Cover and table of contents

10-K 1 pm123118form10kwrapinclfsm.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33708

PHILIP MORRIS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)



Virginia		13-3435103
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

120 Park Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

917-663-2000

(Registrant’s telephone number, including area code)

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



Title of each class		Name of each exchange on which registered
Common Stock, no par value		New York Stock Exchange
1.625% Notes due 2019		New York Stock Exchange
1.375% Notes due 2019		New York Stock Exchange
2.125% Notes due 2019		New York Stock Exchange
1.875% Notes due 2019		New York Stock Exchange
2.000% Notes due 2020		New York Stock Exchange
Floating Notes due 2020		New York Stock Exchange
1.750% Notes due 2020		New York Stock Exchange
4.500% Notes due 2020		New York Stock Exchange
1.875% Notes due 2021		New York Stock Exchange
1.875% Notes due 2021		New York Stock Exchange
4.125% Notes due 2021		New York Stock Exchange
2.900% Notes due 2021		New York Stock Exchange
2.625% Notes due 2022		New York Stock Exchange
2.375% Notes due 2022		New York Stock Exchange
2.500% Notes due 2022		New York Stock Exchange
2.500% Notes due 2022		New York Stock Exchange
2.625% Notes due 2023		New York Stock Exchange
2.125% Notes due 2023		New York Stock Exchange
3.600% Notes due 2023		New York Stock Exchange



Title of each class		Name of each exchange on which registered
2.875% Notes due 2024		New York Stock Exchange
0.625% Notes due 2024		New York Stock Exchange
3.250% Notes due 2024		New York Stock Exchange
2.750% Notes due 2025		New York Stock Exchange
3.375% Notes due 2025		New York Stock Exchange
2.750% Notes due 2026		New York Stock Exchange
2.875% Notes due 2026		New York Stock Exchange
3.125% Notes due 2027		New York Stock Exchange
3.125% Notes due 2028		New York Stock Exchange
2.875% Notes due 2029		New York Stock Exchange
3.125% Notes due 2033		New York Stock Exchange
2.000% Notes due 2036		New York Stock Exchange
1.875% Notes due 2037		New York Stock Exchange
6.375% Notes due 2038		New York Stock Exchange
4.375% Notes due 2041		New York Stock Exchange
4.500% Notes due 2042		New York Stock Exchange
3.875% Notes due 2042		New York Stock Exchange
4.125% Notes due 2043		New York Stock Exchange
4.875% Notes due 2043		New York Stock Exchange
4.250% Notes due 2044		New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

As of June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $126 billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.



Class	Outstanding at	January 31, 2019
Common Stock, no par value	1,554,584,344	shares

DOCUMENTS INCORPORATED BY REFERENCE



Document	Parts Into Which Incorporated
Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May 1, 2019, to be filed with the Securities and Exchange Commission (“SEC”) on or about March 21, 2019.	Part III

TABLE OF CONTENTS



		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	57
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	113
Item 9A.	Controls and Procedures	113
Item 9B.	Other Information	113

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	114
Item 11.	Executive Compensation	115
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	115
Item 13.	Certain Relationships and Related Transactions, and Director Independence	115
Item 14.	Principal Accounting Fees and Services	115

PART IV
Item 15.	Exhibits and Financial Statement Schedules	116

Signatures		122

In this report, “PMI,” “we,” “us” and “our” refers to Philip Morris International Inc. and its subsidiaries.

PART I

Next: Item 1. Business.