Philip Morris International (PM) 10-K risk factor changes: FY2022 vs FY2021

Our RRPs constitute a new product category [removed: in its early stages] that is less predictable than our mature cigarette business.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results and [added: outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements.]

Our key strategic priorities are to: (i) develop and commercialize products that present less risk of harm to adult smokers who switch to those products versus continued smoking; and (ii) [removed: convince] [added: encourage] and educate current adult smokers who would otherwise continue to smoke to switch to those RRPs.

| • | | | conduct rigorous scientific studies to substantiate that [removed: they] [added: RRPs] reduce exposure to harmful and potentially harmful constituents in smoke and, ultimately, that these products present, are likely to present, or have the potential to present less risk of harm to adult smokers who switch to them versus continued smoking; and | | |

In addition, actions of some market entrants, such as the inappropriate marketing of e-vapor products to youth, as well as alleged health consequences associated with the use of certain e-vapor products, may unfavorably impact public opinion and/or mischaracterize all e-vapor products or other RRPs to consumers, regulators and policy makers without regard to the totality of scientific evidence [added: available] for specific products.

The WHO study group on tobacco product regulation [removed: ("TobReg")] published their eighth report on the scientific basis of tobacco product regulation in May 2021.

The report is based on a review of scientific evidence related to novel and emerging nicotine and tobacco products, such [removed: as electronic nicotine delivery systems ("ENDS"), electronic non-nicotine delivery systems ("ENNDS") and heated tobacco products ("HTPs") on a number of scientific topics.]

In August 2021, the [removed: WHO FCTC] [added: World Health Organization's Framework Convention on Tobacco Control (the "FCTC")] Secretariat published two reports [added: on novel and emerging tobacco products] to the ninth session of the Conference of the Parties ("CoP") of the FCTC, which are not materially different from the WHO study group report.

[removed: The reports were noted by CoP 9 and related substantive discussions and] [added: Substantive] decisions [added: based on these reports] were deferred to CoP 10, currently scheduled [removed: for] [added: to take place in the fourth quarter of] 2023.

We put significant effort [removed: in place] to restrict access of our products [removed: to] [added: from] non-smokers or youth.

If nonetheless there is a significant usage of our products or competitive products among youth or non-smokers, even in situations over which we have no control, our [added: reputation and] credibility may suffer, [added: the regulatory approach to our products may become more restrictive,] and our efforts to advocate for the development of science-based regulatory frameworks for the [added: development and] commercialization of RRPs may be significantly impacted.

Moreover, the FDA’s premarket tobacco product and modified risk tobacco product authorizations of [removed: a version] [added: two versions] of our Platform 1 product are subject to strict marketing, reporting and other requirements.

Although we have received these [removed: product] authorizations from the FDA, there is no guarantee that the product will remain authorized for sale in the U.S., [added: or whether new versions of the products (Platform 1 or other smoke-free platforms) will receive necessary authorizations,] particularly if there is a significant uptake in youth or non-smoker initiation.

The impact of this lower predictability on our projected results for a specific period may be significant, particularly during the early stages of this new product category, during the COVID-19 pandemic [removed: and] as a result of unpredictability due to shortage of key components in our supply [removed: chain.][added: chain, or due to geopolitical or macroeconomic events that negatively impact RRP availability or adoption, which in turn may have a material adverse effect on our results of operation.]

However, if we cease to be successful in these efforts, RRP unit margins may be materially adversely [removed: affected.][added: affected, which in turn may have a material adverse effect on our results of operation.]

A continuous decline in the consumption of cigarettes could have a material adverse effect on our revenue and [removed: profitability.][added: profitability, which in turn may have a material adverse effect on our ability to fund our smoke-free transformation.]

Because our portfolio is weighted toward the premium-price cigarette category, tax [removed: regimes based on sales price can place us at a competitive disadvantage in certain markets.]

Significant regulatory developments will continue to take place over the next few years in most of our markets, driven principally by the [removed: World Health Organization's Framework Convention on Tobacco Control (the "FCTC").][added: FCTC.]

| • | | | restrictions or prohibitions of novel tobacco or nicotine-containing [removed: products;] [added: products or related devices;] | | |

[removed: The new administration resulting from the 2020 U.S. presidential and congressional elections could lead to changes] [added: Changes] in the U.S. tax system, including significant increases in the U.S. corporate income tax rate and the minimum tax rate on certain earnings of foreign [removed: subsidiaries.][added: subsidiaries could be enacted.]

[removed: If ultimately enacted into law, such] [added: Such] changes could have a material adverse impact on our effective tax rate thereby reducing our net earnings.

*Risks Related to Sourcing [added: and Distribution] of [removed: Materials, Products] [added: Products, Services] and [removed: Services*][added: Materials*]

Use of [removed: third-party resources] [added: third-parties] may negatively impact [removed: quality] [added: the distribution, quality,] and availability of our products and services, and we may be required to replace third-party contract [added: distributors,] manufacturers or service [removed: providers with our own resources.][added: providers.]

We increasingly rely on [removed: third-party resources] [added: third-parties] and their [removed: subcontractors/suppliers] [added: subcontractors/suppliers, sometimes concentrated in a specific geographic area, for product distribution and] to manufacture some of our products and product parts (particularly, the electronic devices and accessories), [removed: and] [added: as well as] to provide services, including to support our finance, commercialization and information technology processes.

Such diminished control may [added: lead to disruption in the distribution of our products and may] have a material adverse effect on the quality and availability of products or services, our supply chain, and the speed and flexibility in our response to changing market conditions and adult consumer preferences, all of which may place us at a competitive disadvantage.

In addition, we may be unable to renew these agreements on satisfactory terms for numerous reasons, including government regulations, and our costs may increase significantly if we must replace such third parties with [added: other partners or] our own resources.

Government mandated prices, production control programs, [added: and] shifts in crops driven by economic conditions [removed: and the impact of climate change] may increase the cost or reduce the quality of the tobacco and other agricultural products used to manufacture our products.

[removed: Natural disasters, pandemics, economic, political, regulatory, acts of war or threats of war, or other developments could disrupt our supply chain, manufacturing capabilities or distribution capabilities, and our] [added: Our] business continuity plans and other safeguards might not always be effective to fully mitigate their impact.

In addition, such developments [added: – including the impact on energy prices and availability in the EU and elsewhere resulting from the invasion of Ukraine by Russia –] could increase costs of our materials and operations and lead to loss of property or equipment that are critical to our business in certain markets and difficulty in staffing and managing our operations, all of which could have a material adverse effect on our operations, volumes, revenue, net earnings and profitability.

We discuss [added: additional] risks associated with [added: Russia's invasion of Ukraine and climate change above and with] the COVID-19 pandemic below.

In addition, despite our high ethical standards and rigorous controls and compliance [removed: procedures] [added: policies] aimed at preventing and detecting unlawful conduct, given the breadth and scope of our international operations, we may not be able to detect all potential improper or unlawful conduct by our employees and partners.

We face various administrative and legal challenges related to certain RRP activities, including allegations concerning product classification, advertising restrictions, corporate communications, product coach activities, scientific substantiation, product liability, [added: antitrust,] and unfair competition.

Also see Item 8, Note [removed: 17.][added: 18.]

*Contingencies* to our [removed: condensed] consolidated financial statements for a discussion of pending litigation.

Investigations include allegations of contraband shipments of cigarettes, allegations of unlawful pricing activities within certain markets, allegations of underpayment of income taxes, customs duties and/or excise taxes, allegations of false and misleading usage of [added: descriptors, allegations of unlawful advertising, and allegations of unlawful labor practices.]

See Item 8, Note [removed: 17.][added: 18.]

[removed: *Contingencies—Other Litigation* and “Management's Discussion and Analysis of Financial Condition and Results of Operations—Operating Results by] [added: *by] Business Segment—Business Environment—Governmental [removed: Investigations”] [added: Investigations*”] for a description of certain governmental investigations to which we are subject.

Our intellectual property rights are valuable assets, [removed: and] their protection is important to our [removed: business.][added: business, and that protection may not be equally available in every country in which we operate or in which our products are sold.]

If the steps we take to protect our intellectual property rights globally, including through [added: applying for, prosecuting, maintaining and enforcing, where relevant,] a combination of trademark, design, [added: copyright,] patent, trade secrets and other intellectual property rights, are inadequate, or if others infringe or misappropriate our intellectual property rights, notwithstanding legal protection, our [removed: business] [added: business, financial condition, and results of operations] could be adversely impacted.

Intellectual property rights of third parties may limit our ability to [added: develop, manufacture and/or] commercialize our products [removed: or improve product quality] in one or more markets.

as electronic nicotine delivery systems ("ENDS"), electronic non-nicotine delivery systems and heated tobacco products ("HTPs") on a number of scientific topics.

Nevertheless, technological, operational, regulatory and/or commercial setbacks might impact the implementation or effectiveness of youth access prevention mechanisms and surrounding infrastructure.

regimes based on sales price can place us at a competitive disadvantage in certain markets.

| • | | | generation sales bans, under which the sale of certain tobacco or nicotine products to people born after a certain year would be prohibited; | | |

| • | | | restrictions in terms of importing or exporting our products impacting our logistics activities and ability to ship our products; | | |

As a result of Russia’s invasion of Ukraine, certain taxing jurisdictions, including the U.S., have proposed punitive tax legislation applicable to companies doing business in Russia, which could also have a material adverse impact on our effective tax rate if enacted thereby reducing our net earnings.

*Risks Related to the Impact of the War in Ukraine on our Business*

In 2022, Russia accounted for around 9% of our total cigarette and heated tobacco unit shipment volume, and around 7% of our total net revenues.

Ukraine accounted for around 2% of our total cigarette and heated tobacco unit shipment volume, and around 1% of our total net revenues.

Historically, we also produced finished goods in Ukraine for export and manufactured products in Russia.

In 2022, as a result of Russia’s invasion of Ukraine, we suspended planned investments and scaled down our manufacturing operations in Russia.

In Ukraine, we have temporarily reduced operations, including closing our factory in the country.

The short and long-term implications of the Russian invasion of Ukraine for our operations in those countries are impossible to predict at this time.

The likelihood of retaliatory action by the Russian government against companies, including us, as a result of actions and statements made in response to the Russian invasion, including the possibility of legal action against us or our employees or nationalization of foreign businesses or assets, including cash reserves held in Russia and intangible assets such as trademarks, is impossible to predict.

We are continuously assessing the evolving situation in Russia, including: recent regulatory constraints in the market that entail very complex terms and conditions that must be met for any divestment transaction to be granted approval by the authorities; and restrictions resulting from international regulations.

In Ukraine, there is no way to know when and to what extent we will be able to fully normalize our operations or to what extent our workforce, facilities, inventory, and other assets will remain intact.

These developments have and will continue to have a material adverse impact on our business, results of operations, cash flows and financial position, and may result in impairment charges.

The conflict also continues to elevate the likelihood of supply chain disruptions, both in the region and globally, and may inhibit our ability to timely source materials and services needed to make and sell our products.

For example, historically we sourced certain finished goods, production materials and components from both Russia and Ukraine, including printed materials and filters, and the invasion has, and may continue to, disrupt the availability of and impact our supply chain for these materials.

These disruptions, to the extent we are unable to find alternative sources or otherwise address these supply constraints, may impact the availability and cost of our products in other markets, which would adversely impact our business, results of operations, cash flows and financial position, and may result in impairment charges.

Furthermore, the imposition of various restrictions on transactions with parties from certain jurisdictions, the ban on exports of various products, and other economic and financial restrictions may adversely affect certain third parties with which we do business in Russia, such as customers, suppliers, intermediaries, service providers and banks.

The broader consequences of the invasion are also impossible to predict, but could include reputational consequences, further sanctions, financial or currency restrictions, punitive tax law changes, embargoes, regional instability, and geopolitical shifts as well as adverse effects on macroeconomic conditions, security conditions, currency exchange rates, and financial markets.

Given the nature of our business and global operations, such geo-political instability and uncertainty could increase the costs of our materials and operations; reduce demand for our products; have a negative impact on our supply chains, manufacturing capabilities, or distribution capabilities; increase our exposure to currency fluctuations; constrain our liquidity or our ability to access capital markets; create staffing or operations difficulties; or subject us to increased cyber-attacks.

While we will continue to monitor this fluid situation and

develop contingency plans as necessary to address any disruptions to our business operations as they develop, the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

The conflict may also have the effect of heightening many other risks disclosed in this Form 10-K, any of which could adversely affect our business, results of operations, cash flows or financial position.

Such risks could affect, without limitation, the achievement of our strategic priorities, including achievement of our RRP growth targets; the availability of third-party manufacturing resources; the availability of attractive acquisition and strategic business opportunities and our ability to fully realize the benefits of these transactions; our ability to attract, motivate, and retain the best global talent; and our loss of revenue from counterfeiting and similar illicit activities.

The effects of climate change and legal or regulatory responses related to climate change may have a negative impact on our business and results of operations.

While we seek to mitigate our business risks associated with climate change by establishing environmental goals and standards and seeking business partners, including within our supply chain, that are committed to operating in ways that protect the environment or mitigate environmental impacts, we recognize that there are inherent climate-related risks wherever business is conducted.

Among other potential impacts, climate change could influence the quality and volume of the agricultural products we rely on, including tobacco, due to a number of factors beyond our control, including more frequent variations in weather patterns, extreme weather events causing unexpected downtime and inventory losses, other adverse weather conditions, and governmental restrictions on trade, all of which may lead to disruption of operations at factories, warehouses and other premises.

Furthermore, risks related to natural ecosystems degradation, decreased agricultural productivity in certain regions of the world, biodiversity loss, water resource depletion and deforestation, which are partially driven or exacerbated by climate change, may disrupt our business operations or those of our suppliers and business partners.

There is an increased focus by foreign, federal, state and local regulatory and legislative bodies regarding environmental policies relating to climate change.

New climate-related legal or regulatory requirements may lead to additional carbon taxation, energy price increases, new compliance costs, increased distribution and supply chain costs, and other expenses impacting our cost of operation.

Even if we make changes to align ourselves with legal or regulatory requirements, we may still be subject to significant penalties if such laws or regulations are interpreted and applied in a manner inconsistent with our practices.

Natural disasters, extreme weather events, pandemics, economic, political, regulatory, acts of war or threats of war, or other

developments could disrupt or increase the expenses related to our supply chain, manufacturing capabilities, distribution capabilities, or the energy and other utility services required to operate our factories, warehouses, and other premises.

A sustained period of elevated inflation across the markets in which we operate could result in higher operating and financing costs and lead to reduced demand for our products.

Increasing inflationary pressures may result in significant increases to our expenses, including direct materials, wages, energy, and transportation costs.

While we take actions, wherever possible, to reduce the impact of the effects of inflation, in cases of sustained and elevated inflation across several of our major markets, it may be difficult to effectively control the increases to our costs.

Increased inflation also has and may continue to lead to interest rate increases, thereby increasing our interest expense.

outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Prior to CoP 9 that took place in November 2021, the WHO and the WHO FCTC Secretariat published two reports on novel and emerging tobacco products.

Nevertheless, technological, regulatory and/or commercial setbacks might prevent us from delivering necessary infrastructure required to fulfill our commitment of having 100% of our RRP device portfolio equipped with “Age Verification”-technology and device activation features by 2023.

Furthermore, crop quality may be influenced by variations in weather patterns, including those caused by climate change.

descriptors, allegations of unlawful advertising, and allegations of unlawful labor practices.

An adequate supply chain for our RRP portfolio, including the supply of electronic devices, is important to our business.

We work with four electronics manufacturing service providers for the supply of our Platform 1 and Platform 4 devices, and a small number of other providers for other products in our RRP portfolio and related accessories.

Due to the COVID-19 pandemic, the operations of our two main electronic manufacturing service providers were temporarily suspended at different times.

Even though these suspensions did not materially affect our operations, if one or more of these service providers were significantly constrained at the same time, the supply of the devices could be disrupted.

Although we work closely with these service providers on monitoring their production capability and financial health, we cannot guarantee that they will remain capable of meeting their commitments, particularly during the COVID-19 pandemic; if they will not, the commercialization of our RRPs could be adversely affected.

While we were successful in maintaining adequate supply of such components and materials so far, we may not be able to secure such supply going forward, particularly during the COVID-19 pandemic; this could negatively impact the commercialization of our RRPs.

Significant risks to our business during the ongoing COVID-19 pandemic also include our diminished ability to convert adult smokers to our RRPs, significant volume declines in our duty-free business and certain other key markets, disruptions or delays in our manufacturing and supply chain, including delays and increased costs in the shipment of parts to manufacture our products or for the products themselves, increased currency volatility, and delays in certain cost saving, transformation and restructuring initiatives.

Our business could also be adversely impacted if key personnel or a significant number of employees or business partners become unavailable due to the COVID-19 outbreak.

Continuation of the pandemic could disrupt our access to the credit markets or increase our borrowing costs.

Governments may temporarily be unable to focus on the development of science-based regulatory frameworks for the development and commercialization of RRPs or on the enforcement or implementation of regulations that are significant to our business.

In addition, messaging about the potential negative impacts of the use of our products on COVID-19 risks may lead to increasingly restrictive regulatory measures on the sale and use of our products, negatively impact demand for our products and the willingness of adult consumers to switch to our RRPs, and adversely impact our efforts to advocate for the development of science-based regulatory frameworks for the development and commercialization of RRPs.

The impact of these risks also depends on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic in general and specifically in the jurisdictions in which we operate, its recurrence in our key markets, actions taken to contain its spread and to mitigate its public health effects, and the ultimate economic consequences thereof.

We as well as our business partners use information systems to help manage business processes, collect and interpret data and communicate internally and externally with employees, suppliers, consumers, customers and others.

Some of these information systems are managed by third-party service providers.

We are continuously evolving our approach to business continuity planning and backups to provide appropriate business resilience, particularly in light of the increasing cyber threat landscape.

Failure to protect personal data, respect the rights of data subjects, and adhere to strict data governance and cybersecurity protocols could subject us to substantial fines and other legal challenges under regulations such as the EU General Data Protection Regulation.

As we are increasingly relying on digital platforms in our business, and as privacy laws in the jurisdictions in which we do business are introduced or become more stringent, the magnitude of these risks is likely to increase.

As previously disclosed in this Form 10-K, we have acquired Fertin Pharma A/G ("Fertin Pharma") and Vectura Group Ltd. ("Vectura") (with the Fertin Pharma acquisition and the Vectura acquisition being collectively referred to in these Risk Factors as the “Acquisitions”).

We are a leading international tobacco company working to deliver a smoke-free future and [removed: evolving] [added: to evolve] our portfolio for the [removed: long-term] [added: long term] to include products outside of the tobacco and nicotine sector.

Our current product portfolio primarily consists of cigarettes and [removed: reduced-risk] [added: smoke-free] products, [removed: including] [added: which include] heat-not-burn, [removed: vapor] [added: vapor,] and oral nicotine [removed: products, which are sold in markets outside the United States.][added: products.]

Since 2008, we have invested more than [removed: $9] [added: $10.5] 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 [added: investment] 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.

We describe the MRTP [removed: order] [added: orders] in more detail in the "Business Environment" section of this Item 7.

- Americas ("AMCS"); [removed: and]

[removed: - Other, which includes our] [added: In the] third quarter [removed: 2021 acquisitions] of [added: 2021, we acquired] Fertin Pharma A/S, Vectura Group plc.

[removed: (also known as Vectura Group Ltd.) and OtiTopic, Inc.] For further details, see Item 8, Note [removed: 6.][added: 3.]

[removed: *Acquisitions,*] [added: *Acquisitions*] and [removed: Item 8,] Note [removed: 12.][added: 5.]

Our cigarettes are sold in approximately [removed: 180] [added: 175] markets, and in many of these markets they hold the number one or number two market share position.

*IQOS* is the leading brand in our [removed: smoke-free product] [added: SFP] portfolio.

As of December 31, [removed: 2021,] [added: 2022,] our smoke-free products [removed: are] [added: were] available for sale in [removed: 71 markets in key cities or nationwide.][added: 73 markets.]

[removed: During] [added: In] 2021, we laid the foundation for our long-term growth ambitions beyond nicotine in wellness and healthcare, including the milestone acquisitions of Vectura Group plc and Fertin Pharma [removed: A/S] [added: A/S, as noted above,] which provide essential capabilities for future product development.

[added: Our net revenues and operating income are] affected by various factors, including the volume of products we sell, the price of our products, changes in currency exchange rates and the mix of products we sell.

- Net Revenues – Net revenues of [removed: $31.4] [added: $31.8] billion for the year ended December 31, [removed: 2021,] [added: 2022,] increased by [removed: $2.7] [added: $0.4] billion, or [removed: 9.4%,] [added: 1.1%,] from the comparable [removed: 2020 amount, and were impacted by the effects of the COVID-19 pandemic, particular in 2020.][added: 2021 amount.]

The change in our net revenues from the comparable [removed: 2020] [added: 2021] amount was driven by the following (variances not to scale):

[removed: ][added: ]

Net revenues, excluding currency and acquisitions, increased by [removed: 6.7%,] [added: 8.0%,] mainly reflecting: favorable volume/mix, primarily driven by higher heated tobacco [removed: unit] [added: units ("HTU")] volume [removed: (notably in the EU, particularly Germany, Hungary, Italy] and [removed: Poland, as well as Japan, Russia and Ukraine), and higher] device [removed: volume (notably in the EU, primarily Italy, and Japan,] [added: volume,] partly offset by [removed: South Korea), partially offset by] lower cigarette volume [removed: (mainly in the EU Region, notably the Czech Republic, France] and [removed: Germany, as well as the GCC, North Africa, the Philippines, Russia and Ukraine, partly offset by India, Indonesia, PMI Duty Free and Turkey) and] unfavorable [added: device mix,] cigarette mix [removed: (primarily in Germany, Japan] and [removed: Russia, partially offset by Indonesia and PMI Duty Free); and] [added: HTU mix;] a favorable pricing [removed: variance (notably] [added: variance,] driven by [removed: the Czech Republic, Germany, Japan, Kazakhstan, the Philippines, Russia and Turkey,] [added: higher combustible tobacco pricing,] partly offset by [removed: Australia, Indonesia, Poland] [added: lower device pricing] and [removed: Ukraine); partially offset by the unfavorable impact of] [added: lower HTU (net) pricing; and a favorable comparison related to] the Saudi Arabia customs assessments of $246 [removed: million, included] [added: million] in [added: 2021, shown in] "Other" and further described in the following "*Diluted Earnings Per Share*" discussion.

Net revenues by product category for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] are shown below:

[removed:  ][added:  ]

Net revenues [removed: in the Other category primarily] [added: related to wellness and healthcare products] consist of operating revenues generated from the sale of [added: products primarily associated with] inhaled therapeutics, and oral and intra-oral delivery systems [removed: resulting from] [added: that are included in] the [removed: third quarter 2021 acquisitions] [added: operating results] of [removed: Fertin Pharma A/S, Vectura Group plc.][added: PMI's new]

- Diluted Earnings Per Share – The changes in our reported diluted earnings per share (“diluted EPS”) for the year ended December 31, [removed: 2021,] [added: 2022,] from the comparable [removed: 2020] [added: 2021] amounts, were as follows:

| | | | Diluted EPS | | | % [removed: Growth] [added: Change] | | |

| For the year ended December 31, [removed: 2020] [added: 2021] | | | $ | [removed: 5.16] [added: 5.83] | | | | |

| [removed: 2020] [added: 2021] Asset impairment and exit costs | | | [removed: 0.08] [added: 0.12] | | | | | |

| [removed: 2020] [added: 2022] Fair value adjustment for equity security investments | | | [removed: 0.04] [added: 0.02] | | | | | |

[removed: | 2021 Asset impairment] [added: *Asset Impairment] and [removed: exit costs | | | (0.12) | | | | | |][added: Exit Costs.*]

| 2021 Saudi Arabia customs assessments | | | [removed: (0.14)] [added: 0.14] | | | | | |

| 2021 Asset acquisition cost | | | [removed: (0.03)] [added: 0.03] | | | | | |

| 2021 Equity investee ownership dilution | | | [removed: 0.04] [added: (0.04)] | | | | | |

| Subtotal of 2021 items | | | [removed: (0.25)] [added: 0.30] | | | | | |

| Interest | | | [removed: —] [added: 0.02] | | | | | |

| Change in tax rate | | | [removed: 0.08] [added: 0.03] | | | | | |

| For the year ended December 31, [removed: 2021] [added: 2022] | | | $ | [removed: 5.83] [added: 5.81] | | [removed: 13.0] [added: (0.3)] | | % |

*Asset impairment and exit costs –* During [removed: 2020,] [added: 2021,] we recorded pre-tax asset impairment and exit costs of [removed: $149] [added: $216] million, representing [removed: $124] [added: $181] million net of income tax and a diluted EPS charge of [removed: $0.08] [added: $0.12] per share, related to the organizational design optimization plan, [added: primarily in Switzerland, and the product distribution restructuring in South Korea.]

[removed: *Asset Impairment] [added: - Asset impairment] and [removed: Exit Costs*.][added: exit costs - See Item 8, Note 20.]

[removed: *Brazil] [added: - Brazil] indirect tax [removed: credit -*] [added: credit \-] Following a final and enforceable decision by the highest court in Brazil in October 2020, [removed: we] [added: PMI] recorded a gain of $119 million for tax credits [removed: in 2020 ($79 million net of income tax and $0.05 per share increase in diluted EPS)] representing overpayments of indirect taxes for the period from March 2012 through December 2019; these tax credits were applied to tax liabilities in Brazil during 2021.

[removed: This amount was included as a] reduction in marketing, administration and research costs in the consolidated statements of earnings for the year ended December 31, [removed: 2020,] [added: 2020] and was included in the operating income of the Americas segment.

An additional amount of overpaid indirect taxes of approximately $90 million is dependent on [added: the outcome of] a [removed: potential] [added: challenge by the local] tax [removed: authority challenge.][added: authority.]

*Fair Value adjustment for equity security investments –* During [removed: 2020,] [added: 2022,] we recorded [removed: an unfavorable] [added: a favorable] fair value adjustment for our equity security investments [removed: of $60 million after tax (or $0.04] [added: in India and Sri Lanka ($0.02] per share [removed: decrease] [added: increase] in diluted EPS).

In November 2022, we acquired Swedish Match AB ("Swedish Match") – a leader in oral nicotine delivery – creating a global smoke-free combination led by the companies’ *IQOS* and *ZYN* brands.

The U.S. Food and Drug Administration ("FDA") has authorized versions of our *IQOS* Platform 1 devices and consumables, and Swedish Match's *General* snus, as Modified Risk Tobacco Products (MRTPs).

As of December 31, 2022, we managed our business in six geographical segments, a Swedish Match segment and a Wellness and Healthcare segment:

*•*Swedish Match, which reflects our fourth quarter 2022 acquisition of the company; and

- Wellness and Healthcare ("W&H"), which includes the operating results of our new Wellness and Healthcare business, Vectura Fertin Pharma.

(also known as Vectura Group Ltd.) and OtiTopic, Inc. On March 31, 2022, we launched a new Wellness and Healthcare business consolidating these entities, Vectura Fertin Pharma.

The operating results of this new business are reported in the Wellness and Healthcare segment.

To further support the growth of our smoke-free business, reinforce consumer centricity, and increase the speed of innovation and deployment, in January 2023, we rearranged our operations in four geographical segments, down from the current six and as follows:

- Europe Region is headquartered in Lausanne, Switzerland, and covers all the European Union countries, Switzerland, the United Kingdom, and also Ukraine, Moldova and Southeast Europe;

- South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region is headquartered in Dubai, United Arab Emirates.

It covers South and Southeast Asia, the African continent, the Middle East, Turkey, as well as Israel, Central Asia, Caucasus and Russia;

- East Asia, Australia, and PMI Duty Free Region is headquartered in Hong Kong, and includes the consolidation of our international duty free business with East Asia & Australia; and

- Americas Region is headquartered in Stamford, Connecticut, and covers the United States, Canada and Latin America.

The operations of Swedish Match and our Wellness and Healthcare segment remained unchanged.

We will report our financial results based on the new geographical segments as of the first quarter of 2023.

In November 2022, we completed the relocation of our corporate headquarters, including our AMCS headquarters, from New York, New York, to Stamford, Connecticut.

Smoke-free products ("SFPs") is the term we primarily use to refer to all of our products that are not combustible tobacco products, such as heat-not-burn, e-vapor, and oral nicotine.

In addition, SFPs include wellness and healthcare products, as well as consumer accessories such as lighters and matches.

Our RRPs are SFPs that contain and/or generate far lower quantities of harmful and potentially harmful constituents than found in cigarette smoke.

Now, through our Vectura Fertin Pharma subsidiary, with a strong foundation and significant expertise in life sciences, we aim to expand into wellness and healthcare areas.

In 2022, we acquired Swedish Match AB, a market leader in oral nicotine delivery with a significant presence in the United States market.

The Swedish Match acquisition is a key milestone in PMI’s transformation to becoming a smoke-free company.

Swedish Match already has a leading nicotine pouch franchise in the U.S. under the *ZYN* brand name.

The Swedish Match product portfolio is complementary to our existing portfolio, permitting us to bring together a leading oral nicotine product with the leading heat-not-burn product.

By joining forces with Swedish Match, we expect to accelerate the achievement of our joint smoke-free ambitions, switching more adults who would otherwise continue to smoke to better alternatives faster than either company could achieve separately.

*War in Ukraine*

Since the onset of the war in Ukraine, our main priority has been the safety and security of our more than 1,300 employees and their families in the country.

PMI has helped to evacuate more than 1,000 people from Ukraine and relocate over 2,700 others from conflict zones to locations in the country away from the heaviest fighting; provided critical aid to employees who cannot leave or who decide to remain in Ukraine; and provided those who have left the country with a range of support in neighboring countries.

We are continuing to pay salaries to all our Ukrainian employees and are also providing substantial in-kind support to them and their families.

In addition, we have contributed approximately $10 million in funds and donated essential items across the country.

On February 25, 2022, in order to preserve the safety of our employees, we announced the temporary suspension of our commercial and manufacturing operations in Ukraine, including at our factory in Kharkiv.

We subsequently resumed some retail activities where safety allowed, in order to provide product availability and service to adult consumers, and began to supply the market from production centers outside Ukraine, as well as through a contract manufacturing arrangement.

Production at our factory in Kharkiv remains suspended.

In 2022, Ukraine accounted for around 2% of our total cigarette and heated tobacco unit shipment volume and around 1% of our total net revenues.

As of December 31, 2022, our Ukrainian operations had approximately $0.4 billion in total assets, excluding intercompany balances.

We employ more than 3,200 people in Russia and will continue to support our employees there, including paying their salaries, while continuing to fulfill our legal obligations.

We will continue to make decisions with employee safety and security as a priority.

On March 24, 2022, we announced the concrete steps we had taken to suspend planned investments and scale down our manufacturing operations in Russia, including: the discontinuation of a number of cigarette products; the suspension of our marketing activities; the cancellation of all product launches planned for 2022, including *ILUMA*; and the cancellation of our plans to manufacture heated tobacco units for *ILUMA* in Russia.

We are continuously assessing the evolving situation in Russia, including: recent regulatory constraints in the market that entail very complex terms and conditions that must be met for any divestment transaction to be granted approval by the authorities; and restrictions resulting from international regulations.

In 2022, Russia accounted for approximately 9% of total shipment volumes and around 7% of our total net revenues.

The U.S. Food and Drug Administration ("FDA") has authorized the marketing of a version of PMI’s *IQOS* Platform 1 device and consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health.

With a strong foundation and significant expertise in life sciences, in February 2021, we announced our ambition to expand into wellness and healthcare areas and deliver innovative products and solutions that aim to address unmet patient and consumer needs.

In the third quarter of 2021, our former Latin America & Canada segment was renamed as the Americas segment.

We currently manage our business in six geographical segments and an Other category:

*Segment Reporting.*

Our net revenues and operating income are

This net revenue growth reflects the continued strength of *IQOS*, and the recovery of the combustible business in many markets from the low base in 2020 due to the impact of COVID-19.

and OtiTopic, Inc.

| | | | | | | | | |

| 2020 Brazil indirect tax credit | | | (0.05) | | | | | |

| 2020 Tax items | | | (0.06) | | | | | |

| Subtotal of 2020 items | | | 0.01 | | | | | |

| Currency | | | 0.12 | | | | | |

| Operations | | | 0.71 | | | | | |

primarily in Switzerland.

During 2021, we recorded pre-tax asset impairment and exit costs of $216 million, representing $181 million net of income tax and a diluted EPS charge of $0.12 per share, related to the organizational design optimization plan, primarily in Switzerland, and the product distribution restructuring in South Korea.

The total pre-tax charges in 2020 and 2021 were included in marketing, administration and research costs on the consolidated statements of earnings.

The fair value adjustment for our equity security investments was included in equity investments and securities (income)/loss, net ($76 million loss) and provision for income taxes ($16 million benefit) on the consolidated statements of earnings in 2020.

*Income taxes –* The 2020 Tax items that increased our 2020 diluted EPS by $0.06 per share in the table above were due to final U.S. tax regulations under the Global Intangible Low-Taxed Income ("GILTI") provisions of the Internal Revenue Code for years 2018 and 2019 ($93 million).

*Income Taxes*.

fees for certain distribution rights and higher marketing, administration and research costs;

IQOS Device Supply

The current global semiconductor shortage has resulted in a tightness in *IQOS* device supply in the second half of 2021.

In the fourth quarter of 2021, the *IQOS* device supply situation eased, resulting in an improved *IQOS* user growth versus the third quarter.

We expect an improving *IQOS* device supply situation, with a gradual return to an unconstrained *IQOS* user quarterly growth progression.

However, we still do not have full visibility over the full year 2022.

IQOS in the United States

On November 29, 2021, an importation ban and cease-and-desist orders imposed by the U.S. International Trade Commission ("ITC") relating to *IQOS* Platform 1 products (including consumables and infringing components) went into effect.

As a result, *IQOS* is not currently available for sale in the U.S. We have appealed the patent and statutory issues related to the ITC's Final Determination, and also have contingency plans underway, including domestic production.

We hope to be able to resume U.S. supply in the first half of 2023.

For more details on the ITC case and related legal matters, please refer to Item 8, Note 17*.* *Contingencies*.

The ITC decision has no bearing outside the U.S.; competitor lawsuits based on the same patent families have repeatedly and universally failed in European courts and the European Patent Office.

During 2021, PMI acquired the following companies:

- Vectura Group plc, an inhaled therapeutics company based in the United Kingdom;

- Fertin Pharma A/S, a Danish company that is a leading developer and manufacturer of innovative pharmaceutical and well-being products based on oral and intra-oral delivery systems;

- OtiTopic, Inc., a U.S. respiratory drug development company with a late-stage dry powder inhalation aspirin treatment for acute myocardial infarction; and

- AG Snus Aktieselskab, a Danish company, and its Swedish subsidiary, Tobacco House of Sweden AB, fully owned by AG Snus, which operates in the oral tobacco and modern oral product categories.

and OtiTopic, Inc. acquisitions in 2021 are considered separate operating segments and are accounted for within the Other category.

*Deconsolidation of RBH.*

| Other | | | 101 | | | — | | | — | | |

We are a leading international tobacco company working to deliver a smoke-free future and [removed: evolving] [added: to evolve] our portfolio for the [removed: long-term] [added: long term] to include products outside of the tobacco and nicotine sector.

Our current product portfolio primarily consists of cigarettes and [removed: reduced-risk] [added: smoke-free] products, [removed: including] [added: which include] heat-not-burn, [removed: vapor] [added: vapor,] and oral nicotine [removed: products, which are sold in markets outside the United States.][added: products.]

Since 2008, we have invested more than [removed: $9] [added: $10.5] 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 [added: investment] 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.

We describe the MRTP [removed: order] [added: orders] in more detail in the "Business Environment" section of Item 7.

Our leading smoke-free platform ("Platform 1") [removed: is] [added: uses] a precisely controlled heating device into which a specially designed and proprietary tobacco unit is inserted and heated to generate an aerosol.

Heated tobacco units ("HTU") is the term we use to refer to heated tobacco consumables, which include our [added: *BLENDS*,] *HEETS*, *HEETS Creations, HEETS Dimensions, HEETS Marlboro* and *HEETS FROM MARLBORO (*defined collectively as "*HEETS")*, *Marlboro Dimensions*, *Marlboro* *HeatSticks, Parliament [removed: HeatSticks*] [added: HeatSticks, SENTIA*] and *TEREA,* as well as the KT&G-licensed brands, *Fiit* and *Miix* (outside of South Korea).

As of December 31, [removed: 2021,] [added: 2022,] our smoke-free products [removed: are] [added: were] available for sale in [removed: 71 markets in key cities or nationwide.][added: 73 markets.]

Our cigarettes are sold in approximately [removed: 180] [added: 175] markets, and in many of these markets they hold the number one or number two market share position.

Our portfolio comprises both international and local brands and is led by *Marlboro*, the world’s best-selling international cigarette, which accounted for approximately [removed: 38%] [added: 39%] of our total [removed: 2021] [added: 2022] cigarette shipment volume.

Our other leading international cigarette brands are [removed: *Bond Street, Chesterfield,] [added: *Chesterfield,] L&M*, [removed: *Lark*] and *Philip Morris.* These [removed: seven] [added: five] international cigarette brands contributed approximately [removed: 79%] [added: 77%] of our cigarette shipment volume in [removed: 2021.][added: 2022.]

[removed: During] [added: In] 2021, we laid the foundation for our long-term growth ambitions beyond nicotine in wellness and healthcare, including the milestone acquisitions of Vectura Group PLC and Fertin Pharma A/S, which provide essential capabilities for future product development.

[added: Our principal wholly owned and majority-owned subsidiaries currently are not limited by] long-term debt or other agreements in their ability to pay cash dividends or to make other distributions that are otherwise compliant with law.

- The Eastern Europe Region (“EE”) is also headquartered in [removed: Lausanne] [added: Lausanne,] and includes Southeast Europe, Central Asia, Ukraine, Israel and Russia;

- The Middle East & Africa Region (“ME&A”) is also headquartered in [removed: Lausanne] [added: Lausanne,] and covers the African continent, the Middle East, Turkey and our international duty free business;

- The South & Southeast Asia Region (“S&SA”) is headquartered in Hong [removed: Kong] [added: Kong,] and includes Indonesia, the Philippines and other markets in this region;

- The East Asia & Australia Region (“EA&A”) is also headquartered in Hong [removed: Kong] [added: Kong,] and includes Australia, Japan, South Korea, the People's Republic of China [added: ("China")] and other markets in this region, as well as Malaysia and Singapore;

- The Americas Region (“AMCS”) is headquartered in [removed: New York] [added: Stamford, Connecticut,] and covers the South American continent, Central America, Mexico, the Caribbean and [removed: Canada.][added: Canada;]

[removed: - Other, which includes our] [added: In the] third quarter [removed: 2021 acquisitions] of [added: 2021, we acquired] Fertin Pharma A/S, Vectura Group plc.

[removed: and OtiTopic, Inc.] For further [removed: details,] [added: details of our 2021 and 2022 acquisitions,] see Item 8, Note [removed: 6.][added: 3.]

*Acquisitions* and [removed: Item 8,] Note [removed: 12.][added: 13.]

In [added: November 2022, we completed] the [removed: fourth quarter] [added: relocation] of [removed: 2021, we announced that we will be relocating] our [removed: PMI] corporate headquarters, including our AMCS headquarters, from New York, New York, to Stamford, Connecticut.

References [added: in this Form 10-K] to total international market, defined as worldwide cigarette and heated tobacco unit [removed: volume] [added: volume,] excluding the United States, total industry, total market and market [removed: shares in this Form 10-K,] [added: shares,] are our estimates for tax-paid products based on the latest available data from a number of internal and external [removed: sources] [added: sources,] and may, in defined instances, exclude [removed: the People's Republic of] China and/or our duty free business.

[removed: 2020 and 2021 estimates] [added: Estimates] for total industry volume and market share in certain geographies reflect limitations on the availability and accuracy of industry data during pandemic-related restrictions.

We have a market share of at least 15% in approximately 100 markets, including Algeria, Argentina, Australia, Austria, Belgium, Brazil, the Czech Republic, Egypt, France, Germany, [added: Greece,] Hong Kong, Hungary, Indonesia, Israel, Italy, Japan, [added: Kazakhstan,] Kuwait, Mexico, the Netherlands, [removed: Norway,] the Philippines, Poland, Portugal, [added: Romania,] Russia, Saudi Arabia, [added: the Slovak Republic,] South Korea, Spain, Switzerland, Turkey and Ukraine.

- Exclusive zonified distribution, where the [removed: distributors are] dedicated [removed: to us in] multicategory [removed: products distribution and] [added: product distributors are] assigned to exclusive territories within a market;

In the RRP product category, we [removed: predominantly] [added: primarily] sell Platform 1 devices and heated tobacco units under the *IQOS* [removed: brand umbrella.][added: brand.]

The competitive environment and our competitive position can be significantly influenced by weak economic conditions, erosion of consumer [removed: confidence,] [added: confidence;] competitors' introduction of lower-price products or innovative [removed: products,] [added: products; novel products which given their taste characteristics may be more commercially successful;] higher tobacco product [removed: taxes,] [added: taxes;] higher absolute prices and larger gaps between retail price [removed: categories,] [added: categories;] and product regulation that diminishes the ability to differentiate tobacco products and restricts adult consumer access to truthful and non-misleading information about our RRPs.

Competitors in our industry include [removed: three large international tobacco companies,] [added: British American Tobacco plc, Japan Tobacco Inc., Imperial Brands plc,] new market entrants, particularly with respect to innovative products, several regional and local tobacco companies and, in some instances, state-owned tobacco enterprises, principally in Algeria, Egypt, [removed: the PRC,] [added: China,] Taiwan, Thailand and Vietnam.

The growing use of digital media could increase the speed and extent of the dissemination of inaccurate and misleading information about our RRPs, all of which could have a [removed: mutual] [added: material] adverse effect on our profitability and results of operations.

In [removed: 2021,] [added: 2022,] we also contracted directly with farmers in several countries, including Argentina, Brazil, [removed: Colombia,] Italy, Pakistan and Poland.

In [removed: 2021,] [added: 2022,] direct sourcing from farmers represented approximately [removed: 25%] [added: 16%] of PMI’s global leaf requirements.

In [removed: 2021,] [added: 2022,] our top ten suppliers of direct materials combined represented approximately 60% of our total direct materials purchases.

The [removed: three] [added: four] most significant direct materials that we purchase are printed paper board used in packaging, acetate tow used in filter making and fine paper used in the manufacturing of cigarettes and heated tobacco [added: units, as well as susceptors used for the *TEREA* heated tobacco] units.

[removed: Management's] [added: *Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations*] of this Annual Report on Form 10-K (“Item 7”) in *Business Environment—Reduced-Risk Products*.

In [removed: 2021,] [added: 2022,] sales to a distributor in the European Union Region and a distributor in the East Asia & Australia Region each amounted to 10 percent or more of our consolidated net revenues.

See Item 8, Note [removed: 12.][added: 13.]

In some of our markets, particularly in the European Union, Eastern [removed: Europe] [added: Europe, the Middle East] and [added: Africa, and] in the East Asia & Australia Regions, a loss of a distributor may result in a temporary market disruption.

Our Workforce*.* At December 31, [removed: 2021,] [added: 2022, including Swedish Match's employees,] we employed approximately [removed: 69,600] [added: 79,800] people worldwide of [removed: 133] [added: more than 130] different nationalities, including full-time, temporary and part-time staff.

We engage with legally recognized employee representative bodies and we have collective bargaining agreements in [removed: many] [added: several] of the countries in which we operate.

In November 2022, we acquired Swedish Match AB ("Swedish Match") – a leader in oral nicotine delivery – creating a global smoke-free combination led by the companies’ *IQOS* and *ZYN* brands.

The U.S. Food and Drug Administration ("FDA") has authorized versions of our *IQOS* Platform 1 devices and consumables, and Swedish Match's *General* snus, as Modified Risk Tobacco Products ("MRTPs").

Now, through our Vectura Fertin Pharma subsidiary, with a strong foundation and significant expertise in life sciences, we aim to expand into wellness and healthcare areas.

In the fourth quarter of 2022, we acquired Swedish Match, a market leader in oral nicotine delivery with a significant presence in the United States market.

The Swedish Match acquisition is a key milestone in PMI’s transformation to becoming a smoke-free company.

PMI consolidated statements of earnings for the year ended December 31, 2022, include the results of operations of Swedish Match from November 11, 2022 (acquisition date) to December 31, 2022.

The operating results of Swedish Match are included in a separate segment.

In the fourth quarter of 2022, we also completed an agreement with Altria Group, Inc. to end our commercial relationship in the U.S. covering *IQOS* as of April 30, 2024.

Thereafter, PMI will have the full rights to commercialize *IQOS* in the U.S.

*Segment Reporting.*

Smoke-free products ("SFPs") is the term we primarily use to refer to all of our products that are not combustible tobacco products, such as heat-not-burn, e-vapor, and oral nicotine.

In addition, SFPs include wellness and healthcare products, as well as consumer accessories such as lighters and matches.

Swedish Match already has a leading nicotine pouch franchise in the U.S. under the *ZYN* brand name*.* The Swedish Match product portfolio is complementary to our existing portfolio, permitting us to bring together a leading oral nicotine product with the leading

heat-not-burn product.

By joining forces with Swedish Match, we expect to accelerate the achievement of our joint smoke-free ambitions, switching more adults who would otherwise continue to smoke to better alternatives faster than either company could achieve separately.

As of December 31, 2022, we managed our business in six geographical segments, a Swedish Match segment and a Wellness and Healthcare segment:

- Swedish Match, which reflects our fourth quarter 2022 acquisition of the company; and

*•*Wellness and Healthcare ("W&H"), which includes the operating results of our new Wellness and Healthcare business, Vectura Fertin Pharma.

(also known as Vectura Group Ltd.) and OtiTopic, Inc. On March 31, 2022, we launched a new Wellness and Healthcare business consolidating these entities, Vectura Fertin Pharma.

The operating results of this new business are reported in the Wellness and Healthcare segment.

To further support the growth of our smoke-free business, reinforce consumer centricity, and increase the speed of innovation and deployment, in January 2023, we rearranged our operations in four geographical segments, down from the current six and as follows:

- Europe Region is headquartered in Lausanne, Switzerland, and covers all the European Union countries, Switzerland, the United Kingdom, and also Ukraine, Moldova and Southeast Europe;

- South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region is headquartered in Dubai, United Arab Emirates.

It covers South and Southeast Asia, the African continent, the Middle East, Turkey, as well as Israel, Central Asia, Caucasus and Russia;

- East Asia, Australia, and PMI Duty Free Region is headquartered in Hong Kong, and includes the consolidation of our international duty free business with East Asia & Australia; and

- Americas Region is headquartered in Stamford, Connecticut, and covers the United States, Canada and Latin America.

The operations of Swedish Match and our Wellness and Healthcare segment remained unchanged.

We will report our financial results based on the new geographical segments as of the first quarter of 2023.

Our total shipment volume, including cigarettes and heated tobacco units, increased by 1.6% in 2022 to 731.1 billion units, with shipment volume of heated tobacco units reaching 109.2 billion units in 2022, up from 95.0 billion units in 2021.

Shipment volume of our principal cigarette brand, *Marlboro*, increased by 2.0% in 2022.

Key data regarding total market and market share were as follows:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2022 | | | 2021 | | | 2020 | | |

| Total Market, billion units (excluding China and the U.S.) | | | 2,626 | | | 2,620 | | | 2,561 | | |

| | | | | | | | | | | | |

| Total International Market Share (1) | | | 27.6% | | | 27.2% | | | 27.6% | | |

| Cigarettes | | | 23.6% | | | 23.7% | | | 24.6% | | |

| HTU | | | 4.1% | | | 3.5% | | | 3.0% | | |

| | | | | | | | | | | | |

The U.S. Food and Drug Administration ("FDA") has authorized the marketing of a version of PMI’s *IQOS* Platform 1 device and consumables as a Modified Risk Tobacco Product ("MRTP"), finding that an exposure modification order for these products is appropriate to promote the public health.

With a strong foundation and significant expertise in life-sciences, in February 2021, we announced our ambition to expand into wellness and healthcare areas and deliver innovative products and solutions that aim to address unmet patient and consumer needs.

Our principal wholly owned and majority-owned subsidiaries currently are not limited by

We currently manage our business in six geographical segments and an Other category:

AMCS also includes transactions under license with Altria Group, Inc., for the distribution of our Platform 1 product in the United States; and

*Segment Reporting*.

In the third quarter of 2021, our former Latin America & Canada segment was renamed as the Americas segment.

This move is expected to be completed by the third quarter of 2022.

As of March 22, 2019, we deconsolidated the financial results of our Canadian subsidiary, Rothmans, Benson & Hedges Inc. ("RBH"), from our financial statements.

For further details, see Item 8, *Financial Statements and Supplementary Data* of this Annual Report on Form 10-K (“Item 8”) Note 20.

*Deconsolidation of RBH*.

Since the deconsolidation of our Canadian subsidiary, we have continued to report the volume of brands sold by RBH for which other PMI subsidiaries are the trademark owners.

These include *HEETS*, *Next*, *Philip Morris* and *Rooftop*.

Our total shipments, including cigarettes and heated tobacco units, increased by 2.2% in 2021 to 719.9 billion units.

We estimate that international industry volumes, including cigarettes and heated tobacco units, were approximately 5.0 trillion units in 2021, a 1.3% increase from 2020.

Excluding the People’s Republic of China (“PRC”), we estimate that international cigarette and heated tobacco unit volume was 2.6 trillion units in 2021, a 2.4% increase from 2020.

We estimate that our reported share of the international market (which is defined as worldwide cigarette and heated tobacco unit volume, excluding the United States of America) was approximately 14.3% in 2021, 14.3% in 2020 and 15.1% in 2019.

Excluding the PRC, we estimate that our reported share of the international market was approximately 27.3%, 27.7%, and 28.4% in 2021, 2020 and 2019, respectively.

Shipments of our principal cigarette brand, *Marlboro*, increased by 2.9% in 2021, and represented approximately 9.5% of the international cigarette market, excluding the PRC, in 2021, 9.5% in 2020, and 10.0% in 2019.

Total shipment volume of heated tobacco units reached 95.0 billion units in 2021, up from 76.1 billion units in 2020.

*Employees*

We also have registered industrial

The information called for by this Item is incorporated herein by reference to Item 8, Note [removed: 17.][added: 18.]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $154] [added: $153] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

| Class | | | | | | Outstanding at | | | January 31, [removed: 2022] [added: 2023] | | |

| Common Stock, no par value | | | | | | [removed: 1,549,827,817] [added: 1,550,232,895] | | | shares | | |

| [removed: 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 [removed: 4, 2022,] [added: 3, 2023,] to be filed with the Securities and Exchange Commission on or about March [removed: 24, 2022.] [added: 23, 2023.] | | | Part III | | |

| Item 1. | | | | | | Business | | | [removed: [1](#ia0f8d02a94e546fa9457104cc0fdd124_13)] [added: [1](#ieabc670891b14d6fa726dacd48b96764_13)] | | |

| Item 1A. | | | | | | Risk Factors | | | [removed: [6](#ia0f8d02a94e546fa9457104cc0fdd124_16)] [added: [8](#ieabc670891b14d6fa726dacd48b96764_16)] | | |

| Item 1B. | | | | | | Unresolved Staff Comments | | | [removed: [15](#ia0f8d02a94e546fa9457104cc0fdd124_19)] [added: [18](#ieabc670891b14d6fa726dacd48b96764_19)] | | |

| Item 2. | | | | | | Properties | | | [removed: [15](#ia0f8d02a94e546fa9457104cc0fdd124_22)] [added: [18](#ieabc670891b14d6fa726dacd48b96764_22)] | | |

| Item 3. | | | | | | Legal Proceedings | | | [removed: [15](#ia0f8d02a94e546fa9457104cc0fdd124_25)] [added: [19](#ieabc670891b14d6fa726dacd48b96764_25)] | | |

| Item 4. | | | | | | Mine Safety Disclosures | | | [removed: [15](#ia0f8d02a94e546fa9457104cc0fdd124_28)] [added: [19](#ieabc670891b14d6fa726dacd48b96764_28)] | | |

| Item 5. | | | | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [16](#ia0f8d02a94e546fa9457104cc0fdd124_34)] [added: [19](#ieabc670891b14d6fa726dacd48b96764_34)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#ia0f8d02a94e546fa9457104cc0fdd124_37)] [added: [\[Reserved\]](#ieabc670891b14d6fa726dacd48b96764_37)] | | | [removed: [19](#ia0f8d02a94e546fa9457104cc0fdd124_37)] [added: [22](#ieabc670891b14d6fa726dacd48b96764_37)] | | |

| Item 7. | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [19](#ia0f8d02a94e546fa9457104cc0fdd124_40)] [added: [22](#ieabc670891b14d6fa726dacd48b96764_43)] | | |

| Item 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [64](#ia0f8d02a94e546fa9457104cc0fdd124_91)] [added: [69](#ieabc670891b14d6fa726dacd48b96764_94)] | | |

| Item 8. | | | | | | Financial Statements and Supplementary Data | | | [removed: [65](#ia0f8d02a94e546fa9457104cc0fdd124_94)] [added: [70](#ieabc670891b14d6fa726dacd48b96764_97)] | | |

| Item 9. | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [127](#ia0f8d02a94e546fa9457104cc0fdd124_199)] [added: [138](#ieabc670891b14d6fa726dacd48b96764_202)] | | |

| Item 9A. | | | | | | Controls and Procedures | | | [removed: [127](#ia0f8d02a94e546fa9457104cc0fdd124_202)] [added: [138](#ieabc670891b14d6fa726dacd48b96764_205)] | | |

| Item 9B. | | | | | | Other Information | | | [removed: [127](#ia0f8d02a94e546fa9457104cc0fdd124_205)] [added: [138](#ieabc670891b14d6fa726dacd48b96764_208)] | | |

| Item 9C. | | | | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [127](#ia0f8d02a94e546fa9457104cc0fdd124_2432)] [added: [138](#ieabc670891b14d6fa726dacd48b96764_211)] | | |

| Item 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | [removed: [127](#ia0f8d02a94e546fa9457104cc0fdd124_211)] [added: [138](#ieabc670891b14d6fa726dacd48b96764_217)] | | |

| Item 11. | | | | | | Executive Compensation | | | [removed: [130](#ia0f8d02a94e546fa9457104cc0fdd124_214)] [added: [140](#ieabc670891b14d6fa726dacd48b96764_220)] | | |

| Item 12. | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [130](#ia0f8d02a94e546fa9457104cc0fdd124_217)] [added: [141](#ieabc670891b14d6fa726dacd48b96764_223)] | | |

| Item 13. | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [130](#ia0f8d02a94e546fa9457104cc0fdd124_220)] [added: [141](#ieabc670891b14d6fa726dacd48b96764_226)] | | |

| Item 14. | | | | | | Principal Accounting Fees and Services | | | [removed: [130](#ia0f8d02a94e546fa9457104cc0fdd124_223)] [added: [141](#ieabc670891b14d6fa726dacd48b96764_229)] | | |

| Item 15. | | | | | | Exhibits and Financial Statement Schedules | | | [removed: [131](#ia0f8d02a94e546fa9457104cc0fdd124_229)] [added: [142](#ieabc670891b14d6fa726dacd48b96764_235)] | | |

| 677 Washington Blvd, Suite 1100 | | | | | | | | |

| Stamford | | | | | | | | |

| Connecticut | | | | | | 06901 | | |

203-905-2410

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Signatures | | | | | | | | | [148](#ieabc670891b14d6fa726dacd48b96764_238) | | |

| 120 Park Avenue | | | | | | | | |

| New York | | | | | | | | |

| New York | | | | | | 10017 | | |

917-663-2000

| 2.375% Notes due 2022 | | | | | | PM22B | | | | | | New York Stock Exchange | | |

| 2.500% Notes due 2022 | | | | | | PM22 | | | | | | New York Stock Exchange | | |

| 2.500% Notes due 2022 | | | | | | PM22C | | | | | | New York Stock Exchange | | |

| Signatures | | | | | | | | | [136](#ia0f8d02a94e546fa9457104cc0fdd124_232) | | |

We own or lease various manufacturing, office and research and development facilities in locations [removed: primarily outside] [added: around] the [removed: United States.][added: world.]

At December 31, [removed: 2021,] [added: 2022,] we operated and owned a total of [removed: 39] [added: 53] manufacturing facilities across our [removed: six geographical segments and other category.][added: segments.]

Among them, [removed: 7] [added: 8] factories produced heated tobacco units.

In [removed: 2021,] [added: 2022,] certain facilities each manufactured over 30 billion units (cigarettes and heated tobacco units combined).

The largest manufacturing facilities, in terms of volume, are located in [removed: Russia (EE), Indonesia (S&SA),] Turkey (ME&A), [added: Indonesia (S&SA),] Poland (EU), [added: Russia (EE), Italy (EU),] the Philippines (S&SA), [removed: Italy (EU),] Lithuania [added: (EU), Czech Republic] (EU) and Portugal (EU).

[removed: As part of our global operating model,] products manufactured in a particular manufacturing facility are not necessarily distributed in the operating segment where the facility is located.

We have integrated the production of our heated tobacco units into a number of our existing manufacturing facilities, and we are progressing with our plans to build manufacturing capacity for our other RRP [added: and smoke-free] platforms.

The Swedish Match acquisition expanded our manufacturing footprint with the addition of 14 owned manufacturing facilities, which are included in the total above.

The manufacturing facilities acquired from Swedish Match are primarily engaged in the production of smoke-free products.

As part of our global operating model,

At January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 45,700] [added: 43,700] holders of record of our common stock.

The graph assumes the investment of $100 as of December 31, [removed: 2016,] [added: 2017,] in PMI common stock (at prices quoted on the New York Stock Exchange), and each of the indices as of the market close and reinvestment of dividends on a quarterly basis.

[removed: ][added: ]

| December 31, [removed: 2016] [added: 2017] | | | | | | $100.00 | | | | | | | | | $100.00 | | | | | | $100.00 | | |

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2021][added: 2022]

Our share repurchase activity for each of the three months in the quarter ended December 31, [removed: 2021,] [added: 2022,] was as follows:

| Pursuant to Publicly Announced Plans or Programs | | | | | | [removed: 7,564,770] [added: —] | | | | | | $ | [removed: 91.29] [added: —] | | | | | | | | | | | | | |

| For the Quarter Ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: 7,576,156] [added: 8,877] | | | | | | $ | [removed: 91.29] [added: 89.63] | | | | | | | | | | | | | |

| December 31, 2018 | | | | | | $66.80 | | | | | | | | | $89.40 | | | | | | $93.80 | | |

| December 31, 2019 | | | | | | $90.10 | | | | | | | | | $110.80 | | | | | | $120.80 | | |

| December 31, 2020 | | | | | | $93.60 | | | | | | | | | $118.50 | | | | | | $140.50 | | |

| December 31, 2021 | | | | | | $113.10 | | | | | | | | | $137.10 | | | | | | $178.30 | | |

| December 31, 2022 | | | | | | $127.00 | | | | | | | | | $132.90 | | | | | | $143.60 | | |

| October 1, 2022 – October 31, 2022 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| November 1, 2022 – November 30, 2022 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| December 1, 2022 – December 31, 2022 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| October 1, 2022 – October 31, 2022 (2) | | | | | | 3,753 | | | | | | $ | 85.29 | | | | | | | | | | | | | |

| November 1, 2022 – November 30, 2022 (2) | | | | | | 3,421 | | | | | | $ | 90.52 | | | | | | | | | | | | | |

| December 1, 2022 – December 31, 2022 (2) | | | | | | 1,703 | | | | | | $ | 97.40 | | | | | | | | | | | | | |

On May 11, 2022, we announced the suspension of our three-year share repurchase program following the recommended public offer to acquire the outstanding shares of Swedish Match from its shareholders.

For further details on the offer, see the *Acquisitions and Other Business Arrangements* section of Part II, Item 7 of this Form 10-K.

| December 31, 2017 | | | | | | $119.90 | | | | | | | | | $117.40 | | | | | | $119.40 | | |

| December 31, 2018 | | | | | | $80.00 | | | | | | | | | $105.50 | | | | | | $112.00 | | |

| December 31, 2019 | | | | | | $108.00 | | | | | | | | | $130.70 | | | | | | $144.30 | | |

| December 31, 2020 | | | | | | $112.20 | | | | | | | | | $140.00 | | | | | | $167.80 | | |

| December 31, 2021 | | | | | | $135.50 | | | | | | | | | $162.00 | | | | | | $212.90 | | |

| October 1, 2021 – October 31, 2021 (1) | | | | | | 892,728 | | | | | | $ | 96.13 | | | | | 1,842,587 | | | | | | $ | 6,820,151,548 | |

| November 1, 2021 – November 30, 2021 (1) | | | | | | — | | | | | | $ | — | | | | | 1,842,587 | | | | | | $ | 6,820,151,548 | |

| December 1, 2021 – December 31, 2021 (1) | | | | | | 6,672,042 | | | | | | $ | 90.64 | | | | | 8,514,629 | | | | | | $ | 6,215,395,934 | |

| October 1, 2021 – October 31, 2021 (2) | | | | | | 5,368 | | | | | | $ | 96.66 | | | | | | | | | | | | | |

| November 1, 2021 – November 30, 2021 (2) | | | | | | 4,521 | | | | | | $ | 95.19 | | | | | | | | | | | | | |

| December 1, 2021 – December 31, 2021 (2) | | | | | | 1,497 | | | | | | $ | 86.98 | | | | | | | | | | | | | |

| for the years ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Excise taxes on products | | | [removed: 50,818] [added: 48,907] | | | | | | [removed: 47,353] [added: 50,818] | | | | | | [removed: 48,116] [added: 47,353] | | |

| Net revenues | | | [removed: 31,405] [added: $] | [added: 31,762] | | | | | [removed: 28,694] [added: $] | [added: 31,405] | | | | | [removed: 29,805] [added: $] | [added: 28,694] | |

| Cost of sales [added: (Notes 4 & 5)] | | | [removed: 10,030] [added: 11,402] | | | | | | [removed: 9,569] [added: 10,030] | | | | | | [removed: 10,513] [added: 9,569] | | |

| Gross profit | | | [removed: 21,375] [added: 20,360] | | | | | | [removed: 19,125] [added: 21,375] | | | | | | [removed: 19,292] [added: 19,125] | | |

| [added: | | | | | | | | | | | | | | |] Marketing, administration and research costs [removed: (Notes 6, 12, 17, 19 & 20)] | | | [removed: 8,304] | | | [added: 30] | | | [removed: 7,384] [added: (10)] | | | [added: 27] | | | [removed: 8,695] | | | [added: | | | | | | | | | | | |]

| Operating income | | | [removed: 12,975] [added: 12,246] | | | | | | [removed: 11,668] [added: 12,975] | | | | | | [removed: 10,531] [added: 11,668] | | |

| Interest expense, net (Note [removed: 14)] [added: 15)] | | | [removed: 628] [added: 588] | | | | | | [removed: 618] [added: 628] | | | | | | [removed: 570] [added: 618] | | |

| Pension and other employee benefit costs (Note [removed: 13)] [added: 14)] | | | [removed: 115] [added: 24] | | | | | | [removed: 97] [added: 115] | | | | | | [removed: 89] [added: 97] | | |

| Earnings before income taxes | | | [removed: 12,232] [added: 11,634] | | | | | | [removed: 10,953] [added: 12,232] | | | | | | [removed: 9,872] [added: 10,953] | | |

| Provision for income taxes (Note [removed: 11)] [added: 12)] | | | [removed: 2,671] [added: 2,244] | | | | | | [removed: 2,377] [added: 2,671] | | | | | | [removed: 2,293] [added: 2,377] | | |

| Equity investments and securities (income)/loss, net | | | [removed: (149)] [added: (137)] | | | | | | [removed: (16)] [added: (149)] | | | | | | [removed: (149)] [added: (16)] | | |

| Net earnings | | | [removed: 9,710] [added: 9,527] | | | | | | [removed: 8,592] [added: 9,710] | | | | | | [removed: 7,728] [added: 8,592] | | |

| Net earnings attributable to noncontrolling interests | | | [removed: 601] [added: 479] | | | | | | [removed: 536] [added: 601] | | | | | | [removed: 543] [added: 536] | | |

| Net earnings attributable to PMI | | | $ | [removed: 9,109] [added: 9,048] | | | | | $ | [removed: 8,056] [added: 9,109] | | | | | $ | [removed: 7,185] [added: 8,056] | |

| Per share data (Note [removed: 10):] [added: 11):] | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | | $ | [removed: 5.83] [added: 5.82] | | | | | $ | [removed: 5.16] [added: 5.83] | | | | | $ | [removed: 4.61] [added: 5.16] | |

| Diluted earnings per share | | | $ | [removed: 5.83] [added: 5.81] | | | | | $ | [removed: 5.16] [added: 5.83] | | | | | $ | [removed: 4.61] [added: 5.16] | |

| Net earnings | | | $ | [removed: 9,710] [added: 9,527] | | | | | $ | [removed: 8,592] [added: 9,710] | | | | | $ | [removed: 7,728] [added: 8,592] | |

| Unrealized gains (losses), net of income taxes of [added: $(169) in 2022,] $(58) in [removed: 2021,] [added: 2021 and] $94 in 2020 [removed: and $(161) in 2019] | | | [removed: 58] [added: (1,268)] | | | | | | [removed: (1,265)] [added: 58] | | | | | | [removed: 505] [added: (1,265)] | | |

| [removed: (Gains)/losses] [added: (Gains) losses] transferred to [removed: earnings - deconsolidation of RBH,] [added: earnings,] net of income taxes of [added: $35 in 2022, $7 in 2021 and] $0 in [removed: 2021,] 2020 [removed: and 2019 (Note 20)] | | | [removed: —] [added: (219)] | | | | | | [removed: —] [added: (35)] | | | | | | [removed: 502] [added: (20)] | | |

| Net gains (losses) and prior service costs, net of income taxes of [added: $(132) in 2022,] $(210) in [removed: 2021,] [added: 2021 and] $139 in 2020 [removed: and $247 in 2019] | | | [removed: 1,055] [added: 843] | | | | | | [removed: (726)] [added: 1,055] | | | | | | [removed: (454)] [added: (726)] | | |

| Amortization of net losses, prior service costs and net transition costs, net of income taxes of [added: $(49) in 2022,] $(72) in [removed: 2021,] [added: 2021 and] $(67) in 2020 [removed: and $(69) in 2019] | | | [removed: 323] [added: 217] | | | | | | [removed: 299] [added: 323] | | | | | | [removed: 243] [added: 299] | | |

| [removed: (Gains)/losses transferred to earnings - deconsolidation of RBH,] [added: Gains (losses) recognized,] net of income taxes of [removed: $0] [added: $(99)] in [removed: 2021, $0] [added: 2022, $(20)] in [removed: 2020] [added: 2021] and [removed: $(15)] [added: $13] in [removed: 2019 (Note 20)] [added: 2020] | | | [removed: —] [added: 481] | | | | | | [removed: —] [added: 124] | | | | | | [removed: 27] [added: (68)] | | |

| Total other comprehensive earnings (losses) | | | [removed: 1,525] [added: 54] | | | | | | [removed: (1,780)] [added: 1,525] | | | | | | [removed: 791] [added: (1,780)] | | |

| Total comprehensive earnings | | | [removed: 11,235] [added: 9,581] | | | | | | [removed: 6,812] [added: 11,235] | | | | | | [removed: 8,519] [added: 6,812] | | |

| Noncontrolling interests | | | [removed: 522] [added: 515] | | | | | | [removed: 574] [added: 522] | | | | | | [removed: 586] [added: 574] | | |

| Comprehensive earnings attributable to PMI | | | $ | [removed: 10,713] [added: 9,066] | | | | | $ | [removed: 6,238] [added: 10,713] | | | | | $ | [removed: 7,933] [added: 6,238] | |

| [removed: at December 31,] [added: (in millions)] | | | [removed: 2021] [added: December 31, 2022] | | | | | | [removed: 2020] [added: December 31, 2021] | | | [added: | | | December 31, 2020 | | |]

| Cash and cash equivalents | | | $ | [removed: 4,496] [added: 3,207] | | | | | $ | [removed: 7,280] [added: 4,496] | |

| Trade receivables (less allowances of [removed: $70] [added: $42] in [removed: 2021] [added: 2022] and [removed: $23] [added: $70] in [removed: 2020)] [added: 2021) (1)] | | | [removed: 3,123] [added: 3,850] | | | | | | [removed: 2,905] [added: 3,123] | | |

| Other receivables (less allowances of [removed: $36] [added: $32] in [removed: 2021] [added: 2022] and [removed: $38] [added: $36] in [removed: 2020)] [added: 2021)] | | | [removed: 817] [added: 906] | | | | | | [removed: 856] [added: 817] | | |

| Leaf tobacco | | | [removed: 1,642] [added: 1,674] | | | | | | [removed: 2,063] [added: 1,642] | | |

| Other raw materials | | | [removed: 1,652] [added: 2,028] | | | | | | [removed: 1,712] [added: 1,652] | | |

| Finished product | | | [removed: 5,426] [added: 6,184] | | | | | | [removed: 5,816] [added: 5,426] | | |

| Other current assets [added: (Note 3)] | | | [removed: 561] [added: 1,770] | | | | | | [removed: 860] [added: 561] | | |

| Total current assets | | | [removed: 17,717] [added: 19,619] | | | | | | [removed: 21,492] [added: 17,717] | | |

| Land and land improvements | | | [removed: 565] [added: 545] | | | | | | [removed: 590] [added: 565] | | |

| Buildings and building equipment | | | [removed: 4,293] [added: 4,291] | | | | | | [removed: 4,410] [added: 4,293] | | |

| Machinery and equipment | | | [removed: 9,275] [added: 9,549] | | | | | | [removed: 9,460] [added: 9,275] | | |

| Revenues including excise taxes (includes $8,269 in 2022, $7,822 in 2021 and $7,572 in 2020 from related parties) | | | $ | 80,669 | | | | | $ | 82,223 | | | | | $ | 76,047 | |

| Net revenues (includes $3,658 in 2022, $3,330 in 2021 and $3,233 in 2020 from related parties) (Note 18) | | | 31,762 | | | | | | 31,405 | | | | | | 28,694 | | |

| Marketing, administration and research costs (Notes 3, 4, 5, 13 & 20) | | | 8,114 | | | | | | 8,400 | | | | | | 7,457 | | |

| | | | 9,886 | | | | | | 8,720 | | |

| | | | 15,443 | | | | | | 14,732 | | |

| | | | 6,710 | | | | | | 6,168 | | |

(1) Includes trade receivables from related parties of $688 million and $518 million as of December 31, 2022, and 2021, respectively (less allowances of $7 million in 2022 and $1 million in 2021).

| | | | 26,960 | | | | | | 25,730 | | |

| Acquisition of Swedish Match AB, net of acquired cash (Note 3) | | | (13,976) | | | | | | — | | | | | | — | | | | | |

| Altria Group, Inc. agreement (Note 3) | | | (1,002) | | | | | | — | | | | | | — | | | | | |

| Net investment hedges and other derivatives (Note 16) | | | 284 | | | | | | 466 | | | | | | (551) | | | | | |

(1) Includes amounts from related parties of $(166) million, $(149) million and $88 million in 2022, 2021 and 2020, respectively

| for the years ended December 31, | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Borrowings under credit facilities related to Swedish Match AB acquisition | | | 13,920 | | | | | | — | | | | | | — | | |

| Repayments under credit facilities related to Swedish Match AB acquisition | | | (4,000) | | | | | | — | | | | | | — | | |

| Payments to acquire Swedish Match AB noncontrolling interests (Note 3) | | | (1,495) | | | | | | — | | | | | | — | | |

| Net earnings | | | | | | | | | | | | | | | 9,048 | | | | | | | | | | | | | | | | | | 479 | | | | | | | | | 9,527 | | | | | |

| Issuance of stock awards (Note 10) | | | | | | | | | 37 | | | | | | | | | | | | | | | | | | 118 | | | | | | | | | | | | | | | 155 | | | | | |

| Dividends paid to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (472) | | | | | | | | | (472) | | | | | |

| Common stock repurchased | | | | | | | | | | | | | | | | | | | | | | | | | | | (199) | | | | | | | | | | | | | | | (199) | | | | | |

| Acquisitions (Note 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,379 | | | | | | | | | 2,379 | | | | | |

| Purchases of shares from noncontrolling interests (Note 3) | | | | | | | | | (32) | | | | | | | | | | | | (171) | | | | | | | | | | | | (1,503) | | | | | | | | | (1,706) | | | | | |

| Balances, December 31, 2022 | | | $ | — | | | | | $ | 2,230 | | | | | $ | 34,289 | | | | | $ | (9,559) | | | | | $ | (35,917) | | | | | $ | 2,646 | | | | | | | | $ | (6,311) | | | | |

Smoke-free products ("SFPs") is the term PMI primarily uses to refer to all of its products that are not combustible tobacco products, such as heat-not-burn, e-vapor, and oral nicotine.

In addition, SFPs include wellness and healthcare products, as well as consumer accessories such as lighters and matches.

PMI's RRPs are smoke-free products that contain and/or generate far lower quantities of harmful and potentially harmful constituents than found in cigarette smoke.

In the fourth quarter of 2022, PMI acquired a controlling interest of the total issued shares in Swedish Match AB (“Swedish Match”).

The operating results of Swedish Match are included in a separate segment.

and OtiTopic, Inc. On March 31, 2022, PMI launched a new Wellness and Healthcare business consolidating these entities, Vectura Fertin Pharma.

The operating results of this business are reported in the Wellness and Healthcare segment.

Following the Swedish Match acquisition and a review of PMI and Swedish Match’s combined product portfolio, PMI reclassified certain of its own products previously reported under its combustible tobacco product category to the newly created smoke-free product category to better reflect the characteristics of these products.

This reclassification did not impact PMI’s segment reporting, consolidated financial position, results of operations or cash flows in any of the periods presented.

For further details, see Note 13.

During the first quarter of 2022, one of Fertin Pharma's product lines was moved from the Wellness and Healthcare segment to the European Union segment.

*Goodwill and Other Intangible Assets, net*.

Acquisitions

PMI uses the acquisition method of accounting for acquired businesses.

Under the acquisition method, PMI’s consolidated financial statements reflect the operations of an acquired business starting from the closing date of the acquisition.

PMI allocates the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date.

Any residual purchase price is recorded as goodwill.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenues including excise taxes | | | $ | 82,223 | | | | | $ | 76,047 | | | | | $ | 77,921 | |

| Amortization of intangibles | | | 96 | | | | | | 73 | | | | | | 66 | | |

| Gains (losses) recognized, net of income taxes of $(20) in 2021, $13 in 2020 and $2 in 2019 | | | 124 | | | | | | (68) | | | | | | (18) | | |

| (Gains) losses transferred to earnings, net of income taxes of $7 in 2021, $0 in 2020 and $3 in 2019 | | | (35) | | | | | | (20) | | | | | | (14) | | |

| | | | 8,720 | | | | | | 9,591 | | |

| | | | 14,732 | | | | | | 14,909 | | |

| | | | 6,168 | | | | | | 6,365 | | |

| | | | 25,730 | | | | | | 22,562 | | |

| Deconsolidation of RBH (Note 20) | | | — | | | | | | — | | | | | | (1,346) | | | (2) | | |

(1) Includes the Loss on Deconsolidation of RBH ($239 million) and the Canadian tobacco litigation-related charge ($194 million) that were included in marketing, administration and research costs in the consolidated statements of earnings for the year ended December 31, 2019.

*Deconsolidation of RBH*.

(2) Includes deconsolidation of RBH cash and cash equivalents of $1,323 million and restricted cash of $23 million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances, January 1, 2019 | | | $ | — | | | | | $ | 1,939 | | | | | $ | 31,014 | | | | | $ | (10,111) | | | | | $ | (35,301) | | | | | $ | 1,720 | | | | | | | | $ | (10,739) | | | | |

| Net earnings | | | | | | | | | | | | | | | 7,185 | | | | | | | | | | | | | | | | | | 543 | | | | | | | | | 7,728 | | | | | |

| Payments to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (378) | | | | | | | | | (378) | | | | | |

| Deconsolidation of RBH (Note 20) | | | | | | | | | | | | | | | | | | | | | 529 | | | | | | | | | | | | | | | | | | | | | 529 | | | | | |

In addition, during 2021, 2020 and 2019, PMI shipped versions of its Platform 1 device and its consumables authorized by the U.S. Food and Drug Administration ("FDA") to Altria Group, Inc., for sale in the United States under license.

For further developments related to the sale of these products in the U.S., see Note 17.

*Contingencies*.

In the third quarter of 2021, the former Latin America & Canada segment was renamed as the Americas segment.

and OtiTopic, Inc. in the third quarter of 2021, PMI added an Other category.

As of March 22, 2019, PMI deconsolidated the financial results of its Canadian subsidiary, Rothmans, Benson & Hedges Inc. ("RBH") from PMI's financial statements.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at January 1, 2020 | | | $ | 1,338 | | $ | 300 | | $ | 89 | | $ | 2,898 | | $ | 551 | | $ | 682 | | $ | — | | $ | 5,858 | |

| Currency | | | 96 | | | 17 | | | (3) | | | 17 | | | 8 | | | (29) | | | — | | | 106 | | |

The increase in goodwill in 2021 was due primarily to the preliminary purchase price allocation of PMI's business combinations.

| Other(1) | | | 12 years | | | 238 | | | 90 | | | 148 | | | | | | 126 | | | 87 | | | 39 | | |

(1) Primarily includes distribution networks and customer relationships.

Non-amortizable intangible assets substantially consist of trademarks from PMI’s acquisitions in Indonesia and Mexico.

The increase since December 31, 2020, was due to the preliminary purchase price allocation associated with PMI's business combinations in 2021

(primarily in-process research and development ("IPR&D")) in the amount of $53 million, partially offset by currency movements of ($30 million).

Amounts in the tables below include transactions between these related parties.

The purchase price allocation is preliminary and continues to be subject to refinement.

Fertin Pharma's results of operations from the acquisition date through December 31, 2021 were included in PMI's consolidated statements of earnings, and were not material.

Subsequent to the acquisition date, PMI made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in a decrease to goodwill of $115 million.

The decrease was primarily due to increase in other intangible assets ($73 million), and a decrease in deferred income tax liabilities ($22 million).

Vectura's results of operations from September 15, 2021 through December 31, 2021 were included in PMI's consolidated statements of earnings, and were not material.

PMI elected to early adopt ASU No. 2021-08 “Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which did not have a material impact on PMI’s consolidated operating results, statement of financial position or cash flows.

In connection with the acquisition of Swedish Match, management is in the process of analyzing, evaluating and where necessary, implementing changes in controls and procedures.

This may result in additions or changes to PMI’s internal control over financial reporting.

The Swedish Match acquisition has been excluded from the Report of Management on Internal Control over Financial Reporting as of December 31, 2022.

Not applicable.

None.

Except for the information relating to the executive officers set forth in Item 10 and the information relating to equity compensation plans set forth in Item 12, the information called for by Items 10-14 is hereby incorporated by reference to PMI’s definitive proxy statement for use in connection with its annual meeting of stockholders to be held on May [removed: 4, 2022,] [added: 3, 2023,] that will be filed with the SEC on or about March [removed: 24, 2022] [added: 23, 2023] (the “proxy statement”), and, except as indicated therein, made a part hereof.

Information About Our Executive Officers as [removed: of] [added: of] February 10, [removed: 2022:][added: 2023:]

| Jacek Olczak | | | | | | Chief Executive Officer | | | | | | [removed: 57] [added: 58] | | | | | |

| [removed: Drago Azinovic] [added: Paul Riley] | | | | | | President, [removed: Middle] East [removed: & Africa Region] [added: Asia, Australia,] and PMI Duty Free [added: Region] | | | | | | [removed: 59] [added: 57] | | | | | |

| Emmanuel Babeau | | | | | | Chief Financial Officer | | | | | | [removed: 54] [added: 55] | | | | | |

| Werner Barth | | | | | | [removed: President] [added: President,] Combustibles Category & Global Combustibles Marketing | | | | | | [removed: 57] [added: 58] | | | | | |

| Reginaldo Dobrowolski | | | | | | Vice President and Controller | | | | | | [removed: 47] [added: 48] | | | | | |

| Suzanne Rich Folsom | | | | | | Senior Vice President and General Counsel | | | | | | [removed: 60] [added: 61] | | | | | |

[removed: | Stacey Kennedy | | | | | |] [added: Previously, she served as our] President, South and Southeast Asia Region [removed: | | | | | | 49 | | | | | |][added: from January 2018.]

[removed: | Paul Riley | | | | | |] [added: Previously, he served as our] President, East Asia and Australia Region [removed: | | | | | | 56 | | | | | |][added: from January 2018.]

| Stefano Volpetti | | | | | | [removed: President] [added: President,] Smoke-Free Products Category & Chief Consumer Officer | | | | | | [removed: 50] [added: 51] | | | | | |

Jacek Olczak – Age [removed: 57][added: 58]

From January 2018 until May 2021, Mr. Olczak has served as our Chief Operating Officer, and from August 2012 until [removed: January 2018,] [added: December 31, 2017,] he served as our Chief Financial Officer.

[removed: Company’s] [added: He joined PMI’s] Polish affiliate in 1993 and progressed through various roles in finance and general management positions across Europe, including as Managing Director of PMI’s markets in Poland and Germany and as President of the European Union Region, before being appointed Chief Financial Officer.

Mr. [removed: Azinovic] [added: Riley] was appointed as our President, [removed: Middle] East [removed: & Africa Region] [added: Asia, Australia,] and PMI Duty Free [added: Region] in January [removed: 2018.][added: 2023.]

Emmanuel Babeau – Age [removed: 54][added: 55]

Prior to joining PMI in May 2020, [removed: Mr] [added: Mr.] Babeau served as the Deputy Chief Executive Officer of Schneider Electric, an energy and automation digital solutions company.

In this [removed: position] [added: position,] he was in charge of Finance and Legal Affairs.

Mr. Babeau started his career in 1990 at Arthur [removed: Andersen] [added: Andersen,] and from 1993 to [removed: 2009] [added: 2009,] he progressed through various positions at Pernod Ricard, a beverage company, the latest being Chief Financial Officer and Group Deputy Managing Director.

Werner Barth – Age [removed: 57][added: 58]

Prior to his current position, from [removed: 2015] [added: 2015,] Mr. Barth held the role of Senior Vice President, Marketing & Sales, and from 2018, he held the role of Senior Vice President, Commercial.

Frederic de Wilde – Age [removed: 54][added: 55]

Mr. de Wilde joined PMI in 1992 as Brand Manager L&M at Philip Morris [removed: Belgium] [added: Belgium,] and throughout his [removed: career] [added: career,] he progressed through various roles at PMI in marketing, sales and general management.

[removed: Prior to his current position, from] [added: From] July 2011 until July 2015, Mr. de Wilde held the role of Senior Vice President, Marketing & Sales.

Reginaldo Dobrowolski – Age [removed: 47][added: 48]

Mr. Dobrowolski was appointed as our Vice President [removed: &] [added: and] Controller in August 2021.

From May 2019 until August 2021, Mr. Dobrowolski was our Vice [removed: President] [added: President,] Corporate Financial Planning, Data & Reporting.

Suzanne Rich Folsom - Age [removed: 60][added: 61]

From March 2019 until July 2020, Ms. Folsom was a Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP, a [added: U.S.] law firm.

Stacey Kennedy – Age [removed: 49][added: 50]

Ms. Kennedy was appointed as our President, [removed: South and Southeast Asia] [added: Americas] Region [added: & CEO of PMI's U.S. Business] in January [removed: 2018.][added: 2023.]

From 2015 until [removed: her current appointment,] [added: 2018,] Ms. Kennedy served as Managing Director for Germany, Austria, Croatia, and Slovenia.

Throughout her [removed: career] [added: career,] she held a number of positions of increasing responsibility in [removed: sales] [added: commercial] and general management.

Mr. [removed: Mariotti] [added: Andolina] was appointed as our President, [removed: Eastern] Europe Region in January [added: 2023, prior to which he served as our Senior Vice President, Operations since January] 2018.

Paul Riley – Age [removed: 56][added: 57]

From 2015 until [removed: his current appointment,] [added: 2018,] Mr. Riley served as President of Philip Morris Japan.

Mr. Riley returned to the [removed: Asian] [added: Asia] Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.

Stefano Volpetti – Age [removed: 50][added: 51]

*Codes of [removed: Conduct] [added: Ethics] and Corporate Governance*

We have adopted a code of [removed: conduct,] [added: ethics,] which we call the Guidebook for Success.

Any waiver granted by Philip Morris International Inc. to its principal executive officer, principal financial officer or controller, or any person performing similar functions under [removed: the Guidebook for Success,] [added: our code of ethics,] or certain amendments to the [removed: Guidebook for Success,] [added: code of ethics,] will be disclosed on our website at www.pmi.com.

| Massimo Andolina | | | | | | President, Europe Region | | | | | | 54 | | | | | |

| Lars Dahlgren | | | | | | President, Smoke-Free Oral Products & Chief Executive Officer Swedish Match | | | | | | 52 | | | | | |

| Frederic de Wilde | | | | | | President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region | | | | | | 55 | | | | | |

| Stacey Kennedy | | | | | | President, Americas Region & CEO of PMI's U.S. Business | | | | | | 50 | | | | | |

Massimo Andolina – Age 54

He joined PMI in 2008 as Director, Operations Planning, and has held several various roles at PMI, including Vice President, Operations of Latin America & Canada Region from December 2010 to July 2013; Vice President, EU Operations, from August 2013 to June 2016; and Vice President, PMI Transformation from July 2016 to December 2017.

Prior to joining PMI, Mr. Andolina held a variety of international positions in strategic marketing and general management for Tetra Pak International and in operations for R.J. Reynolds International.

He currently sits on the board of Davide Campari-Milano N.V.

Lars Dahlgren – Age 52

Mr. Dahlgren was appointed as our President Smoke Free Oral Products and CEO Swedish Match in January 2023.

Prior to PMI’s acquisition of Swedish Match, he served as President and Chief Executive Officer of Swedish Match since June 2008, and as its Chief Financial Officer and Senior Vice President from July 2004 until June 2008.

Prior to that, from April 2004 to July 2004, he was Acting Chief Financial Officer and Vice President of Finance at Swedish Match.

Mr. Dahlgren joined Swedish Match in 1996 and has been a member of its Group Management Team since 2004.

Mr. de Wilde was appointed as our President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Regions in January 2023, prior to which he served as President, European Union Region from July 2015.

| Frederic de Wilde | | | | | | President, European Union Region | | | | | | 54 | | | | | |

| Marco Mariotti | | | | | | President, Eastern Europe Region | | | | | | 57 | | | | | |

| Deepak Mishra | | | | | | President. Americas Region | | | | | | 50 | | | | | |

He joined the

Drago Azinovic – Age 59

From July 2015 until January 2018, Mr. Azinovic was our President Eastern Europe, Middle East and Africa and Global Duty Free.

Mr. Azinovic also served as our President of the European Union Region, a position he held from August 2012 to July 2015, as well as the President of Philip Morris Japan, from July 2011 to August 2012.

Prior to joining Philip Morris Asia Limited in March 2009 as Vice President of Marketing and Sales for Philip Morris International’s Asia Region, Mr. Azinovic held a variety of positions at The Procter & Gamble Company ("Procter & Gamble"), a multinational consumer goods company, and Altadis, a tobacco company, and, after the acquisition of Altadis in 2008, at Imperial Tobacco, a tobacco company.

Mr. de Wilde was appointed as our President, European Union Region in July 2015.

Marco Mariotti – Age 57

From 2015 until his current appointment, Mr. Mariotti served as Senior Vice President, Corporate Affairs.

Since joining PMI in 1997, Mr. Mariotti has held numerous leadership roles in Argentina and across Europe, such as President, Russia & Belarus, Managing Director Italy and Managing Director Argentina.

Deepak Mishra - Age 50

Mr. Mishra was appointed as our President, Americas Region in July 2021.

Mr. Mishra joined PMI in September 2018, as Senior Vice President and Chief Strategy Officer.

From 2014 until September 2018, he was Managing Director, Portfolio Operations at Centerbridge Partners, a private equity firm, where he led commercial, operational, and digital transformation in various business sectors.

Prior to Centerbridge Partners, Mr. Mishra was a Partner at McKinsey & Co., a management consulting firm in London, and part of their Consumer Goods, Retail and Operations leadership teams from 2001 to 2014, supporting clients in the FMCG, retail and private equity industries on commercial and operational transformations.

Mr. Riley was appointed as our President, East Asia and Australia Region in January 2018.

The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under PMI’s equity compensation plans at December 31, [removed: 2021,] [added: 2022,] were as follows:

1 Represents [removed: 4,640,764] [added: 4,519,470] shares of common stock that may be issued upon vesting of the restricted share units and [removed: 3,074,040] [added: 3,014,380] shares that may be issued upon vesting of the performance share units if maximum performance targets are achieved for each performance cycle.

| Equity compensation plans approved by stockholders | | | 7,533,850 | | | 1 | | | $ | — | | | | | 25,750,766 | | | | | |

| Equity compensation plans approved by stockholders | | | 7,714,804 | | | 1 | | | $ | — | | | | | 15,746,554 | | | | | |

| Consolidated Statements of Earnings for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: 65] [added: [70](#ieabc670891b14d6fa726dacd48b96764_103)] | | |

| Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: 66] [added: [71](#ieabc670891b14d6fa726dacd48b96764_106)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: 67] [added: [72](#ieabc670891b14d6fa726dacd48b96764_109)] - [removed: 68] [added: [73](#ieabc670891b14d6fa726dacd48b96764_112)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: 69] [added: [74](#ieabc670891b14d6fa726dacd48b96764_115)] - [removed: 70] [added: [75](#ieabc670891b14d6fa726dacd48b96764_118)] | | |

| Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: 71] [added: [76](#ieabc670891b14d6fa726dacd48b96764_121)] | | |

| Notes to Consolidated Financial Statements | | | [removed: 72] [added: [77](#ieabc670891b14d6fa726dacd48b96764_127)] - [removed: 123] [added: 133] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 1358) | | | [removed: 124 - 125] [added: [134](#ieabc670891b14d6fa726dacd48b96764_196) -136] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: 126] [added: [137](#ieabc670891b14d6fa726dacd48b96764_199)] | | |

| 3.2 | | | | | | — | | | | | | [Amended and Restated By-Laws of Philip Morris International Inc., effective as of [removed: February 4, 2021] [added: September 13, 2022] (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed [removed: February 9, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000010/ex312021-02x04amendedandre.htm)] [added: Sepember 19, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000090/amendedandrestatedby-lawss.htm)] | | |

| 4.3 | | | | | | — | | | | | | [Description of Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000011/pm-ex43_123121xq4.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pm-ex43_123122xq4.htm)x] | | |

| 4.4 | | | | | | — | | | | | | [Description of Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000011/pmi-ex44_123121.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex44_123122.htm)x] | | |

| 10.14 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 4, [removed: 2020, among] [added: 2020,](http://www.sec.gov/Archives/edgar/data/1413329/000119312520022719/d881234dex101.htm) [to the Credit Agreement, dated as of February 12, 2013,](http://www.sec.gov/Archives/edgar/data/1413329/000119312520022719/d881234dex101.htm) [among] Philip Morris International Inc., each lender named therein and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 3, 2020).](http://www.sec.gov/Archives/edgar/data/1413329/000119312520022719/d881234dex101.htm) | | |

| 10.16 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 2, [removed: 2021, among] [added: 2021,](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex101.htm) [to the Credit Agreement, dated as of February 12, 2013,](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex101.htm) [among] PMI, the lenders named therein and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 2, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex101.htm) | | |

| 10.17 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 10, [removed: 2021, among] [added: 2021,](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm) [to the Credit Agreement, dated as of February 1](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)[0](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)[,](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm) [20](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)[20](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)[,](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm) [among] PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 2, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm) | | |

| [removed: 10.19] [added: 10.27] | | | | | | — | | | | | | [Philip Morris International Inc. 2017 Performance Incentive Plan, effective May 3, 2017 (incorporated by reference to Exhibit B to the Definitive Proxy Statement filed on March 23, 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000119312517092719/d551682ddef14a.htm#toc551682_47)* | | |

| [removed: 10.20] [added: 10.31] | | | | | | — | | | | | | [removed: [Pension Fund of Philip] [added: [Philip] Morris [removed: in Switzerland (IC)] [added: International Benefit Equalization Plan, amended and restated] (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000029/pm-ex102_033115xq1pensionp.htm)*] [added: 2019).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000034/pm-ex102bep2018_33119xq1.htm)] | | |

| [removed: 10.21] [added: 10.42] | | | | | | — | | | | | | [removed: [Summary of Supplemental Pension Plan of Philip Morris in Switzerland] [added: [Supplemental letter to the Employment Agreement with Jorge Insuasty, effective April 1, 2022] (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the [removed: quarter] [added: Quarter] ended June 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000050/pm-ex101_063015xq2.htm)*] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000072/pm-ex101_063022xq2.htm)*] | | |

| [removed: 10.22] [added: 10.30] | | | | | | — | | | | | | [Philip Morris International Inc. Amended and Restated Automobile Policy, dated as of October 1, 2019 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1016_123120xq4.htm) | | |

| [removed: 10.23] [added: 10.34] | | | | | | — | | | | | | [Philip Morris International [removed: Benefit Equalization Plan,] [added: Inc. 2017 Stock Compensation Plan for Non-Employee Directors (as] amended [removed: and](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000034/pm-ex102bep2018_33119xq1.htm) [restated] [added: and restated as of January 1, 2018)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.26] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 20](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000034/pm-ex102bep2018_33119xq1.htm)[1](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000034/pm-ex102bep2018_33119xq1.htm)[9).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000034/pm-ex102bep2018_33119xq1.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000141332918000007/pm-ex1026nedcompensationpl.htm)*] | | |

| [removed: 10.24] [added: 10.32] | | | | | | — | | | | | | [Form of Restated Employee Grantor Trust Enrollment Agreement (Executive Trust Arrangement) (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form 10 filed February 7, 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1018.htm)* | | |

| [removed: 10.25] [added: 10.33] | | | | | | — | | | | | | [Form of Restated Employee Grantor Trust Enrollment Agreement (Secular Trust Arrangement) (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form 10 filed February 7, 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1019.htm)* | | |

| [removed: 10.26] [added: 10.35] | | | | | | — | | | | | | [Philip Morris International Inc. [removed: 2017 Stock Compensation] [added: 2008 Deferred Fee] Plan for Non-Employee Directors [removed: (as amended and restated as of January 1, 2018)] (incorporated by reference to Exhibit [removed: 10.26 to the] [added: 10.24](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1024_123120xq4.htm) [the] Annual Report on Form 10-K for the year ended December 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000141332918000007/pm-ex1026nedcompensationpl.htm)*] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1024_123120xq4.htm)] | | |

| [removed: 10.27] [added: 10.67] | | | | | | — | | | | | | [removed: [Philip] [added: [Restricted Stock Unit Agreement, between Philip] Morris International Inc. [removed: 2008 Deferred Fee Plan for Non-Employee Directors] [added: and Emmanuel Babeau, effective as of May 1, 2020] (incorporated by reference to Exhibit [removed: 10.24 the] [added: 10.34 to] the Annual Report on Form 10-K for the year ended December 31, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1024_123120xq4.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1034_123120xq4.htm)] | | |

| [removed: 10.28] [added: 10.36] | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement (as amended) with André Calantzopoulos (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2020).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1025_123120xq4.htm) [The Employment Agreement was previously filed as Exhibit 10.22 to the Registration Statement on Form 10 filed February 7, 2008 and is incorporated by reference to this Exhibit [removed: 10.28.](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1022.htm)*] [added: 10.](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1022.htm)[36](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1022.htm)[.](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex1022.htm)*] | | |

| [removed: 10.29] [added: 10.43] | | | | | | — | | | | | | [Supplemental Letter to Employment Agreement with Marc S. Firestone (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000141332917000023/a01042017_marcxfirestone.htm) [The Employment Agreement was previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and is incorporated by reference to this Exhibit [removed: 10.29.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex101_firestoneemployme.htm)*] [added: 10.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex101_firestoneemployme.htm)[43](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex101_firestoneemployme.htm)[.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex101_firestoneemployme.htm)*] | | |

| [removed: 10.30] [added: 10.44] | | | | | | — | | | | | | [Employment Agreement with Martin G. King, effective June 1, 2020 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332920000053/basecontractex1021.htm) | | |

| [removed: 10.31] [added: 10.45] | | | | | | — | | | | | | [Restricted Stock Unit Agreement (2021 Grant) (Martin G. King) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 9, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000010/ex104king_agreementxrsux20.htm)* | | |

| [removed: 10.32] [added: 10.46] | | | | | | — | | | | | | [Performance Stock Unit Agreement (2021 Grant) (Martin G. King) (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 9, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000010/ex106king_agreementpsux2021.htm)* | | |

| [removed: 10.33] [added: 10.47] | | | | | | — | | | | | | [Separation Agreement and Release with Martin G. King, dated August 16, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 20, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000070/mkseparationagreementandre.htm)* | | |

| [removed: 10.34] [added: 10.48] | | | | | | — | | | | | | [Early Retirement Agreement and Release with Marc S. Firestone, effective November 3, 2020 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000007/pm-ex1028_123120xq4.htm) | | |

| [removed: 10.35] [added: 10.49] | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement (as amended) with Jacek Olczak (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000055/a101jacekolczak1.htm) [The Employment Agreement was previously filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and is incorporated by reference to this Exhibit [removed: 10.35.](http://www.sec.gov/Archives/edgar/data/1413329/000141332912000007/pmex104063012xq2.htm)*] [added: 10.](http://www.sec.gov/Archives/edgar/data/1413329/000141332912000007/pmex104063012xq2.htm)[49](http://www.sec.gov/Archives/edgar/data/1413329/000141332912000007/pmex104063012xq2.htm)[.](http://www.sec.gov/Archives/edgar/data/1413329/000141332912000007/pmex104063012xq2.htm)*] | | |

| [removed: 10.36] [added: 10.50] | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement (as amended) with Miroslaw Zielinski (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).](http://www.sec.gov/Archives/edgar/data/1413329/000141332919000055/a102zielinskimiroslaw.htm) [The Employment Agreement was previously filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and is incorporated by reference to this Exhibit [removed: 10.36.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex102_zielinskicombined.htm)*] [added: 10.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex102_zielinskicombined.htm)[50](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex102_zielinskicombined.htm)[.](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000030/pm-ex102_zielinskicombined.htm)*] | | |

| [removed: 10.37] [added: 10.51] | | | | | | — | | | | | | [Early Retirement and Release Agreement with Miroslaw Zielinski, effective April 30, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 1, 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332920000034/mzeragr2020.htm) | | |

| [removed: 10.38] [added: 10.52] | | | | | | — | | | | | | [Employment Agreement with Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 2, 2020).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332920000016/contractpmpsa-nhfa.htm) | | |

| [removed: 10.39] [added: 10.53] | | | | | | — | | | | | | [Restricted Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 9, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000010/ex103babeauagreement_rsux2.htm)* | | |

| [removed: 10.40] [added: 10.54] | | | | | | — | | | | | | [Performance Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 9, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000010/ex105babeauagreementpsu_20.htm)* | | |

| [removed: 10.41] [added: 10.57] | | | | | | — | | | | | | [Employment Agreement with Frederic de Wilde, effective July 1, 2011 (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000025/pm-ex1012.htm)* | | |

| [removed: 10.42] [added: 10.58] | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective July 1, 2015 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000025/pm-ex1013.htm)* | | |

| [removed: 10.43] [added: 10.59] | | | | | | — | | | | | | [Off-Cycle Restricted Stock Unit Agreement (2021 Grant) (Frederic de Wilde) (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000025/pm-ex1014.htm)* | | |

| [removed: 10.44] [added: 10.60] | | | | | | — | | | | | | [Employment Agreement with Stefano Volpetti, effective June 1, 2019 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000025/pm-ex1010.htm)* | | |

| 10.19 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 1, 2022,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex101.htm) [to the Credit Agreement, dated as of February 12, 2013,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex101.htm) [among PMI, the lenders named therein and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 1, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex101.htm) | | |

| 10.20 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 10, 2022,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex102.htm) [to the Credit Agreement, dated as of February 10, 2020,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex102.htm) [among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 1, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex102.htm) | | |

| 10.21 | | | | | | — | | | | | | [Credit Agreement, dated May 11, 2022, among](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000047/creditagreement101.htm) [PMI, the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 11, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000047/creditagreement101.htm) | | |

| 10.22 | | | | | | — | | | | | | [Credit Agreement relating to the Term Loan Facility,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm) [am](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm)[ong PMI](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm)[, the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent, dated June 23, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 28, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm) | | |

| 10.23 | | | | | | — | | | | | | [Amendment to the Bridge Credit Agreement, dated September 2, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 2, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit101.htm) | | |

| 10.24 | | | | | | — | | | | | | [Amendment to the Term Loan Credit Agreement, dated September 2, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 2, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit102.htm) | | |

| 10.25 | | | | | | — | | | | | | [Amendment and Extension Agreement](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm)[, dated as of September 20, 2022,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm) [to the Credit Agreement, dated as of September 29, 2021,](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm) [among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 23, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm) | | |

| 10.26 | | | | | | — | | | | | | [Purchase Agreement with Altria Client Services LLC, effective October 19, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 20, 2022). ](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000105/purchaseagreement.htm) | | |

| 10.28 | | | | | | — | | | | | | [Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1028_123122.htm)x* | | |

| 10.29 | | | | | | — | | | | | | [Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1029_123122.htm)x* | | |

| 10.37 | | | | | | — | | | | | | [Supplemental Letter to the Offer Letter with Drago Azinovic, dated December](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex103_033122xq1.htm) [4](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex103_033122xq1.htm)[, 2008](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex103_033122xq1.htm) [(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex103_033122xq1.htm)* | | |

| 10.38 | | | | | | — | | | | | | [Employment Agreement with Drago Azinovic, effective August 1, 2012. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex104_033122xq1.htm)* | | |

| 10.39 | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement with Drago Azinovic, effective April 1, 2017](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex105_033122xq1.htm) [(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex105_033122xq1.htm)* | | |

| 10.40 | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement with Drago Azinovic, effective January 1, 2018 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex106_033122xq1.htm)* | | |

| 10.41 | | | | | | — | | | | | | [Employment Agreement with Jorge Insuasty, effective January 1, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex107_033122xq1.htm) | | |

| 10.55 | | | | | | — | | | | | | [Restricted Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex1011_033122xq1.htm) | | |

| 10.56 | | | | | | — | | | | | | [Performance Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex1012_033122xq1.htm)* | | |

| 10.66 | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement with Jacek Olczak, effective March 1, 2022 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000035/pm-ex108_033122xq1.htm)* | | |

| 10.78 | | | | | | — | | | | | | [Form of Restricted Stock Unit Agreement (2023 Grant) (Emmanuel Babeau)](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1078_123122.htm).x* | | |

| 10.79 | | | | | | — | | | | | | [Form of Performance Share Unit Agreement (2023 Grant) (Emmanuel Babeau)](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1079_123122.htm)[.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1079_123122.htm)x* | | |

| 10.80 | | | | | | — | | | | | | [Extension of Non-Competition Obligations for the Early Retirement Agreement with Miroslaw Zielinski, dated November 27, 2022.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1080_123122.htm) x* | | |

| 10.81 | | | | | | — | | | | | | [Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1081_123122.htm)x* | | |

| 10.82 | | | | | | — | | | | | | [Philip Morris International Inc. 2022 Performance Incentive Plan, effective May 4, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report filed on May 6, 2022).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000038/a2022pip.htm) | | |

| 10.85 | | | | | | — | | | | | | [Form of Restricted Stock Unit Agreement (2023 Grants).](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1085_123122.htm)x* | | |

| 10.86 | | | | | | — | | | | | | [Form of Performance Share Unit Agreement (2023 Grants)](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1086_123122.htm)[.](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1086_123122.htm)x* | | |

| 10.87 | | | | | | — | | | | | | [Form of](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1087_123122.htm) [Restricted Stock](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1087_123122.htm) [Unit Agreement](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1087_123122.htm) [(by tranches)](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1087_123122.htm) [(2023 Grants).](https://www.sec.gov/Archives/edgar/data/1413329/000141332923000025/pmi-ex1087_123122.htm)x* | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

________

Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.

x Denotes exhibits filed herewith.

The exhibits filed herewith do not include certain instruments with respect to long-term debt of PMI, inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of PMI on a consolidated basis.

PMI agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will furnish a copy of any such instrument to the SEC upon request.

| 4.6 | | | | | | — | | | | | | The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request. | | |

| 10.56 | | | | | | — | | | | | | [Philip Morris International Inc. Tax Return P](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm)[reparation](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm) [Services Policy (incorporated by reference to Exhibit 1](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm)[0.51 to the Annual](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm) [Report on Form 10-K](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm) [for the year ended December 31, 2014).*](http://www.sec.gov/Archives/edgar/data/1413329/000141332915000016/pm-ex1051_123114xq4.htm) | | |