Philip Morris International (PM) 10-K risk factor changes: FY2024 vs FY2023

We may from time to time make written or oral forward-looking statements, including statements contained in this Annual Report on Form 10-K and other filings with the SEC, in reports to [removed: stockholders] [added: investors] and in press releases and investor webcasts.

Our [removed: RRPs] [added: SFPs] constitute a relatively new product category that is less predictable than our mature cigarette business.

Investors should bear this in mind as they consider forward-looking statements and whether to [added: invest in or remain invested in our securities.]

[removed: Consequently, you] should not consider the following to be a complete discussion of all potential risks or uncertainties.

We may be unsuccessful in our attempts to introduce, commercialize, and grow [removed: reduced-risk] [added: smoke-free] products in existing and new markets, and regulators may prohibit or significantly restrict the commercialization of these products or the communication of scientifically substantiated information and claims.

Our key strategic priorities are to: (i) continue developing and commercializing products that present less risk of harm to adult smokers who switch to [removed: reduced-risk] [added: smoke-free] products versus continued cigarette smoking; and (ii) encourage and educate current adult smokers who would otherwise continue to smoke cigarettes to switch to those products.

| • | | | develop [removed: RRPs] [added: SFPs] that adult smokers who would otherwise continue to smoke cigarettes find to be satisfying alternatives to smoking; | | |

| • | | | for those adult smokers, our goal is to [added: develop and] offer [removed: RRPs] [added: SFPs] with a scientifically substantiated risk-reduction profile that approaches as closely as possible the risk-reduction profile associated with smoking cessation; | | |

| • | | | advocate for the development of science-based regulatory frameworks for the development and commercialization of [removed: RRPs,] [added: SFPs,] including the communication of scientifically substantiated information to enable adult smokers to make better choices. | | |

We might not succeed in our effort to introduce, commercialize, and grow our [removed: RRPs] [added: SFPs] in existing and new markets.

If we do not succeed, but others do, or if heat-not-burn products are inequitably regulated compared to other [removed: RRP] [added: SFP] categories without regard to the totality of the scientific evidence available for such products, we may be at a competitive disadvantage.

In addition, actions of some market participants, 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 the health consequences of all e-vapor products or other [removed: RRPs] [added: SFPs] to consumers, regulators and policy makers without regard to the totality of scientific evidence available for specific products.

This may impede our efforts to advocate for the development of science-based regulatory frameworks for the development and commercialization of [removed: RRPs.][added: SFPs.]

We cannot predict the extent to which regulators will permit the sale and/or marketing of [removed: RRPs.][added: SFPs.]

Regulatory restrictions could limit the success of our [removed: RRPs.][added: SFPs.]

The World Health Organization (the "WHO") study group on tobacco product regulation published their [removed: eighth] [added: ninth] report on the scientific basis of tobacco product regulation in [removed: May 2021.][added: August 2023.]

In August 2021, the [removed: FCTC] [added: Framework Convention on Tobacco Control (the "FCTC")] Secretariat published two reports on novel and emerging tobacco products to the Ninth Session of the CoP of the FCTC, which are not materially different from the WHO study group report.

Substantive decisions based on these reports were deferred to the Tenth Session of the CoP ("CoP [removed: 10"), which was scheduled for November 2023, but has been postponed to February 2024.][added: 10").]

[removed: The WHO’s reports] [added: Reports issued by the WHO and other FCTC guidelines or recommendations] are not binding on the WHO Member States or on parties to the FCTC, and so it is not possible to predict the extent to which any proposals it adopts will be implemented.

However, the WHO proposals could lead to restrictions on the availability of certain of our [removed: RRPs] [added: SFPs] and access to accurate information about them in one or more of our markets, which could have a material adverse effect on our results of operations.

Additionally, any claims, regardless of merit, challenging our research and clinical data available to date, may impact the development of science-based regulatory frameworks for the commercialization of the [removed: RRP] [added: SFP] category and the commercialization of the [removed: RRP] [added: SFP] category in general.

Our [removed: RRPs] [added: SFPs] and commercial activities for these products are designed for, and directed toward, current adult smokers and [added: adult] users of nicotine-containing products.

[removed: If there is significant usage, whether actual or perceived, of our] products or competitive products among youth or non-smokers, even in situations over which we have no control, our reputation and credibility may suffer, 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 development and commercialization of [removed: RRPs] [added: SFPs] may be significantly impacted.

[removed: Moreover, the] [added: The] FDA’s premarket tobacco product and modified risk tobacco product authorizations of two versions of our [removed: Platform 1] [added: *IQOS*] product [added: as well as the premarket tobacco authorizations of 20 varieties of *ZYN* pouches] are subject to strict marketing, reporting and other requirements.

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

Failure to successfully manage compliance and to resolve any disputes that may arise regarding the application of legal and administrative requirements to our products could negatively impact the timing, manner, or success of our [added: SFP] commercialization [removed: plans] in the United [removed: States.][added: States, which could in turn have a material adverse effect on our results of operations, revenues, cash flows, or profitability.]

[removed: We] [added: Moreover, we] also submitted additional premarket tobacco applications for other *ZYN* products after the [added: September 9, 2020] deadline, and we are unable to market these products until the FDA authorizes such applications.

There is no guarantee that the *ZYN* products will receive the necessary authorizations from the [removed: FDA or that the FDA will allow us to continue to sell the *ZYN* products currently in the market, pending its review of the applications.][added: FDA.]

The financial and business performance of our [removed: reduced-risk] [added: smoke-free] products is less predictable than our cigarette business.

Our [removed: RRPs] [added: SFPs] are novel products in a relatively new category, and the pace at which adult smokers adopt them may vary, depending on the competitive, regulatory, fiscal and cultural environment, and other factors in a specific market.

The impact of this lower predictability on our projected results for a specific period may be significant, due to geopolitical or macroeconomic events that negatively impact [removed: RRP] [added: SFP] availability or adoption, which in turn may have a material adverse effect on our results of operations.

We may be unsuccessful in our efforts to differentiate [removed: reduced-risk] [added: smoke-free] products and cigarettes with respect to taxation.

To date, we have been largely successful in demonstrating to regulators that our [removed: RRPs] [added: SFPs] are not cigarettes due to the absence of combustion, and accordingly they are generally taxed either as a separate category or as other tobacco products, which typically yields more favorable tax rates than cigarettes.

Nevertheless, we are unable to predict whether regulators will be issuing new regulations under which [removed: RRPs] [added: SFPs] will be equally taxed in line with other tobacco products such as conventional cigarettes.

If we cease to be successful in these efforts, [removed: RRP] [added: SFP] unit margins may be materially adversely affected, which in turn may have a material adverse effect on our results of operations, revenues, cash flows, and profitability.

A continuous decline in the consumption of cigarettes could have a material adverse effect on our [removed: revenue,] [added: revenues,] cash [removed: flow] [added: flows] and 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 [added: regimes based on sales price can place us at a competitive disadvantage in certain markets.]

In addition, increases in cigarette taxes are expected to continue to have an adverse impact on our sales of cigarettes, due to resulting lower consumption levels, a shift in sales from manufactured cigarettes to other combustible tobacco products and from the premium-price to the mid-price or low-price cigarette categories, where we may be under-represented, from local sales to cross-border purchases of lower price products, or to illicit products such as contraband, counterfeit and [removed: "illicit whites."][added: other non-compliant or otherwise illicit products.]

Each of these risks could have a material adverse effect on our business, operations, results of operations, revenues, cash [removed: flow] [added: flows] and profitability.

Governmental actions, combined with the diminishing social acceptance of smoking and private actions to restrict smoking, have resulted in reduced industry volumes for our products in many of our markets, and we expect that such factors will continue to reduce consumption levels and will increase down-trading and the risk of counterfeiting, contraband, [removed: "illicit whites"] [added: illicit trade] and cross-border purchases.

Consequently, you

CoP 10 to the FCTC took place in February 2024.

According to reports and decisions published, neither new decisions nor new policy recommendations on novel and emerging tobacco products were adopted.

Specific Guidelines were adopted to address cross-border Tobacco Advertising, Promotion, and Sponsorship ("TAPS") and the depiction of tobacco in entertainment media.

The Eleventh Session of the CoP is currently scheduled to take place in November 2025.

If there is significant usage, whether actual or perceived, of our

In April 2024, we also submitted MRTPAs for *ZYN* products currently marketed in the U.S. and requested authorization of the modified risk claim.

Such changes, as well as changes in taxing

Currently, many countries have enacted or taken actions to align with the OECD’s framework on a global minimum tax (referred to as “Pillar Two”), effective for taxable years beginning after December 31, 2023.

We will continue to evaluate and monitor as additional guidance and clarification becomes available.

Our management uses certain key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions and such metrics may not accurately reflect all of the aspects of our business needed to make such evaluations and decisions, in particular as our business continues to evolve.

In addition to our consolidated financial results, our management regularly reviews a number of operating and financial metrics, including various revenue, user and sales metrics (such as market shares, in-market sales, adjusted in-market sales, and SFP users) to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

We believe that these metrics are representative of our current business; however, these metrics may not accurately reflect all aspects of our business and we anticipate that these metrics may change or may be substituted for additional or different metrics as our business evolves.

Furthermore, in some instances the metrics are based upon a number of assumptions and estimates

that, while presented with numerical specificity, are inherently subject to significant uncertainties and contingencies.

If our management fails to account for other relevant information or substitute the key business metrics they review as our business changes or if the assumptions or estimates underlying the metrics are inaccurate, their ability to accurately formulate financial projections and make strategic decisions may be compromised and our business, financial results and future growth prospects may be adversely impacted.

The deprivation of rights in, or access to, our Russian or Russia-related assets could also result in a material impairment and could cause the deconsolidation of our Russian business.

Additionally, government authorities, non-governmental organizations or external stakeholders are increasingly filing lawsuits or initiating regulatory actions, alleging that public statements regarding sustainability-related matters and practices are misleading or false.

Additionally, while the supply chains our operations rely on are generally self-contained within their respective trade regions and have limited inflexible trade connections to markets that represent a high tariff risk, a broader increase in tariffs could disrupt our supply chains and increase our costs.

As of March 2024, we began facing litigation related to our oral nicotine products before certain courts in the United States.

The research, development, and commercialization of non-recreational cannabinoid products subjects the Company to legal, regulatory, reputational and other risks.

Our Wellness and Healthcare business is researching, developing, and exploring the commercialization of medical and pharmaceutical cannabinoids and non-recreational cannabinoid products (including CBD).

Our Wellness and Healthcare business currently anticipates pursuing these activities in select non-U.S. markets.

While we will undertake the activities in a manner consistent with all applicable requirements, successful commercialization is dependent on compliance with a constantly evolving legal and regulatory environment, and subject us to various legal, reputational and regulatory risks, which could have a material, adverse effect on our business and results of operations.

A failure by our Wellness and Healthcare business to comply with applicable laws could result in criminal, civil, or tax liability.

Additionally, some information technology systems may be supported by artificial intelligence capabilities that may not function as intended, posing cybersecurity and data protection risks.

Cyberattacks, security incidents and vulnerabilities have impacted, and we expect will continue to impact, PMI, our business partners, and our third-party providers.

Cyberattacks continue to dynamically evolve in sophistication and volume, making it difficult for us to predict probability, frequency, and impact severity of security incidents on the Company.

We also have, and continue to face, immaterial third-party information security breaches.

While these types of incidents have occurred frequently within the last three years, none have been material to our business, financial condition, or results.

Although we maintain a cyber

liability insurance policy to address many of these risks, such policy may not be sufficient to prevent a cybersecurity incident or attack from resulting in a material adverse effect on our business, reputation, financial condition, or operating results.

*Risks Related to Acquisitions and Divestitures*

We may not successfully identify, complete, or realize the benefits from strategic acquisitions, divestitures, joint ventures, or investments.

From time to time, we evaluate acquisition candidates, joint ventures, or investments that may strategically fit our business objectives.

As a result of some of these evaluations, we have acquired and may acquire in the future certain businesses (or parts of businesses) or assets.

We have also divested and may divest businesses from time to time.

These activities may present financial, managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses; difficulties in integrating, or inability to successfully integrate, acquired businesses, including integrating or separating personnel, information technology, financial and other systems; inability to effectively and immediately implement control environment processes across a diverse employee population; adverse effects on existing or acquired customer and supplier business relationships; potential disputes with buyers, sellers, or partners, as well as other unanticipated problems or liabilities, such as contingent liabilities and litigation.

Activities in such areas are regulated by numerous antitrust and competition laws in the United States, the European Union, the United Kingdom, and elsewhere.

We have in the past and may in the future be required to obtain approval of these transactions by competition or other regulatory authorities or to satisfy certain legal requirements, and we may be unable to obtain such approvals or satisfy such requirements, each of which may result in additional costs, delays, or our inability to complete such transactions.

invest in or remain invested in our securities.

In August 2023, the WHO Study Group on Tobacco Products Regulation ("TobReg") issued its ninth report, including recommendations on nicotine pouches, which were in line with previous policy recommendations on regulating flavors in tobacco and nicotine products.

It is not possible to predict whether or to what extent these developments will be reflected in decisions adopted at CoP 10, following deliberations.

In December 2023, the WHO issued a white paper on electronic cigarettes.

While acknowledging that long-term health effects of using e-cigarettes are not fully understood, the WHO calls on countries to ban or strictly regulate these products in order to prevent youth uptake and counter nicotine addiction.

Premarket tobacco applications for certain *ZYN* products, which are currently marketed in the U.S., were submitted in March 2020.

The FDA has not completed its review of such applications but concluded that such *ZYN* products can continue to be marketed in the U.S., subject to the FDA’s enforcement discretion, because the applications were submitted prior to a September 9, 2020 deadline.

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

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 subsidiaries could be enacted.

If implemented, such changes, as well as changes in taxing jurisdictions’ administrative interpretations, decisions, policies, or positions, could also have a material adverse impact on our effective tax rate thereby reducing our net earnings.

disrupted in certain markets or our costs may increase significantly if we must replace such third parties with other partners or our own resources.

*Risks Related to Swedish Match and Vectura Fertin Pharma*

We may be unable to fully realize the expected benefits from the acquisitions of Swedish Match or Vectura Fertin Pharma.

Since 2021, we have acquired Swedish Match, OtiTopic, Fertin Pharma and Vectura (collectively, the "Acquisitions"), and subsequently launched Vectura Fertin Pharma, our new Wellness and Healthcare business, consolidating OtiTopic, Fertin Pharma and Vectura.

The anticipated benefits of the Acquisitions may not be realized fully, or at all, or may take longer to realize than expected.

Furthermore, the success of the Acquisitions also depends on the continued successful commercialization and growth of Swedish Match's products in highly competitive markets and on the success of the research and development efforts of Vectura Fertin Pharma, including the ability to obtain regulatory approval for new products, and the ability to commercialize or license these new products developed by them.

Moreover, our combustible product portfolio may stand in the way of introducing and growing new Wellness and Healthcare product categories and may prevent our business from developing a long-term sustainable ecosystem of products in the wellness, therapeutic, and healthcare categories.

Swedish Match and Vectura Fertin Pharma may have liabilities that are not known to us.

The businesses that we have acquired may have liabilities that we were unable to identify, or were unable to discover, in the course of performing our due diligence investigations during the Acquisitions thereof.

There is no assurance that the indemnification available to us under the respective acquisition agreements, will be sufficient in amount, scope or duration to fully offset the possible liabilities associated with the respective business or property that we assumed upon consummation of each Acquisition.

Furthermore, the acquisition of Swedish Match was structured as a direct purchase of shares from Swedish Match shareholders and therefore did not include an acquisition agreement or indemnification rights.

Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

We accounted for the completion of the Acquisitions using the acquisition method of accounting.

PMI, Swedish Match and Vectura Fertin Pharma may be subject to uncertainties that could adversely affect our respective businesses, and adversely affect the financial results of our combined businesses.

Our success following these Acquisitions depends in part upon our ability and the ability of each of Swedish Match and Vectura Fertin Pharma to maintain business relationships.

The effect of the Acquisitions on customers, suppliers, employees and other constituencies of each of Swedish Match, Fertin Pharma and Vectura, may have a material adverse effect on us and/or the businesses that we have acquired through the Acquisitions.

Customers, suppliers and others who do business with Swedish Match or Vectura Fertin Pharma may delay or defer business decisions, decide to terminate, modify or renegotiate their relationships, or take other actions, which could negatively affect the revenues, earnings and cash flows of our company or the businesses that we have acquired.

Regulatory changes may have an impact on the development and/or commercialization of products which originate from the Swedish Match or Vectura Fertin Pharma value chains, as well as our revenues, earnings and cash flow.

If we are unable to maintain the business and operational relationships of Swedish Match, or of Vectura Fertin Pharma, our financial position, results of operations or cash flows upon combining with these companies could be adversely affected.

*Risk [removed: Factors*.][added: Factors*, Item 8, Note 4.]

Since 2008, we have invested [removed: $12.5] [added: over $14] 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.

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

[removed: The] [added: Following a robust science-based review, the] U.S. Food and Drug Administration (the "FDA") has authorized [added: the marketing of Swedish Match’s *General* snus and *ZYN* nicotine pouches and] versions of [removed: our] [added: PMI’s] *IQOS* [removed: Platform 1] devices and [removed: consumables, and Swedish Match's *General* snus, as Modified Risk Tobacco Products ("MRTPs").][added: consumables - the first-ever such authorizations in their respective categories.]

- East Asia, Australia, and PMI Duty Free Region ("EA, AU & PMI DF"); [added: and]

Following the combination and the progress in 2023 toward [removed: integrating] the [added: integration of the] Swedish Match business into [removed: the] [added: PMI's] existing [removed: PMI] regional [removed: segment] structure, [removed: we will update our] [added: PMI updated in January 2024 its] segment reporting by including [added: the former] Swedish Match [added: segment] results [removed: in] [added: into] the four existing geographical segments.

Our cigarettes are sold in approximately [removed: 175] [added: 170] markets, and in many of these markets they hold the number one or number two market share position.

Smoke-free products (also referred to herein as "SFPs") is the term [removed: we primarily use] [added: PMI uses] to refer to all of [removed: our] [added: its] products that [removed: are not combustible tobacco products,] [added: provide nicotine without combusting tobacco,] such as heat-not-burn, e-vapor, and oral [removed: nicotine.][added: smokeless, and that therefore generate far lower levels of harmful chemicals.]

[removed: In addition, SFPs include] [added: SFB also includes] wellness and healthcare products, as well as consumer [removed: accessories] [added: accessories,] such as lighters and matches.

[removed: RRPs is the term] [added: And] we [removed: use to refer to] [added: believe that regulation and taxation should differentiate between cigarettes and] products that present, are likely to present, or have the potential to present less risk of harm to [added: adult] smokers who switch to these products versus [removed: continuing] [added: continued] smoking.

We have a range of [removed: RRPs] [added: SFPs] in various stages of development, scientific [removed: assessment] [added: assessment,] and commercialization.

*IQOS* [removed: is] [added: and *ZYN* are] the leading [removed: brand] [added: brands] in our SFPs portfolio.

As of December 31, [removed: 2023,] [added: 2024,] our smoke-free products were available for sale in [removed: 84] [added: 95] markets.

The Swedish Match acquisition [removed: is] [added: was] a key milestone in PMI’s transformation to becoming a smoke-free company.

Swedish [removed: Match has a] [added: Match's *ZYN* is the] leading nicotine pouch [removed: franchise] [added: brand] in the U.S. [removed: under the *ZYN* brand name.][added: market.]

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

In 2022, we [removed: also completed] [added: reached] an agreement with Altria Group, Inc. to end our commercial relationship in the U.S. covering *IQOS* as of April 30, 2024.

For further details of our [removed: 2021 and] 2022 [removed: acquisitions,] [added: acquisition of Swedish Match,] as well as the agreement with Altria Group, [removed: Inc.,] [added: Inc. discussed above,] see Item 8, Note 3.

[removed: *Acquisitions*] [added: *Acquisitions] and [added: Divestitures* and] the "Business Environment" section of this Item [removed: 7][added: 7.]

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 [removed: law.][added: law, including governmental capital and foreign currency exchange controls.]

For further details, see Item 8, Note [removed: 18.][added: 6.]

[removed: *Contingencies*.][added: *Contingencies*).]

[removed: *War] [added: War] in [removed: Ukraine*][added: Ukraine]

We continue commercial activities in select locations where safety allows, in order to provide product availability and service to adult consumers, and [removed: supply] [added: supplies] the market from production centers outside Ukraine, as well as through a contract manufacturing arrangement.

Preparatory work for the facility began in July [removed: 2023 and production is expected to commence in the first quarter of 2024.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] our Ukrainian operations had approximately [removed: $0.4] [added: $0.6] billion in total assets, excluding intercompany balances.

As of December 31, [removed: 2023,] [added: 2024,] our Russian operations had approximately $2.7 billion in total assets, excluding intercompany balances, of which approximately [removed: $0.8] [added: $1.0] billion consisted of cash and [added: cash] equivalents held mostly in local currency (Russian rubles).

Additionally, we hold a 23% equity interest in Megapolis Distribution [removed: BV,] [added: B.V., which was] the holding company of [added: JSC TK Megapolis (formerly] CJSC TK [removed: Megapolis,] [added: Megapolis), pursuant to Dutch law,] PMI's distributor in Russia.

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

For further details, see Item 8, Note [removed: 4.][added: 3.]

[removed: *Risk Factors*] [added: *War in Ukraine*] and the [removed: "*Trade] [added: *"Trade] Policy*" section of this Item 7.

- Net Revenues – Net revenues of [removed: $35.2] [added: $37.9] billion for the year ended December 31, [removed: 2023,] [added: 2024,] increased by [removed: $3.4] [added: $2.7] billion, or [removed: 10.7%,] [added: 7.7%,] from the comparable [removed: 2022] [added: 2023] amount.

The change in our net revenues from the comparable [removed: 2022] [added: 2023] amount was driven by the following (variances not to scale):

[removed: ][added: ]

Net revenues, excluding currency and acquisitions, increased by [removed: 7.6%, mainly] [added: 3.6%,] reflecting: a favorable pricing variance, [removed: primarily] [added: mainly] driven by higher combustible tobacco [removed: pricing, and favorable volume/mix, mainly driven by higher HTU volume,] [added: pricing;] partially offset by [added: unfavorable volume/mix, mainly due to] lower cigarette [added: volume, as well as unfavorable cigarette mix, partly offset by higher HTU] volume.

[removed: The increase was] [added: Net revenues, excluding currency and acquisitions, increased by 10.1%, mainly reflecting: a favorable pricing variance, primarily driven by higher combustible tobacco pricing; and favorable volume/mix, driven by higher smoke-free products volume,] partly offset by [removed: lower fees for certain distribution rights billed] [added: unfavorable cigarette mix, as well as a favorable comparison] to [removed: customers in certain markets and] [added: 2023 reflecting] a charge [removed: to net revenues] in [added: the first quarter of] 2023 of $80 million following the termination of a distribution arrangement in the Middle East, [removed: both] shown in "Other." The termination of a distribution arrangement in the Middle East is further described in the following "*Diluted Earnings Per Share*" discussion.

Net revenues by product category for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] are shown below:

[removed:  ][added:  ]

- Diluted Earnings Per Share – The changes in our reported diluted earnings per share (“diluted EPS”) for the year ended December 31, [removed: 2023,] [added: 2024,] from the comparable [removed: 2022] [added: 2023] amounts, were as follows:

| [removed: For] [added: For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2022] [added: 2022] | | | [removed: $] | [removed: 5.81] | | | | | [added: | | | | | | | | | | | |]

Versions of *IQOS* devices and consumables and *General* snus also obtained the first-ever Modified Risk Tobacco Product ("MRTP") authorizations from the FDA.

Our four geographical segments are as follows:

- Americas Region.

Our Wellness and Healthcare segment ("W&H") remained unchanged in 2024.

Following the sale of Vectura Group Ltd. on December 31, 2024, we will update our segment reporting by including the remaining Wellness & Healthcare results in the Europe segment.

In addition, we will be renaming our “PMI Duty Free” business to “PMI Global Travel Retail” effective in the first quarter of 2025.

As a result of this change, PMI's segment that includes our duty free business will be renamed East Asia, Australia & PMI Global Travel Retail (“EA, AU & PMI GTR”).

As of the first quarter of 2025, our reporting will reflect these changes.

Smoke-Free Business ("SFB”) is the term PMI uses to refer to all of its smoke-free products.

As such, these products have the potential to present less risk of harm versus continued smoking.

Our Wellness and Healthcare business strategy focuses on developing and commercializing oral and inhaled consumer health and wellness offerings and inhaled prescription products for therapy areas that include pain management and cardiovascular emergencies.

This includes medical and pharmaceutical cannabinoids, and non-recreational cannabinoid products (including CBD), in line with applicable regulatory requirements, though any revenue related to cannabinoids is expected to be negligible in the near to medium term.

PMI now holds the full rights to commercialize *IQOS* in the U.S.

*Impairment Related to the Rothmans, Benson & Hedges Equity Investment*

On October 17, 2024, the court-appointed mediator and monitor in the CCAA proceedings filed a proposed plan of compromise and arrangement (“Proposed Plan”) setting forth, among other things, certain terms of a proposed comprehensive resolution of Canadian tobacco claims and related litigation.

Under the resolution contemplated by the Proposed Plan, RBH, Imperial Tobacco Canada Limited ("ITL") and JTI Macdonald Corp ("JTIM") would pay an aggregate global settlement amount of CAD 32.5 billion (approximately $22.3 billion).

A significant determinative factor in the analysis of impairment indicators was the issue of allocation of CAD 32.5 billion aggregate settlement amount among RBH, ITL, and JTIM which remained unresolved at the time of filing.

On January 24, 2025, RBH filed an objection to approval of the Proposed Plan with the CCAA court (for further details, see Item 8, Note 18.

Developments, including the positions taken by RBH in this objection and the positions taken by other parties in related filings narrowed the range of possible outcomes with respect to the allocation of the aggregate settlement amount of CAD 32.5 billion among RBH, ITL, and JTIM, which was determined to be an indicator that PMI’s investment in RBH may be impaired.

Although there remains some uncertainty as to the final terms of the Proposed plan, PMI evaluated its investment in RBH for potential impairment and concluded that the estimated fair value of its investment in RBH was lower than its carrying value.

As a result, PMI performed a quantitative valuation of its investment in RBH as of December 31, 2024, and recorded a non-cash impairment charge of $2,316 million (representing a diluted EPS charge of $1.49 per share) in the consolidated statement of earnings for the year ended December 31, 2024, as a recognized subsequent event.

| 2023 Restructuring charges | | | 0.06 | | | | | |

| 2024 Restructuring charges | | | (0.10) | | | | | |

| 2024 Impairment of other intangibles | | | (0.01) | | | | | |

| 2024 Impairment related to RBH equity investment | | | (1.49) | | | | | |

| 2024 Amortization of intangibles | | | (0.40) | | | | | |

| 2024 Loss on sale of Vectura Group | | | (0.13) | | | | | |

| 2024 Egypt sales tax charge | | | (0.03) | | | | | |

| 2024 Megapolis localization tax impact | | | (0.05) | | | | | |

| Subtotal of 2024 items | | | (2.05) | | | | | |

| Currency | | | (0.38) | | | | | |

| Interest | | | (0.03) | | | | | |

| Operations | | | 1.04 | | | | | |

| For the year ended December 31, 2024 | | | $ | 4.52 | | (10.0) | | % |

During 2024, we recorded pre-tax restructuring charges of $180 million (representing $150 million net of income tax and a diluted EPS charge of $0.10 per share), related to the restructuring of the sourcing of *IQOS* products to be commercialized in the U.S., and the cessation of our operations in Venezuela.

*Restructuring Activities*.

*Related Parties - Equity Investments and Other*.

The higher amortization expense in 2024 included the reacquired rights recorded as other intangible assets, net following the reacquisition of *IQOS* commercialization rights in the U.S. from Altria Group, Inc. For further details, see Item 8, Note 5.

*Impairment of goodwill and other intangibles –* During the second quarter of 2023, as a result of the completion of our annual review of goodwill and non-amortizable intangible assets for potential impairment, it was determined that the estimated fair value of the Wellness and Healthcare reporting unit was lower than its carrying value.

During the first quarter of 2024, we recorded an impairment charge of $27 million (representing $20 million net of income tax or $0.01 per share decrease in diluted EPS), primarily reflecting the impairment of non-amortizable intangible assets related to an in-process research and development project in the Wellness and Healthcare segment.

In January 2023, we began managing our business in four geographical segments, down from six previously, in addition to our continuing Swedish Match and Wellness and Healthcare segments: As of December 31, 2023, our operating segments were as follows:

- Americas Region;

*•*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 Vectura Fertin Pharma business.

As of the first quarter of 2024, we will report on this basis.

In addition to the manufacture and sale of cigarettes, we are engaged in the development and commercialization of reduced-risk products ("RRPs").

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

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 ("Vectura") and Fertin Pharma A/S ("Fertin Pharma"), which provide essential capabilities for future product development.

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

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 cigarettes to better alternatives faster than either company could achieve separately.

Thereafter, PMI will hold the full rights to commercialize *IQOS* in the U.S. On July, 14, 2023, we made the final payment to Altria under the terms of the agreement.

*Global Patent Settlement*

On February 1, 2024, we entered into a global settlement agreement with British American Tobacco p.l.c.

("BAT") that resolves all ongoing patent infringement litigation between the parties related to heated tobacco and vapor products.

The settlement includes non-monetary provisions between PMI and BAT that resolve all ongoing global patent infringement litigation, encompassing all related injunctions and exclusion orders, and prevents patent infringement and certain other future claims against current heated tobacco and vapor products.

Under the settlement PMI and BAT also agreed to request rescission of the Limited Exclusion Order and Cease and Desist Order issued by the International Trade Commission prohibiting the importation of certain heat-not-burn products by PMI and

its affiliates into the U.S. The settlement also allows each party to innovate and introduce product iterations.

*War in Ukraine* to our consolidated financial statements, as well as Item 1A.

Net revenues increased by 10.7%, including the impact of the Swedish Match acquisition and currency.

| 2022 Amortization of intangibles | | | 0.09 | | | | | |

| 2022 Costs associated with Swedish Match AB offer | | | 0.06 | | | | | |

| Subtotal of 2022 items | | | 0.17 | | | | | |

| 2023 Asset impairment and exit costs | | | (0.06) | | | | | |

| 2023 Impairment of goodwill and other intangibles | | | (0.44) | | | | | |

| Currency | | | (0.63) | | | | | |

| Interest | | | (0.21) | | | | | |

| Operations | | | 0.84 | | | | | |

During 2023, we recorded a pre-tax charge of $53 million (representing $43 million net of income tax and a diluted EPS charge of $0.03 per share), related to circumstances driven by the war, including the cost of PMI’s humanitarian efforts, severance payments, as well as an impairment of certain long-lived assets.

During 2023, we recorded amortization of intangibles expense of $497 million (representing $389 million net of income tax or $0.25 per share decrease in diluted EPS).

The higher amortization expense in 2023 was primarily due to increased acquired intangible assets recorded as a result of our acquisitions in 2022.

*Impairment of goodwill and other intangibles –* During 2022, we recorded an impairment charge related to definite-lived intangible assets of $112 million (representing $98 million net of income tax and a diluted EPS charge of $0.06 per share) reflecting the impact of general economic and market conditions resulting in a reduction in future estimated cash flows on certain products within the Wellness and Healthcare segment.

*Costs associated with Swedish Match AB offer* – During 2022, we incurred pre-tax costs associated with the Swedish Match offer of $116 million (representing $99 million net of income tax and a diluted EPS charge of $0.06 per share) primarily related to financing costs, derivative financial instruments and certain transaction related costs.

These pre-tax adjustments were recorded in cost of sales in the consolidated statements of earnings for the years ended December 31, 2023 and 2022.

*Acquisitions*.

*Asset Impairment and Exit Costs*.

The 2022 Tax items that increased our 2022 diluted EPS by $0.03 per share in the table above were due to a reduction in deferred tax liabilities related to pension plan assets of $40 million.

- Swedish Match: Reflecting the 2023 impact following the fourth quarter 2022 acquisition; and

partially offset by

- Wellness and Healthcare: Primarily reflecting commercial investments and higher administration costs; and

Based on this review, it was determined that the estimated fair value of the Wellness and

Our current product portfolio primarily consists of cigarettes and smoke-free [removed: products, which include heat-not-burn, vapor, and oral nicotine] products.

Since 2008, we have invested [removed: $12.5] [added: over $14] 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.

[removed: The] [added: Following a robust science-based review, the] U.S. Food and Drug Administration (the "FDA") has authorized [added: the marketing of Swedish Match’s *General* snus and *ZYN* nicotine pouches and] versions of [removed: our] [added: PMI’s] *IQOS* [removed: Platform 1] devices and [removed: consumables, and Swedish Match's *General* snus, as Modified Risk Tobacco Products ("MRTPs").][added: consumables - the first-ever such authorizations in their respective categories.]

Through our acquisition of Swedish [removed: Match,] [added: Match in 2022, with its leading nicotine pouch franchise in the U.S. under the *ZYN* brand name,] we acquired a market leader in oral nicotine delivery with a significant presence in the United States market.

The Swedish Match acquisition [removed: was] [added: has been] a key milestone in PMI’s transformation to becoming a smoke-free company.

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

[removed: *Acquisitions*] [added: *Acquisitions] and [removed: Note 13.][added: Divestitures*.]

Smoke-free products [removed: ("SFPs")] [added: (also referred to herein as "SFPs")] is the term [removed: we primarily use] [added: PMI uses] to refer to all of [removed: our] [added: its] products that [removed: are not combustible tobacco products,] [added: provide nicotine without combusting tobacco,] such as heat-not-burn, e-vapor, and oral [removed: nicotine.][added: smokeless, and that therefore generate far lower levels of harmful chemicals.]

[removed: In addition, SFPs include] [added: SFB also includes] wellness and healthcare products, as well as consumer [removed: accessories] [added: accessories,] such as lighters and matches.

We have a range of [removed: RRPs] [added: SFPs] in various stages of development, scientific assessment and commercialization.

Our [removed: RRPs and commercial activities for these] [added: smoke-free] products are designed for, and directed toward, current adult smokers and [added: adult] users of nicotine-containing products.

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

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

[removed: HTU's] [added: HTUs] also include zero tobacco heat-not-burn consumables (*LEVIA*).

[removed: Platform 1] [added: *IQOS*] was first introduced in Nagoya, Japan, in 2014.

As of December 31, [removed: 2023,] [added: 2024,] our smoke-free products were available for sale in [removed: 84] [added: 95] markets.

[removed: At the time of our acquisition of Swedish Match, it already had a leading nicotine pouch franchise in the U.S. under the *ZYN* brand name*.*] The Swedish Match product portfolio is complementary to our existing [removed: smoke-free] 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 [added: cigarettes] to better alternatives faster than either company could achieve separately.

Our cigarettes are sold in approximately [removed: 175] [added: 170] 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: 39%] [added: 40%] of our total [removed: 2023] [added: 2024] cigarette shipment volume.

Our other leading international cigarette brands are *Chesterfield, L&M*, and *Philip Morris.* These five international cigarette brands contributed [removed: approximately 79%] [added: 80%] of our cigarette shipment volume in [removed: 2023.][added: 2024.]

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 [removed: law.][added: law, including governmental capital and foreign currency exchange controls.]

[removed: The] [added: Our] Wellness and Healthcare ("W&H") [removed: segment] [added: segment, which] includes the operating results of our Wellness and Healthcare business, [removed: Vectura Fertin Pharma.][added: remained unchanged in 2024.]

Following the combination and the progress in 2023 toward the integration of the Swedish Match business into [removed: the] [added: PMI's] existing [removed: PMI] regional [removed: segment] structure, [removed: we will update our] [added: PMI updated in January 2024 its] segment reporting by including [added: the former] Swedish Match [added: segment] results [removed: in] [added: into] the four existing geographical segments.

Our total shipment volume, including cigarettes and heated tobacco units, increased by [removed: 1.0%] [added: 2.5%] in [removed: 2023] [added: 2024] to [removed: 738.2] [added: 756.6] billion units, with shipment volume of heated tobacco units reaching [removed: 125.3] [added: 139.7] billion units in [removed: 2023,] [added: 2024,] up from [removed: 109.2] [added: 125.3] billion units in [removed: 2022.][added: 2023.]

Shipment volume of our principal cigarette brand, *Marlboro*, [removed: decreased] [added: increased] by [removed: 1.9%] [added: 3.7%] in [removed: 2023.][added: 2024.]

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

| | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Total Market, billion units (excluding China and the U.S.) | | | [removed: 2,580] [added: 2,618] | | | [removed: 2,622] [added: 2,579] | | | [removed: 2,620] [added: 2,621] | | |

| Total International Market Share (1) | | | [removed: 28.3%] [added: 28.7%] | | | [removed: 27.7%] [added: 28.3%] | | | [removed: 27.2%] [added: 27.7%] | | |

| Cigarettes | | | [removed: 23.7%] [added: 23.5%] | | | [removed: 23.6%] [added: 23.7%] | | | [removed: 23.7%] [added: 23.6%] | | |

| HTU | | | [removed: 4.7%] [added: 5.2%] | | | [removed: 4.1%] [added: 4.7%] | | | [removed: 3.5%] [added: 4.1%] | | |

| PMI Cigarette over Cigarette Market Share (2) | | | [removed: 25.2%] [added: 25.3%] | | | [removed: 25.0%] [added: 25.2%] | | | [removed: 24.8%] [added: 25.0%] | | |

| *Marlboro* Cigarette over Cigarette Market Share (3) | | | [removed: 9.8%] [added: 10.1%] | | | 9.8% | | | [removed: 9.5%] [added: 9.8%] | | |

- Our own brand retail infrastructure for our [removed: RRPs] [added: SFPs] and accessories for sales to consumers.

We compete primarily on the basis of product quality, brand recognition, brand loyalty, taste, R&D, innovation, packaging, customer service, marketing, advertising and retail [removed: price and, increasingly, adult smoker willingness to convert to our RRPs.][added: price.]

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

Competitors in our industry include [added: Altria Group, Inc.,] 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, 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 [removed: RRPs,] [added: SFPs,] all of which could have a material adverse effect on our profitability and results of operations.

In [removed: 2023,] [added: 2024,] we also contracted directly with farmers in several countries, including Argentina, Brazil, Italy, Pakistan and Poland.

Versions of *IQOS* devices and consumables and *General* snus also obtained the first-ever Modified Risk Tobacco Product ("MRTP") authorizations from the FDA.

PMI now holds the full rights to commercialize *IQOS* in the U.S. For further details, see Item 8, Note 3.

In 2021, we began our long-term growth ambitions beyond nicotine in wellness and healthcare given our strong foundation and significant expertise in life sciences.

Our Wellness and Healthcare business strategy currently focuses on developing and commercializing oral and inhaled consumer health and wellness offerings and inhaled prescription products for therapy areas that include pain management and cardiovascular emergencies.

This includes medical and pharmaceutical cannabinoids, and non-recreational cannabinoid products (including CBD), in line with applicable regulatory requirements, though any revenue related to cannabinoids is expected to be negligible in the near to medium term.

Smoke-Free Business ("SFB”) is the term PMI uses to refer to all of its smoke-free products.

As such, these products have the potential to present less risk of harm versus continued smoking.

as the KT&G-licensed brands, *Fiit* and *Miix* (outside of South Korea).

*IQOS* and *ZYN* are the leading brands in our SFPs portfolio.

With regard to nicotine pouches, we increased our presence to 37 markets.

Our four geographical segments are as follows:

Following the sale of Vectura Group Ltd. on December 31, 2024, we will update our segment reporting by including the remaining Wellness & Healthcare results in the Europe segment.

In addition, we will be renaming our “PMI Duty Free” business to “PMI Global Travel Retail” effective in the first quarter of 2025.

As a result of this change, PMI's segment that includes our duty free business will be renamed East Asia, Australia & PMI Global Travel Retail (“EA, AU & PMI GTR”).

As of the first quarter of 2025, our reporting will reflect these changes.

Past reported periods may be updated to ensure comparability and to incorporate the most current information for industry and market share reporting.

For our oral smoke-free products, direct materials include plastic cans and lids for nicotine pouches and traditional snus products, nicotine salt or nicotine premix for nicotine pouches, pouch material for individual pouchmaking and additives.

Our devices are made by various electronic manufacturing services providers ("EMS").

The components used in the assembly of these devices can be made by the EMS or purchased from other suppliers.

These components include mechanical parts, electrical and electromechanical components, batteries, semiconductors, and packaging materials.

Collaborative Culture.

We are proud of the global reach of our company, which operates in approximately 170 markets with employees representing more than 130 nationalities.

We reflect the demographics of the countries, communities, and consumers we serve, which is key to the variety of thought, innovation, and consumer-centric approach that enables us to deliver a smoke-free future.

Our focus is on fostering a performance-driven and collaborative culture, recognizing the value of our global workforce and their contributions.

We remain committed to the impact, growth, and well-being of our employees, providing them with the right environment, support, and resources for their careers and professional development.

These principles are codified in our cultural values, which we call the PMI DNA, and we embed these principles throughout our people and business guidelines, practices, and systems.

We believe this certification is a valuable component in our reputation as an employer.

Furthermore, we progressively certify our manufacturing centers against AWS (Alliance for Water Stewardship) and Carbon Neutrality, requiring improvement actions year on year.

On February 1, 2024, Philip Morris Products S.A., an indirect, wholly-owned subsidiary of PMI, and Nicoventures Trading Limited, an indirect, wholly-owned subsidiary of British American Tobacco p.l.c., entered into a settlement agreement (the “Settlement Agreement”) for an eight-year term, under which, among other things: (i) certain pending legal proceedings (the “Proceedings”) between them concerning certain of their respective products were dismissed with prejudice, subject to certain limited exceptions, and

without admission of liability; (ii) the Limited Exclusion Order and Cease and Desist Order issued by the International Trade Commission on September 29, 2021, prohibiting the importation of certain heat-not-burn products by PMI and its affiliates into the United States was rescinded; and (iii) any injunctions granted to either party in the Proceedings were fully and finally discharged, without admission of liability.

The parties have also agreed to certain covenants not to sue on a perpetual, royalty-free basis or on a royalty-bearing basis, subject to the terms and conditions set forth in the Settlement Agreement, and, among other things, both parties may introduce certain heat-not-burn and vapor products under the Settlement Agreement (including certain evolutions of the existing heat-not-burn and e-vapor products, and certain variants and product line extensions of heat-not-burn and e-vapor products), which products may be royalty-bearing or royalty-free depending on the patents of the other party that may have been used in the development thereof.

In September 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.

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

Our 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.

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

For further details of our 2021 and 2022 acquisitions, see Item 8, Note 3.

*Segment Reporting*, and for additional details concerning the agreement with Altria, see Item 7.

*Management's Discussion and Analysis of Financial Condition and Results of Operation - Operating Results by Business Segment - Business Environment.*

Reduced-risk products ("RRPs") is the term we use to refer to products that present, are likely to present, or have the potential to present less risk of harm to smokers who switch to these products versus continuing to smoke.

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

Heated tobacco units ("HTU") is the term we use to refer to heated tobacco consumables,

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 previous six, as follows:

The operations of Swedish Match, which reflects our fourth quarter 2022 acquisition of the company, and our Wellness and Healthcare segment remained unchanged.

As of the first quarter of 2024, we will report on this basis.

available data from a number of internal and external sources, and may, in defined instances, exclude China and/or our duty free business.

Therefore, we strive to ensure the development of our existing talent while recruiting those with expertise in areas that are relatively new to us such as digital and technical solutions.

Diversity, Equity, and Inclusion.

At PMI, we believe that a diverse workforce and an inclusive culture are strategic priorities that help fuel innovation and business success.

We aspire to maintain a minimum of 40% female representation globally in management positions in most of our business functions and regions, and to have at least 35% of senior positions held by women globally by 2025.

Given the size and continued growth of our business in Asia, it is also our aspiration to have at least 20% of senior roles held by Asian talent globally and at least 60% representation of local talent in our market management teams by 2025.

In 2022, we were re-certified as a global EQUAL-SALARY organization for the second time, verifying that PMI continues to pay female and male employees equally for equal work everywhere where we operate.

This achievement is an important milestone toward the creation of a more diverse and inclusive workplace and the continuation of our reputation as a top employer.

In 2023, we completed another year of market level reviews with success and maintained our global certification.

Creation of employee resource groups ("ERGs") was another important priority to drive further inclusion at PMI.

Our ERGs are open to participation by all employees and we believe they help build an enhanced sense of belonging, visibility, and greater understanding of different experiences and dimensions of diversity in our company.

Currently, we have established global ERGs for race, ethnicity and cultural diversity, LGBTQ+, gender, parents and caregivers, and disability dimensions concerning our employees.

Each global ERG is sponsored by a member of the PMI senior leadership team to reinforce the fact that our strong commitment to diversity, equity and inclusion comes from the top.

In 2023, we continued to focus on the growth of our global ERGs, and to expand them locally, to be able to meet the specific needs of different markets and regions.

Based on current regulations, compliance with government regulations, including environmental regulations, has not had, and is not expected to have a material adverse effect on our results of operations, capital expenditures, financial position, earnings, or competitive position.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| [removed: 2.875%] [added: 3.750%] Notes due [removed: 2024] [added: 2031] | | | | | | [removed: PM24] [added: PM31B] | | | | | | New York Stock Exchange | | |

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $152] [added: $158] 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: 2024] [added: 2025] | | |

| Common Stock, no par value | | | | | | [removed: 1,552,456,597] [added: 1,554,857,221] | | | shares | | |

| Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May [removed: 8, 2024,] [added: 7, 2025,] to be filed with the Securities and Exchange Commission on or about March [removed: 28, 2024.] [added: 27, 2025.] | | | Part III | | |

| Item 1. | | | | | | Business | | | [removed: [1](#i4814fe4028d34cda952e28171f571e6e_13)] [added: [1](#id5122b52f33945ab8feddeff77f46ff7_13)] | | |

| Item 1A. | | | | | | Risk Factors | | | [removed: [7](#i4814fe4028d34cda952e28171f571e6e_16)] [added: [7](#id5122b52f33945ab8feddeff77f46ff7_16)] | | |

| Item 1B. | | | | | | Unresolved Staff Comments | | | [removed: [19](#i4814fe4028d34cda952e28171f571e6e_19)] [added: [19](#id5122b52f33945ab8feddeff77f46ff7_19)] | | |

| Item 1C. | | | | | | Cybersecurity | | | [removed: [19](#i4814fe4028d34cda952e28171f571e6e_2309)] [added: [19](#id5122b52f33945ab8feddeff77f46ff7_22)] | | |

| Item 2. | | | | | | Properties | | | [removed: [21](#i4814fe4028d34cda952e28171f571e6e_22)] [added: [21](#id5122b52f33945ab8feddeff77f46ff7_25)] | | |

| Item 3. | | | | | | Legal Proceedings | | | [removed: [21](#i4814fe4028d34cda952e28171f571e6e_25)] [added: [21](#id5122b52f33945ab8feddeff77f46ff7_28)] | | |

| Item 4. | | | | | | Mine Safety Disclosures | | | [removed: [21](#i4814fe4028d34cda952e28171f571e6e_28)] [added: [21](#id5122b52f33945ab8feddeff77f46ff7_31)] | | |

| Item 5. | | | | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [21](#i4814fe4028d34cda952e28171f571e6e_34)] [added: [22](#id5122b52f33945ab8feddeff77f46ff7_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i4814fe4028d34cda952e28171f571e6e_37)] [added: [\[Reserved\]](#id5122b52f33945ab8feddeff77f46ff7_40)] | | | [removed: [24](#i4814fe4028d34cda952e28171f571e6e_37)] [added: [25](#id5122b52f33945ab8feddeff77f46ff7_40)] | | |

| Item 7. | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [24](#i4814fe4028d34cda952e28171f571e6e_40)] [added: [25](#id5122b52f33945ab8feddeff77f46ff7_43)] | | |

| Item 7A. | | | | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [78](#i4814fe4028d34cda952e28171f571e6e_94)] [added: [75](#id5122b52f33945ab8feddeff77f46ff7_100)] | | |

| Item 8. | | | | | | Financial Statements and Supplementary Data | | | [removed: [79](#i4814fe4028d34cda952e28171f571e6e_97)] [added: [76](#id5122b52f33945ab8feddeff77f46ff7_103)] | | |

| Item 9. | | | | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [151](#i4814fe4028d34cda952e28171f571e6e_196)] [added: [147](#id5122b52f33945ab8feddeff77f46ff7_208)] | | |

| Item 9A. | | | | | | Controls and Procedures | | | [removed: [151](#i4814fe4028d34cda952e28171f571e6e_199)] [added: [147](#id5122b52f33945ab8feddeff77f46ff7_211)] | | |

| Item 9B. | | | | | | Other Information | | | [removed: [151](#i4814fe4028d34cda952e28171f571e6e_202)] [added: [147](#id5122b52f33945ab8feddeff77f46ff7_214)] | | |

| Item 9C. | | | | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [151](#i4814fe4028d34cda952e28171f571e6e_205)] [added: [147](#id5122b52f33945ab8feddeff77f46ff7_217)] | | |

| Item 10. | | | | | | Directors, Executive Officers and Corporate Governance | | | [removed: [151](#i4814fe4028d34cda952e28171f571e6e_211)] [added: [147](#id5122b52f33945ab8feddeff77f46ff7_223)] | | |

| Item 11. | | | | | | Executive Compensation | | | [removed: [154](#i4814fe4028d34cda952e28171f571e6e_214)] [added: [150](#id5122b52f33945ab8feddeff77f46ff7_226)] | | |

| Item 12. | | | | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [154](#i4814fe4028d34cda952e28171f571e6e_217)] [added: [150](#id5122b52f33945ab8feddeff77f46ff7_229)] | | |

| Item 13. | | | | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [154](#i4814fe4028d34cda952e28171f571e6e_220)] [added: [150](#id5122b52f33945ab8feddeff77f46ff7_232)] | | |

| Item 14. | | | | | | Principal Accounting Fees and Services | | | [removed: [154](#i4814fe4028d34cda952e28171f571e6e_223)] [added: [150](#id5122b52f33945ab8feddeff77f46ff7_235)] | | |

| Item 15. | | | | | | Exhibits and Financial Statement Schedules | | | [removed: [155](#i4814fe4028d34cda952e28171f571e6e_229)] [added: [151](#id5122b52f33945ab8feddeff77f46ff7_241)] | | |

| Signatures | | | | | | | | | [158](#id5122b52f33945ab8feddeff77f46ff7_244) | | |

| 2.875% Notes due 2024 | | | | | | PM24C | | | | | | New York Stock Exchange | | |

| 0.625% Notes due 2024 | | | | | | PM24B | | | | | | New York Stock Exchange | | |

| 3.250% Notes due 2024 | | | | | | PM24A | | | | | | New York Stock Exchange | | |

| Signatures | | | | | | | | | [162](#i4814fe4028d34cda952e28171f571e6e_232) | | |

PMI regularly [added: and annually] provides its [added: in scope] workforce with mandatory cybersecurity awareness education and training addressing information security related tasks in line with our evolving information security policies, standards, procedures, and practice as well as supplemental role-based training and awareness programs.

We engage external [removed: assessors] [added: assessors, auditors] and other third parties to independently evaluate our cybersecurity risk management [removed: process,] [added: process and related controls,] including the relevance to PMI of identified cybersecurity scenarios and the results of cybersecurity maturity assessments.

Cybersecurity incidents that have been determined to meet established SEC reporting consideration thresholds are promptly communicated to the Disclosure Committee, which is responsible for evaluating the potential materiality of such incidents and ensuring the accuracy, timeliness and completeness of related disclosures under applicable reporting obligations, and other relevant [removed: communications or presentations.]

As of the date of this Form 10-K, cybersecurity threats have not materially affected our business, financial condition, or operating results.

communications or presentations.

At December 31, [removed: 2023,] [added: 2024,] we operated and owned a total of [removed: 50] [added: 51] manufacturing facilities across our segments.

In [removed: 2023,] [added: 2024,] certain of our facilities each manufactured over 30 billion units (cigarettes and heated tobacco units combined).

Our largest manufacturing facilities, in terms of cigarette and heated tobacco unit volume, are located in Turkey (SSEA, CIS & MEA), Russia (SSEA, CIS & MEA), Indonesia (SSEA, CIS & MEA), Poland (Europe), Italy (Europe), Czech Republic [removed: (Europe), Lithuania] (Europe) and [removed: the Philippines (SSEA, CIS & MEA).][added: Lithuania (Europe).]

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 [removed: other RRP and] smoke-free [removed: platforms.][added: products.]

At January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 41,300] [added: 38,800] holders of record of our common stock.

The graph assumes the investment of $100 as of December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] | | | | | | $100.00 | | | | | | | | | $100.00 | | | | | | $100.00 | | |

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2023][added: 2024]

Our share repurchase activity for each of the three months in the quarter ended December 31, [removed: 2023,] [added: 2024,] was as follows:

| For the Quarter Ended December 31, [removed: 2023] [added: 2024] | | | | | | [removed: 11,316] [added: 6,376] | | | | | | $ | [removed: 90.57] [added: 130.09] | | | | | | | | | | | | | |

| December 31, 2020 | | | | | | $103.90 | | | | | | | | | $107.00 | | | | | | $118.40 | | |

| December 31, 2021 | | | | | | $125.50 | | | | | | | | | $123.70 | | | | | | $152.40 | | |

| December 31, 2022 | | | | | | $141.00 | | | | | | | | | $119.90 | | | | | | $124.80 | | |

| December 31, 2023 | | | | | | $138.50 | | | | | | | | | $118.00 | | | | | | $157.60 | | |

| December 31, 2024 | | | | | | $186.00 | | | | | | | | | $117.80 | | | | | | $197.00 | | |

| October 1, 2024 – October 31, 2024 (1) | | | | | | | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| November 1, 2024 – November 30, 2024 (1) | | | | | | | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| December 1, 2024 – December 31, 2024 (1) | | | | | | | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| October 1, 2024 – October 31, 2024 (2) | | | | | | 1,346 | | | | | | $ | 121.24 | | | | | | | | | | | | | |

| November 1, 2024 – November 30, 2024 (2) | | | | | | 4,173 | | | | | | $ | 132.92 | | | | | | | | | | | | | |

| December 1, 2024 – December 31, 2024 (2) | | | | | | 857 | | | | | | $ | 130.20 | | | | | | | | | | | | | |

Our three-year share repurchase program expired on July 21, 2024.

| December 31, 2019 | | | | | | $135.00 | | | | | | | | | $123.90 | | | | | | $131.50 | | |

| December 31, 2020 | | | | | | $140.20 | | | | | | | | | $132.60 | | | | | | $155.70 | | |

| December 31, 2021 | | | | | | $169.30 | | | | | | | | | $153.40 | | | | | | $200.40 | | |

| December 31, 2022 | | | | | | $190.30 | | | | | | | | | $148.70 | | | | | | $164.10 | | |

| December 31, 2023 | | | | | | $186.90 | | | | | | | | | $146.40 | | | | | | $207.20 | | |

| October 1, 2023 – October 31, 2023 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| November 1, 2023 – November 30, 2023 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| December 1, 2023 – December 31, 2023 (1) | | | | | | | | | | | | $ | — | | | | | 10,481,359 | | | | | | $ | 6,016,847,275 | |

| October 1, 2023 – October 31, 2023 (2) | | | | | | 3,536 | | | | | | $ | 92.75 | | | | | | | | | | | | | |

| November 1, 2023 – November 30, 2023 (2) | | | | | | 6,873 | | | | | | $ | 89.12 | | | | | | | | | | | | | |

| December 1, 2023 – December 31, 2023 (2) | | | | | | 907 | | | | | | $ | 93.04 | | | | | | | | | | | | | |

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

| for the years ended December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net revenues 1 & 2 (Notes 6 & 13) | | | $ | [removed: 35,174] [added: 37,878] | | | | | $ | [removed: 31,762] [added: 35,174] | | | | | $ | [removed: 31,405] [added: 31,762] | |

| Cost of sales [removed: 3] (Notes 4 & 5) | | | [removed: 12,893] [added: 13,329] | | | | | | [removed: 11,402] [added: 12,893] | | | | | | [removed: 10,030] [added: 11,402] | | |

| Gross profit | | | [removed: 22,281] [added: 24,549] | | | | | | [removed: 20,360] [added: 22,281] | | | | | | [removed: 21,375] [added: 20,360] | | |

| Marketing, administration and research costs [removed: 4] (Notes 3, 4, 5, [removed: 13, 18] [added: 13] & 20) | | | [removed: 10,060] [added: 11,147] | | | | | | [removed: 8,114] [added: 10,060] | | | | | | [removed: 8,400] [added: 8,114] | | |

| Impairment of goodwill (Note 5) | | | [removed: 665] [added: —] | | | | | | [removed: —] [added: 665] | | | | | | — | | |

| Operating income | | | [removed: 11,556] [added: 13,402] | | | | | | [removed: 12,246] [added: 11,556] | | | | | | [removed: 12,975] [added: 12,246] | | |

| Interest expense, net (Note 15) | | | [removed: 1,061] [added: 1,143] | | | | | | [removed: 588] [added: 1,061] | | | | | | [removed: 628] [added: 588] | | |

| Pension and other employee benefit costs (Note 14) | | | [removed: 45] [added: 60] | | | | | | [removed: 24] [added: 45] | | | | | | [removed: 115] [added: 24] | | |

| Earnings before income taxes | | | [removed: 10,450] [added: 12,199] | | | | | | [removed: 11,634] [added: 10,450] | | | | | | [removed: 12,232] [added: 11,634] | | |

| Provision for income taxes (Note 12) | | | [removed: 2,339] [added: 3,017] | | | | | | [removed: 2,244] [added: 2,339] | | | | | | [removed: 2,671] [added: 2,244] | | |

| Equity investments and securities (income)/loss, net | | | [removed: (157)] [added: (637)] | | | | | | [removed: (137)] [added: (157)] | | | | | | [removed: (149)] [added: (137)] | | |

| Net earnings | | | [removed: 8,268] [added: 7,503] | | | | | | [removed: 9,527] [added: 8,268] | | | | | | [removed: 9,710] [added: 9,527] | | |

| Net earnings attributable to noncontrolling interests | | | [removed: 455] [added: 446] | | | | | | [removed: 479] [added: 455] | | | | | | [removed: 601] [added: 479] | | |

| Net earnings attributable to PMI | | | $ | [removed: 7,813] [added: 7,057] | | | | | $ | [removed: 9,048] [added: 7,813] | | | | | $ | [removed: 9,109] [added: 9,048] | |

| Basic earnings per share | | | $ | [removed: 5.02] [added: 4.53] | | | | | $ | [removed: 5.82] [added: 5.02] | | | | | $ | [removed: 5.83] [added: 5.82] | |

| Diluted earnings per share | | | $ | [removed: 5.02] [added: 4.52] | | | | | $ | [removed: 5.81] [added: 5.02] | | | | | $ | [removed: 5.83] [added: 5.81] | |

(1) Includes net revenues from related parties of [removed: $3,553] [added: $3,876] million, [removed: $3,658] [added: $3,553] million and [removed: $3,330] [added: $3,658] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively

[removed: (2) Net of] [added: For the years ended December 31, 2024, 2023 and 2022,] excise tax on products [removed: of $49,404] [added: was $51,563] million, [removed: $48,958 million and $50,818] [added: $49,404] million [removed: for the years ended December 31, 2023, 2022] and [removed: 2021,] [added: $48,958 million,] respectively

For further details, see Note [removed: 5.][added: 6.]

*Goodwill and Other Intangible Assets, [removed: net*][added: net*, Note 13.]

[removed: *Goodwill and] [added: |] Other [removed: Intangible Assets, net* and Note 18.][added: intangible assets, net (Note 5) | | | 11,327 | | | | | | 9,864 | | |]

[removed: *Contingencies*][added: *Contingencies*).]

| Net earnings | | | $ | [removed: 8,268] [added: 7,503] | | | | | $ | [removed: 9,527] [added: 8,268] | | | | | $ | [removed: 9,710] [added: 9,527] | |

| Unrealized gains (losses), net of income taxes of [added: $(208) in 2024,] $156 in [removed: 2023,] [added: 2023 and] $(169) in 2022 [removed: and $(58) in 2021] | | | [removed: (1,643)] [added: (122)] | | | | | | [removed: (1,268)] [added: (1,643)] | | | | | | [removed: 58] [added: (1,268)] | | |

| (Gains)/losses transferred to earnings, net of income taxes of [added: $7 in 2024,] $0 in [removed: 2023, 2022] [added: 2023] and [removed: 2021] [added: 2022 (Notes 3, 17 & 20)] | | | [removed: 12] [added: 171] | | | | | | [removed: —] [added: 12] | | | | | | — | | |

| Net gains (losses) and prior service costs, net of income taxes of [added: $8 in 2024,] $182 in [removed: 2023,] [added: 2023 and] $(132) in 2022 [removed: and $(210) in 2021] | | | [removed: (861)] [added: (10)] | | | | | | [removed: 843] [added: (861)] | | | | | | [removed: 1,055] [added: 843] | | |

| Amortization of net losses, prior service costs and net transition costs, net of income taxes of [added: $(36) in 2024,] $(28) in [removed: 2023,] [added: 2023 and] $(49) in 2022 [removed: and $(72) in 2021] | | | [removed: 87] [added: 135] | | | | | | [removed: 217] [added: 87] | | | | | | [removed: 323] [added: 217] | | |

| Gains (losses) recognized, net of income taxes of [added: $(88) in 2024,] $(30) in [removed: 2023,] [added: 2023 and] $(99) in 2022 [removed: and $(20) in 2021] | | | [removed: 195] [added: 439] | | | | | | [removed: 481] [added: 195] | | | | | | [removed: 124] [added: 481] | | |

| (Gains) losses transferred to earnings, net of income taxes of [added: $45 in 2024,] $32 in [removed: 2023,] [added: 2023 and] $35 in 2022 [removed: and $7 in 2021] | | | [removed: (220)] [added: (213)] | | | | | | [removed: (219)] [added: (220)] | | | | | | [removed: (35)] [added: (219)] | | |

| Total other comprehensive earnings (losses) | | | [removed: (2,430)] [added: 400] | | | | | | [removed: 54] [added: (2,430)] | | | | | | [removed: 1,525] [added: 54] | | |

| Total comprehensive earnings | | | [removed: 5,838] [added: 7,903] | | | | | | [removed: 9,581] [added: 5,838] | | | | | | [removed: 11,235] [added: 9,581] | | |

| Noncontrolling interests | | | [removed: 281] [added: 345] | | | | | | [removed: 515] [added: 281] | | | | | | [removed: 522] [added: 515] | | |

| Comprehensive earnings attributable to PMI | | | $ | [removed: 5,557] [added: 7,558] | | | | | $ | [removed: 9,066] [added: 5,557] | | | | | $ | [removed: 10,713] [added: 9,066] | |

| [removed: at December 31,] [added: (in millions)] | | | [removed: 2023] [added: December 31, 2024] | | | | | | [removed: 2022] [added: December 31, 2023] | | | [added: | | | December 31, 2022 | | |]

| Cash and cash equivalents | | | $ | [removed: 3,060] [added: 4,216] | | | | | $ | [removed: 3,207] [added: 3,060] | |

| Trade receivables (less allowances of [removed: $79] [added: $47] in [removed: 2023] [added: 2024] and [removed: $42] [added: $79] in [removed: 2022)] [added: 2023)] (1) | | | [removed: 3,461] [added: 3,789] | | | | | | [removed: 3,850] [added: 3,461] | | |

| Other receivables (less allowances of [removed: $35] [added: $22] in [removed: 2023] [added: 2024] and [removed: $32] [added: $35] in [removed: 2022)] [added: 2023)] | | | [removed: 930] [added: 886] | | | | | | [removed: 906] [added: 930] | | |

| Leaf tobacco | | | [removed: 1,942] [added: 2,080] | | | | | | [removed: 1,674] [added: 1,942] | | |

| Other raw materials | | | [removed: 2,293] [added: 2,261] | | | | | | [removed: 2,028] [added: 2,293] | | |

| Impairment related to the RBH equity investment (Note 6) | | | 2,316 | | | | | | — | | | | | | — | | |

(2) Net revenues are shown net of excise tax on products.

| | | | 9,453 | | | | | | 10,774 | | |

| | | | 16,685 | | | | | | 17,080 | | |

| | | | 7,310 | | | | | | 7,516 | | |

| | | | 23,890 | | | | | | 24,560 | | |

| Loss on sale of Vectura Group (Note 3) | | | 206 | | | | | | — | | | | | | — | | | | | |

| Impairment related to the RBH equity investment (Note 6) | | | 2,316 | | | | | | — | | | | | | — | | | | | |

| Restructuring charges, net of cash paid (Note 20) | | | 122 | | | | | | 30 | | | | | | (93) | | | | | |

| Proceeds from sale of business, net of cash disposed (Note 3) | | | 136 | | | | | | 191 | | | | | | — | | | | | |

| Collateral posted/settlements for derivatives, (paid)/returned (Note 16) | | | 351 | | | | | | (660) | | | | | | 284 | | | | | |

| Collateral received/settlements for derivatives, received/(returned) | | | 828 | | | | | | (62) | | | | | | 27 | | |

| Noncontrolling interests activity and Other (Note 3) | | | (489) | | | | | | (375) | | | | | | (881) | | |

| Net earnings | | | | | | | | | | | | | | | 7,057 | | | | | | | | | | | | | | | | | | 446 | | | | | | | | | 7,503 | | | | | |

| Sale (purchase) of subsidiary shares to/(from) noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 90 | | | | | | | | | 90 | | | | | |

| Balances, December 31, 2024 | | | $ | — | | | | | $ | 2,335 | | | | | $ | 32,869 | | | | | $ | (11,314) | | | | | $ | (35,640) | | | | | $ | 1,880 | | | | | | | | $ | (9,870) | | | | |

Smoke-Free Business ("SFB”) is the term PMI uses to refer to all of its smoke-free products.

On September 17, 2024, PMI announced the execution of a definitive agreement pursuant to which PMI’s direct, wholly-owned subsidiary, Vectura Fertin Pharma Inc., agreed to sell Vectura Group Ltd. (formerly, Vectura Group plc, and hereinafter referred to as “Vectura” or "Vectura Group") to Molex Asia Holdings Ltd. The transaction was completed on December 31, 2024.

*Acquisitions and Divestitures.*

Following the combination and the progress in 2023 toward the integration of the Swedish Match business into PMI's existing regional structure, PMI updated in January 2024 its segment reporting by including the former Swedish Match segment results into the four existing geographical segments.

PMI is a principal for majority of its arrangements and recognizes revenue at the transaction price, with the associated costs recorded in cost of sales.

For arrangements where PMI acts as an agent, the net commission earned is recognized as revenue.

Acquisitions and Divestitures:

*Sale of Vectura Group Ltd.*

On September 17, 2024, PMI announced the execution of a definitive agreement pursuant to which PMI’s direct, wholly-owned subsidiary, Vectura Fertin Pharma Inc., agreed to sell Vectura Group Ltd. (formerly, Vectura Group plc, and hereinafter referred to as “Vectura” or "Vectura Group") to Molex Asia Holdings Ltd. ("Molex"), subject to customary regulatory approval and other completion conditions.

On December 31, 2024, PMI completed the sale of Vectura for an upfront cash consideration of GBP 152 million (approximately $191 million) and a short-term receivable of GBP 24 million (approximately $30 million), reflecting certain customary completion account adjustments, with additional deferred payments of up to GBP 148 million (approximately $186 million), contingent on achievement of certain milestones over periods up to and through 2039.

In addition, PMI agreed to indemnify Molex for certain claims related to the pre-completion period.

For the year ended December 31, 2024, no liability has been recorded in relation to the indemnity.

As of September 17, 2024, and through the completion date, Vectura's net assets and liabilities were classified as held-for-sale in PMI’s consolidated balance sheet.

The sale resulted in a pre-tax loss of $199 million ($206 million including the tax costs), of which $198 million of loss related to the impairment charge recognized in the third quarter of 2024, to record the net assets held-for-sale at the lower of their carrying value or fair value less costs to sell.

This amount also included reclassification of currency translation losses from other comprehensive losses of $16 million.

The loss on sale of Vectura has been recorded in marketing, administration and research costs under the Wellness and Healthcare segment in PMI’s consolidated statement of earnings for the year ended December 31, 2024.

On the acquisition date and as of December 31, 2024, the reacquired rights were classified as Other intangible assets, net in PMI's consolidated balance sheets, and will be amortized over their useful life of 5 years.

accounted for using the equity method of accounting.

In May 2024, PMI increased its indirect economic interest and acquired a controlling interest of 54.25% in UTC.

The acquisition builds on PMI’s existing investments in Egypt and increases the manufacturing synergies between PMM and UTC.

As a result of PMI obtaining control over UTC, PMI’s previously held 25% economic interest in UTC was remeasured to its fair value by applying the guideline transaction method adjusted for a discount for lack of control.

The difference between the book value of $312 million, including related cumulative translation losses balance of $112 million, which was reclassified from accumulated other comprehensive losses and the fair value of PMI’s previously held interest in UTC was not material.

The total purchase price for the incremental equity interest of $316 million included cash consideration of $31 million, contingent consideration of $22 million and $263 million of assumed bank loan liabilities.

During the third quarter of 2024, PMI paid the contingent consideration of $22 million and $240 million of assumed bank loans.

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

(3) Includes an impairment charge for other intangibles of $112 million for the year ended December 31, 2022.

(4) Includes an impairment charge for other intangibles of $15 million and a charge of $204 million for the South Korea indirect tax charge for the year ended December 31, 2023.

| | | | 10,774 | | | | | | 9,886 | | |

| | | | 17,080 | | | | | | 15,443 | | |

| | | | 7,516 | | | | | | 6,710 | | |

| Other intangible assets, net (Note 5) | | | 9,864 | | | | | | 6,732 | | |

| | | | 24,560 | | | | | | 26,960 | | |

| Asset impairment and exit costs, net of cash paid (Note 20) | | | 30 | | | | | | (93) | | | | | | (22) | | | | | |

| Net investment hedges and other derivatives (Note 16) | | | (660) | | | | | | 284 | | | | | | 466 | | | | | |

(1) Includes amounts from related parties of $(154) million, $(166) million and $(149) million in 2023, 2022 and 2021, respectively

| Payments to noncontrolling interests and Other (Note 3) | | | (437) | | | | | | (854) | | | | | | (580) | | |

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

| Balances, January 1, 2021 | | | $ | — | | | | | $ | 2,105 | | | | | $ | 31,638 | | | | | $ | (11,181) | | | | | $ | (35,129) | | | | | $ | 1,936 | | | | | | | | $ | (10,631) | | | | |

| Net earnings | | | | | | | | | | | | | | | 9,109 | | | | | | | | | | | | | | | | | | 601 | | | | | | | | | 9,710 | | | | | |

| Common stock repurchased | | | | | | | | | | | | | | | | | | | | | | | | | | | (785) | | | | | | | | | | | | | | | (785) | | | | | |

PMI has a range of RRPs in various stages of development, scientific assessment and commercialization.

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.

"Platform 1" is the term PMI uses to refer to PMI’s reduced-risk product that uses a precisely controlled heating device into which a specially designed and proprietary tobacco unit is inserted and heated to generate an aerosol.

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

In the third quarter of 2021, PMI acquired Fertin Pharma A/S, Vectura Group plc.

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

To further support the growth of PMI's smoke-free business, reinforce consumer centricity, and increase the speed of innovation and deployment, in January 2023, PMI began managing its business in four geographical segments, down from six previously, in addition to its continuing Swedish Match and Wellness and Healthcare segments.

As a result of the new regional structure discussed above, certain goodwill amounts under the former six geographical segments were reallocated to the four geographical segments under the new structure.

Acquisitions:

| Other receivables | | | 53 | | | — | | | 53 | | |

*AG Snus* - On May 6, 2021, PMI acquired 100% of AG Snus Aktieselskab ("AG Snus"), a company based in Denmark, and its Swedish subsidiary Tobacco House of Sweden AB fully owned by AG Snus, which operates in the oral tobacco (i.e. snus) and modern oral (i.e. nicotine pouches) product categories.

The purchase price was $28 million in cash, net of cash acquired, with additional contingent payments of up to $10 million, primarily relating to product development and performance targets over a less than two-year period.

In the fourth quarter of 2022, the additional contingent payment was settled for $9 million.

The operating results of AG Snus are included in the Europe segment, and were not material.

*Fertin Pharma* – On September 15, 2021, PMI acquired 100% of Fertin Pharma A/S (“Fertin Pharma”), a company based in Denmark.

Fertin Pharma is a developer and manufacturer of pharmaceutical and well-being products based on oral and intra-oral delivery systems.

The acquisition was funded with existing cash.

The total consideration of $821 million (DKK 5.2 billion) included cash of $580 million and the payment of $241 million related to the settlement of Fertin Pharma’s indebtedness.

The purchase price of $821 million was allocated to cash ($24 million), current assets including receivables and inventories ($69 million), non-current assets including property, plant and equipment ($228 million), goodwill ($378 million), and other intangible assets ($245 million, which primarily consisted of customer relationships, developed technology, and in-process research and development ("IPR&D")), partially offset by current liabilities ($44 million, which primarily consisted of accrued liabilities and accounts payable) and non-current liabilities ($79 million, primarily deferred income tax).

The amortizable intangible assets are being amortized over their estimated useful lives of 8 to 19 years.

During 2022, PMI did not record any measurement period adjustments to the purchase price allocation.

The final purchase price allocation was reflected in the consolidated balance sheets as of December 31, 2022.

*Vectura* – During the third quarter and up to September 15, 2021, PMI acquired a controlling interest of 74.77% of the total issued shares in Vectura Group plc (“Vectura”), an inhaled therapeutics company based in the United Kingdom.

The shares were acquired through a series of open market purchases and acceptances of the tender offer at a price of 165 pence per share.

On February [removed: 6, 2024, Jun Makihara] [added: 4, 2025, Juan José Daboub] informed PMI's board of directors (the “Board”) that he will not stand for re-election to the Board at our [removed: 2024] [added: 2025] annual meeting of shareholders.

[removed: Mr. Makihara’s] [added: Dr. Daboub’s] decision not to stand for re-election to the Board was not a result of any disagreement with the Company.

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of PMI adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

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: 8, 2024,] [added: 7, 2025,] that will be filed with the SEC on or about March [removed: 28, 2024] [added: 27, 2025] (the “proxy statement”), and, except as indicated therein, made a part hereof.

Information About Our Executive Officers as of February [removed: 8, 2024:][added: 6, 2025:]

| Jacek Olczak | | | | | | Chief Executive Officer | | | | | | [removed: 59] [added: 60] | | | | | |

| Massimo Andolina | | | | | | President, Europe Region | | | | | | [removed: 55] [added: 56] | | | | | |

| Emmanuel Babeau | | | | | | Chief Financial Officer | | | | | | [removed: 56] [added: 57] | | | | | |

| Werner Barth | | | | | | President, Combustibles Category & Global Combustibles Marketing | | | | | | [removed: 59] [added: 60] | | | | | |

| Lars Dahlgren | | | | | | President, Smoke-Free Oral Products & Chief Executive Officer Swedish Match | | | | | | [removed: 53] [added: 54] | | | | | |

| Frederic de Wilde | | | | | | President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region | | | | | | [removed: 56] [added: 57] | | | | | |

| Reginaldo Dobrowolski | | | | | | Vice President and Controller | | | | | | [removed: 49] [added: 50] | | | | | |

| Yann Guérin | | | | | | Senior Vice President and General Counsel | | | | | | [removed: 47] [added: 48] | | | | | |

| Stacey Kennedy | | | | | | President, Americas Region & CEO of PMI's U.S. Business | | | | | | [removed: 51] [added: 52] | | | | | |

| [removed: Paul Riley] [added: Vassilis Gkatzelis] | | | | | | President, East Asia, Australia, and PMI Duty Free Region | | | | | | [removed: 58] [added: 47] | | | | | |

| Stefano Volpetti | | | | | | President, Smoke-Free Inhalable Products & Chief Consumer Officer | | | | | | [removed: 52] [added: 53] | | | | | |

Jacek Olczak – Age [removed: 59][added: 60]

Massimo Andolina – Age [removed: 55][added: 56]

Emmanuel Babeau – Age [removed: 56][added: 57]

Werner Barth – Age [removed: 59][added: 60]

Lars Dahlgren – Age [removed: 53][added: 54]

Frederic de Wilde – Age [removed: 56][added: 57]

Reginaldo Dobrowolski – Age [removed: 49][added: 50]

Yann Guérin - Age [removed: 47][added: 48]

Stacey Kennedy – Age [removed: 51][added: 52]

Mr. [removed: Riley] [added: Gkatzelis] was appointed as our President, East Asia, Australia, and PMI Duty Free Region in [removed: January 2023.][added: May 2024.]

Stefano Volpetti – Age [removed: 52][added: 53]

The Code of Conduct complies with requirements set forth in Item 406 of Regulation S-K, applies to [added: our Board of Directors and to] all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

[removed: These documents are] [added: The Code of Conduct is] available free of charge on our website at www.pmi.com.

Also refer to *Board Operations and Governance—Committees of the Board*, *Election of Directors—Process for Nominating Directors,* *Election of Directors—Director [removed: Nominees* and] [added: Nominees*,] *Stock Ownership Information* and *Availability of Reports, Other Matters and [removed: 2024] [added: 2026] Annual [removed: Meetings—2024] [added: Meeting—2026] Annual Meeting* sections of the proxy statement.

Vassilis Gkatzelis – Age 47

Previously, he served as our President Director, PT HM Sampoerna Tbk, PMI’s affiliate listed on the Indonesia Stock Exchange, overseeing the smoke-free and combustible business since 2022.

Mr. Gkatzelis joined PMI in 2003 as a management trainee at Philip Morris Greece during the acquisition and integration with Papastratos.

He has held roles of increasing responsibilities in marketing, sales, and general management across markets in Asia, Europe, Middle East & Africa, and in the Global Operations Center in Switzerland, where he served as Director of Commercial Approach Strategy & Deployment.

Since 2014, he assumed roles in general management, including General Manager, Morocco and Managing Director, Egypt & Levant, where he and his team built the smoke-free product category across all markets of the cluster.

Before joining PMI, he worked at L’Oréal.

*Insider Trading Policies and Procedures*

We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities that applies to our directors, officers, employees, and other covered persons and entities, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Paul Riley – Age 58

Previously, he served as our President, East Asia and Australia Region from January 2018.

From 2015 until 2018, Mr. Riley served as President of Philip Morris Japan.

Mr. Riley joined Philip Morris Australia in 1988.

Over the following two decades, he held a number of positions in Australia, Hong Kong, and Japan, before being named Managing Director, Serbia & Montenegro in 2010.

Mr. Riley returned to the Asia Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.

We have also adopted a code of business conduct and ethics that applies to the members of our Board of Directors.

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: 2023,] [added: 2024,] were as follows:

1 Represents [removed: 4,603,321] [added: 4,542,654] shares of common stock that may be issued upon vesting of the restricted share units and [removed: 2,854,560] [added: 2,700,320] 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 | | | 7,242,974 | | | 1 | | | $ | — | | | | | 20,045,796 | | | | | |

| Equity compensation plans approved by stockholders | | | 7,457,881 | | | 1 | | | $ | — | | | | | 23,047,756 | | | | | |

| Consolidated Statements of Earnings for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [79](#i4814fe4028d34cda952e28171f571e6e_103)] [added: [76](#id5122b52f33945ab8feddeff77f46ff7_109)] | | |

| Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [80](#i4814fe4028d34cda952e28171f571e6e_106)] [added: [77](#id5122b52f33945ab8feddeff77f46ff7_112)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [81](#i4814fe4028d34cda952e28171f571e6e_109)] [added: [78](#id5122b52f33945ab8feddeff77f46ff7_115)] - [removed: [82](#i4814fe4028d34cda952e28171f571e6e_112)] [added: [79](#id5122b52f33945ab8feddeff77f46ff7_118)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [83](#i4814fe4028d34cda952e28171f571e6e_115)] [added: [80](#id5122b52f33945ab8feddeff77f46ff7_121)] - [removed: [84](#i4814fe4028d34cda952e28171f571e6e_118)] [added: [81](#id5122b52f33945ab8feddeff77f46ff7_124)] | | |

| Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [85](#i4814fe4028d34cda952e28171f571e6e_121)] [added: [82](#id5122b52f33945ab8feddeff77f46ff7_127)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 1358) | | | [removed: [147](#i4814fe4028d34cda952e28171f571e6e_190) -149] [added: [143](#id5122b52f33945ab8feddeff77f46ff7_202) - 145] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [150](#i4814fe4028d34cda952e28171f571e6e_193)] [added: [146](#id5122b52f33945ab8feddeff77f46ff7_205)] | | |

| 2.1 | | | | | | — | | | | | | [Distribution Agreement between Altria Group, Inc. and Philip Morris International Inc. dated January 30, 2008 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 filed February 7, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex21.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex21.htm)] | | |

| 2.2 | | | | | | — | | | | | | [Share Sale and Purchase Agreement by and among Claudio Topco B.V., Bagger-Sorenson & Co. A/S and PMI Global Services, Inc., dated June 30, 2021 (portions of this Exhibit 2.1 have been omitted) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed July 7, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000141332921000051/exhibit21.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1413329/000141332921000051/exhibit21.htm)] | | |

| 3.1 | | | | | | — | | | | | | [Amended and Restated Articles of Incorporation of Philip Morris International Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex31.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex31.htm)] | | |

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

| 4.1 | | | | | | — | | | | | | [Specimen Stock Certificate of Philip Morris International Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10 filed February 7, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex41.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508023093/dex41.htm)] | | |

| 4.2 | | | | | | — | | | | | | [Indenture dated as of April 25, 2008, between Philip Morris International Inc. and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3, dated April 25, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508090666/dex43.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508090666/dex43.htm)] | | |

| 4.3 | | | | | | — | | | | | | [Description of Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/pm-ex43_123123xq4.htm)x] [added: Stock.](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex43_123124xq4.htm)x] | | |

| 4.4 | | | | | | — | | | | | | [Description of Debt [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/pmi-exhibit44x10xk2023.htm)x] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex44_123124xq4.htm)x] | | |

| 10.1 | | | | | | — | | | | | | [Employee Matters Agreement between Altria Group, Inc. and Philip Morris International Inc., dated as of March 28, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed March 31, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508071267/dex102.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508071267/dex102.htm)] | | | [added: | | |]

| 10.2 | | | | | | — | | | | | | [Intellectual Property Agreement between Philip Morris International Inc. and Philip Morris USA Inc., dated as of January 1, 2008 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 filed March 5, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1413329/000119312508047095/dex104.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1413329/000119312508047095/dex104.htm)] | | | [added: | | |]

| 10.3 | | | | | | __ | | | | | | [Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein and Citibank Europe PLC, UK Branch (formerly, The Royal Bank of Scotland plc), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 15, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1413329/000141332913000012/pm-ex10_1creditagreement.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1413329/000141332913000012/pm-ex10_1creditagreement.htm)] | | | [added: | | |]

| 10.4 | | | | | | __ | | | | | | [Extension Agreement, effective February 7, 2017, to the Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders party thereto, 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 January 30, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000119312517023055/d316426dex101.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1413329/000119312517023055/d316426dex101.htm)] | | | [added: | | |]

| 10.5 | | | | | | __ | | | | | | [Extension Agreement, effective January 31, 2014, to Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders party thereto and Citibank Europe PLC, UK Branch (formerly, The Royal Bank of Scotland plc), as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/1413329/000141332914000021/pm-ex103_033114xq1.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/1413329/000141332914000021/pm-ex103_033114xq1.htm)] | | | [added: | | |]

| 10.6 | | | | | | __ | | | | | | [Extension Agreement, effective as of February 10, 2015, to Credit Agreement dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein and Citibank Europe PLC, UK Branch (formerly, The Royal Bank of Scotland plc), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 29, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1413329/000119312515024725/d862522dex101.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1413329/000119312515024725/d862522dex101.htm)] | | | [added: | | |]

| 10.7 | | | | | | __ | | | | | | [Amendment No. 1, dated as of July 20, 2015, to the Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein, The Royal Bank of Scotland plc, as resigning administrative agent, and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as successor administrative agent (incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K for the year ended December 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1413329/000141332916000076/pm-ex1052_123115xq4.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1413329/000141332916000076/pm-ex1052_123115xq4.htm)] | | | [added: | | |]

| 10.8 | | | | | | — | | | | | | [Credit Agreement, dated as of October 1, 2015, among Philip Morris International Inc., the lenders named therein, Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), 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 October 5, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1413329/000119312515337340/d49908dex101.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1413329/000119312515337340/d49908dex101.htm)] | | | [added: | | |]

| 10.9 | | | | | | — | | | | | | [Amendment No. 2, effective as of February 9, 2016, to the Credit Agreement dated as of February 12, 2013, with the lenders 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 January 28, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1413329/000119312516441581/d30754dex101.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1413329/000119312516441581/d30754dex101.htm)] | | | [added: | | |]

| 10.10 | | | | | | — | | | | | | [Extension Agreement, effective as of October 1, 2016, to the Credit Agreement dated as of October 1, 2015, among Philip Morris International Inc., lenders named therein, Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), 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 August 31, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1413329/000119312516697917/d236118dex101.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1413329/000119312516697917/d236118dex101.htm)] | | | [added: | | |]

| 10.11 | | | | | | — | | | | | | [Extension Agreement, effective as of October 1, 2017, to the Credit Agreement, dated as of October 1, 2015, among Philip Morris International Inc., the lenders party thereto and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), 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 August 29, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1413329/000119312517271735/d448405dex101.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1413329/000119312517271735/d448405dex101.htm)] | | | [added: | | |]

| 10.12 | | | | | | — | | | | | | [Extension Agreement, effective as of February 6, 2018, to the Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein, 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 January 29, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1413329/000119312518023225/d514177dex101.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1413329/000119312518023225/d514177dex101.htm)] | | | [added: | | |]

| 10.13 | | | | | | — | | | | | | [Extension Agreement, effective as of February 5, 2019, to the Credit Agreement dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein, 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 January 29, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1413329/000119312519020088/d688098dex101.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1413329/000119312519020088/d688098dex101.htm)] | | | [added: | | |]

| 10.14 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 4, 2020, to the Credit Agreement, dated as of February 12, 2013, 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, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1413329/000119312520022719/d881234dex101.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1413329/000119312520022719/d881234dex101.htm)] | | | [added: | | |]

| 10.15 | | | | | | — | | | | | | [Credit Agreement, dated as of February 10, 2020, among Philip Morris International Inc., 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 February 11, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1413329/000119312520030787/d881682dex101.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1413329/000119312520030787/d881682dex101.htm)] | | | [added: | | |]

| 10.16 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 2, 2021, to the Credit Agreement, dated as of February 12, 2013, 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, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex101.htm)] | | | [added: | | |]

| 10.17 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 10, 2021, to the Credit Agreement, dated as of February 10, 2020, 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, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1413329/000119312521025605/d38077dex102.htm)] | | | [added: | | |]

| 10.18 | | | | | | — | | | | | | [Credit Agreement, dated as of September 29, 2021, 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 10.1to the Current Report on Form 8-K filed September 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1413329/000119312521287277/d207680dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1413329/000119312521287277/d207680dex101.htm)] | | | [added: | | |]

| 10.19 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 1, 2022, to the Credit Agreement, dated as of February 12, 2013, 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex101.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex101.htm)] | | | [added: | | |]

| 10.20 | | | | | | — | | | | | | [Amendment and Extension Agreement, effective February 10, 2022, to the Credit Agreement, dated as of February 10, 2020, 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex102.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000003/ex102.htm)] | | | [added: | | |]

| 10.21 | | | | | | — | | | | | | [Credit Agreement, dated May 11, 2022, among 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000047/creditagreement101.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000047/creditagreement101.htm)] | | | [added: | | |]

| 10.22 | | | | | | — | | | | | | [Credit Agreement relating to the Term Loan Facility, among PMI, 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000065/termloancreditagreement.htm)] | | | [added: | | |]

| 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit101.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit101.htm)] | | | [added: | | |]

| 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit102.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000081/exhibit102.htm)] | | | [added: | | |]

| 10.25 | | | | | | — | | | | | | [Amendment and Extension Agreement, dated as of September 20, 2022, to the Credit Agreement, dated as of September 29, 2021, 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, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1413329/000141332922000095/pmi_2022rcfextension.htm)] | | | [added: | | |]

| Notes to Consolidated Financial Statements | | | [83](#id5122b52f33945ab8feddeff77f46ff7_133) - [142](#id5122b52f33945ab8feddeff77f46ff7_199) | | |

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| 10.30 | | | | | | — | | | | | | [Extension Agreement, dated as of January 24, 2024 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 January 24, 2024).](https://www.sec.gov/Archives/edgar/data/1413329/000110465924006244/tm243707d1_ex10-1.htm) | | | | | |

| 10.31 | | | | | | — | | | | | | [Terms Agreement, dated October 30, 2024, among PMI and BBVA Securities Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and UBS Securities LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed November 1, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1413329/000110465924113481/tm2426896d4_8k.htm) | | | | | |

| 10.34 | | | | | | — | | | | | | [Amended and Restated Pension Fund of Philip Morris in S](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex1034_123124xq4.htm)[witzerland (IC), effective](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex1034_123124xq4.htm) [January 1, 2024](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex1034_123124xq4.htm)[.](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex1034_123124xq4.htm)*x | | |

| 10.75 | | | | | | — | | | | | | [Philip Morris International Inc. Form of Amended and Restated Indemnification Agreement with Directors and Executive Officers (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000087/pm-ex1014_033123xq1.htm)* | | |

| 19 | | | | | | — | | | | | | [Philip Morris International Inc. Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1413329/000141332925000013/pm-ex19_123124xq4.htm)x | | |

| Notes to Consolidated Financial Statements | | | [86](#i4814fe4028d34cda952e28171f571e6e_127) - [146](#i4814fe4028d34cda952e28171f571e6e_2382) | | |

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| 10.49 | | | | | | — | | | | | | [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)* | | |

| 10.94 | | | | | | — | | | | | | [Form of Restricted Stock Unit Agreement (2024 Grant) (Emmanuel Babeau).](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/exhibit1094.htm)*x | | |

| 10.95 | | | | | | — | | | | | | [Form of Performance Share Unit Agreement (2024 Grant) (Emmanuel Babeau).](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/exhibit1095.htm)*x | | |

| 10.96 | | | | | | — | | | | | | [Form of Restricted Stock Unit Agreement (2024 Grant) (Swedish Match).](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/exhibit1096.htm)*x | | |

| 10.97 | | | | | | — | | | | | | [Form of Performance Share Unit Agreement (2024 Grant) (Swedish Match).](https://www.sec.gov/Archives/edgar/data/1413329/000141332924000013/exhibit1097.htm)*x | | |

| /s/ JUN MAKIHARA | | | Director | | | February 8, 2024 | | |

| (Jun Makihara) | | | | | | | | |