notes due 2039	PM39	New York Stock Exchange
4.375% Notes due 2041	PM41	New York Stock Exchange
4.500% Notes due 2042	PM42	New York Stock Exchange
3.875% Notes due 2042	PM42A	New York Stock Exchange
4.125% Notes due 2043	PM43	New York Stock Exchange
4.875% Notes due 2043	PM43A	New York Stock Exchange
4.250% Notes due 2044	PM44	New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company	☐
---	---		If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐
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Item 1.01.	Entry into a Material Definitive Agreement.
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On January 25, 2023, Philip Morris International Inc. (“PMI”) entered into an agreement, effective as of January 31, 2023, to amend and extend the term of its existing $1.75 billion 364-day revolving credit facility, dated as of February 12, 2013 (as amended or modified from time to time, the “Credit Agreement”), with each lender named therein, and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (the “Amendment and Extension Agreement”). The Amendment and Extension Agreement extends the expiration date of the Credit Agreement from January 31, 2023 to January 30, 2024, pursuant to Section 2.19 of the Credit Agreement, and amends the Credit Agreement to revise certain provisions relating to the Secured Overnight Financing Rate ("SOFR")-based interest rate. Except as set forth in the Amendment and Extension Agreement, the terms and conditions of the Credit Agreement remain in full force and effect.

Some of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for PMI, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement are underwriters of certain of PMI’s note issuances. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders under the Credit Agreement and their affiliates. In addition, certain of the lenders under the Credit Agreement, and their respective affiliates, act as dealers in connection with PMI’s commercial paper programs.

The descriptions above of the Amendment and Extension Agreement are summarized and are qualified in their entirety by reference to the full text of the Amendment and Extension Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference. The Credit Agreement was previously filed as Exhibit 10.1 to PMI’s Current Report on Form 8-K (File No. 1-33708), filed with the Securities and Exchange Commission on February 15, 2013.

Item 7.01.	Regulation FD Disclosure.

On January 29, 2023, PMI issued a press release announcing a long-term collaboration agreement with KT&G, South Korea's leading tobacco and nicotine manufacturer. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.

| Item 9.01. | Financial Statements and Exhibits. | | --- | --- || (d) | Exhibits. | | --- | --- || 10.1 | Amendment and Extension Agreement, dated as of January 25, 2023, among PMI, the lenders named therein, and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent.* | | --- | --- | | 99.1 | Philip Morris International Inc. Press Release, dated January 29 , 2023 (furnished pursuant to Item 7.01). | | --- | --- | | 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101) | | --- | --- |

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* Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request.

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/ DARLENE QUASHIE HENRY
Name:	Darlene Quashie Henry
Title:	Vice President, Associate General Counsel & Corporate Secretary

Date: January 30, 2023

Document

Exhibit 10.1

Execution Version

AMENDMENT AND EXTENSION AGREEMENT

This Amendment and Extension to the Credit Agreement (this “Agreement”), dated as of 25 January 2023, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the financial institutions and other institutional lenders from time to time parties to the Credit Agreement referred to below that have agreed to extend their commitments (the “Extending Lenders”), BANK OF CHINA (EUROPE) S.A., as a new lender (“Bank of China”), WELLS FARGO BANK, N.A., LONDON BRANCH, as a new lender (“Wells Fargo”), CREDIT SUISSE (SWITZERLAND) LTD., as a new lender (“CS” and, together with Bank of China and Wells Fargo, the “New Lenders” and, together with the Extending Lenders, the “Lenders”), and CITIBANK EUROPE PLC, UK BRANCH (legal successor to Citibank International Limited), as Administrative Agent.

WHEREAS, PMI, the Extending Lenders and the Administrative Agent are parties to that certain Credit Agreement relating to the Revolving Credit Facility, dated as of 12 February 2013 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, PMI, the Extending Lenders and the Administrative Agent desire to extend the term of the Credit Agreement and to amend certain provisions under the Credit Agreement; and

WHEREAS, each New Lender, which is not an existing lender, has agreed to become a lender under the Credit Agreement, as amended and extended hereby, and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Credit Agreement.

2.Extension. Each of the undersigned Extending Lenders hereby agrees to extend, effective 31 January 2023, its Commitment as set forth in Schedule 4 (Commitments) attached hereto and extend the Maturity Date under the Credit Agreement, for a 364-day period to 30 January 2024 pursuant to Section 2.19 of the Credit Agreement.

3.Amendment to Credit Agreement.

(a)(i) The Credit Agreement is hereby amended by amending and restating the definition of “Term SOFR Adjustment” in its entirety as follows:

“Term SOFR Adjustment” means with respect to any Term SOFR, (i) 0.10% (10 basis points) for an Interest Period of one-month’s duration, (ii) 0.10% (10 basis points) for an Interest Period of three-month’s duration and (iii) 0.25% (25 basis points) for an Interest Period of six-month’s duration.

(ii) The Credit Agreement is hereby amended by amending and restating the definition of “Term SOFR” in its entirety as follows:

“Term SOFR” means for any calculation with respect to a Term SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and rounded to five decimal places; provided, however, that if as of 5:00 P.M. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day in each case.

(b)Schedule 4 (Commitments) is hereby deleted in its entirety and is replaced with Schedule 4 (Commitments) attached hereto.

Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

4.Joinder to Credit Agreement.

(a)Each New Lender hereby agrees to become a party to the Credit Agreement as amended and extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.

(b)Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the

Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

(c)Pursuant to the terms hereof, each New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement.

(d)The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in such New Lender’s administrative questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender in a notice to the Administrative Agent.

5.Concerning Commitments. Each Person whose name appears on Schedule 4 (Commitments) attached hereto acknowledges and agrees that, on and as of the effective date of this Agreement, such Person shall be a Lender under the Credit Agreement as amended hereby (including as to the extension of the Maturity Date provided for hereunder) and shall have a Commitment as set forth next to the name of such Person on Schedule 4 (Commitments) attached hereto. Each party hereto acknowledges and agrees that, on and as of the effective date of this Agreement, Schedule 4 (Commitments) attached hereto sets forth all the Commitments of all the Lenders.

6.Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and other related documents are and shall remain in full force and effect and are hereby ratified and confirmed. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or other related documents or for any purpose except as expressly set forth herein.

7.Effective Date. This Agreement shall become effective on 31 January 2023.

8.Condition Precedent. On or prior to the date hereof, the Administrative Agent shall have received this Agreement, duly executed and delivered by PMI and the Lenders.

9.Representations and Warranties. PMI represents and warrants to the Administrative Agent and to each of the Lenders that the statements in subsections (a), (b), (c), (d) and (f) (but only clause (i) thereof) of Section 4.1 of the Credit Agreement are true and correct on and as of the date hereof.

10.Headings. Section headings included herein are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

11.Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Administrative Agent and each Lender, and each of their respective successors and assigns.

12.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

13.Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement in .PDF format or by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PHILIP MORRIS INTERNATIONAL INC.

By: /s/ FRANK DE ROOIJ

Name: Frank de Rooij

Title: Vice President

Treasury and Corporate Finance

Signature page - Amendment and Extension Agreement

CITIBANK EUROPE PLC, UK BRANCH,

as Administrative Agent

By: /s/ ALESSANDRA TORIO SCAGLIA

Name: Alessandra Torio Scaglia

Title: Vice President

Signature page – Amendment and Extension Agreement

CITIBANK, N.A., as Extending Lender

By: /s/ ANDREW MASON

Name: Andrew Mason

Title: Managing Director

Signature page - Amendment and Extension Agreement

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Extending Lender

By: /s/ CARA YOUNGER

Name: Cara Younger

Title: Managing Director

By: /s/ ARMEN SEMIZIAN

Name: Armen Semizian

Title: E Director

Signature page - Amendment and Extension Agreement

BANCO SANTANDER, S.A., NEW YORK BRANCH, as Extending Lender

By: /s/ ANDRES BARBOSA

Name: Andres Barbosa

Title: Managing Director

By: /s/ ARTURO PRIETO

Name: Arturo Prieto

Title: Managing Director

Signature page - Amendment and Extension Agreement

BANK OF AMERICA, N.A., as Extending Lender

By: /s/ ALBERT WHEELER

Name: Albert Wheeler

Title: Vice President

Signature page - Amendment and Extension Agreement

BANK OF CHINA (EUROPE) S.A., as New Lender

By: /s/ GUO ZHIYAO

Name: GUO Zhiyao

Title: Deputy General Manager

Signature page - Amendment and Extension Agreement

BARCLAYS BANK PLC, as Extending Lender

By: /s/ CHRIS BICHENO

Name: Chris Bicheno

Title: Vice President

Signature page - Amendment and Extension Agreement

COMMERZBANK AG, NEW YORK BRANCH as Extending Lender

By: /s/ PEDRO BELL

Name: Pedro Bell

Title: Managing Director

By: /s/ ROBERT SULLIVAN

Name: Robert Sullivan

Title: Vice President

Signature page - Amendment and Extension Agreement

CREDIT SUISSE (SWITZERLAND) LTD., as New Lender

By: /s/ URSULA SCHWARZENBERGER

Name: Ursula Schwarzenberger

Title: Authorised Signatory

By: /s/ CHRISTOPH BISCHOFBERGER

Name: Christoph Bischofberger

Title: Authorised Signatory

Signature page - Amendment and Extension Agreement

DEUTSCHE BANK AG NEW YORK BRANCH, as Extending Lender

By: /s/ MING K. CHU

Name: Ming K. Chu

Title: Director

By: /s/ ANNIE CHUNG

Name: Annie Chung

Title: Director

Signature page - Amendment and Extension Agreement

GOLDMAN SACHS BANK USA, as Extending Lender

By: /s/ JOSHUA ELLIS-JONES

Name: Joshua Ellis-Jones

Title: Authorised Signatory

Signature page - Amendment and Extension Agreement

HSBC BANK PLC, as Extending Lender

By: /s/ ROD STOYLE

Name: Rod Stoyle

Title: Vice President

Signature page - Amendment and Extension Agreement

MIZUHO BANK, LTD., as Extending Lender

By: /s/ JOHN DAVIES

Name: John Davies

Title: Authorized Signatory

Signature page - Amendment and Extension Agreement

STANDARD CHARTERED BANK, as Extending Lender

By: /s/ SIMON DERRICK

Name: Simon Derrick

Title: Managing Director

Signature page - Amendment and Extension Agreement

SUMITOMO MITSUI BANKING CORPORATION, as Extending Lender

By: /s/ MICHAEL OELLERS

Name: Michael Oellers

Title: Managing Director

By: /s/ DR. HARALD WIMMER

Name: Dr. Harald Wimmer

Title: Executive Director

Signature page - Amendment and Extension Agreement

WELLS FARGO BANK, N.A., LONDON BRANCH, as New Lender

By: /s/ JONATHAN CHILDS

Name: Jonathan Childs

Title: Director

Signature page - Amendment and Extension Agreement

UBS SWITZERLAND AG, as Extending Lender

By: /s/ ALEXANDRE ROERHOLT

Name: Alexandre Roerholt

Title: Managing Director

By: /s/ CHANTAL-CLAIRE SCHMIDLI

Name: Chantal-Claire Schmidli

Title: Authorized Officer

Signature page - Amendment and Extension Agreement

Document

Exhibit 99.1

PRESS RELEASE
Investor Relations:	Media: David Fraser
Stamford: +1 (917) 663 2233	Lausanne: +41 (0)58 242 4500
Lausanne: +41 (0)58 242 4666	Email: David.Fraser@pmi.com
Email: InvestorRelations@pmi.com

PHILIP MORRIS INTERNATIONAL INC. (PMI) ANNOUNCES AGREEMENT TO EXTEND AND DEEPEN COLLABORATION WITH KT&G

AGREEMENT PROVIDES LONG-TERM EXCLUSIVE RIGHTS FOR PMI TO COMMERCIALIZE KT&G’S INNOVATIVE SMOKE-FREE PRODUCTS OUTSIDE SOUTH KOREA

PMI AND KT&G CALL ON REGULATORS IN KOREA AND AROUND THE WORLD TO LEVERAGE BETTER ALTERNATIVES TO CIGARETTES TO REDUCE CIGARETTE USE

LAUSANNE, January 30, 2023 – Philip Morris International Inc. (PMI) (NYSE: PM) today announces a long-term collaboration with KT&G, South Korea’s leading tobacco and nicotine manufacturer, to continue to commercialize KT&G’s innovative smoke-free devices and consumables on an exclusive, worldwide basis (excluding South Korea). It builds on three years of successful collaboration that has seen PMI commercialize KT&G’s products in more than 30 markets.

The agreement covers fifteen years, to January 29, 2038, with performance-review cycles and associated commitments, based on volume, to be confirmed for each three-year period, to allow flexibility for evolving market conditions. PMI and KT&G expect these commitments to increase over the full duration of the agreement, starting with a total commitment for the first three-year period equivalent to 16 billion consumables.

“We have been pleased with the success of our cooperation with KT&G so far and believe a long-term collaboration will accelerate the achievement of a smoke-free future. We want everyone who does not quit smoking to switch to a better alternative, for the benefit of their own health, public health, and society at large,” said Jacek Olczak, PMI’s Chief Executive Officer.

“We will achieve a smoke-free future faster if all people who smoke have access to better alternatives and accurate information about these innovative products. Together with KT&G we are calling on regulators, scientists and health professionals everywhere, including in Korea, to embrace the potential of these technological innovations to shift smokers away from cigarettes.”

“Since we began our transformation, millions of smokers have switched to our smoke-free products and quit cigarettes entirely. KT&G’s lil products play a complementary role to IQOS, the world’s leading heat-not-burn product, and our continued collaboration will provide adult smokers around the world with more options to leave cigarettes behind. Korea is a global leader in science and innovation, and today marks an important milestone that clears the path for

a better future. With KT&G’s technology and speed of innovation and PMI’s science and commercial infrastructure, we believe our partnership will accelerate our shared vision of a smoke free future.”

The agreement gives PMI continued exclusive access to KT&G’s smoke-free brands and product-innovation pipeline, including offerings for low- and middle-income markets, that will enhance PMI’s existing portfolio of smoke-free products. It gives KT&G continued access to PMI’s global commercial infrastructure and experience commercializing smoke-free products to support the further expansion of KT&G’s smoke-free business outside South Korea.

Products sold under the agreement will be subject to assessment to ensure they meet the regulatory requirements in the markets where they are launched, as well as PMI’s high standards of quality and scientific substantiation. PMI and KT&G will seek any necessary regulatory approvals that may be required on a market-by-market basis.

Forward-Looking and Cautionary Statements

This press release contains projections of future results and goals and other forward-looking statements, including statements regarding business plans and strategies. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. In the event that risks or uncertainties materialize, or underlying assumptions prove inaccurate, actual results could vary materially from those contained in such forward-looking statements. Pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, PMI is identifying important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by PMI.

PMI's business risks include: excise tax increases and discriminatory tax structures; increasing marketing and regulatory restrictions that could reduce our competitiveness, eliminate our ability to communicate with adult consumers, or ban certain of our products in certain markets or countries; health concerns relating to the use of tobacco and other nicotine-containing products and exposure to environmental tobacco smoke; litigation related to tobacco use and intellectual property; intense competition; the effects of global and individual country economic, regulatory and political developments, natural disasters and conflicts; the impact and consequences of Russia's invasion of Ukraine; changes in adult smoker behavior; the impact of COVID-19 on PMI's business; lost revenues as a result of counterfeiting, contraband and cross-border purchases; governmental investigations; unfavorable currency exchange rates and currency devaluations, and limitations on the ability to repatriate funds; adverse changes in applicable corporate tax laws; adverse changes in the cost, availability, and quality of tobacco and other agricultural products and raw materials, as well as components and materials for our electronic devices; and the integrity of its information systems and effectiveness of its data privacy policies. PMI's future profitability may also be adversely affected should it be unsuccessful in its attempts to produce and commercialize reduced-risk products or if regulation or taxation do not differentiate between such products and cigarettes; if it is unable to successfully introduce new products, promote brand equity, enter new markets or improve its margins through increased prices and productivity gains; if it is unable to expand its brand portfolio internally or through acquisitions and the development of strategic business relationships; or if it is unable to attract and retain the best global talent, including women or diverse candidates. Future results are also subject to the lower predictability of our reduced-risk product category's performance.

In addition, important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties related to: the agreement with Altria Group, Inc., and the benefits of the transaction; the possibility that expected benefits related to recent or pending acquisitions, including the

transaction with Swedish Match, may not materialize as expected; Swedish Match’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key Swedish Match employees; the outcome of any legal proceedings related to the transaction with Swedish Match; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all.

PMI is further subject to other risks detailed from time to time in its publicly filed documents, including PMI's Annual Report on Form 10-K for the fourth quarter and year ended December 31, 2021, and the Form 10-Q for the quarter ended September 30, 2022. PMI cautions that the foregoing list of important factors is not a complete discussion of all potential risks and uncertainties. PMI does not undertake to update any forward-looking statement that it may make from time to time, except in the normal course of its public disclosure obligations.

Philip Morris International: Delivering a Smoke-Free Future

Philip Morris International (PMI) is a leading international tobacco company working to deliver a smoke-free future and evolving its portfolio for the long term to include products outside of the tobacco and nicotine sector. The company’s current product portfolio primarily consists of cigarettes and smoke-free products, including heat-not-burn, vapor and oral nicotine products, which are sold in markets outside the U.S. Since 2008, PMI has invested more than USD 9 billion to develop, scientifically substantiate and commercialize innovative smoke-free products for adults who would otherwise continue to smoke, with the goal of completely ending the sale of cigarettes. This includes the building of world-class scientific assessment capabilities, notably in the areas of pre-clinical systems toxicology, clinical and behavioral research, as well as post-market studies. The U.S. Food and Drug Administration (FDA) has authorized the marketing of versions of PMI’s IQOS Platform 1 devices and consumables as Modified Risk Tobacco Products (MRTPs), finding that exposure modification orders for these products are appropriate to promote the public health. As of September 30, 2022, excluding Russia and Ukraine, PMI's smoke-free products were available for sale in 70 markets, and PMI estimates that approximately 13.5 million adults around the world had already switched to IQOS and stopped smoking. With a strong foundation and significant expertise in life sciences, in February 2021, PMI announced its ambition to expand into wellness and healthcare areas and deliver innovative products and solutions that aim to address unmet consumer and patient needs. For more information, please visit www.pmi.com and www.pmiscience.com.