Philip Morris International 10-Q 2026-06-30

Filed 2026-07-24. 7 sections, 401K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2026

OR

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

For the transition period from to

Commission File Number 001-33708

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

Virginia13-3435103
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
677 Washington Blvd, Suite 1100StamfordConnecticut06901
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code(203)905-2410

Former name, former address and former fiscal year, if changed since last report

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valuePMNew York Stock Exchange
0.125% Notes due 2026PM26BNew York Stock Exchange
3.125% Notes due 2027PM27New York Stock Exchange
3.125% Notes due 2028PM28New York Stock Exchange
2.875% Notes due 2029PM29New York Stock Exchange
3.375% Notes due 2029PM29ANew York Stock Exchange
2.750% Notes due 2029PM29DNew York Stock Exchange
3.750% Notes due 2031PM31BNew York Stock Exchange
0.800% Notes due 2031PM31New York Stock Exchange
3.250% Notes due 2032PM32New York Stock Exchange
3.125% Notes due 2033PM33New York Stock Exchange
2.000% Notes due 2036PM36New York Stock Exchange
1.875% Notes due 2037PM37ANew York Stock Exchange
6.375% Notes due 2038PM38New York Stock Exchange
1.450% Notes due 2039PM39New York Stock Exchange
4.375% Notes due 2041PM41New York Stock Exchange
4.500% Notes due 2042PM42New York Stock Exchange
Title of each classTrading Symbol(s)Name of each exchange on which registered
3.875% Notes due 2042PM42ANew York Stock Exchange
4.125% Notes due 2043PM43New York Stock Exchange
4.875% Notes due 2043PM43ANew York Stock Exchange
4.250% Notes due 2044PM44New York Stock Exchange

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

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

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

Large accelerated filer þ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

At July 17, 2026, there were 1,558,613,439 shares outstanding of the registrant’s common stock, no par value per share.

PHILIP MORRIS INTERNATIONAL INC.

TABLE OF CONTENTS

Page No.
PART I -FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings for the
Six Months Ended June 30, 2026 and 20253
Three Months Ended June 30, 2026 and 20253
Condensed Consolidated Statements of Comprehensive Earnings for the
Six Months Ended June 30, 2026 and 20254
Three Months Ended June 30, 2026 and 20255
Condensed Consolidated Balance Sheets at
June 30, 2026 and December 31, 20256 – 7
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2026 and 20258 – 9
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the
Six Months Ended June 30, 2026 and 202510
Three Months Ended June 30, 2026 and 202511
Notes to Condensed Consolidated Financial Statements12 – 40
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations41 – 88
Item 4.Controls and Procedures88
PART II -OTHER INFORMATION
Item 1.Legal Proceedings88
Item 1A.Risk Factors88
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds89
Item 5.Other Information89
Item 6.Exhibits90
Signature91

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

Trademarks and service marks in this report are the registered property of, or licensed by, the subsidiaries of Philip Morris International Inc. and are italicized.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Philip Morris International Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions of dollars, except per share data)

(Unaudited)

For the Six Months Ended June 30,
20262025
Net revenues 1 & 2 (Note 13)$21,338$19,441
Cost of sales (Note 1)6,7746,305
Gross profit14,56413,136
Marketing, administration and research costs (Notes 1 & 15)5,8385,416
Impairment of goodwill (Note 5)—41
Corporate expenses and other (Note 1)303423
Operating income8,4237,256
Interest expense, net480518
Pension and other employee benefit (income) costs (Note 4)(10)23
Earnings before income taxes7,9536,715
Provision for income taxes1,6311,311
Impairment related to the RBH equity investment (Note 13)511—
Equity investments and securities (income)/loss, net (Note 13)244(581)
Net earnings$5,567$5,985
Net earnings attributable to noncontrolling interests312256
Net earnings attributable to PMI$5,255$5,729
Per share data (Note 7):
Basic earnings per share$3.36$3.67
Diluted earnings per share$3.36$3.67

(1) Includes net revenues from related parties of $2,440 million and $2,080 million for the six months ended June 30, 2026 and 2025, respectively.

(2) Net revenues are shown net of excise tax on products. For the six months ended June 30, 2026 and 2025, excise tax on products was $27,826 million and $25,274 million, respectively.

See notes to condensed consolidated financial statements.

Philip Morris International Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions of dollars, except per share data)

(Unaudited)

For the Three Months Ended June 30,
20262025
Net revenues 1 & 2 (Note 13)$11,192$10,140
Cost of sales (Note 1)3,5333,274
Gross profit7,6596,866
Marketing, administration and research costs (Notes 1 & 15)2,9812,988
Impairment of goodwill (Note 5)—41
Corporate expenses and other (Note 1)148125
Operating income4,5303,712
Interest expense, net243277
Pension and other employee benefit (income) costs (Note 4)(5)11
Earnings before income taxes4,2923,424
Provision for income taxes955652
Impairment related to the RBH equity investment (Note 13)511—
Equity investments and securities (income)/loss, net (Note 13)(159)(376)
Net earnings2,9853,148
Net earnings attributable to noncontrolling interests168109
Net earnings attributable to PMI$2,817$3,039
Per share data (Note 7):
Basic earnings per share$1.80$1.95
Diluted earnings per share$1.80$1.95

(1) Includes net revenues from related parties of $1,255 million and $1,143 million for the three months ended June 30, 2026 and 2025, respectively.

(2) Net revenues are shown net of excise tax on products. For the three months ended June 30, 2026 and 2025, excise tax on products was $14,973 million and $13,272 million, respectively.

See notes to condensed consolidated financial statements.

Philip Morris International Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of dollars)

(Unaudited)

For the Six Months Ended June 30,
20262025
Net earnings$5,567$5,985
Other comprehensive earnings (losses), net of income taxes:
Change in currency translation adjustments:
Unrealized gains (losses), net of income taxes of $(139) in 2026 and $433 in 2025491(1,626)
(Gains)/losses transferred to earnings, net of income taxes of $0 in 2026 and $0 in 2025(19)—
Change in net loss and prior service cost:
Net gains (losses) and prior service costs, net of income taxes of $0 in 2026 and $(7) in 2025—12
Amortization of net losses, prior service costs and net transition costs, net of income taxes of $(14) in 2026 and $(25) in 20255093
Change in fair value of derivatives accounted for as hedges:
Gains (losses) recognized, net of income taxes of $(26) in 2026 and $43 in 2025135(235)
(Gains) losses transferred to earnings, net of income taxes of $16 in 2026 and $9 in 2025(73)(50)
Total other comprehensive earnings (losses)584(1,806)
Total comprehensive earnings6,1514,179
Less comprehensive earnings (losses) attributable to:
Noncontrolling interests256289
Comprehensive earnings attributable to PMI$5,895$3,890

See notes to condensed consolidated financial statements.

Philip Morris International Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of dollars)

(Unaudited)

For the Three Months Ended June 30,
20262025
Net earnings$2,985$3,148
Other comprehensive earnings (losses), net of income taxes:
Change in currency translation adjustments:
Unrealized gains (losses), net of income taxes of $(17) in 2026 and $339 in 202581(1,922)
(Gains)/losses transferred to e

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Description of Our Company

We are a leading international consumer goods company, actively delivering a smoke-free future. We are evolving our portfolio for the long term to include products outside of the tobacco and nicotine sector. Our current product portfolio primarily consists of cigarettes and smoke-free products, including heat-not-burn, nicotine pouch and e-vapor products. Since 2008, we have invested over $16 billion to develop, scientifically substantiate and commercialize innovative smoke-free products for adults who would otherwise continue to smoke or use other nicotine-containing consumer products, with the goal of completely ending the sale of cigarettes. This investment includes the building of world-class scientific assessment capabilities, notably in the areas of pre-clinical systems toxicology, clinical and behavioral research, as well as post-market studies. In November 2022, we acquired Swedish Match AB ("Swedish Match") – a leader in oral nicotine delivery – creating a global smoke-free combination led by the companies’ IQOS and ZYN brands. As of April 30, 2024, we hold the full rights to commercialize IQOS in the U.S. after reaching an agreement to end our U.S. commercial relationship covering IQOS with Altria Group, Inc. in 2022. Following a robust science-based review, the U.S. Food and Drug Administration (the "FDA") has authorized the marketing of Swedish Match’s General snus and ZYN nicotine pouches and versions of PMI’s IQOS devices and consumables - the first-ever such authorizations in their respective categories. Versions of IQOS devices and consumables*, General* snus and 20 ZYN nicotine pouch variants also obtained the first-ever Modified Risk Tobacco Product ("MRTP") authorizations from the FDA. We describe the MRTP orders in more detail in the "Business Environment" section of this Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").

With our smoke-free business now operating at scale across our regions, including growth from our U.S. business, PMI has implemented an evolved organizational model with two primary business units: International and U.S. This change was implemented effective January 1, 2026, and as a result PMI, realigned its reportable segments accordingly. The four geographic segments have been replaced with the following three new reportable segments:

  • International Smoke-Free;

  • International Combustibles; and

  • U.S. (including our wellness business unit, Aspeya).

Our cigarettes are sold in approximately 170 markets, and in many of these markets they hold the number one or number two market share position. We have a wide range of premium, mid-price and low-price brands. Our portfolio is comprised of both international and local brands.

Smoke-Free Business ("SFB”) is the term PMI uses to refer to all of its smoke-free products. SFB also includes wellness products, as well as consumer accessories.

Smoke-free products (also referred to herein as "SFPs") is the term PMI uses to refer to all of its products that provide nicotine without combusting tobacco, such as heat-not-burn, e-vapor, and oral smokeless, and that therefore generate far lower levels of harmful chemicals. As such, these products have the potential to present less risk of harm versus continued smoking.

IQOS, ZYN and VEEV are the leading brands in our SFPs portfolio. As of June 30, 2026, our smoke-free products were available for sale in 109 markets.

With a strong foundation and significant expertise in life sciences, PMI has a long-term ambition to expand into wellness areas. The business strategy of our wellness unit, Aspeya, currently focuses on developing and commercializing primarily oral consumer wellness offerings. This includes medical 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.

We use the term net revenues to refer to our operating revenues from the sale of our products, including shipping and handling charges billed to customers, net of sales and promotion incentives, and excise taxes. Our net revenues and operating income are affected by various factors, including the volume and mix of products we sell, the price of our products and changes in currency exchange rates. Mix is a term used to refer to the proportionate value of premium-price brands to mid-price or low-

price brands in any given market (product mix). "Mix" can also refer to the proportion of shipment volume in more profitable markets versus shipment volume in less profitable markets (geographic mix). "Other” also includes the currency-neutral net revenue variance attributable to the restructuring of distribution terms in certain markets.

Our cost of sales consists primarily of: tobacco leaf, non-tobacco raw materials, labor and manufacturing costs; shipping and handling costs; and the cost of devices produced by third-party electronics manufacturing service providers. Estimated costs associated with device warranty programs are generally provided for in cost of sales in the period the related revenues are recognized.

Our marketing, administration and research costs include the costs of marketing and selling our products, other costs generally not related to the manufacture of our products (excluding corporate expenses and other), and costs incurred to develop new products. The most significant components of our marketing, administration and research costs are marketing and sales expenses and general and administrative expenses.

Corporate expenses and other include certain other expenses related to foreign currency gains/losses and compensation expense related to restricted share units and performance share units awards, which were reclassified from cost of sales and marketing, administration and research costs.

Executive Summary

The following executive summary provides the business update and significant highlights from the "Discussion and Analysis" that follows.

Consolidated Operating Results for the Six Months Ended June 30, 2026

  • Net Revenues** - Net revenues of $21.3 billion for the six months ended June 30, 2026, increased by $1.9 billion, or 9.8%, from the comparable 2025 amount. The change in our net revenues from the comparable 2025 amount was driven by the following (variances not to scale with year-to-date results):

292

For the six months ended June 30, 2026, net revenues increased by 9.8%. Net revenues, excluding currency and acquisitions/divestitures, increased by 5.3%, mainly reflecting: a favorable pricing variance mainly driven by international combustibles; partly offset by unfavorable volume/mix, mainly driven by lower international combustibles and U.S. volumes, notwithstanding higher international smoke-free volumes.

Net revenues by product category for the six months ended June 30, 2026 and 2025 are shown below:

694 697

Note: Sum of product categories might not foot to total PMI due to rounding

  • Diluted Earnings Per Share** - The changes in our reported diluted earnings per share (“diluted EPS”) for the six months ended June 30, 2026, from the comparable 2025 amounts, were as follows:
Diluted EPS% Change
For the six months ended June 30, 2025$3.67
2025 Restructuring c

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Item 4. Controls and Procedures.

PMI carried out an evaluation, with the participation of PMI’s management, including PMI’s Group CEO PMI and Group Chief Financial Officer, of the effectiveness of PMI’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, PMI’s Group CEO PMI and Group Chief Financial Officer concluded that PMI’s disclosure controls and procedures are effective. There have been no changes in PMI’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, PMI’s internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1.Legal Proceedings.

See Note 9. Contingencies of the Notes to the Condensed Consolidated Financial Statements included in Part I – Item 1 of this Form 10-Q for a discussion of legal proceedings pending against Philip Morris International Inc. and its subsidiaries.

Item 1A. Risk Factors.

Information regarding Risk Factors appears in “Management's Discussion and Analysis of Financial Condition and Results of Operations – Cautionary Factors That May Affect Future Results,” in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase activity for each of the three months in the quarter ended June 30, 2026, was as follows:

PeriodTotal Number of Shares RepurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2026 – April 30, 2026—$——$—
May 1, 2026 – May 31, 2026—$——$—
June 1, 2026 – June 30, 2026—$——$—
Pursuant to Publicly Announced Plans or Programs—$—
April 1, 2026 – April 30, 2026 (1)11,893$165.35
May 1, 2026 – May 31, 2026 (1)5,970$164.43
June 1, 2026 – June 30, 2026 (1)1,489$179.30
For the Quarter Ended June 30, 202619,352$166.14

(1)Shares repurchased primarily represent shares tendered to us by employees who vested in restricted and performance share unit awards and used shares to pay all, or a portion of, the related taxes.

Item 5. Other Information.

During the three months ended June 30, 2026, 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.

Item 6. Exhibits.

10.1Separation Agreement and Release with Emmanuel Babeau, dated July 6, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 9, 2026).
10.2Employment Agreement with Massimo Andolina, effective August 1, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 16, 2026).
10.3Terms Agreement, dated April 27, 2026, among PMI and Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and Standard Chartered Bank, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed April 29, 2026).
31.1Certification of the Registrant's Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the Registrant's Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of the Registrant's Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of the Registrant's Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PHILIP MORRIS INTERNATIONAL INC.
/s/ EMMANUEL BABEAU
Emmanuel Babeau
Group Chief Financial Officer
July 24, 2026