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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number 001-33708
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Philip Morris International Inc.
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(Exact name of registrant as specified in its charter)
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Virginia |
13-3435103 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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120 Park Avenue |
New York |
New York |
10017 |
(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code |
(917) |
663-2000 |
Former name, former address and former fiscal year, if changed
since last report
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each
class |
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Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, no par value |
|
PM |
|
New York Stock Exchange |
2.375% Notes due 2022 |
|
PM22B |
|
New York Stock Exchange |
2.500% Notes due 2022 |
|
PM22 |
|
New York Stock Exchange |
2.500% Notes due 2022 |
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PM22C |
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New York Stock Exchange |
2.625% Notes due 2023 |
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PM23 |
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New York Stock Exchange |
2.125% Notes due 2023 |
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PM23B |
|
New York Stock Exchange |
3.600% Notes due 2023 |
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PM23A |
|
New York Stock Exchange |
2.875% Notes due 2024 |
|
PM24 |
|
New York Stock Exchange |
2.875% Notes due 2024 |
|
PM24C |
|
New York Stock Exchange |
0.625% Notes due 2024 |
|
PM24B |
|
New York Stock Exchange |
3.250% Notes due 2024 |
|
PM24A |
|
New York Stock Exchange |
2.750% Notes due 2025 |
|
PM25 |
|
New York Stock Exchange |
3.375% Notes due 2025 |
|
PM25A |
|
New York Stock Exchange |
2.750% Notes due 2026 |
|
PM26A |
|
New York Stock Exchange |
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Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
2.875% Notes due 2026 |
|
PM26 |
|
New York Stock Exchange |
0.125% Notes due 2026 |
|
PM26B |
|
New York Stock Exchange |
3.125% Notes due 2027 |
|
PM27 |
|
New York Stock Exchange |
3.125% Notes due 2028 |
|
PM28 |
|
New York Stock Exchange |
2.875% Notes due 2029 |
|
PM29 |
|
New York Stock Exchange |
3.375% Notes due 2029 |
|
PM29A |
|
New York Stock Exchange |
0.800% Notes due 2031 |
|
PM31 |
|
New York Stock Exchange |
3.125% Notes due 2033 |
|
PM33 |
|
New York Stock Exchange |
2.000% Notes due 2036 |
|
PM36 |
|
New York Stock Exchange |
1.875% Notes due 2037 |
|
PM37A |
|
New York Stock Exchange |
6.375% Notes due 2038 |
|
PM38 |
|
New York Stock Exchange |
1.450% Notes due 2039 |
|
PM39 |
|
New York Stock Exchange |
4.375% Notes due 2041 |
|
PM41 |
|
New York Stock Exchange |
4.500% Notes due 2042 |
|
PM42 |
|
New York Stock Exchange |
3.875% Notes due 2042 |
|
PM42A |
|
New York Stock Exchange |
4.125% Notes due 2043 |
|
PM43 |
|
New York Stock Exchange |
4.875% Notes due 2043 |
|
PM43A |
|
New York Stock Exchange |
4.250% Notes due 2044 |
|
PM44 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (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 April 22, 2022, there were 1,550,110,316 shares outstanding
of the registrant’s common stock, no par value per
share.
PHILIP MORRIS INTERNATIONAL INC.
TABLE OF CONTENTS
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Page No. |
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PART I - |
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Item 1. |
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Condensed Consolidated Statements of Earnings for the |
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Three Months Ended March 31, 2022 and 2021
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Condensed Consolidated Statements of Comprehensive Earnings for
the |
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Three Months Ended March 31, 2022 and 2021 |
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Condensed Consolidated Balance Sheets at |
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March 31, 2022 and December 31, 2021
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Condensed Consolidated Statements of Cash Flows for the |
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Three Months Ended March 31, 2022 and 2021 |
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Condensed Consolidated Statements of Stockholders’ (Deficit) Equity
for the |
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Three Months Ended March 31, 2022 and 2021 |
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Item 2. |
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Item 4. |
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PART II - |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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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)
|
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For the Three Months Ended March 31, |
|
2022 |
|
2021 |
Revenues including excise taxes |
$ |
19,341 |
|
|
$ |
19,355 |
|
Excise taxes on products |
11,595 |
|
|
11,770 |
|
Net revenues |
7,746 |
|
|
7,585 |
|
Cost of sales (Note 18) |
2,608 |
|
|
2,274 |
|
Gross profit |
5,138 |
|
|
5,311 |
|
Marketing, administration and research costs (Notes 16 &
18) |
1,802 |
|
|
1,849 |
|
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|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles |
38 |
|
|
18 |
|
Operating income |
3,298 |
|
|
3,444 |
|
Interest expense, net |
154 |
|
|
167 |
|
Pension and other employee benefit costs (Note 3) |
4 |
|
|
28 |
|
Earnings before income taxes |
3,140 |
|
|
3,249 |
|
Provision for income taxes |
619 |
|
|
697 |
|
Equity investments and securities (income)/loss, net |
56 |
|
|
(43) |
|
Net earnings |
2,465 |
|
|
2,595 |
|
Net earnings attributable to noncontrolling interests |
134 |
|
|
177 |
|
Net earnings attributable to PMI |
$ |
2,331 |
|
|
$ |
2,418 |
|
Per
share data (Note 6): |
|
|
|
Basic earnings per share |
$ |
1.50 |
|
|
$ |
1.55 |
|
Diluted earnings per share |
$ |
1.50 |
|
|
$ |
1.55 |
|
|
|
|
|
See notes to condensed consolidated financial
statements.
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive
Earnings
(in millions of dollars)
(Unaudited)
|
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For the Three Months Ended March 31, |
|
|
2022 |
|
2021 |
Net earnings |
|
$ |
2,465 |
|
|
$ |
2,595 |
|
Other comprehensive earnings (losses), net of income
taxes: |
|
|
|
|
Change in currency translation adjustments:
|
|
|
|
|
Unrealized gains (losses), net of income taxes of $(31) in 2022 and
$(85) in 2021
|
|
(194) |
|
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223 |
|
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|
Change in net loss and prior service cost:
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|
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|
Amortization of net losses, prior service costs and net transition
costs, net of income taxes of $(13) in 2022 and $(18) in
2021
|
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55 |
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81 |
|
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|
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|
Change in fair value of derivatives accounted for as
hedges:
|
|
|
|
|
Gains (losses) recognized, net of income taxes of $(20) in 2022 and
$(14) in 2021
|
|
110 |
|
|
76 |
|
(Gains) losses transferred to earnings, net of income taxes of $2
in 2022 and $0 in 2021
|
|
(9) |
|
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21 |
|
|
|
|
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|
Total other comprehensive earnings (losses) |
|
(38) |
|
|
401 |
|
Total comprehensive earnings
|
|
2,427 |
|
|
2,996 |
|
Less comprehensive earnings attributable to: |
|
|
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|
Noncontrolling interests |
|
279 |
|
|
143 |
|
|
|
|
|
|
Comprehensive earnings attributable to PMI |
|
$ |
2,148 |
|
|
$ |
2,853 |
|
See notes to condensed consolidated financial
statements.
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions of dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
ASSETS |
|
|
|
Cash and cash equivalents |
$ |
4,622 |
|
|
$ |
4,496 |
|
Trade receivables (less allowances of $32 in 2022 and $70 in
2021)
|
3,650 |
|
|
3,123 |
|
Other receivables (less allowances of $36 in 2022 and $36 in
2021)
|
768 |
|
|
817 |
|
Inventories: |
|
|
|
Leaf tobacco |
1,691 |
|
|
1,642 |
|
Other raw materials |
2,297 |
|
|
1,652 |
|
Finished product |
4,696 |
|
|
5,426 |
|
|
8,684 |
|
|
8,720 |
|
|
|
|
|
Other current assets |
1,000 |
|
|
561 |
|
Total
current assets |
18,724 |
|
|
17,717 |
|
Property,
plant and equipment, at cost |
14,563 |
|
|
14,732 |
|
Less: accumulated depreciation |
8,559 |
|
|
8,564 |
|
|
6,004 |
|
|
6,168 |
|
Goodwill (Note 4) |
6,632 |
|
|
6,680 |
|
Other intangible assets, net (Note 4) |
2,786 |
|
|
2,818 |
|
Equity investments (Note 12) |
4,312 |
|
|
4,463 |
|
Deferred income taxes |
694 |
|
|
895 |
|
Other assets (less allowances of $21 in 2022 and $21 in
2021)
|
2,581 |
|
|
2,549 |
|
TOTAL ASSETS |
$ |
41,733 |
|
|
$ |
41,290 |
|
See notes to condensed consolidated financial
statements.
Continued
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Continued)
(in millions of dollars, except share data)
(Unaudited)
|
|
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|
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|
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|
March 31,
2022 |
|
December 31,
2021 |
LIABILITIES |
|
|
|
Short-term borrowings (Note 10) |
$ |
2,441 |
|
|
$ |
225 |
|
Current portion of long-term debt (Note 10) |
2,897 |
|
|
2,798 |
|
Accounts payable |
3,203 |
|
|
3,331 |
|
Accrued liabilities: |
|
|
|
Marketing and selling |
678 |
|
|
811 |
|
Taxes, except income taxes |
5,618 |
|
|
6,324 |
|
Employment costs |
864 |
|
|
1,146 |
|
Dividends payable |
1,958 |
|
|
1,958 |
|
Other |
1,854 |
|
|
1,637 |
|
Income taxes |
904 |
|
|
1,025 |
|
|
|
|
|
Total current liabilities |
20,417 |
|
|
19,255 |
|
Long-term
debt (Note 10) |
24,019 |
|
|
24,783 |
|
Deferred income taxes |
751 |
|
|
726 |
|
Employment costs |
2,880 |
|
|
2,968 |
|
Income taxes and other liabilities |
1,869 |
|
|
1,766 |
|
Total liabilities |
49,936 |
|
|
49,498 |
|
Contingencies
(Note 8) |
|
|
|
STOCKHOLDERS’
(DEFICIT) EQUITY |
|
|
|
Common stock, no par value
(2,109,316,331 shares issued in 2022 and
2021)
|
— |
|
|
— |
|
Additional paid-in capital |
2,118 |
|
|
2,225 |
|
Earnings reinvested in the business |
33,468 |
|
|
33,082 |
|
Accumulated other comprehensive losses |
(9,760) |
|
|
(9,577) |
|
|
25,826 |
|
|
25,730 |
|
Less: cost of repurchased stock
(559,231,389 and 559,146,338 shares in 2022 and
2021, respectively)
|
35,924 |
|
|
35,836 |
|
Total PMI stockholders’ deficit |
(10,098) |
|
|
(10,106) |
|
Noncontrolling interests |
1,895 |
|
|
1,898 |
|
Total stockholders’ deficit |
(8,203) |
|
|
(8,208) |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
41,733 |
|
|
$ |
41,290 |
|
See notes to condensed consolidated financial
statements.
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions of dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
2022 |
|
2021 |
|
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
2,465 |
|
|
$ |
2,595 |
|
|
|
|
|
|
|
Adjustments to reconcile net earnings to operating cash
flows: |
|
|
|
|
Depreciation and amortization |
253 |
|
|
245 |
|
|
Deferred income tax (benefit) provision |
(1) |
|
|
33 |
|
|
Asset impairment and exit costs, net of cash paid (Note
16) |
(28) |
|
|
(36) |
|
|
|
|
|
|
|
Cash effects of changes, net of the effects from acquired
companies: |
|
|
|
|
Receivables, net |
(553) |
|
|
(427) |
|
|
Inventories |
(232) |
|
|
305 |
|
|
Accounts payable |
14 |
|
|
(67) |
|
|
Accrued liabilities and other current assets |
(835) |
|
|
(2,108) |
|
|
Income taxes |
(93) |
|
|
(91) |
|
|
Pension plan contributions |
(34) |
|
|
(30) |
|
|
Other |
162 |
|
|
16 |
|
|
Net cash provided by operating activities |
1,118 |
|
|
435 |
|
|
|
|
|
|
|
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Capital expenditures |
(229) |
|
|
(179) |
|
|
|
|
|
|
|
Equity investments |
(20) |
|
|
— |
|
|
|
|
|
|
|
Net investment hedges |
121 |
|
|
199 |
|
|
Other |
(68) |
|
|
35 |
|
|
Net cash provided by (used in) investing activities |
(196) |
|
|
55 |
|
|
See notes to condensed consolidated financial
statements.
Continued
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Continued)
(in millions of dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
2022 |
|
2021 |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Short-term borrowing activity by original maturity: |
|
|
|
Net issuances (repayments) - maturities of
90 days or less |
$ |
1,916 |
|
|
$ |
(49) |
|
Issuances - maturities longer than 90
days |
305 |
|
|
— |
|
|
|
|
|
|
|
|
|
Long-term debt repaid |
(496) |
|
|
(1,632) |
|
Repurchases of common stock |
(209) |
|
|
— |
|
|
|
|
|
Dividends paid |
(1,952) |
|
|
(1,879) |
|
|
|
|
|
Payments to noncontrolling interests and Other (Note
17)
|
(265) |
|
|
(89) |
|
Net cash used in financing activities |
(701) |
|
|
(3,649) |
|
Effect of exchange rate changes on cash, cash equivalents and
restricted cash |
(95) |
|
|
(220) |
|
|
|
|
|
Cash, cash equivalents and restricted cash
(1):
|
|
|
|
Increase (Decrease) |
126 |
|
|
(3,379) |
|
Balance at beginning of period |
4,500 |
|
|
7,285 |
|
Balance at end of period |
$ |
4,626 |
|
|
$ |
3,906 |
|
(1)
The amounts for cash, cash equivalents and restricted cash shown
above include restricted cash of $4 million and $4 million as of
March 31, 2022 and 2021, respectively, and $4 million and $5
million as of December 31, 2021 and 2020, respectively, which
were included in other current assets in the condensed consolidated
balance sheets.
See notes to condensed consolidated financial
statements.
Philip Morris International Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ (Deficit)
Equity
For the Three Months Ended March 31, 2022 and 2021
(in millions of dollars, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PMI Stockholders’ (Deficit) Equity |
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Earnings
Reinvested in
the
Business |
|
Accumulated
Other
Comprehensive Losses |
|
Cost of
Repurchased
Stock |
|
Noncontrolling
Interests |
|
|
Total |
Balances, January 1, 2021 |
$ |
— |
|
|
$ |
2,105 |
|
|
$ |
31,638 |
|
|
$ |
(11,181) |
|
|
$ |
(35,129) |
|
|
$ |
1,936 |
|
|
|
$ |
(10,631) |
|
|
Net earnings |
|
|
|
|
2,418 |
|
|
|
|
|
|
177 |
|
|
|
2,595 |
|
|
Other comprehensive earnings (losses), net of income
taxes |
|
|
|
|
|
|
435 |
|
|
|
|
(34) |
|
|
|
401 |
|
|
Issuance of stock awards |
|
|
(25) |
|
|
|
|
|
|
69 |
|
|
|
|
|
44 |
|
|
Dividends declared ($1.20 per share)
|
|
|
|
|
(1,878) |
|
|
|
|
|
|
|
|
|
(1,878) |
|
|
Payments to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
(105) |
|
|
|
(105) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2021 |
$ |
— |
|
|
$ |
2,080 |
|
|
$ |
32,178 |
|
|
$ |
(10,746) |
|
|
$ |
(35,060) |
|
|
$ |
1,974 |
|
|
|
$ |
(9,574) |
|
|
Balances, January 1, 2022 |
$ |
— |
|
|
$ |
2,225 |
|
|
$ |
33,082 |
|
|
$ |
(9,577) |
|
|
$ |
(35,836) |
|
|
$ |
1,898 |
|
|
|
$ |
(8,208) |
|
|
Net earnings |
|
|
|
|
2,331 |
|
|
|
|
|
|
134 |
|
|
|
2,465 |
|
|
Other comprehensive earnings (losses), net of income
taxes |
|
|
|
|
|
|
(12) |
|
|
|
|
(26) |
|
|
|
(38) |
|
|
Issuance of stock awards |
|
|
(77) |
|
|
|
|
|
|
111 |
|
|
|
|
|
34 |
|
|
Dividends declared ($1.25 per share)
|
|
|
|
|
(1,945) |
|
|
|
|
|
|
|
|
|
(1,945) |
|
|
Payments to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
(101) |
|
|
|
(101) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock repurchased |
|
|
|
|
|
|
|
|
(199) |
|
|
|
|
|
(199) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Note 17) |
|
|
(30) |
|
|
|
|
(171) |
|
|
|
|
(10) |
|
|
|
(211) |
|
|
Balances, March 31, 2022 |
$ |
— |
|
|
$ |
2,118 |
|
|
$ |
33,468 |
|
|
$ |
(9,760) |
|
|
$ |
(35,924) |
|
|
$ |
1,895 |
|
|
|
$ |
(8,203) |
|
|
See notes to condensed consolidated financial
statements.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Background and Basis of Presentation:
Background
Philip Morris International Inc. is a holding company incorporated
in Virginia, U.S.A. (also referred to herein as the U.S., the
United States or the United States of America), whose subsidiaries
and affiliates and their licensees are primarily engaged in the
manufacture and sale of cigarettes and reduced-risk products
including heat-not-burn, vapor and oral nicotine products, in
markets outside of the United States of America. Throughout these
financial statements, the term "PMI" refers to Philip Morris
International Inc. and its subsidiaries.
Reduced-risk products ("RRPs") is the term PMI uses 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 smoking. PMI has a range of RRPs in
various stages of development, scientific assessment and
commercialization.
"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.
Basis of Presentation
The interim condensed consolidated financial statements of PMI are
unaudited. These interim condensed consolidated financial
statements have been prepared in conformity with accounting
principles generally accepted in the United States of America
("U.S. GAAP") and such principles are applied on a consistent
basis. It is the opinion of PMI’s management that all adjustments
necessary for a fair statement of the interim results presented
have been reflected therein. All such adjustments were of a normal
recurring nature. Net revenues and net earnings attributable to PMI
for any interim period are not necessarily indicative of results
that may be expected for the entire year.
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 new Wellness and Healthcare
business consolidating these entities, Vectura Fertin
Pharma.
The operating results of this new business is reported in an Other
category. For further details, see Note 7.
Segment Reporting
and Note 17.
Acquisitions.
Certain prior years' amounts have been reclassified to conform with
the current year's presentation. During the first quarter of 2022,
one of Fertin Pharma's product lines was moved from the Other
category to the European Union segment (reduced-risk product
category). For further details, see Note 4.
Goodwill and Other Intangible Assets, net.
The change did not have a material impact on PMI's consolidated
financial position, results of operations or cash flows in any of
the periods presented.
These statements should be read in conjunction with the audited
consolidated financial statements and related notes, which appear
in PMI’s Annual Report on Form 10-K for the year ended
December 31, 2021.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 2. Stock Plans:
In May 2017, PMI’s shareholders approved the Philip Morris
International Inc. 2017 Performance Incentive Plan (the “2017
Plan”). Under the 2017 Plan, PMI may grant to eligible employees
restricted shares and restricted share units, performance-based
cash incentive awards and performance-based equity awards. Up to 25
million shares of PMI’s common stock may be issued under the 2017
Plan. At March 31, 2022, shares available for grant under the
2017 Plan were 12,644,751.
In May 2017, PMI’s shareholders also approved the Philip Morris
International Inc. 2017 Stock Compensation Plan for Non-Employee
Directors (the “2017 Non-Employee Directors Plan”). A non-employee
director is defined as a member of the PMI Board of Directors who
is not a full-time employee of PMI or of any corporation in which
PMI owns, directly or indirectly, stock possessing at least 50% of
the total combined voting power of all classes of stock entitled to
vote in the election of directors in such corporation. Up to 1
million shares of PMI common stock may be awarded under the 2017
Non-Employee Directors Plan. At March 31, 2022, shares
available for grant under the plan were 914,413.
Restricted share unit (RSU) awards
During the three months ended March 31, 2022 and 2021, shares
granted to eligible employees, the weighted-average grant date fair
value per share and the recorded compensation expense related to
RSU awards were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
Granted |
|
Weighted-Average Grant Date Fair Value Per RSU Award
Granted |
|
Compensation Expense Related to RSU Awards
(in millions) |
2022 |
1,551,050 |
|
|
$ 105.04 |
|
|
$ |
39 |
|
2021 |
1,972,770 |
|
|
$ 81.86 |
|
|
$ |
40 |
|
As of March 31, 2022, PMI had $259 million of total
unrecognized compensation cost related to non-vested RSU awards.
The cost is recognized over the original restriction period of the
awards, which is typically three years after the date of the award,
or upon death, disability or reaching the age of 58.
During the three months ended March 31, 2022, 1,447,664 RSU awards
vested. The grant date fair value of all the vested awards was
approximately $112 million. The total fair value of RSU awards that
vested during the three months ended March 31, 2022 was
approximately $159 million.
Performance share unit (PSU) awards
During the three months ended March 31, 2022 and 2021, PMI granted
PSU awards to certain executives. The PSU awards require the
achievement of certain performance metrics, which are predetermined
at the time of grant, typically over a three-year performance
cycle. The performance metrics for such PSU's granted during the
three months ended March 31, 2022 consisted of PMI's Total
Shareholder Return ("TSR") relative to a predetermined peer group
and on an absolute basis (40% weight), PMI’s currency-neutral
compound annual adjusted diluted earnings per share growth rate
(30% weight), and a Sustainability Index, which consists of two
drivers:
•Product
Sustainability
(20% weight) measuring progress on PMI's efforts to maximize the
benefits of smoke-free products, purposefully phase out cigarettes,
seek net positive impact in wellness and healthcare, and reduce
post-consumer waste; and
•Operational
Sustainability
(10% weight) measuring progress on PMI's efforts to tackle climate
change, preserve nature, improve the quality of life of people in
its supply chain, and foster an empowered, and inclusive
workplace.
The performance metrics for such PSU's granted during the three
months ended March 31, 2021 consisted of PMI's TSR relative to a
predetermined peer group and on an absolute basis (40% weight),
PMI’s currency-neutral compound annual adjusted diluted earnings
per share growth rate (30% weight), and PMI’s performance against
specific measures of PMI’s transformation, defined as net revenues
from PMI's RRPs and any other non-combustible products as a
percentage of PMI's total net revenues in the last year of the
performance cycle (30% weight).
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The aggregate of the weighted performance factors for the three
metrics in each such PSU award determines the percentage of PSUs
that will vest at the end of the three-year performance cycle. The
minimum percentage of such PSUs that can vest is zero, with a
target percentage of 100 and a maximum percentage of 200. Each such
vested PSU entitles the participant to one share of common stock.
An aggregate weighted PSU performance factor of 100 will result in
the targeted number of PSUs being vested. At the end of the
performance cycle, participants are entitled to an amount
equivalent to the accumulated dividends paid on common stock during
the performance cycle for the number of shares earned.
During the three months ended March 31, 2022 and 2021, shares
granted to eligible employee, the grant date fair value per share
and the recorded compensation expense related to PSU awards were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares Granted |
Grant Date
Fair Value Subject to Other Performance Metrics |
Grant Date
Fair Value Subject to TSR Performance Metric |
Compensation Expense Related to PSU Awards (in
millions) |
|
(Per Share) |
(Per Share) |
2022 |
451,790 |
|
$ 105.07 |
|
$ 143.94 |
|
$ |
21 |
|
2021 |
574,410 |
|
$ 81.86 |
|
$ 106.93 |
|
$ |
12 |
|
The grant date fair value of the PSU awards subject to the other
performance metrics was determined by using the market price of
PMI’s stock on the date of the grant. The grant date fair value of
the PSU market based awards subject to the TSR performance metric
was determined by using the Monte Carlo simulation model. The
following assumptions were used to determine the grant date fair
value of the PSU awards subject to the TSR performance
metric:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Risk-free interest rate
(a)
|
1.6 |
% |
|
0.2 |
% |
|
Expected volatility
(b)
|
28.6 |
% |
|
31.7 |
% |
|
(a)
Based on the U.S. Treasury yield curve.
(b)
Determined using the observed historical volatility.
As of March 31, 2022, PMI had $76 million of total
unrecognized compensation cost related to non-vested PSU awards.
The cost is recognized over the performance cycle of the awards, or
upon death, disability or reaching the age of 58.
During the three months ended March 31, 2022, 669,960 PSU awards
vested. The grant date fair value of all the vested awards was
approximately $54 million. The total fair value of PSU awards that
vested during the three months ended March 31, 2022 was
approximately $74 million.
Note 3. Benefit Plans:
Pension coverage for employees of PMI’s subsidiaries is provided,
to the extent deemed appropriate, through separate plans, many of
which are governed by local statutory requirements. In addition,
PMI provides health care and other benefits to substantially all
U.S. retired employees and certain non-U.S. retired employees. In
general, health care benefits for non-U.S. retired employees are
covered through local government plans.
Pension and other employee benefit costs per the condensed
consolidated statements of earnings consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
(in millions) |
|
|
|
|
2022 |
|
2021 |
Net pension costs (income) |
|
|
|
|
$ |
(25) |
|
|
$ |
(1) |
|
Net postemployment costs |
|
|
|
|
27 |
|
|
28 |
|
Net postretirement costs |
|
|
|
|
2 |
|
|
1 |
|
Total pension and other employee benefit costs |
|
|
|
|
$ |
4 |
|
|
$ |
28 |
|
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Pension Plans
Components of Net Periodic Benefit Cost
Net periodic pension cost consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
(1)
|
|
|
|
For the Three Months Ended March 31, |
(in millions) |
|
|
|
|
2022 |
|
2021 |
Service cost |
|
|
|
|
$ |
60 |
|
|
$ |
75 |
|
Interest cost |
|
|
|
|
20 |
|
|
13 |
|
Expected return on plan assets |
|
|
|
|
(92) |
|
|
(95) |
|
Amortization: |
|
|
|
|
|
|
|
Net loss |
|
|
|
|
48 |
|
|
80 |
|
Prior service cost |
|
|
|
|
(1) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
|
|
|
$ |
35 |
|
|
$ |
74 |
|
(1)
Primarily non-U.S. based defined benefit retirement
plans.
Employer Contributions
PMI makes, and plans to make, contributions, to the extent that
they are tax deductible and meet specific funding requirements of
its funded pension plans. Employer contributions of $34 million
were made to the pension plans during the three months ended March
31, 2022. Currently, PMI anticipates making additional
contributions during the remainder of 2022 of approximately $73
million to its pension plans, based on current tax and benefit
laws. However, this estimate is subject to change as a result of
changes in tax and other benefit laws, as well as asset performance
significantly above or below the assumed long-term rate of return
on pension assets, or changes in interest and currency
rates.
Note 4. Goodwill and Other Intangible Assets, net:
The movements in goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
European Union |
Eastern Europe |
Middle East & Africa |
South & Southeast Asia |
East Asia & Australia |
Americas |
Other |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2021 |
$ |
1,397 |
|
$ |
295 |
|
$ |
79 |
|
$ |
2,828 |
|
$ |
539 |
|
$ |
611 |
|
$ |
931 |
|
$ |
6,680 |
|
Changes due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
(19) |
|
(8) |
|
8 |
|
(29) |
|
(7) |
|
27 |
|
(20) |
|
(48) |
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2022 |
$ |
1,378 |
|
$ |
287 |
|
$ |
87 |
|
$ |
2,799 |
|
$ |
532 |
|
$ |
638 |
|
$ |
911 |
|
$ |
6,632 |
|
At March 31, 2022, goodwill primarily reflects PMI’s business
combinations in Colombia, Greece, Indonesia, Mexico, Pakistan, the
Philippines and Serbia, as well as the preliminary purchase price
allocation of Fertin Pharma A/S and Vectura Group plc., which were
acquired in September 2021.
As discussed in Note 1.
Background and Basis of Presentation,
during the first quarter of 2022, one of Fertin Pharma's product
lines was moved from the Other category to the European Union
segment. As a result, the December 31, 2021 opening goodwill
balance in the table above included a reclassification of $24
million from the Other category to the European Union
segment.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Details of other intangible assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
(in millions) |
Weighted-Average Remaining Useful Life |
Gross Carrying Amount |
Accumulated Amortization |
Net |
|
Gross Carrying Amount |
Accumulated Amortization |
Net |
Non-amortizable intangible assets |
|
$ |
1,321 |
|
|
$ |
1,321 |
|
|
$ |
1,312 |
|
|
$ |
1,312 |
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
Trademarks |
11 years |
1,205 |
|
$ |
656 |
|
549 |
|
|
1,201 |
|
$ |
639 |
|
562 |
|
|
|
|
|
|
|
|
|
|
Developed technology, including patents |
12 years |
855 |
|
82 |
|
773 |
|
|
859 |
|
63 |
|
796 |
|
Other(1)
|
11 years |
238 |
|
95 |
|
143 |
|
|
238 |
|
90 |
|
148 |
|
Total other intangible assets |
|
$ |
3,619 |
|
$ |
833 |
|
$ |
2,786 |
|
|
$ |
3,610 |
|
$ |
792 |
|
$ |
2,818 |
|
(1)
Primarily includes distribution networks and customer
relationships.
Non-amortizable intangible assets substantially consist of
trademarks from PMI’s acquisitions in Indonesia and Mexico, as well
as the preliminary purchase price allocation associated with PMI's
business combinations in 2021 (primarily in-process research and
development). The increase since December 31, 2021 was due to
currency movements of $9 million.
The change in the accumulated amortization from December 31,
2021, was mainly due to the 2022 amortization of $38 million, and
currency movements of $3 million.
Amortization expense for each of the next five years is estimated
to be $150 million or less, assuming no additional transactions
occur that require the amortization of intangible
assets.
Note 5. Financial Instruments:
Overview
PMI operates in markets outside of the United States of America,
with manufacturing and sales facilities in various locations around
the world. PMI utilizes certain financial instruments to manage
foreign currency and interest rate exposures. Derivative financial
instruments are used by PMI principally to reduce exposures to
market risks resulting from fluctuations in foreign currency
exchange and interest rates by creating offsetting exposures. PMI
is not a party to leveraged derivatives and, by policy, does not
use derivative financial instruments for speculative purposes.
Substantially all of PMI's derivative financial instruments are
subject to master netting arrangements, whereby the right to offset
occurs in the event of default by a participating party. While
these contracts contain the enforceable right to offset through
close-out netting rights, PMI elects to present them on a gross
basis in the consolidated balance sheets. Collateral associated
with these arrangements is in the form of cash and is unrestricted.
Financial instruments qualifying for hedge accounting must maintain
a specified level of effectiveness between the hedging instrument
and the item being hedged, both at inception and throughout the
hedged period. PMI formally documents the nature and relationships
between the hedging instruments and hedged items, as well as its
risk-management objectives, strategies for undertaking the various
hedge transactions and method of assessing hedge effectiveness.
Additionally, for hedges of forecasted transactions, the
significant characteristics and expected terms of the forecasted
transaction must be specifically identified, and it must be
probable that each forecasted transaction will occur. If it were
deemed probable that the forecasted transaction would not occur,
the gain or loss would be recognized in earnings.
PMI uses deliverable and non-deliverable forward foreign exchange
contracts, foreign currency swaps and foreign currency options,
collectively referred to as foreign exchange contracts ("foreign
exchange contracts"), and interest rate contracts to
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
mitigate its exposure to changes in exchange and interest rates
from third-party and intercompany actual and forecasted
transactions. Both foreign exchange contracts and interest rate
contracts are collectively referred to as derivative contracts
("derivative contracts"). The primary currencies to which PMI is
exposed include the Euro, Indonesian rupiah, Japanese yen, Mexican
peso, Philippine peso, Russian ruble and Swiss franc. At
March 31, 2022, PMI had contracts with aggregate notional
amounts of $25.8 billion of which $4.9 billion related to cash flow
hedges, $7.9 billion related to hedges of net investments in
foreign operations, $1.0 billion related to fair value hedges and
$12.0 billion related to other derivatives that primarily offset
currency exposures on intercompany financing.
The fair value of PMI’s derivative contracts included in the
condensed consolidated balance sheets as of March 31, 2022 and
December 31, 2021, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets |
|
Derivative Liabilities |
|
|
|
Fair Value |
|
|
|
Fair Value |
|
|
|
At |
|
At |
|
|
|
At |
|
At |
(in millions) |
Balance Sheet Classification |
|
March 31, 2022 |
|
December 31, 2021 |
|
Balance Sheet Classification |
|
March 31, 2022 |
|
December 31, 2021 |
Derivative contracts designated as hedging instruments |
Other current assets |
|
$ |
291 |
|
|
$ |
173 |
|
|
Other accrued liabilities |
|
$ |
46 |
|
|
$ |
34 |
|
|
Other assets |
|
63 |
|
|
22 |
|
|
Income taxes and other liabilities |
|
182 |
|
|
190 |
|
Derivative contracts not designated as hedging
instruments |
Other current assets
|
|
55 |
|
|
37 |
|
|
Other accrued liabilities |
|
83 |
|
|
75 |
|
|
Other assets |
|
— |
|
|
— |
|
|
Income taxes and other liabilities |
|
14 |
|
|
— |
|
Total gross amount derivatives contracts presented in the condensed
consolidated balance sheets |
|
|
$ |
409 |
|
|
$ |
232 |
|
|
|
|
$ |
325 |
|
|
$ |
299 |
|
Gross amounts not offset in the condensed consolidated balance
sheets |
|
|
|
|
|
|
|
|
|
|
|
Financial instruments |
|
|
(199) |
|
|
(126) |
|
|
|
|
(199) |
|
|
(126) |
|
Cash collateral received/pledged |
|
|
(200) |
|
|
(93) |
|
|
|
|
(87) |
|
|
(151) |
|
Net amount |
|
|
$ |
10 |
|
|
$ |
13 |
|
|
|
|
$ |
39 |
|
|
$ |
22 |
|
PMI assesses the fair value of its foreign exchange contracts and
interest rate contracts using standard valuation models that use,
as their basis, readily observable market inputs. The fair value of
PMI’s foreign exchange forward contracts, foreign currency swaps
and interest rate contracts is determined by using the prevailing
foreign exchange spot rates and interest rate differentials, and
the respective maturity dates of the instruments. The fair value of
PMI’s currency options is determined by using a Black-Scholes
methodology based on foreign exchange spot rates and interest rate
differentials, currency volatilities and maturity dates. PMI’s
derivative contracts have been classified within Level 2 at
March 31, 2022 and December 31, 2021.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
For the three months ended March 31, 2022 and 2021, PMI's
derivative contracts impacted the condensed consolidated statements
of earnings and comprehensive earnings as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(pre-tax, in millions) |
For the Three Months Ended March 31, |
|
Amount of Gain/(Loss) Recognized in Other Comprehensive
Earnings/(Losses) on Derivatives |
|
|
|
Statement of Earnings
Classification of Gain/(Loss)
on Derivatives |
|
Amount of Gain/(Loss) Reclassified from Other Comprehensive
Earnings/(Losses) into Earnings |
|
Amount of Gain/(Loss) Recognized in Earnings |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Derivative contracts designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges |
$ |
130 |
|
|
$ |
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
17 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, administration and research costs |
|
(3) |
|
|
(18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
(3) |
|
|
(3) |
|
|
|
|
|
|
|
Fair value hedges |
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
$ |
(37) |
|
|
$ |
— |
|
|
|
Net investment hedges
(a)
|
105 |
|
|
318 |
|
|
|
|
Interest expense, net
(b)
|
|
|
|
|
|
33 |
|
|
42 |
|
|
|
Derivative contracts not designated as hedging
instruments: |
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
8 |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
Marketing, administration and research costs
(c)
|
|
|
|
|
|
(1) |
|
|
287 |
|
|
|
Total |
$ |
235 |
|
|
$ |
408 |
|
|
|
|
|
|
$ |
11 |
|
|
$ |
(21) |
|
|
$ |
3 |
|
|
$ |
340 |
|
|
|
(a)
Amount of gains (losses) on hedges of net investments principally
related to changes in exchange and interest rates between the Euro
and U.S. dollar
(b)
Represent the gains for amounts excluded from the effectiveness
testing
(c)
The gains (losses) from these contracts attributable to changes in
foreign currency exchange rates substantially offset the (losses)
and gains generated by the underlying intercompany and third-party
loans being hedged
Cash Flow Hedges
PMI has entered into derivative contracts to hedge the foreign
currency exchange and interest rate risks related to certain
forecasted transactions. Gains and losses associated with
qualifying cash flow hedge contracts are deferred as components of
accumulated other comprehensive losses until the underlying hedged
transactions are reported in PMI’s condensed consolidated
statements of earnings. As of March 31, 2022, PMI has hedged
forecasted transactions for periods not exceeding the next
twenty-one months with the exception of one derivative contract
that expires in May 2024. The impact of these hedges is primarily
included in operating cash flows on PMI’s condensed consolidated
statements of cash flows.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Fair Value Hedges
PMI has entered into fixed-to-floating interest rate contracts,
designated as fair value hedges to minimize exposure to changes in
the fair value of fixed rate U.S. dollar-denominated debt that
results from fluctuations in benchmark interest rates. For
derivative contracts that are designated and qualify as fair value
hedges the gain or loss on the derivative, as well as the
offsetting gain or loss on the hedged items attributable to the
hedged risk, is recognized in current earnings. The carrying amount
of the debt hedged, which includes the cumulative adjustment for
fair value gains/losses, as of March 31, 2022 was $957
million, and is recorded in long-term debt in the condensed
consolidated balance sheets. The cumulative amount of fair value
gains/(losses) included in the carrying amount of the debt hedged
was $(36) million as of March 31, 2022.
Hedges of Net Investments in Foreign Operations
PMI designates derivative contracts and certain foreign currency
denominated debt instruments as net investment hedges, primarily of
its Euro net assets. For the three months ended March 31, 2022 and
2021, the amount of pre-tax gain/(loss) related to these debt
instruments, that was reported as a component of accumulated other
comprehensive losses within currency translation adjustments, was
$66 million and $181 million, respectively. The premiums paid for,
and settlements of, net investment hedges are included in investing
cash flows on PMI’s condensed consolidated statements of cash
flows.
Other Derivatives
PMI has entered into derivative contracts to hedge the foreign
currency exchange and interest rate risks related to intercompany
loans between certain subsidiaries, and third-party loans. While
effective as economic hedges, no hedge accounting is applied for
these contracts; therefore, the gains (losses) relating to these
contracts are reported in PMI’s condensed consolidated statements
of earnings.
Qualifying Hedging Activities Reported in Accumulated Other
Comprehensive Losses
Derivative gains or losses reported in accumulated other
comprehensive losses are a result of qualifying hedging activity.
Transfers of these gains or losses to earnings are offset by the
corresponding gains or losses on the underlying hedged item.
Hedging activity affected accumulated other comprehensive losses,
net of income taxes, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
For the Three Months Ended March 31, |
|
|
|
|
2022 |
2021 |
Gain/(loss) as of January 1, |
|
|
|
$ |
4 |
|
$ |
(85) |
|
Derivative (gains)/losses transferred to earnings |
|
|
|
(9) |
|
21 |
|
Change in fair value |
|
|
|
110 |
|
76 |
|
Gain/(loss) as of March 31, |
|
|
|
$ |
105 |
|
$ |
12 |
|
At March 31, 2022, PMI expects $76 million of derivative gains
that are included in accumulated other comprehensive losses to be
reclassified to the condensed consolidated statement of earnings
within the next 12 months. These gains are expected to be
substantially offset by the statement of earnings impact of the
respective hedged transactions.
Contingent Features
PMI’s derivative instruments do not contain contingent
features.
Credit Exposure and Credit Risk
PMI is exposed to credit loss in the event of non-performance by
counterparties. While PMI does not anticipate non-performance, its
risk is limited to the fair value of the financial instruments less
any cash collateral received or pledged. PMI actively monitors its
exposure to credit risk through the use of credit approvals and
credit limits and by selecting and continuously monitoring a
diverse group of major international banks and financial
institutions as counterparties.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Other Investments
A PMI investment, which is comprised primarily of money market
funds, has been classified within Level 1 and had a fair value of
$82 million at March 31, 2022. For the three months ended
March 31, 2022 the unrealized pre-tax gains on these investments
were immaterial.
Note 6. Earnings Per Share:
Basic and diluted earnings per share (“EPS”) were calculated using
the following:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
For the Three Months Ended March 31, |
|
|
|
|
2022 |
2021 |
Net earnings attributable to PMI |
|
|
|
$ |
2,331 |
|
$ |
2,418 |
|
Less distributed and undistributed earnings attributable to
share-based payment awards
|
|
|
|
7 |
|
7 |
|
Net earnings for basic and diluted EPS |
|
|
|
$ |
2,324 |
|
$ |
2,411 |
|
Weighted-average shares for basic EPS |
|
|
|
1,550 |
|
1,558 |
|
|
|
|
|
|
|
Plus contingently issuable performance stock units
(PSUs) |
|
|
|
2 |
|
2 |
|
Weighted-average shares for diluted EPS |
|
|
|
1,552 |
|
1,560 |
|
Unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents are participating
securities and therefore are included in PMI’s earnings per share
calculation pursuant to the two-class method.
For the 2022 and 2021 computations, there were no antidilutive
stock awards.
Note 7. Segment Reporting:
PMI’s subsidiaries and affiliates are primarily engaged in the
manufacture and sale of cigarettes and RRPs, including
heat-not-burn, vapor and oral nicotine products, in markets outside
of the United States of America. PMI's segments are generally
organized by geographic region and managed by segment managers who
are responsible for the operating and financial results of the
regions inclusive of combustible and reduced-risk product
categories sold in the region. PMI currently has six geographical
segments: the European Union; Eastern Europe; Middle East &
Africa; South & Southeast Asia; East Asia & Australia; and
Americas; as well as an Other category. Other consists of the
operating results of PMI's new Wellness and Healthcare business,
Vectura Fertin Pharma. For further details on these acquisitions,
see Note 17.
Acquisitions.
PMI records net revenues and operating income to its geographical
segments based upon the geographic area in which the customer
resides.
PMI’s chief operating decision maker evaluates geographical segment
performance and allocates resources based on regional operating
income, which includes results from all product categories sold in
each region. Business operations in the Other category are managed
and evaluated separately.
PMI disaggregates its net revenue from contracts with customers by
both geographic location and product category for each of PMI's six
geographical segments. For the new Wellness and Healthcare business
discussed above, net revenues from contracts with customers are
included in the Other category. PMI believes this best depicts how
the nature, amount, timing and uncertainty of its revenue and cash
flows are affected by economic factors.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Segment data were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
For the Three Months Ended March 31, |
|
|
|
|
2022 |
2021 |
Net revenues: |
|
|
|
|
|
European Union |
|
|
|
$ |
3,012 |
|
$ |
2,909 |
|
Eastern Europe |
|
|
|
726 |
|
796 |
|
Middle East & Africa |
|
|
|
991 |
|
801 |
|
South & Southeast Asia |
|
|
|
1,123 |
|
1,173 |
|
East Asia & Australia |
|
|
|
1,404 |
|
1,472 |
|
Americas |
|
|
|
424 |
|
434 |
|
Other |
|
|
|
66 |
|
— |
|
Net revenues |
|
|
|
$ |
7,746 |
|
$ |
7,585 |
|
Operating income (loss): |
|
|
|
|
|
European Union |
|
|
|
$ |
1,527 |
|
$ |
1,490 |
|
Eastern Europe |
|
|
|
144 |
|
261 |
|
Middle East & Africa |
|
|
|
521 |
|
335 |
|
South & Southeast Asia |
|
|
|
445 |
|
529 |
|
East Asia & Australia |
|
|
|
571 |
|
695 |
|
Americas |
|
|
|
121 |
|
134 |
|
Other |
|
|
|
(31) |
|
— |
|
Operating income |
|
|
|
$ |
3,298 |
|
$ |
3,444 |
|
Items affecting the comparability of results from operations were
as follows:
•Asset
impairment and exit costs
- See Note 16.
Asset Impairment and Exit Costs
for details of the $48 million pre-tax charge and a breakdown of
these costs by segment for the three months ended March 31,
2021.
•Charges
related to the war in Ukraine
- See Note 18.
War in Ukraine
for details of the $42 million pre-tax charges in the Eastern
Europe segment for the three months ended March 31,
2022.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
PMI's net revenues by product category were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
For the Three Months Ended March 31, |
|
|
|
|
2022 |
2021 |
Net revenues: |
|
|
|
|
|
Combustible products: |
|
|
|
|
|
European Union |
|
|
|
$ |
1,810 |
|
$ |
1,950 |
|
Eastern Europe |
|
|
|
456 |
|
492 |
|
Middle East & Africa |
|
|
|
929 |
|
780 |
|
South & Southeast Asia |
|
|
|
1,118 |
|
1,171 |
|
East Asia & Australia |
|
|
|
601 |
|
648 |
|
Americas |
|
|
|
416 |
|
422 |
|
Total combustible products |
|
|
|
$ |
5,330 |
|
$ |
5,463 |
|
Reduced-risk products: |
|
|
|
|
|
European Union |
|
|
|
$ |
1,202 |
|
$ |
959 |
|
Eastern Europe |
|
|
|
270 |
|
304 |
|
Middle East & Africa |
|
|
|
62 |
|
21 |
|
South & Southeast Asia |
|
|
|
5 |
|
2 |
|
East Asia & Australia |
|
|
|
803 |
|
824 |
|
Americas |
|
|
|
8 |
|
12 |
|
Total reduced-risk products |
|
|
|
$ |
2,350 |
|
$ |
2,122 |
|
Other: |
|
|
|
|
|
Other |
|
|
|
$ |
66 |
|
$ |
— |
|
Total PMI net revenues |
|
|
|
$ |
7,746 |
|
$ |
7,585 |
|
Note: Sum of product categories or Regions might not foot to total
PMI due to roundings.
Net revenues related to combustible products refer to the operating
revenues generated from the sale of these products, including
shipping and handling charges billed to customers, net of sales and
promotion incentives, and excise taxes. These net revenue amounts
consist of the sale of PMI's cigarettes and other tobacco products
combined. Other tobacco products primarily include roll-your-own
and make-your-own cigarettes, pipe tobacco, cigars and cigarillos,
and do not include reduced-risk products.
Net revenues related to reduced-risk products refer to the
operating revenues generated from the sale of these products,
including shipping and handling charges billed to customers, net of
sales and promotion incentives, and excise taxes. These net revenue
amounts consist of the sale of PMI's heated tobacco units,
heat-not-burn
devices and related accessories, and other nicotine-containing
products, which primarily include PMI's e-vapor and oral nicotine
products.
Net revenues in the Other category primarily consist of operating
revenues generated from the sale of inhaled therapeutics, and oral
and intra-oral delivery systems that are included in the operating
results of PMI's new Wellness and Healthcare business, Vectura
Fertin Pharma.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 8. Contingencies:
Tobacco-Related Litigation
Legal proceedings covering a wide range of matters are pending or
threatened against us, and/or our subsidiaries, and/or our
indemnitees in various jurisdictions. Our indemnitees include
distributors, licensees, and others that have been named as parties
in certain cases and that we have agreed to defend, as well as to
pay costs and some or all of judgments, if any, that may be entered
against them. Pursuant to the terms of the Distribution
Agreement between Altria Group, Inc. (“Altria”) and PMI, PMI will
indemnify Altria and Philip Morris USA Inc. (“PM USA”), a U.S.
tobacco subsidiary of Altria, for tobacco product claims based in
substantial part on products manufactured by PMI or contract
manufactured for PMI by PM USA, and PM USA will indemnify PMI for
tobacco product claims based in substantial part on products
manufactured by PM USA, excluding tobacco products contract
manufactured for PMI.
It is possible that there could be adverse developments in pending
cases against us and our subsidiaries. An unfavorable outcome or
settlement of pending tobacco-related litigation could encourage
the commencement of additional litigation.
Damages claimed in some of the tobacco-related litigation are
significant and, in certain cases in Brazil, Canada and Nigeria,
range into the billions of U.S. dollars. The variability in
pleadings in multiple jurisdictions, together with the actual
experience of management in litigating claims, demonstrate that the
monetary relief that may be specified in a lawsuit bears little
relevance to the ultimate outcome. Much of the tobacco-related
litigation is in its early stages, and litigation is subject to
uncertainty. However, as discussed below, we have to date been
largely successful in defending tobacco-related
litigation.
We and our subsidiaries record provisions in the consolidated
financial statements for pending litigation when we determine that
an unfavorable outcome is probable and the amount of the loss can
be reasonably estimated. At the present time, except as stated
otherwise in this Note 8.
Contingencies,
while it is reasonably possible that an unfavorable outcome in a
case may occur, after assessing the information available to it
(i) management has not concluded that it is probable that a
loss has been incurred in any of the pending tobacco-related cases;
(ii) management is unable to estimate the possible loss or
range of loss for any of the pending tobacco-related cases; and
(iii) accordingly, no estimated loss has been accrued in the
consolidated financial statements for unfavorable outcomes in these
cases, if any. Legal defense costs are expensed as
incurred.
It is possible that our consolidated results of operations, cash
flows or financial position could be materially affected in a
particular fiscal quarter or fiscal year by an unfavorable outcome
or settlement of certain pending litigation. Nevertheless, although
litigation is subject to uncertainty, we and each of our
subsidiaries named as a defendant believe, and each has been so
advised by counsel handling the respective cases, that we have
valid defenses to the litigation pending against us, as well as
valid bases for appeal of adverse verdicts. All such cases are, and
will continue to be, vigorously defended. However, we and our
subsidiaries may enter into settlement discussions in particular
cases if we believe it is in our best interests to do
so.
CCAA Proceedings and Stay of Tobacco-Related Cases Pending in
Canada
As a result of the Court of Appeal of Quebec’s decision in both
the
Létourneau
and
Blais
cases described below, our subsidiary, Rothmans, Benson &
Hedges Inc. (“RBH”), and the other defendants, JTI Macdonald Corp.,
and Imperial Tobacco Canada Limited, sought protection in the
Ontario Superior Court of Justice under the Companies’ Creditors
Arrangement Act (“CCAA”) on March 22, March 8, and March 12, 2019,
respectively. CCAA is a Canadian federal law that permits a
Canadian business to restructure its affairs while carrying on its
business in the ordinary course. The initial CCAA order made by the
Ontario Superior Court on March 22, 2019 authorizes RBH to pay all
expenses incurred in carrying on its business in the ordinary
course after the CCAA filing, including obligations to employees,
vendors, and suppliers. As further described in Item 8, Note
20.
Deconsolidation of RBH
of PMI's Annual Report on Form 10-K for the year ended
December 31, 2021, RBH's financial results have been
deconsolidated from our consolidated financial statements since
March 22, 2019. As part of the CCAA proceedings, there is currently
a comprehensive stay up to and including September 30, 2022 of all
tobacco-related litigation pending in Canada against RBH and the
other defendants, including PMI and our indemnitees (PM USA and
Altria), namely, the smoking and health class actions filed in
various Canadian provinces and health care cost recovery actions.
These proceedings are presented below under the caption
“Stayed
Litigation — Canada.”
Ernst & Young Inc. has been appointed as monitor of RBH in the
CCAA proceedings. In accordance with the CCAA process, as the
parties work towards a plan of arrangement or compromise in a
confidential mediation, it is anticipated that the court will set
additional hearings and further extend the stay of proceedings. On
April 17, 2019, the Ontario Superior Court ruled that RBH and the
other defendants will not be allowed to file an application to the
Supreme Court of Canada for leave to appeal the Court of Appeal’s
decision in the
Létourneau
and the
Blais
cases so long as the comprehensive stay of all tobacco-related
litigation in Canada remains in effect and that the time period to
file the application would be extended by the stay period. While
RBH believes that the findings of liability and damages in
both
Létourneau
and the
Blais
cases were incorrect, the CCAA proceedings will provide a forum
for
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
RBH to seek resolution through a plan of arrangement or compromise
of all tobacco-related litigation pending in Canada. It is not
possible to predict the resolution of the underlying legal
proceedings or the length of the CCAA process.
Stayed Litigation — Canada
Smoking and Health Litigation — Canada
In the first class action pending in Canada,
Conseil Québécois Sur Le Tabac Et La Santé and Jean-Yves Blais v.
Imperial Tobacco Ltd.,
Rothmans, Benson & Hedges Inc. and JTI-Macdonald Corp.,
Quebec Superior Court, Canada,
filed in November 1998, RBH and other Canadian cigarette
manufacturers (Imperial Tobacco Canada Ltd. and JTI-Macdonald
Corp.) are defendants. The plaintiffs, an anti-smoking
organization and an individual smoker, sought compensatory and
punitive damages for each member of the class who suffers allegedly
from certain smoking-related diseases. The class was certified in
2005. The trial court issued its judgment on May 27, 2015. The
trial court found RBH and two other Canadian manufacturers liable
and found that the class members’ compensatory damages totaled
approximately CAD 15.5 billion, including pre-judgment interest
(approximately $12.2 billion). The trial court awarded compensatory
damages on a joint and several liability basis, allocating 20% to
our subsidiary (approximately CAD 3.1 billion, including
pre-judgment interest (approximately $2.4 billion)). In addition,
the trial court awarded CAD 90,000 (approximately $70,800) in
punitive damages, allocating CAD 30,000 (approximately $23,600) to
RBH. The trial court estimated the disease class at 99,957 members.
RBH appealed to the Court of Appeal of Quebec. In October 2015, the
Court of Appeal ordered RBH to furnish security totaling CAD 226
million (approximately $178 million) to cover both the
Létourneau
and
Blais
cases, which RBH has paid in installments through March 2017. The
Court of Appeal ordered Imperial Tobacco Canada Ltd. to furnish
security totaling CAD 758 million (approximately $596 million) in
installments through June 2017. JTI Macdonald Corp. was not
required to furnish security in accordance with plaintiffs’ motion.
The Court of Appeal ordered that the security is payable upon a
final judgment of the Court of Appeal affirming the trial court’s
judgment or upon further order of the Court of Appeal.
On March 1, 2019, the Court of Appeal issued a decision largely
affirming the trial court’s findings of liability and the
compensatory and punitive damages award while reducing the total
amount of compensatory damages to approximately CAD 13.5 billion
including interest (approximately $10.6 billion) due to the trial
court’s error in the calculation of interest. The compensatory
damages award is on a joint and several basis with an allocation of
20% to RBH (approximately CAD 2.7 billion, including pre-judgment
interest (approximately $2.1 billion)). The Court of Appeal upheld
the trial court’s findings that defendants violated the Civil Code
of Quebec, the Quebec Charter of Human Rights and Freedoms, and the
Quebec Consumer Protection Act by failing to warn adequately of the
dangers of smoking and by conspiring to prevent consumers from
learning of the dangers of smoking. The Court of Appeal further
held that the plaintiffs either need not prove, or had adequately
proven, that these faults were a cause of the class members’
injuries. In accordance with the judgment, defendants were required
to deposit their respective portions of the damages awarded in both
the
Létourneau
case described below and the
Blais
case, approximately CAD 1.1 billion (approximately $865 million),
into trust accounts within 60 days. RBH’s share of the deposit was
approximately CAD 257 million (approximately $194 million). PMI
recorded a pre-tax charge of $194 million in its consolidated
results, representing $142 million net of tax, as tobacco
litigation-related expense, in the first quarter of 2019. The
charge reflects PMI’s assessment of the portion of the judgment
that represents probable and estimable loss prior to the
deconsolidation of RBH and corresponds to the trust account deposit
required by the judgment.
In the second class action pending in Canada,
Cecilia Létourneau v. Imperial Tobacco Ltd., Rothmans,
Benson & Hedges Inc. and JTI-Macdonald Corp., Quebec
Superior Court, Canada,
filed in September 1998, RBH and other Canadian cigarette
manufacturers (Imperial Tobacco Canada Ltd. and JTI-Macdonald
Corp.) are defendants. The plaintiff, an individual
smoker, sought compensatory and punitive damages for each member of
the class who is deemed addicted to smoking. The class was
certified in 2005. The trial court issued its judgment on May
27, 2015. The trial court found RBH and two other Canadian
manufacturers liable and awarded a total of CAD 131 million
(approximately $103 million) in punitive damages, allocating CAD 46
million (approximately $36 million) to RBH. The trial court
estimated the size of the addiction class at 918,000 members but
declined to award compensatory damages to the addiction class
because the evidence did not establish the claims with sufficient
accuracy. The trial court found that a claims process to allocate
the awarded punitive damages to individual class members would be
too expensive and difficult to administer. On March 1, 2019, the
Court of Appeal issued a decision largely affirming the trial
court’s findings of liability and the total amount of punitive
damages awarded allocating CAD 57 million including interest
(approximately $45 million) to RBH. See the
Blais
description above and Item 8, Note 20.
Deconsolidation of RBH
in PMI's Annual Report on Form 10-K for the year ended
December 31, 2021 for further detail concerning the security
order pertaining to both
Létourneau
and
Blais
cases and the impact of the decision on PMI’s financial
statements.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
RBH and PMI believe the findings of liability and damages in
both
Létourneau
and the
Blais
cases were incorrect and in contravention of applicable law on
several grounds including the following: (i) defendants had no
obligation to warn class members who knew, or should have known, of
the risks of smoking; (ii) defendants cannot be liable to class
members who would have smoked regardless of what warnings were
given; and (iii) defendants cannot be liable to all class members
given the individual differences between class
members.
In the third class action pending in Canada,
Kunta v. Canadian Tobacco Manufacturers' Council, et al., The
Queen's Bench, Winnipeg, Canada,
filed June 12, 2009, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges her own addiction to
tobacco products and chronic obstructive pulmonary disease
(“COPD”), severe asthma, and mild reversible lung disease resulting
from the use of tobacco products. She is seeking compensatory and
punitive damages on behalf of a proposed class comprised of all
smokers, their estates, dependents and family members, as well as
restitution of profits, and reimbursement of government health care
costs allegedly caused by tobacco products.
In the fourth class action pending in Canada,
Adams v. Canadian Tobacco Manufacturers' Council, et al.,
The Queen's Bench, Saskatchewan, Canada,
filed July 10, 2009, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges her own addiction to
tobacco products and COPD resulting from the use of tobacco
products. She is seeking compensatory and punitive damages on
behalf of a proposed class comprised of all smokers who have smoked
a minimum of 25,000 cigarettes and have allegedly suffered, or
suffer, from COPD, emphysema, heart disease, or cancer, as well as
restitution of profits.
In the fifth class action pending in Canada,
Semple v. Canadian Tobacco Manufacturers' Council, et al.,
The Supreme Court (trial court), Nova Scotia,
Canada,
filed June 18, 2009, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges his own addiction to
tobacco products and COPD resulting from the use of tobacco
products. He is seeking compensatory and punitive damages on behalf
of a proposed class comprised of all smokers, their estates,
dependents and family members, as well as restitution of profits,
and reimbursement of government health care costs allegedly caused
by tobacco products.
In the sixth class action pending in Canada,
Dorion v. Canadian Tobacco Manufacturers' Council, et al., The
Queen's Bench, Alberta, Canada,
filed June 15, 2009, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges her own addiction to
tobacco products and chronic bronchitis and severe sinus infections
resulting from the use of tobacco products. She is seeking
compensatory and punitive damages on behalf of a proposed class
comprised of all smokers, their estates, dependents and family
members, restitution of profits, and reimbursement of government
health care costs allegedly caused by tobacco products. To date,
we, our subsidiaries, and our indemnitees have not been properly
served with the complaint.
In the seventh class action pending in Canada,
McDermid v. Imperial Tobacco Canada Limited, et al.,
Supreme Court, British Columbia, Canada,
filed June 25, 2010, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges his own addiction to
tobacco products and heart disease resulting from the use of
tobacco products. He is seeking compensatory and punitive damages
on behalf of a proposed class comprised of all smokers who were
alive on June 12, 2007, and who suffered from heart disease
allegedly caused by smoking, their estates, dependents and family
members, plus disgorgement of revenues earned by the defendants
from January 1, 1954, to the date the claim was
filed.
In the eighth class action pending in Canada,
Bourassa v. Imperial Tobacco Canada Limited, et al.,
Supreme Court, British Columbia, Canada,
filed June 25, 2010, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, the heir to a deceased smoker, alleges that the decedent
was addicted to tobacco products and suffered from emphysema
resulting from the use of tobacco products. She is seeking
compensatory and punitive damages on behalf of a proposed class
comprised of all smokers who were alive on June 12, 2007, and
who suffered from chronic respiratory diseases allegedly caused by
smoking, their estates, dependents and family members, plus
disgorgement of revenues earned by the defendants from
January 1, 1954, to the date the claim was filed. In December
2014, plaintiff filed an amended statement of claim.
In the ninth class action pending in Canada,
Suzanne Jacklin v. Canadian Tobacco Manufacturers' Council, et al.,
Ontario Superior Court of Justice,
filed June 20, 2012, we, RBH, and our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
plaintiff, an individual smoker, alleges her own addiction to
tobacco products and COPD resulting from the use of tobacco
products. She is seeking compensatory and punitive damages on
behalf of a proposed class comprised
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
of all smokers who have smoked a minimum of 25,000 cigarettes and
have allegedly suffered, or suffer, from COPD, heart disease, or
cancer, as well as restitution of profits.
Health Care Cost Recovery Litigation — Canada
In the first health care cost recovery case pending in
Canada,
Her Majesty the Queen in Right of British Columbia v. Imperial
Tobacco Limited, et al., Supreme Court, British Columbia, Vancouver
Registry, Canada,
filed January 24, 2001, we, RBH, our indemnitee (PM USA), and
other members of the industry are defendants. The plaintiff, the
government of the province of British Columbia, brought a claim
based upon legislation enacted by the province authorizing the
government to file a direct action against cigarette manufacturers
to recover the health care costs it has incurred, and will incur,
resulting from a “tobacco related wrong.”
In the second health care cost recovery case filed in
Canada,
Her Majesty the Queen in Right of New Brunswick v. Rothmans Inc.,
et al., Court of Queen's Bench of New Brunswick, Trial Court, New
Brunswick, Fredericton, Canada,
filed March 13, 2008, we, RBH, our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
claim was filed by the government of the province of New Brunswick
based on legislation enacted in the province. This legislation is
similar to the law introduced in British Columbia that authorizes
the government to file a direct action against cigarette
manufacturers to recover the health care costs it has incurred, and
will incur, as a result of a “tobacco related wrong.”
In the third health care cost recovery case filed in Canada,
Her Majesty the Queen in Right of Ontario v. Rothmans Inc., et al.,
Ontario Superior Court of Justice, Toronto,
Canada,
filed September 29, 2009, we, RBH, our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
claim was filed by the government of the province of Ontario based
on legislation enacted in the province. This legislation is similar
to the laws introduced in British Columbia and New Brunswick that
authorize the government to file a direct action against cigarette
manufacturers to recover the health care costs it has incurred, and
will incur, as a result of a “tobacco related wrong.”
In the fourth health care cost recovery case filed in
Canada,
Attorney General of Newfoundland and Labrador v. Rothmans Inc., et
al., Supreme Court of Newfoundland and Labrador, St. Johns,
Canada,
filed February 8, 2011, we, RBH, our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
claim was filed by the government of the province of Newfoundland
and Labrador based on legislation enacted in the province that is
similar to the laws introduced in British Columbia, New Brunswick
and Ontario. The legislation authorizes the government to file a
direct action against cigarette manufacturers to recover the health
care costs it has incurred, and will incur, as a result of a
“tobacco related wrong.”
In the fifth health care cost recovery case filed in Canada,
Attorney General of Quebec v. Imperial Tobacco Limited, et al.,
Superior Court of Quebec, Canada,
filed June 8, 2012, we, RBH, our indemnitee (PM USA), and other
members of the industry are defendants. The claim was filed by the
government of the province of Quebec based on legislation enacted
in the province that is similar to the laws enacted in several
other Canadian provinces. The legislation authorizes the government
to file a direct action against cigarette manufacturers to recover
the health care costs it has incurred, and will incur, as a result
of a “tobacco related wrong.”
In the sixth health care cost recovery case filed in Canada,
Her Majesty in Right of Alberta v. Altria Group, Inc., et al.,
Supreme Court of Queen's Bench Alberta, Canada,
filed June 8, 2012, we, RBH, our indemnitees (PM USA and Altria),
and other members of the industry are defendants. The claim was
filed by the government of the province of Alberta based on
legislation enacted in the province that is similar to the laws
enacted in several other Canadian provinces. The legislation
authorizes the government to file a direct action against cigarette
manufacturers to recover the health care costs it has incurred, and
will incur, as a result of a “tobacco related wrong.”
In the seventh health care cost recovery case filed in
Canada,
Her Majesty the Queen in Right of the Province of Manitoba v.
Rothmans, Benson & Hedges, Inc., et al., The Queen's Bench,
Winnipeg Judicial Centre, Canada,
filed May 31, 2012, we, RBH, our indemnitees (PM USA and Altria),
and other members of the industry are defendants. The claim was
filed by the government of the province of Manitoba based on
legislation enacted in the province that is similar to the laws
enacted in several other Canadian provinces. The legislation
authorizes the government to file a direct action against cigarette
manufacturers to recover the health care costs it has incurred, and
will incur, as a result of a “tobacco related wrong.”
In the eighth health care cost recovery case filed in
Canada,
The Government of Saskatchewan v. Rothmans, Benson & Hedges
Inc., et al., Queen's Bench, Judicial Centre of Saskatchewan,
Canada,
filed June 8, 2012, we, RBH, our indemnitees (PM USA and Altria),
and other members of the industry are defendants. The claim was
filed by the government of the province of Saskatchewan based on
legislation enacted in the province that is similar to the laws
enacted in several other Canadian
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
provinces. The legislation authorizes the government to file a
direct action against cigarette manufacturers to recover the health
care costs it has incurred, and will incur, as a result of a
“tobacco related wrong.”
In the ninth health care cost recovery case filed in Canada,
Her Majesty the Queen in Right of the Province of Prince Edward
Island v. Rothmans, Benson & Hedges Inc., et al., Supreme Court
of Prince Edward Island (General Section),
Canada,
filed September 10, 2012, we, RBH, our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
claim was filed by the government of the province of Prince Edward
Island based on legislation enacted in the province that is similar
to the laws enacted in several other Canadian provinces. The
legislation authorizes the government to file a direct action
against cigarette manufacturers to recover the health care costs it
has incurred, and will incur, as a result of a “tobacco related
wrong.”
In the tenth health care cost recovery case filed in Canada,
Her Majesty the Queen in Right of the Province of Nova Scotia v.
Rothmans, Benson & Hedges Inc., et al., Supreme Court of Nova
Scotia, Canada,
filed January 2, 2015, we, RBH, our indemnitees (PM USA and
Altria), and other members of the industry are defendants. The
claim was filed by the government of the province of Nova Scotia
based on legislation enacted in the province that is similar to the
laws enacted in several other Canadian provinces. The legislation
authorizes the government to file a direct action against cigarette
manufacturers to recover the health care costs it has incurred, and
will incur, as a result of a “tobacco related wrong.”
__________
The table below lists the number of tobacco-related cases
pertaining to combustible products pending against us and/or our
subsidiaries or indemnitees as of March 31, 2022, and
March 31, 2021:¹
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Case |
|
Number of Cases Pending as of March 31, 2022 |
|
Number of Cases Pending as of March 31, 2021 |
|
Individual Smoking and Health Cases |
|
41 |
|
43 |
|
Smoking and Health Class Actions |
|
9 |
|
9 |
|
Health Care Cost Recovery Actions |
|
17 |
|
17 |
|
Label-Related Class Actions |
|
— |
|
— |
|
Individual Label-Related Cases |
|
5 |
|
5 |
|
Public Civil Actions |
|
1 |
|
2 |
|
Since 1995, when the first tobacco-related litigation was filed
against a PMI entity, 524 Smoking and Health, Label-Related, Health
Care Cost Recovery, and Public Civil Actions in which we and/or one
of our subsidiaries and/or indemnitees were a defendant have been
terminated in our favor. Fourteen cases have had decisions in favor
of plaintiffs. Ten of these cases have subsequently reached final
resolution in our favor and four remain on appeal.
______
¹ Includes cases pending in Canada.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The table below lists the verdict and significant post-trial
developments in the four pending cases where a verdict was returned
in favor of the plaintiff:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Location of
Court/Name of
Plaintiff |
|
Type of
Case |
|
Verdict |
|
Post-Trial
Developments |
May 27, 2015 |
|
Canada/Conseil Québécois Sur Le Tabac Et La Santé and Jean-Yves
Blais
|
|
Class Action |
|
On May 27, 2015, the Superior Court of the District of Montreal,
Province of Quebec ruled in favor of the
Blais
class on liability and found the class members’ compensatory
damages totaled approximately CAD 15.5 billion (approximately $12.2
billion), including pre-judgment interest. The trial court awarded
compensatory damages on a joint and several liability basis,
allocating 20% to our subsidiary (approximately CAD 3.1 billion
including pre-judgment interest (approximately $2.4 billion)). The
trial court awarded CAD 90,000 (approximately $70,800) in punitive
damages, allocating CAD 30,000 (approximately $23,600) to our
subsidiary. The trial court ordered defendants to pay CAD 1 billion
(approximately $786 million) of the compensatory damage award, CAD
200 million (approximately $157 million) of which is our
subsidiary’s portion, into a trust within 60 days.
|
|
In June 2015, RBH commenced the appellate process with the Court of
Appeal of Quebec. On March 1, 2019, the Court of Appeal issued a
decision largely affirming the trial court's decision. (See
“Stayed
Litigation — Canada”
for further detail.)
|
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Location of
Court/Name of
Plaintiff |
|
Type of
Case |
|
Verdict |
|
Post-Trial
Developments |
May 27, 2015 |
|
Canada/Cecilia Létourneau
|
|
Class Action |
|
On May 27, 2015, the Superior Court of the District of Montreal,
Province of Quebec ruled in favor of the
Létourneau
class on liability and awarded a total of CAD 131 million
(approximately $103 million) in punitive damages, allocating CAD 46
million (approximately $36 million) to RBH. The trial court ordered
defendants to pay the full punitive damage award into a trust
within 60 days. The court did not order the payment of compensatory
damages.
|
|
In June 2015, RBH commenced the appellate process with the Court of
Appeal of Quebec. On March 1, 2019, the Court of Appeal issued a
decision largely affirming the trial court's decision. (See
“Stayed
Litigation — Canada”
for further detail.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Location of
Court/Name of
Plaintiff |
|
Type of
Case |
|
Verdict |
|
Post-Trial
Developments |
August 5, 2016 |
|
Argentina/Hugo Lespada |
|
Individual Action |
|
On August 5, 2016, the Civil Court No. 14 - Mar del Plata, issued a
verdict in favor of plaintiff, an individual smoker, and awarded
him ARS 110,000 (approximately $963), plus interest, in
compensatory and moral damages. The trial court found that our
subsidiary failed to warn plaintiff of the risk of becoming
addicted to cigarettes.
|
|
On August 23, 2016, our subsidiary filed its notice of appeal. On
October 31, 2017, the Civil and Commercial Court of Appeals of Mar
del Plata ruled that plaintiff's claim was barred by the statute of
limitations and it reversed the trial court's decision. On May 17,
2021 plaintiff filed a federal extraordinary appeal. On November 1,
2021, the Supreme Court of the Province of Buenos Aires dismissed
plaintiff's federal extraordinary appeal. On November 10, 2021,
plaintiff filed a direct appeal before the Federal Supreme
Court.
|
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Location of
Court/Name of
Plaintiff |
|
Type of
Case |
|
Verdict |
|
Post-Trial
Developments |
June 17, 2021 |
|
Argentina/Claudia Milano |
|
Individual Action |
|
On June 17, 2021, the Civil Court No. 9 - Mar del Plata, issued a
verdict in favor of plaintiff, an individual smoker, and awarded
her smoking cessation treatments, ARS 150,000 (approximately
$1,314), in compensatory and moral damages, and ARS 4,000,000
(approximately $35,028) in punitive damages, plus interest and
costs. The trial court found that our subsidiary failed to warn
plaintiff of the risk of becoming addicted to
cigarettes.
|
|
On July 2, 2021, our subsidiary filed its notice of appeal. In
addition, plaintiff filed an appeal challenging the dismissal of
the claim for psychological damages.
As required by local law, our subsidiary deposited the damages
awarded, plus interest and costs, in total ARS 6,114,428
(approximately $53,544), into a court escrow account. Our
subsidiary challenged the amount determined by the court. The Mar
del Plata Court of Appeals granted our subsidiary's challenge to
the escrow amount determined by the trial court. As a result, on
December 16, 2021, ARS 893,428 (approximately $7,823) was returned
to our subsidiary. If our subsidiary ultimately prevails on appeal,
the remaining deposited amounts will be returned to our
subsidiary.
|
Pending claims related to tobacco products generally fall within
the following categories:
Smoking and Health Litigation:
These cases primarily allege personal injury and are brought by
individual plaintiffs or on behalf of a class or purported class of
individual plaintiffs. Plaintiffs' allegations of liability in
these cases are based on various theories of recovery, including
negligence, gross negligence, strict liability, fraud,
misrepresentation, design defect, failure to warn, breach of
express and implied warranties, violations of deceptive trade
practice laws and consumer protection statutes. Plaintiffs in these
cases seek various forms of relief, including compensatory and
other damages, and injunctive and equitable relief. Defenses raised
in these cases include licit activity, failure to state a claim,
lack of defect, lack of proximate cause, assumption of the risk,
contributory negligence, and statute of limitations.
As of March 31, 2022, there were a number of smoking and
health cases pending against us, our subsidiaries or indemnitees,
as follows:
•41
cases brought by individual plaintiffs in Argentina (30), Brazil
(2), Canada (2), Chile (3), the Philippines (1), Turkey (1) and
Scotland (1), as well as 1 case brought by an individual plaintiff
in the United States District Court for the District of Oregon in
May 2021 (See information regarding the provisions of the 2008
Share Distribution Agreement between PMI and Altria that provide
for indemnities to PMI for certain liabilities concerning tobacco
products under the caption "Tobacco-Related
Litigation"
described above), compared with 43 such cases on March 31,
2021; and
•9
cases brought on behalf of classes of individual plaintiffs,
compared with 9 such cases on March 31, 2021.
The class actions pending in Canada are described above under the
caption “Smoking
and Health Litigation — Canada.”
Health Care Cost Recovery Litigation: These
cases, brought by governmental and non-governmental plaintiffs,
seek reimbursement of health care cost expenditures allegedly
caused by tobacco products. Plaintiffs' allegations of liability in
these cases are based on various theories of recovery including
unjust enrichment, negligence, negligent design, strict liability,
breach of express and implied warranties, violation of a voluntary
undertaking or special duty, fraud, negligent misrepresentation,
conspiracy, public nuisance, defective product, failure to warn,
sale of cigarettes to minors, and claims under statutes
governing
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
competition and deceptive trade practices. Plaintiffs in these
cases seek various forms of relief including compensatory and other
damages, and injunctive and equitable relief. Defenses raised in
these cases include lack of proximate cause, remoteness of injury,
failure to state a claim, adequate remedy at law, “unclean hands”
(namely, that plaintiffs cannot obtain equitable relief because
they participated in, and benefited from, the sale of cigarettes),
and statute of limitations.
As of March 31, 2022, there were 17 health care cost recovery
cases pending against us, our subsidiaries or indemnitees in Brazil
(1), Canada (10), Korea (1) and Nigeria (5), compared with 17 such
cases on March 31, 2021.
The health care cost recovery actions pending in Canada are
described above under the caption “Health
Care Cost Recovery Litigation — Canada.”
In the health care cost recovery case in Brazil,
The Attorney General of Brazil v. Souza Cruz Ltda., et al., Federal
Trial Court, Porto Alegre, Rio Grande do Sul,
Brazil,
filed May 21, 2019, we, our subsidiaries, and other members of the
industry are defendants. Plaintiff seeks reimbursement for the cost
of treating alleged smoking-related diseases in certain prior
years, payment of anticipated costs of treating future alleged
smoking-related diseases, and moral damages. Defendants filed
answers to the complaint in May 2020.
In the first health care cost recovery case in Nigeria,
The Attorney General of Lagos State v. British American Tobacco
(Nigeria) Limited, et al., High Court of Lagos State, Lagos,
Nigeria,
filed March 13, 2008, we and other members of the industry are
defendants. Plaintiff seeks reimbursement for the cost of treating
alleged smoking-related diseases for the past 20 years, payment of
anticipated costs of treating alleged smoking-related diseases for
the next 20 years, various forms of injunctive relief, plus
punitive damages. We are in the process of making challenges to
service and the court's jurisdiction. Currently, the case is stayed
in the trial court pending the appeals of certain co-defendants
relating to service objections.
In the second health care cost recovery case in Nigeria,
The Attorney General of Kano State v. British American Tobacco
(Nigeria) Limited, et al., High Court of Kano State, Kano,
Nigeria,
filed May 9, 2007, we and other members of the industry are
defendants. Plaintiff seeks reimbursement for the cost of treating
alleged smoking-related diseases for the past 20 years, payment of
anticipated costs of treating alleged smoking-related diseases for
the next 20 years, various forms of injunctive relief, plus
punitive damages. We are in the process of challenging the court's
jurisdiction. Currently, the case is stayed in the trial court
pending the appeals of certain co-defendants relating to service
objections.
In the third health care cost recovery case in Nigeria,
The Attorney General of Gombe State v. British American Tobacco
(Nigeria) Limited, et al., High Court of Gombe State, Gombe,
Nigeria,
filed October 17, 2008, we and other members of the industry
are defendants.
Plaintiff seeks reimbursement for the cost of treating alleged
smoking-related diseases for the past 20 years, payment of
anticipated costs of treating alleged smoking-related diseases for
the next 20 years, various forms of injunctive relief, plus
punitive damages. In February 2011, the court ruled that the
plaintiff had not complied with the procedural steps necessary to
serve us. As a result of this ruling, plaintiff must re-serve its
claim. We have not yet been re-served.
In the fourth health care cost recovery case in Nigeria,
The Attorney General of Oyo State, et al., v. British American
Tobacco (Nigeria) Limited, et al., High Court of Oyo State, Ibadan,
Nigeria,
filed May 25, 2007, we and other members of the industry are
defendants.
Plaintiffs seek reimbursement for the cost of treating alleged
smoking-related diseases for the past 20 years, payment of
anticipated costs of treating alleged smoking-related diseases for
the next 20 years, various forms of injunctive relief, plus
punitive damages. We challenged service as improper. In June 2010,
the court ruled that plaintiffs did not have leave to serve the
writ of summons on the defendants and that they must re-serve the
writ. We have not yet been re-served.
In the fifth health care cost recovery case in Nigeria,
The Attorney General of Ogun State v. British American Tobacco
(Nigeria) Limited, et al., High Court of Ogun State, Abeokuta,
Nigeria,
filed February 26, 2008, we and other members of the industry
are defendants. Plaintiff seeks reimbursement for the cost of
treating alleged smoking-related diseases for the past 20 years,
payment of anticipated costs of treating alleged smoking-related
diseases for the next 20 years, various forms of injunctive relief,
plus punitive damages. In May 2010, the trial court rejected our
objections to the court's jurisdiction. We have appealed.
Currently, the case is stayed in the trial court pending the
appeals of certain co-defendants relating to service
objections.
In the health care cost recovery case in Korea, the
National Health Insurance Service v. KT&G, et. al.,
filed April 14, 2014, our subsidiary and other Korean manufacturers
are defendants. Plaintiff alleges that defendants concealed the
health hazards of smoking, marketed to youth, added ingredients to
make their products more harmful and addictive, and misled
consumers into believing that
Lights
cigarettes are safer than regular cigarettes. The National Health
Insurance Service seeks to recover
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
damages allegedly incurred in treating 3,484 patients with small
cell lung cancer, squamous cell lung cancer, and squamous cell
laryngeal cancer from 2003 to 2012. The trial court dismissed the
case in its entirety on November 20, 2020. Plaintiff
appealed.
Label-Related Cases:
These cases, now brought only by individual plaintiffs, allege that
the use of the descriptor “Lights” or other alleged
misrepresentations or omissions of labeling information constitute
fraudulent and misleading conduct. Plaintiffs' allegations of
liability in these cases are based on various theories of recovery
including misrepresentation, deception, and breach of consumer
protection laws. Plaintiffs seek various forms of relief including
restitution, injunctive relief, and compensatory and other damages.
Defenses raised include lack of causation, lack of reliance,
assumption of the risk, and statute of limitations.
As of March 31, 2022, there were 5 label-related cases brought
by individual plaintiffs in Italy (1) and Chile (4) pending against
our subsidiaries, compared with 5 such cases on March 31,
2021.
Public Civil Actions:
Claims have been filed either by an individual, or a public or
private entity, seeking to protect collective or individual rights,
such as the right to health, the right to information or the right
to safety. Plaintiffs' allegations of liability in these cases are
based on various theories of recovery including product defect,
concealment, and misrepresentation. Plaintiffs in these cases seek
various forms of relief including injunctive relief such as banning
cigarettes, descriptors, smoking in certain places and advertising,
as well as implementing communication campaigns and reimbursement
of medical expenses incurred by public or private
institutions.
As of March 31, 2022, there was 1 public civil action pending
against our subsidiary in Venezuela (1), compared with 2 such cases
on March 31, 2021.
In a public civil action in Venezuela,
Federation of Consumers and Users Associations (“FEVACU”), et al.
v. National Assembly of Venezuela and the Venezuelan Ministry of
Health, Constitutional Chamber of the Venezuelan Supreme
Court,
filed April 29, 2008, we were not named as a defendant, but
the plaintiffs published a notice pursuant to court order,
notifying all interested parties to appear in the case. In January
2009, our subsidiary appeared in the case in response to this
notice. The plaintiffs purport to represent
the right to health of the citizens of Venezuela and claim
that the government failed to protect adequately its citizens'
right to health. The claim asks the court to order the government
to enact stricter regulations on the manufacture and sale of
tobacco products. In addition, the plaintiffs ask the court to
order companies involved in the tobacco industry to allocate a
percentage of their “sales or benefits” to establish a fund to pay
for the health care costs of treating smoking-related diseases. In
October 2008, the court ruled that plaintiffs have standing to file
the claim and that the claim meets the threshold admissibility
requirements. In December 2012, the court admitted our subsidiary
and BAT's subsidiary as interested third parties. In February 2013,
our subsidiary answered the complaint.
Reduced-Risk Products
In Colombia, an individual filed a purported class action,
Ana Ferrero Rebolledo v. Philip Morris Colombia S.A., et
al.,
in April 2019 against our subsidiaries with the Civil Court of
Bogota related to the marketing of our Platform 1 product.
Plaintiff alleged that our subsidiaries advertise the product in
contravention of law and in a manner that misleads consumers by
portraying the product in a positive light, and further asserts
that the Platform 1 vapor contains many toxic compounds, creates a
high level of dependence, and has damaging second-hand effects.
Plaintiff sought injunctive relief and damages on her behalf and on
a behalf of two classes (class 1 - all Platform 1 consumers in
Colombia who seek damages for the purchase price of the product and
personal injuries related to the alleged addiction, and class 2 -
all residents of the neighborhood where the advertising allegedly
took place who seek damages for exposure to the alleged illegal
advertising). Our subsidiaries answered the complaint in January
2020, and in February 2020, plaintiff filed an amended complaint.
The amended complaint modifies the relief sought on behalf of the
named plaintiff and on behalf of a single class (all consumers of
Platform 1 products in Colombia who seek damages for the product
purchase price and personal injuries related to the use of an
allegedly harmful product). In June 2021, our subsidiaries answered
the amended complaint.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Other Litigation
The Department of Special Investigations of the government of
Thailand ("DSI") conducted an investigation into alleged
underpayment by our subsidiary, Philip Morris (Thailand) Limited
("PM Thailand"), of customs duties and excise taxes relating to
imports from the Philippines covering the period 2003-2007. On
January 18, 2016, the Public Prosecutor filed charges against our
subsidiary and seven former and current employees
in the
Bangkok Criminal Court alleging that PM Thailand and the individual
defendants jointly and with the intention to defraud the Thai
government, under-declared import prices of cigarettes to avoid
full payment of taxes and duties in connection with import entries
of cigarettes from the Philippines during the period of July 2003
to June 2006. The government is seeking a fine of approximately THB
80.8 billion (approximately $2.4 billion). In May 2017, Thailand
enacted a new customs act. The new act, which took effect in
November 2017, substantially limits the amount of fines that
Thailand could seek in these proceedings. PM Thailand believes that
its declared import prices are in compliance with the Customs
Valuation Agreement of the World Trade Organization and Thai law
and that the allegations of the Public Prosecutor are inconsistent
with several decisions already taken by Thai Customs and other Thai
governmental agencies. Trial in the case began in November 2017 and
concluded in September 2019. In November 2019, the trial court
found our subsidiary guilty of under-declaration of the prices and
imposed a fine of approximately THB 1.2 billion (approximately $35
million). The trial court dismissed all charges against the
individual defendants. In December 2019, as required by the Thai
law, our subsidiary paid the fine. This payment is included in
other assets on the condensed consolidated balance sheets and
negatively impacted net cash provided by operating activities in
the condensed consolidated statements of cash flows in the period
of payment. Our subsidiary filed an appeal of the trial court's
decision. In addition, the Public Prosecutor filed an appeal of the
trial court's decision challenging the dismissal of charges against
the individual defendants and the amount of the fine imposed. If
our subsidiary ultimately prevails on appeal, then Thailand will be
required to return this payment to our subsidiary. The appellate
court is scheduled to issue its decision on the appeals on June 1,
2022.
The DSI also conducted an investigation into alleged underpayment
by PM Thailand of customs duties and excise taxes relating to
imports from Indonesia covering the period 2000-2003. On January
26, 2017, the Public Prosecutor filed charges against PM Thailand
and its former Thai employee in the Bangkok Criminal Court alleging
that PM Thailand and its former employee jointly and with the
intention to defraud the Thai government under-declared import
prices of cigarettes to avoid full payment of taxes and duties in
connection with import entries during the period from January 2002
to July 2003. The government is seeking a fine of approximately THB
19.8 billion (approximately $582 million). In May 2017, Thailand
enacted a new customs act. The new act, which took effect in
November 2017, substantially limits the amount of fines that
Thailand could seek in these proceedings. PM Thailand believes that
its declared import prices are in compliance with the Customs
Valuation Agreement of the World Trade Organization and Thai law,
and that the allegations of the Public Prosecutor are inconsistent
with several decisions already taken by Thai Customs and a Thai
court. Trial in the case began in November 2018 and concluded in
December 2019. In March 2020, the trial court found our subsidiary
guilty of under-declaration of the prices and imposed a fine of
approximately THB 130 million (approximately $4 million). The trial
court dismissed all charges against the individual defendant. In
April 2020, as required by Thai law, our subsidiary paid the fine.
This payment is included in other assets on the condensed
consolidated balance sheets and negatively impacted net cash
provided by operating activities in the condensed consolidated
statements of cash flows in the period of payment. Our subsidiary
filed an appeal of the trial court's decision. In addition, the
Public Prosecutor filed an appeal of the trial court's decision
challenging the dismissal of charges against the individual
defendant and the amount of the fine imposed. If our subsidiary
ultimately prevails on appeal, then Thailand will be required to
return this payment to our subsidiary. The appellate court is
scheduled to issue its decision on the appeals on August 30,
2022.
The South Korean Board of Audit and Inspection (“BAI”) conducted an
audit of certain Korean government agencies and the tobacco
industry into whether inventory movements ahead of the January 1,
2015 increase of cigarette-related taxes by tobacco companies,
including Philip Morris Korea Inc. ("PM Korea"), our South Korean
subsidiary, were in compliance with South Korean tax laws. In
November 2016, the tax authorities completed their audit and
assessed allegedly underpaid taxes and penalties. In order to
avoid nonpayment financial costs, PM Korea paid approximately KRW
272 billion (approximately $219 million), of which KRW 100 billion
(approximately $80 million) was paid in 2016 and KRW 172 billion
(approximately $138 million) was paid in the first quarter of
2017. These paid amounts are included in other assets in
the condensed consolidated balance sheets and negatively impacted
net cash provided by operating activities in the condensed
consolidated statements of cash flows in the period of
payment. PM Korea appealed the assessments. In January 2020,
a trial court ruled that PM Korea did not underpay taxes in the
amount of approximately KRW 218 billion (approximately $175
million). The tax authorities appealed this decision to the
appellate court. In September 2020, the appellate court upheld the
trial court's decision. The tax authorities have appealed to the
Supreme Court of South Korea. In June 2020, another trial court
ruled that PM Korea did not underpay approximately KRW 54 billion
(approximately $43 million) of alleged underpayments. The
government agencies appealed this decision. In January 2021, the
appellate court upheld the trial court's decision. The government
agencies appealed to the Supreme Court of South Korea. If the tax
authorities and government agencies ultimately lose, then they
would be required to return the paid amounts to PM
Korea.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Saudi Arabia Customs General Authority issued its assessments
requiring our distributors to pay additional customs duties in the
amount of approximately 1.5 billion Saudi Riyal, or
approximately $396 million, in relation to the fees paid by these
distributors under their agreements with our subsidiary for
exclusive rights to distribute our products in Saudi Arabia. In
order to challenge these assessments, the distributors posted bank
guarantees. To enable the distributors' challenge, our subsidiary
agreed with the banks to bear a portion of the amount the authority
may draw on the bank guarantees. In September and October 2020,
respectively, the distributors lost their challenges of the
assessments. Both distributors appealed, and in June 2021, the
Customs Appeal Committee in Riyadh notified the distributors of its
decisions to largely reject their appeals. On the basis of the
above-mentioned decisions, in June 2021, PMI recorded a pre-tax
charge of $246 million in relation to the period of 2014 through
2020 in line with existing and contemplated arrangements with the
distributors. The estimated amounts for 2021 and 2022 are
immaterial. In accordance with U.S. GAAP, the charge was recorded
as a reduction in net revenues on the consolidated statements of
earnings for the three months and six months ended June 30, 2021.
Despite the unfavorable decisions, our subsidiary believes that
customs duties paid in Saudi Arabia were in compliance with the
applicable law and the WTO Customs Valuation
Agreement.
A putative shareholder class action lawsuit,
In re Philip Morris International Inc. Securities
Litigation,
is pending in the United States District Court for the Southern
District of New York, purportedly on behalf of purchasers of Philip
Morris International Inc. stock between July 26, 2016 and April 18,
2018. The lawsuit names Philip Morris International Inc. and
certain officers and employees as defendants and includes
allegations that the defendants made false and/or misleading
statements and/or failed to disclose information about PMI’s
business, operations, financial condition, and prospects, related
to product sales of, and alleged irregularities in clinical studies
of, PMI’s Platform 1 product. The lawsuit seeks various forms
of relief, including damages. In November 2018, the court
consolidated three putative shareholder class action lawsuits with
similar allegations previously filed in the Southern District of
New York (namely,
City of Westland Police and Fire Retirement System v. Philip Morris
International Inc., et al., Greater Pennsylvania Carpenters’
Pension Fund v. Philip Morris International Inc., et al., and
Gilchrist v. Philip Morris International Inc., et
al.)
into these proceedings. A putative shareholder class action
lawsuit,
Rubenstahl v. Philip Morris International Inc., et
al.,
that had been previously filed in December 2017 in the United
States District Court for the District of New Jersey, was
voluntarily dismissed by the plaintiff due to similar allegations
in these proceedings. On February 4, 2020, the court granted
defendants’ motion in its entirety, dismissing all but one of the
plaintiffs’ claims with prejudice. The court noted that one
of plaintiffs’ claims (allegations relating to four non-clinical
studies of PMI’s Platform 1 product) did not state a viable claim
but allowed plaintiffs to replead that claim by March 3, 2020. On
February 18, 2020, the plaintiffs filed a motion for
reconsideration of the court's February 4th decision; this motion
was denied on September 21, 2020. On September 28, 2020, plaintiffs
filed an amended complaint seeking to replead allegations relating
to four non-clinical studies of PMI's Platform 1 product. On
September 10, 2021, the court granted defendant's motion to dismiss
plaintiffs' amended complaint in its entirety. Plaintiffs have
filed an appeal with the U.S. Court of Appeal for the Second
Circuit. We believe that this lawsuit is without merit and will
continue to defend it vigorously.
In April 2020, affiliates of British American Tobacco plc (“BAT”)
commenced patent infringement proceedings,
RAI Strategic Holdings, Inc., et al. v. Altria Client Services LLC,
et al.,
in the federal court in the Eastern District of Virginia, where
PMI's subsidiary, Philip Morris Products S.A., as well as Altria
Group, Inc.'s subsidiaries, are defendants. Plaintiffs seek
damages and injunctive relief against the commercialization of the
Platform 1 blade products in the United States. In April
2020, BAT affiliates filed a complaint against PMI, Philip Morris
Products S.A., Altria Group, Inc., and its subsidiaries before the
International Trade Commission ("ITC"). Plaintiffs seek an order to
prevent the importation of Platform 1 products into the United
States. The ITC evidentiary hearing closed on February 1, 2021. On
May 14, 2021, the administrative law judge issued an Initial and
Recommended Determination ("ID/RD") finding that the Platform 1
blade products infringe two of the three patents asserted by
Plaintiffs, recommending that the ITC issue a Limited Exclusion
order against infringing products, and recommending against a
cease-and-desist, as well as recommending against a bond pending
Presidential review of the ITC's Final Determination ("FD").
Defendants and Plaintiffs filed separate Petitions for Review with
the ITC of the ID on May 28, 2021; on July 27, 2021, the ITC
granted each of the petitions in part, deciding to review certain
issues in the ID. Plaintiffs and Defendants also submitted brief
statements of the public interest factors in issue to the ITC on
June 15, 2021. On September 29, 2021, the ITC issued its FD finding
a violation of section 337 of the U.S. Tariff Act and issued (a) a
limited exclusion order against Philip Morris Products S.A.,
prohibiting, inter alia, the importation of Platform 1 product and
infringing components; and (b) a cease-and-desist order against
Altria Client Services, LLC and its affiliate prohibiting, inter
alia, sales of imported Platform 1 products. The ITC predicated the
orders on its finding that Platform 1 blade products infringe two
patents owned by a BAT affiliate. The ITC also found that Platform
1 blade products do not infringe a third patent owned by a BAT
affiliate. The ITC further held that there were insufficient
concerns over public interest to prevent the issuance of remedial
orders. Following the Presidential Review period, the orders became
effective and Defendants filed a petition for review of the FD with
the U.S. Court of Appeals for the Federal Circuit. Defendants also
filed motions in the ITC and Federal Circuit for a stay of the
orders
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
pending disposition of the appeal; the ITC denied the motion on
January 20, 2022 and the Federal Circuit denied the motion on
January 25, 2022. We estimate that an adverse ruling is probable
due to our inability to import the products and components impacted
by the ITC's FD with immaterial financial impact. In the Eastern
District of Virginia case, the defendants also counterclaimed that
BAT infringed their patents relating to certain e-vapor products,
seeking damages for, and injunctive relief against, the
commercialization of these products by BAT; defendants' claims
against BAT are set for trial beginning the week of June 6, 2022.
Upon petition of Philip Morris Products S.A., the Patent Trial and
Appeal Board ("PTAB") of the United States Patent and Trademark
Office has instituted review of certain claims pertaining to four
of the six patents asserted by BAT affiliates in both proceedings.
On January 11, 2022, PTAB issued its final decision on one of the
two patents underlying the ITC's FD, invalidating all challenged
claims of BAT's patent. On March 30, 2022, PTAB issued its final
decision on the second of the two patents underlying the ITC's FD,
finding the challenged claims patentable. The parties may appeal
PTAB results to the U.S. Court of Appeals for the Federal
Circuit.
In April 2020, BAT’s affiliate commenced patent infringement
proceedings,
Nicoventures Trading Limited v. PM GmbH, et al.,
against PMI’s German subsidiary, Philip Morris GmbH, and Philip
Morris Products S.A., in the Regional Court in Munich, Germany.
Plaintiffs seek damages and injunctive relief against the
commercialization of the Platform 1 blade products in Germany. In
June 2021, the court stayed the proceeding in respect of one of the
two patents asserted by BAT’s Affiliate.
In September 2020, BAT’s affiliates commenced patent infringement
and unfair competition proceedings,
RAI Strategic Holdings, Inc., et al. v. Philip Morris Products
S.A., et al.,
against Philip Morris Products S.A. and PMI’s Italian subsidiaries,
Philip Morris Manufacturing & Technology Bologna S.p.A. and
Philip Morris Italia S.r.l., in the Court of Milan, Italy.
Plaintiffs seek damages, as well as injunctive relief against the
manufacture in Italy of the Platform 1 blade heated tobacco units
allegedly infringing the asserted patents and the commercialization
of the Platform 1 blade products in Italy. As part of this
proceeding, in October 2020, BAT’s affiliates filed a request based
on one of the two asserted patents seeking preliminary injunctive
relief against the manufacture and commercialization of the
Platform 1 blade products in Italy.
In October 2020, BAT’s affiliates commenced patent infringement
proceedings,
RAI Strategic Holdings, Inc., et al. v. Philip Morris Japan,
Limited,
et al.,
against PMI’s Japanese subsidiary, Philip Morris Japan Limited, and
a third-party distributor in the Tokyo District Court. Plaintiffs
seek damages and injunctive relief against the commercialization of
the Platform 1 blade products in Japan.
In November 2020, BAT’s affiliates commenced patent infringement
proceedings,
RAI Strategic Holdings, Inc., et al. v. Philip Morris Romania SRL,
et al.,
against PMI’s Romanian subsidiaries, Philip Morris Romania S.R.L.
and Philip Morris Trading S.R.L., and a third-party distributor in
the Court of Law of Bucharest, Civil Registry. Plaintiffs seek
damages and preliminary and permanent injunctive relief against the
manufacture and commercialization of the Platform 1 blade products
in Romania. In February 2021, the court dismissed plaintiffs’
request for a preliminary injunction. In April 2021, the appellate
court denied plaintiffs' appeal, confirming the dismissal of
plaintiffs' request for preliminary injunction. Plaintiffs'
proceeding requesting damages and a permanent injunction remains
pending before the Court of Law of Bucharest, Civil Registry. In an
October 14, 2021 hearing, the court stayed the
proceeding.
In March 2021, BAT’s affiliates commenced patent infringement
proceedings,
RAI Strategic Holdings, Inc., et al. v. Philip Morris Korea, Co.,
Ltd.,
against PM Korea in the Seoul Central District Court. Plaintiffs
seek damages and injunctive relief against the commercialization of
the Platform 1 blade heated tobacco units in South
Korea.
In July, 2021, Philip Morris Products, S.A. filed a claim at the
High Court of Justice of England and Wales against BAT affiliates
Nicoventures Trading Limited and British American Tobacco
(Investments) Limited seeking revocation of the UK parts of two BAT
European patents. In January 2022, the court ordered that the trial
of the action will be in September 2022, and the trial has
subsequently been set to start on September 20, 2022. In March, the
BAT affiliates stated that they would consent to revocation of one
of the patents and filed an application with the court to bring a
counterclaim against Philip Morris Products S.A. and Philip Morris
Limited seeking from the court a declaration that the remaining BAT
affiliate patent is infringed by Platform 1 induction products, as
well as damages and injunctive relief against the commercialization
of the Platform 1 induction products in the U.K.
Other patent challenges by both parties are pending in various
jurisdictions.
We believe that the foregoing proceedings by the affiliates of BAT
are without merit and will defend them vigorously.
We are also involved in additional litigation arising in the
ordinary course of our business. While the outcomes of these
proceedings are uncertain, management does not expect that the
ultimate outcomes of other litigation, including any reasonably
possible losses in excess of current accruals, will have a material
adverse effect on our consolidated results of operations, cash
flows or financial position.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Third-Party Guarantees
On October 17, 2020, Medicago Inc., an equity method investee of
Philip Morris Investments B.V. (“PMIBV”), a PMI subsidiary, entered
into a contribution agreement with the Canadian government (the
“Contribution Agreement”) whereby the Canadian government agreed to
contribute up to CAD 173 million (approximately $131 million
on the date of signing) to Medicago Inc., to support its on-going
COVID-19 vaccine development and clinical trials, and for the
construction of its Quebec City manufacturing facility (the
“Project”). On March 31, 2022, the Contribution Agreement was
amended (the “Contribution Agreement Amendment”) to reflect an
additional contribution from the Canadian government up to CAD
27 million (approximately $22 million on the date of
signing) to Medicago Inc. for the construction of its Quebec City
manufacturing facility. PMIBV and the majority shareholder of
Medicago Inc. are also parties to the Contribution Agreement and
the Contribution Agreement Amendment as guarantors of Medicago
Inc.’s obligations thereunder on a joint and several basis
(“Co-Guarantors”). The Co-Guarantors agreed to repay amounts
contributed by the Canadian government plus interest, if Medicago
Inc. fails to do so, and could be responsible for the costs of
other Medicago’s obligations (such as the achievement of specific
milestones of the Project). The maximum amount of these obligations
is currently non-estimable. As of March 31, 2022, PMI has
determined that these guarantees did not have a material impact on
its condensed consolidated financial statements.
In connection with the Contribution Agreement, PMIBV and the
majority shareholder of Medicago Inc. entered into a guarantors’
agreement that apportions Co-Guarantors’ obligations and limits
those of PMIBV to its share of holdings in Medicago Inc. During
2022, Medicago Inc. initiated additional rounds of equity funding
in which PMIBV did not participate. As a result, PMIBV’s share of
holdings in Medicago Inc. was reduced from approximately 23% as of
December 31, 2021 to approximately 21% as of March 31,
2022. The guarantees are in effect through March 31,
2026.
Note 9. Income Taxes:
Income tax provisions for jurisdictions outside the United States
of America, as well as state and local income tax provisions, were
determined on a separate company basis, and the related assets and
liabilities were recorded in PMI’s condensed consolidated balance
sheets.
PMI’s effective tax rates for the three months ended March 31, 2022
and 2021 were 19.7% and 21.5%, respectively. The effective tax rate
for the three months ended March 31, 2022, was favorably impacted
by changes in earnings mix by taxing jurisdiction, as well as a
decrease in deferred tax liabilities related to the fair value
adjustment of equity securities held by PMI ($13 million). For
further details, see Note 12.
Related Parties - Equity Investments and Other.
The effective tax rate for the three months ended March 31, 2021,
was favorably impacted by the corporate income tax rate reduction
in Indonesia (enacted in the second quarter of 2020) and the
Philippines (enacted in the first quarter of 2021), as well as
changes in earnings mix by taxing jurisdiction. PMI estimates that
its full-year 2022 effective tax rate will be 21% to 22%, excluding
discrete tax events. Changes in currency exchange rates, earnings
mix by taxing jurisdiction or future regulatory developments may
have an impact on the effective tax rates, which PMI monitors each
quarter. Significant judgment is required in determining income tax
provisions and in evaluating tax positions.
PMI is regularly examined by tax authorities around the world and
is currently under examination in a number of jurisdictions. The
U.S. federal statute of limitations remains open for the years 2017
and onward. Foreign and U.S. state jurisdictions have statutes of
limitations generally ranging from 3 to 5 years. In October 2021, a
subsidiary of PMI in Indonesia, PT Hanjaya Mandala Sampoerna Tbk
("HMS"), received a tax assessment in the amount of
3.8 trillion Indonesian rupiah (approximately $260 million)
primarily relating to corporate income taxes on domestic and other
intercompany transactions for the years 2017 to 2019. HMS paid the
assessment in the fourth quarter of 2021 in order to avoid
potential penalties and filed an objection letter with the tax
office in January 2022. The amount paid was included in other
assets in PMI’s condensed consolidated balance sheets at
March 31, 2022 and December 31, 2021, and negatively
impacted net cash provided by operating activities in the
consolidated statements of cash flows in the period of
payment.
It is reasonably possible that within the next 12 months certain
tax examinations will close, which could result in a change in
unrecognized tax benefits along with related interest and
penalties. An estimate of any possible change cannot be made at
this time.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 10. Indebtedness:
Short-term Borrowings:
PMI's short-term borrowings, consisting of commercial paper and
bank loans to certain PMI subsidiaries at March 31, 2022, and
bank loans to certain PMI subsidiaries at December 31, 2021,
had a carrying value of $2,441 million and $225 million,
respectively. The fair values of PMI’s short-term borrowings, based
on current market interest rates, approximate carrying
value.
Long-term Debt:
At March 31, 2022 and December 31, 2021, PMI’s long-term
debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
March 31, 2022 |
|
December 31, 2021 |
U.S. dollar notes, 0.875% to 6.375% (average interest rate 3.261%),
due through 2044
|
|
$ |
18,867 |
|
|
$ |
19,397 |
|
Foreign currency obligations: |
|
|
|
|
Euro notes, 0.125% to 3.125% (average interest rate 1.995%), due
through 2039
|
|
7,561 |
|
|
7,687 |
|
Swiss franc notes, 1.625%, due 2024
|
|
270 |
|
|
273 |
|
Other (average interest rate 3.238%), due through 2029
(a)
|
|
218 |
|
|
224 |
|
Carrying value of long-term debt |
|
26,916 |
|
|
27,581 |
|
Less current portion of long-term debt |
|
2,897 |
|
|
2,798 |
|
|
|
$ |
24,019 |
|
|
$ |
24,783 |
|
(a)
Includes mortgage debt in Switzerland as well as $68 million
and $71 million in finance leases at March 31, 2022 and
December 31, 2021, respectively.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The fair value of PMI’s outstanding long-term debt, which is
utilized solely for disclosure purposes, is determined using quotes
and market interest rates currently available to PMI for issuances
of debt with similar terms and remaining maturities. At
March 31, 2022, the fair value of PMI's outstanding long-term
debt, excluding the aforementioned finance leases, was as
follows:
|
|
|
|
|
|
|
|
(in millions)
|
March 31, 2022 |
|
|
Level 1 |
$ |
26,610 |
|
|
|
Level 2 |
161 |
|
|
|
For a description of the fair value hierarchy and the three levels
of inputs used to measure fair values, see Item 8, Note 2.
Summary of Significant Accounting Policies
of PMI's Annual Report on Form 10-K for the year ended
December 31, 2021.
Credit Facilities:
At March 31, 2022, PMI's total committed credit facilities
were as follows:
(in billions)
|
|
|
|
|
|
|
|
Type
|
Committed
Credit
Facilities |
|
|
364-day revolving credit, expiring January 31, 2023
|
$ |
1.8 |
|
|
|
Multi-year revolving credit, expiring February 10, 2026
(1)
|
2.0 |
|
|
|
Multi-year revolving credit, expiring September 29, 2026
(2)
|
2.5 |
|
|
|
Total facilities
|
$ |
6.3 |
|
|
|
|
|
|
|
(1)
On January 28, 2022, PMI entered into an agreement, effective
February 10, 2022, to amend and extend the term of its $2.0 billion
multi-year revolving credit facility, for an additional year
covering the period February 11, 2026 to February 10, 2027, in the
amount of $1.9 billion.
(2)
Includes pricing adjustments that may result in the reduction or
increase in both the interest rate and commitment fee under the
credit agreement if PMI achieves, or fails to achieve, certain
specified targets.
At March 31, 2022, there were no borrowings under these
committed credit facilities, and the entire committed amounts were
available for borrowing.
Note 11. Accumulated Other Comprehensive Losses:
PMI’s accumulated other comprehensive losses, net of taxes,
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses) Earnings |
|
At |
|
At |
|
At |
(in millions) |
|
March 31, 2022 |
|
December 31, 2021 |
|
March 31, 2021 |
Currency translation adjustments |
|
$ |
(7,039) |
|
|
$ |
(6,701) |
|
|
$ |
(6,586) |
|
Pension and other benefits |
|
(2,826) |
|
|
(2,880) |
|
|
(4,172) |
|
Derivatives accounted for as hedges |
|
105 |
|
|
4 |
|
|
12 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive losses |
|
$ |
(9,760) |
|
|
$ |
(9,577) |
|
|
$ |
(10,746) |
|
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Reclassifications from Other Comprehensive Earnings
The movements in accumulated other comprehensive losses and the
related tax impact, for each of the components above, that are due
to current period activity and reclassifications to the income
statement, are shown on the condensed consolidated statements of
comprehensive earnings for the three months ended March 31, 2022
and 2021. For additional information, see Note 3.
Benefit Plans
for disclosures related to PMI's pension and other benefits, Note
5.
Financial Instruments
for disclosures related to derivative financial instruments and
Note 17.
Acquisitions.
Note 12. Related Parties - Equity Investments and
Other:
Equity Method Investments:
At March 31, 2022 and December 31, 2021, PMI had total
equity method investments of $844 million and $879 million,
respectively. Equity method investments are initially recorded at
cost. Under the equity method of accounting, the investment is
adjusted for PMI's proportionate share of earnings or losses,
dividends, capital contributions, changes in ownership interests
and movements in currency translation adjustments. The carrying
value of our equity method investments at March 31, 2022 and
December 31, 2021, exceeded our share of the investees' book
value by $724 million and $764 million, respectively. The
difference between the investment carrying value and the amount of
underlying equity in net assets, excluding $684 million and $728
million attributable to goodwill as of March 31, 2022 and
December 31, 2021, respectively, which consists primarily of
definite-lived intangible assets is being amortized on a
straight-line basis. At March 31, 2022 and December 31,
2021, PMI received year-to-date dividends from equity method
investees of $8 million and $176 million,
respectively.
PMI holds a 23% equity interest in Megapolis Distribution BV, the
holding company of CJSC TK Megapolis, PMI's distributor in Russia
(Eastern Europe segment).
PMI holds a 49% equity interest in United Arab Emirates-based
Emirati Investors-TA (FZC) (“EITA”). PMI holds an approximate 25%
economic interest in Société des Tabacs Algéro-Emiratie (“STAEM”),
an Algerian joint venture that is 51% owned by EITA and 49% by the
Algerian state-owned enterprise Management et Développement des
Actifs et des Ressources Holding ("MADAR Holding"), which
manufactures and distributes under license some of PMI’s brands
(Middle East & Africa segment).
The initial investments in Megapolis Distribution BV and EITA were
recorded at cost and are included in equity investments on the
condensed consolidated balance sheets.
Equity securities:
Following the deconsolidation of RBH on March 22, 2019, PMI
recorded the continuing investment in RBH, PMI's wholly owned
subsidiary in Canada, at fair value of $3,280 million at the date
of deconsolidation, within equity investments. For further details,
see Item 8, Note 20.
Deconsolidation of RBH,
in PMI's Annual Report on Form 10-K for the year ended
December 31, 2021. Transactions between PMI and RBH are
considered to be related party transactions from the date of
deconsolidation and are included in the tables below.
The fair value of PMI’s other equity securities, which have been
classified within Level 1, was $221 million at March 31, 2022.
Unrealized pre-tax loss of $(60) million ($(47) million net of tax)
on these equity securities was recorded in the condensed
consolidated statement of earnings for the three months ended March
31, 2022.
Other related parties:
United Arab Emirates-based Trans-Emirates Trading and Investments
(FZC) ("TTI") holds a 33% non-controlling interest in Philip Morris
Misr LLC ("PMM"), an entity incorporated in Egypt which is
consolidated in PMI’s financial statements in the Middle East &
Africa segment. PMM sells, under license, PMI brands in Egypt
through an exclusive distribution agreement with a local entity
that is also controlled by TTI.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Godfrey Phillips India Ltd ("GPI") is one of the non-controlling
interest holders in IPM India, which is a 56.3% owned PMI
consolidated subsidiary in the South & Southeast Asia segment.
GPI also acts as contract manufacturer and distributor for IPM
India. Amounts in the tables below include transactions between
these related parties.
Financial activity with the above related parties:
PMI’s net revenues and expenses with the above related parties were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
(in millions) |
|
|
|
2022 |
2021 |
|
|
|
|
|
|
Net revenues: |
|
|
|
|
|
Megapolis Group |
|
|
|
$ |
387 |
|
$ |
483 |
|
Other |
|
|
|
291 |
|
280 |
|
Net revenues
(a)
|
|
|
|
$ |
678 |
|
$ |
763 |
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
$ |
12 |
|
$ |
17 |
|
Expenses |
|
|
|
$ |
12 |
|
$ |
17 |
|
(a)
Net revenues exclude excise taxes and VAT billed to
customers.
PMI’s balance sheet activity with the above related parties was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
At March 31, 2022 |
At December 31, 2021
|
|
|
|
|
Receivables: |
|
|
|
Megapolis Group |
|
$ |
455 |
|
$ |
319 |
|
Other |
|
236 |
|
199 |
|
Receivables |
|
$ |
691 |
|
$ |
518 |
|
|
|
|
|
Payables: |
|
|
|
|
|
|
|
Other |
|
$ |
24 |
|
$ |
25 |
|
Payables |
|
$ |
24 |
|
$ |
25 |
|
|
|
|
|
|
|
|
|
The activities with the above related parties are in the ordinary
course of business, and are primarily for distribution, service
fees, contract manufacturing and license agreements. PMI eliminated
its respective share of all significant intercompany transactions
with the equity method investees.
Note 13. Sale of Accounts Receivable:
To mitigate risk and enhance cash and liquidity management, PMI
sells trade receivables to unaffiliated financial institutions.
These arrangements allow PMI to sell, on an ongoing basis, certain
trade receivables without recourse. The trade receivables sold are
generally short-term in nature and are removed from the condensed
consolidated balance sheets. PMI sells trade receivables under two
types of arrangements, servicing and non-servicing. For servicing
arrangements, PMI continues to service the sold trade receivables
on an administrative basis and does not act on behalf of the
unaffiliated financial institutions. When applicable, a servicing
liability is recorded for the estimated fair value of the
servicing. The amounts associated with the servicing liability were
not material as of March 31, 2022 and March 31, 2021.
Under the non-servicing arrangements, PMI does not provide any
administrative support or servicing after the trade receivables
have been sold to the unaffiliated financial
institutions.
Cumulative trade receivables sold, including excise taxes, for the
three months ended March 31, 2022 and 2021, were $2.8 billion and
$2.5 billion, respectively. PMI’s operating cash flows were
positively impacted by the amount of the trade
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
receivables sold and derecognized from the condensed consolidated
balance sheets, which remained outstanding with the unaffiliated
financial institutions. The trade receivables sold that remained
outstanding under these arrangements as of March 31, 2022 and
March 31, 2021, were $598 million, and $625 million,
respectively. The net proceeds received are included in cash
provided by operating activities in the condensed consolidated
statements of cash flows. The difference between the carrying
amount of the trade receivables sold and the sum of the cash
received is recorded as a loss on sale of trade receivables within
marketing, administration and research costs in the condensed
consolidated statements of earnings. For the three months ended
March 31, 2022 and 2021, the loss on sale of trade receivables was
immaterial.
Note 14. Product Warranty:
PMI's heat-not-burn devices and e-vapor products are subject to
standard product warranties generally for a period of 12 months
from the date of purchase or such other periods as required by law.
PMI generally provides in cost of sales for the estimated cost of
warranty in the period the related revenue is recognized. PMI
assesses the adequacy of its accrued product warranties and adjusts
the amounts as necessary based on actual experience and changes in
future estimates. Factors that affect product warranties may vary
across markets but typically include device version mix, product
failure rates, logistics and service delivery costs, and warranty
policies. PMI accounts for its product warranties within other
accrued liabilities. At March 31, 2022 and December 31,
2021, these amounts were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
As of and For the Three Months Ended March 31, 2022 |
|
As of and For the Year Ended December 31, 2021 |
Balance at beginning of period |
$ |
113 |
|
|
$ |
137 |
|
Changes due to: |
|
|
|
Warranties issued |
46 |
|
|
154 |
|
Settlements |
(26) |
|
|
(177) |
|
Currency/Other |
(3) |
|
|
(1) |
|
Balance at end of period |
$ |
130 |
|
|
$ |
113 |
|
Note 15. Leases:
The components of PMI’s lease cost were as follows for the three
months ended March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
(in millions) |
|
|
|
2022 |
2021 |
Operating lease cost |
|
|
|
$ |
62 |
|
$ |
60 |
|
Finance lease cost: |
|
|
|
|
|
Amortization of right-of-use assets |
|
|
|
16 |
|
8 |
|
Interest on lease liabilities
|
|
|
|
— |
|
— |
|
Short-term lease cost |
|
|
|
14 |
|
10 |
|
Variable lease cost |
|
|
|
6 |
|
7 |
|
Total lease cost |
|
|
|
$ |
98 |
|
$ |
85 |
|
Note 16. Asset Impairment and Exit Costs:
For the three months ended March 31, 2022, PMI did not record any
pre-tax charges for asset impairment and exit costs. For the three
months ended March 31, 2021, PMI recorded total pre-tax asset
impairment and exit costs of $48 million. These pre-tax charges for
the three months ended March 31, 2021 were included in marketing,
administration and research costs in the condensed consolidated
statements of earnings.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
South Korea
In the first quarter of 2021, PM Korea commenced the implementation
of a new business operating model, which required the restructuring
of its current distribution agreements. As a result, PMI recorded
exit costs of $26 million in the three months ended March 31, 2021,
related to contract terminations and restructuring with certain
distributors.
Organizational Design Optimization
As part of PMI’s transformation to a smoke-free future, PMI sought
to optimize its organizational design, which included the
elimination, relocation and outsourcing of certain operations
center and centralized activities. In January 2020, PMI commenced a
multi-phase restructuring project in Switzerland. PMI initiated the
employee consultation procedures, as required under Swiss law, for
the impacted employees.
The consultation procedures for the first two phases were completed
in 2020 with the final phases initiated and completed in
2021.
Additionally, since the commencement of this multi-phase
restructuring project in 2020, PMI launched a voluntary separation
program in Switzerland for certain eligible employees and announced
the outsourcing of certain activities in Argentina, Indonesia,
Poland and the United States. This multi-phase restructuring
project was completed in the fourth quarter of 2021.
For the three months ended March 31, 2021, PMI recorded pre-tax
charges of $22 million, related to the organizational design
optimization. Since inception of this multi-phase restructuring
project in January 2020 through December 31, 2021, approximately
1,020 positions in total were impacted, resulting in cumulative
pre-tax charges of $308 million related to the organizational
design optimization program. Of this cumulative pre-tax amount,
$300 million related to separation program charges and $8 million
related to asset impairment charges.
Asset Impairment and Exit Costs by Segment
PMI recorded the following pre-tax asset impairment and exit costs
by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
2021 |
Separation programs:
(1)
|
|
|
|
|
|
European Union |
|
|
|
|
$ |
9 |
|
Eastern Europe |
|
|
|
|
2 |
|
Middle East & Africa |
|
|
|
|
2 |
|
South & Southeast Asia |
|
|
|
|
3 |
|
East Asia & Australia |
|
|
|
|
5 |
|
Americas |
|
|
|
|
1 |
|
Total separation programs |
|
|
|
|
22 |
|
Contract termination charges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Asia & Australia |
|
|
|
|
26 |
|
|
|
|
|
|
|
Total contract termination charges |
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment and exit costs |
|
|
|
|
$ |
48 |
|
(1)
Organizational design optimization pre-tax charges in 2021 were
allocated across all geographical segments.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Movement in Exit Cost Liabilities
The movement in exit cost liabilities for the three months ended
March 31, 2022 was as follows:
|
|
|
|
|
|
(in millions) |
|
Liability balance, January 1, 2022 |
$ |
142 |
|
Charges, net |
— |
|
Cash spent |
(28) |
|
Currency/other |
(1) |
|
Liability balance, March 31, 2022 |
$ |
113 |
|
Future cash payments for exit costs incurred to date are
anticipated to be substantially paid by the end of 2023, with
approximately $72 million expected to be paid in the remainder of
2022.
Note 17. Acquisitions:
Purchase of Noncontrolling Interests
Turkey
– In the first quarter of 2022, PMI acquired the remaining 25%
stake of its holding in Philip Morris Tütün Mamulleri Sanayi ve
Ticaret A.Ş. (formerly Philsa Philip Morris Sabancı Sigara ve
Tütüncülük Sanayi ve Ticaret A.Ş.) and 24.75% stake in Philip
Morris Pazarlama ve Satış A.Ş. (formerly Philip Morris SA, Philip
Morris Sabancı Pazarlama ve Satış A.Ş.) from its Turkish partners,
Sabanci Holding for a total acquisition price including transaction
costs and remaining dividend entitlements of approximately $223
million. As a result of this acquisition, PMI now owns 100% of
these Turkish subsidiaries. The purchase of the remaining stakes in
these holdings resulted in a decrease to PMI's additional paid-in
capital of $30 million and an increase to accumulated other
comprehensive losses of $171 million primarily following the
reclassification of accumulated currency translation losses from
noncontrolling interests to PMI’s accumulated other comprehensive
losses during the first quarter of 2022.
Business Combinations
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. The operating results of AG Snus are included in
the European Union 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 preliminarily 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). Goodwill
is primarily attributable to future growth opportunities provided
by acquired R&D capabilities and any intangibles that did not
qualify for separate recognition. The amortizable intangible assets
are being amortized over their estimated useful lives of 8 to 19
years. During the first quarter of 2022, PMI did not record any
measurement period adjustments to the preliminary purchase price
allocation. The purchase price allocation is preliminary and
continues to be subject to refinement. PMI is evaluating the
deductibility of goodwill for income tax purposes.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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. As a result of
additional acceptances of the offer and the exercise of the right
to acquire compulsorily the Vectura shares, in accordance with the
applicable English law, PMI completed the acquisition of 100% of
Vectura in the fourth quarter of 2021. The acquisition was funded
with existing cash from a designated account operated solely for
the purpose of funding this acquisition.
The total purchase price of $1,384 million (GBP 1.0 billion)
for 100% of the Vectura shares was preliminarily allocated to cash
($136 million), current assets including receivables and
inventories ($89 million), non-current assets including property,
plant and equipment ($67 million), goodwill ($590 million), and
other intangible assets ($719 million, which primarily consisted of
developed technology, and IPR&D), partially offset by current
liabilities ($100 million, primarily accrued liabilities), and
non-current liabilities ($117 million, primarily deferred income
tax). Goodwill is primarily attributable to future growth
opportunities provided by acquired R&D capabilities and any
intangibles that did not qualify for separate recognition. The
amortizable intangible assets are being amortized over their
estimated useful lives of 3 to 15 years. During the first quarter
of 2022, PMI did not record any measurement period adjustments to
the preliminary purchase price allocation. The purchase price
allocation is preliminary and continues to be subject to
refinement. PMI is evaluating the deductibility of goodwill for
income tax purposes.
Pro forma results of operations for the above business combinations
have not been presented as the aggregate impact is not material to
PMI's consolidated statements of earnings.
Asset Acquisition
On August 9, 2021, PMI acquired 100% of OtiTopic, Inc., a U.S.
respiratory drug development company with a late-stage dry powder
inhalation aspirin treatment for acute myocardial infarction. The
transaction price was $38 million in cash, plus transaction costs,
with additional contingent payment of $13 million, primarily
related to certain key milestones that PMI deemed probable.
Additionally, PMI may owe up to $25 million in future additional
contingent payments dependent upon the achievement of certain
milestones. PMI accounted for this transaction as an asset
acquisition since the IPR&D of the dry powder inhalation
aspirin treatment represented substantially all of the fair value
of the gross assets acquired. At the date of acquisition, PMI
determined that the acquired IPR&D had no alternative future
use. As a result, PMI recorded a charge of $51 million to research
and development costs within marketing, administration and research
costs in the third quarter of 2021.
As previously discussed in Note 1.
Background and Basis of Presentation
and Note 7.
Segment Reporting,
on March 31, 2022, PMI launched a new Wellness and Healthcare
business, Vectura Fertin Pharma, which consolidates Fertin Pharma,
Vectura and OtiTopic, Inc. This business is considered one
operating segment with its operating results included in the Other
category.
Philip Morris International Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 18. War in Ukraine:
In February 2022, the Russian Federation launched a military action
against Ukraine. Since the onset of the war in Ukraine, PMI's main
priority has been the safety and security of its more than 1,300
employees and their families in the country.
Ukraine
PMI temporarily suspended its operations in Ukraine, including the
closing of its factory in Kharkiv at the end of February 2022.
While the effects of the war are unpredictable and could trigger
impairment reviews for long-lived assets, as of March 31,
2022, PMI is unable to estimate the information required to perform
impairment analyses (i.e., forecast of revenues, manufacturing and
commercial plans). PMI is not aware of any major damage to its
production facilities, inventories or other assets in Ukraine. As a
result, PMI has not recorded an impairment of long-lived assets. As
of March 31, 2022, PMI’s Ukrainian operations had
approximately $0.4 billion in total assets, excluding intercompany
balances. These total assets included $105 million, $192 million
and $44 million in receivables, inventories and property, plant and
equipment, respectively.
As of March 31, 2022, PMI recorded in its condensed
consolidated statements of earnings a pre-tax charge related to
circumstances driven by the conflict of $27 million, primarily due
to an inventory write down, additional allowance for receivables
and the cost of PMI’s humanitarian efforts, which includes salary
continuation for its employees.
Russia
PMI has suspended its planned investments in the Russian Federation
including all new product launches and commercial, innovation, and
manufacturing investments. PMI has also initiated plans to scale
down its manufacturing operations in Russia amid ongoing supply
chain disruptions and the evolving regulatory environment and is
working on options to exit the Russian market in an orderly manner.
As a result of PMI continuing operations within Russia as of
March 31, 2022, it has not recorded an impairment of
long-lived and other assets. PMI’s Russian operations as of March
31, 2022 had approximately $1.4 billion in total assets, excluding
intercompany balances. These total assets included $464 million,
$487 million and $357 million in receivables, inventories and
property, plant and equipment, respectively.
As of March 31, 2022, PMI recorded in its condensed
consolidated statements of earnings a pre-tax charge related to
circumstances driven by the conflict of $15 million, which was
primarily due to an inventory write down related to the commercial
decisions noted above.
The pre-tax charges, for both PMI’s Ukrainian and Russian
affiliates, of $26 million and $16 million were recorded in cost of
sales and marketing, administration and research costs,
respectively. PMI will continue to monitor the situation as it
evolves and will determine if further charges are
needed.
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Description of Our Company
We are a leading international tobacco company working to deliver a
smoke-free future and 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
reduced-risk products, including heat-not-burn, vapor and oral
nicotine products, which are sold in markets outside the United
States. Since 2008, we have invested more than $9 billion to
develop, scientifically substantiate and commercialize innovative
smoke-free products for adults who would otherwise continue to
smoke, with the goal of completely ending the sale of cigarettes.
This includes the building of world-class scientific assessment
capabilities, notably in the areas of pre-clinical systems
toxicology, clinical and behavioral research, as well as
post-market studies. The U.S. Food and Drug Administration ("FDA")
has authorized the marketing of versions of our
IQOS
Platform 1 devices and consumables as Modified Risk Tobacco
Products (MRTPs), finding that exposure modification orders for
these products are appropriate to promote the public health. We
describe the MRTP orders in more detail in the "Business
Environment" section of this Item 2. With a strong foundation and
significant expertise in life sciences, in February 2021, we
announced our ambition to expand into wellness and healthcare areas
and deliver innovative products and solutions that aim to address
unmet consumer and patient needs.
We currently manage our business in six geographical segments and
an Other category:
•European
Union ("EU");
•Eastern
Europe ("EE");
•Middle
East & Africa ("ME&A"), which includes our international
duty free business;
•South
& Southeast Asia ("S&SA");
•East
Asia & Australia ("EA&A");
•Americas
("AMCS"); and
•Other,
which includes the operating results of our new Wellness and
Healthcare business. In the third quarter of 2021, we acquired
Fertin Pharma A/S, Vectura Group plc. (also known as Vectura Group
Ltd.) and OtiTopic, Inc. On March 31, 2022, we launched a new
Wellness and Healthcare business consolidating these entities,
Vectura Fertin Pharma. The operating results of this new business
is reported in this Other category. For further details, see Note
7.
Segment Reporting
and Note 17.
Acquisitions.
Our cigarettes are sold in approximately 180 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 comprises both international and
local brands.
In addition to the manufacture and sale of cigarettes, we are
engaged in the development and commercialization of reduced-risk
products ("RRPs"). 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 smoking.
IQOS
is the leading brand in our smoke-free product portfolio. As of
March 31, 2022, our smoke-free products were available for
sale in 71 markets in key cities or nationwide.
During 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,
as noted above, which provide essential capabilities for future
product development.
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 of products we
sell, the price of our products, changes in currency exchange rates
and the mix of products we sell. 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).
Our cost of sales consists principally 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 (including general
corporate expenses), 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.
Philip Morris International Inc. is a legal entity separate and
distinct from its direct and indirect subsidiaries. Accordingly,
our right, and thus the right of our creditors and stockholders, to
participate in any distribution of the assets or earnings of any
subsidiary is subject to the prior rights of creditors of such
subsidiary, except to the extent that claims of our company itself
as a creditor may be recognized. As a holding company, our
principal sources of funds, including funds to make payment on our
debt securities, are from the receipt of dividends and repayment of
debt from our subsidiaries. Our principal wholly owned and
majority-owned subsidiaries currently are not limited by long-term
debt or other agreements in their ability to pay cash dividends or
to make other distributions that are otherwise compliant with
law.
Executive Summary
The following executive summary provides the business update and
significant highlights from the "Discussion
and Analysis"
that follows.
War in Ukraine
Since the onset of the war in Ukraine, our main priority has been
the safety and security of our more than 1,300 employees and their
families in the country. We have taken action to achieve three
critical missions: (i) helping to evacuate more than 1,000 people
from Ukraine and relocate over 2,700 others from conflict zones to
locations in the country away from the heaviest fighting; (ii)
providing critical aid to employees who cannot leave or who decide
to remain in Ukraine; and (iii) providing those who have left the
country with logistical, medical, financial, and other practical
support in neighboring countries. We are continuing to pay salaries
to all our Ukrainian employees and are also providing substantial
in-kind support to them and their families. In addition, we have
already contributed around $10 million in funds and donated
essential items across the country, directly to humanitarian
organizations and through our own employee-led initiative, Projects
With a Heart.
On February 25, 2022, we announced the temporary suspension of our
operations in Ukraine, including at our factory in Kharkiv. While
activities in the east of Ukraine remain the most heavily impacted,
we have seen some resumption of retail activities where safety
allows, as we seek to provide product availability and service to
adult consumers, using existing finished goods inventories on hand.
We are also working on future supply from other production centers,
although this may involve higher costs. We are applying increased
security and safety measures for personnel.
In 2021, Ukraine accounted for around 2% of our total cigarette and
heated tobacco unit shipment volume and under 2% of our total net
revenues. As of March 31, 2022, our Ukrainian operations had
approximately $0.4 billion in total assets, excluding intercompany
balances.
On March 24, 2022, we announced concrete steps we had taken to
suspend planned investments and scale down our manufacturing
operations in Russia. This included:
•the
discontinuation of a number of cigarette products offered in the
market (representing approximately one-quarter of the company's
domestic cigarette SKUs, including
Marlboro
and
Parliament
SKUs) and the reduction of our manufacturing activities
accordingly;
•the
suspension of our marketing activities in the country;
•the
cancellation of all product launches planned for 2022 in the
market, including the launch of its flagship heated tobacco
product
IQOS ILUMA,
originally planned for March 2022; and
•the
cancellation of our plans to manufacture
TEREA
heated tobacco units for
IQOS ILUMA
in Russia (with an eventual annualized capacity of more than 20
billion units) and the related ongoing investment of $150
million.
Further, we announced that our Board of Directors and senior
executives are working on options to exit the Russian market in an
orderly manner, in the context of an increasingly complex and
rapidly changing regulatory and operating environment.
We employ more than 3,200 people in Russia and will continue to
support our employees there, including paying their salaries, while
continuing to fulfill our legal obligations. We will continue to
make decisions with their safety and security as a
priority.
In 2021, Russia made up almost 10% of total shipment volumes and
around 6% of our total net revenues. As of March 31, 2022, our
Russian operations had approximately $1.4 billion in total assets,
excluding intercompany balances.
These developments above have and will continue to have a material
adverse impact on our business, results of operations, cash flows
and financial position, and may result in impairment
charges.
For further details, see Note 18.
War in Ukraine
to our condensed consolidated financial statements and the
"Cautionary
Factors That May Affect Future Results"
section of this MD&A.
Consolidated Operating Results for the Three Months Ended March
31,
2022
•Net
Revenues
- Net revenues of $7.7 billion for the three months ended March 31,
2022 increased by $161 million, or 2.1%, from the comparable 2021
amount. The change in our net revenues from the comparable 2021
amount was driven by the following (variances not to scale with
quarterly results):
During the quarter, net revenues, excluding currency and
acquisitions, increased by 9.0%, mainly reflecting: favorable
volume/mix, primarily driven by higher heated tobacco unit volume
(predominantly in the EU, particularly Germany, Italy and Poland),
higher cigarette volume (mainly in Indonesia, PMI Duty Free and the
Philippines, partly offset by Germany and Russia) and higher device
volume (driven by the EU and Japan), partially offset by
unfavorable cigarette mix (mainly in Japan); and a favorable
pricing variance (notably driven by Germany, Russia and Turkey,
partly offset by Indonesia and the Philippines).
During the quarter, Russia and Ukraine accounted for around 6% of
PMI's total net revenues.
Net revenues by product category for the three months ended March
31, 2022 and 2021, are shown below:
•Diluted
Earnings Per Share
- The changes in our reported diluted earnings per share ("diluted
EPS") for the three months ended March 31, 2022, from the
comparable 2021 amounts, were as follows:
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
% Change |
For the three months ended March 31, 2021 |
$ |
1.55 |
|
|
2021 Asset impairment and exit costs |
0.02 |
|
|
|
|
|
|
|
|
2021 Tax items |
— |
|
|
Subtotal of 2021
items |
0.02 |
|
|
|
|
|
|
|
|
2022 Charges related to the war in Ukraine
|
(0.03) |
|
|
2022 Fair value adjustment for equity security
investments |
(0.03) |
|
|
|
|
|
2022 Tax items |
— |
|
|
Subtotal of 2022
items |
(0.06) |
|
|
Currency |
(0.23) |
|
|
Interest |
0.01 |
|
|
Change in tax rate |
0.03 |
|
|
|
|
|
Operations |
0.18 |
|
|
For the three months ended March 31, 2022 |
$ |
1.50 |
|
(3.2) |
% |
Asset impairment and exit costs –
In the first quarter of 2021, we recorded pre-tax asset impairment
and exit costs of
$48 million, representing $38 million net of income tax and a
diluted EPS charge of $0.02
per share, related to product distribution restructuring in South
Korea and the organizational design optimization plan, primarily in
Switzerland. The total pre-tax charge was included in marketing,
administration and research costs on the condensed consolidated
statements of earnings. For further details, see Note 16.
Asset Impairment and Exit Costs.
Charges related to the war in Ukraine –
In the first quarter of 2022, we recorded a pre-tax charge of $42
million, representing $39 million net of income tax and a diluted
EPS charge of $0.03 per share, related to circumstances driven by
the conflict, including inventory write downs, additional
allowances for receivables and the cost of PMI’s humanitarian
efforts. Of this total pre-tax charge, $26 million was recorded in
cost of sales and $16 million was recorded in marketing,
administration and research costs. For further details, see Note
18.
War in Ukraine.
Fair value adjustment for equity security investments –
In the first quarter of 2022, we recorded an unfavorable fair value
adjustment for our equity security investments in India and Sri
Lanka of $47 million after tax (or $0.03 per share decrease in
diluted EPS). The fair value adjustment for our equity security
investments was included in equity investments and securities
(income)/loss, net ($60 million loss) and provision for income
taxes ($13 million benefit) on the condensed consolidated
statements of earnings for the three months ended March 31,
2022. For further details, see Note 12.
Related Parties - Equity Investments and Other.
Income Taxes –
The change in the tax rate that increased our diluted EPS by $0.03
per share in the table above was primarily due to changes in
earnings mix by taxing jurisdiction.
Currency
– The unfavorable impact of $0.23 per share during the reporting
period primarily results from the fluctuations of the U.S. dollar,
especially against the Euro, Japanese yen and Turkish lira. This
unfavorable currency movement has impacted our profitability across
our primary revenue markets and local currency cost
bases.
Operations
– The increase in diluted EPS of $0.18 from our operations in the
table above was due primarily to the following
segments:
•Middle
East & Africa: Favorable pricing, favorable volume/mix and
lower marketing, administration and research costs, partially
offset by higher manufacturing costs; and
•European
Union: Favorable volume/mix, partially offset by higher
manufacturing costs;
partially offset by
•East
Asia & Australia: Unfavorable volume/mix and higher
manufacturing costs, partially offset by lower marketing,
administration and research costs and favorable
pricing;
•South
& Southeast Asia: Unfavorable pricing, partially offset by
favorable volume/mix;
•Eastern
Europe: Unfavorable volume/mix and higher marketing, administration
and research costs, partially offset by favorable
pricing;
•Americas:
Higher manufacturing costs and unfavorable volume/mix, partially
offset by favorable pricing; and
•Other:
Primarily reflecting the amortization of intangibles related to the
acquisitions, investments in research and development, and expenses
related to employee retention programs.
For further details, see the
“Consolidated Operating Results”
and
“Operating Results by Business Segment”
sections of the following
“Discussion and Analysis.”
Discussion and Analysis
Consolidated Operating Results
See pages 82-92 for
a discussion of our "Cautionary
Factors That May Affect Future Results."
Our net revenues and operating income by segment are shown in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
For the Three Months Ended March 31, |
|
|
|
2022 |
2021 |
Change |
Net revenues: |
|
|
|
|
|
European Union |
|
|
$ |
3,012 |
|
$ |
2,909 |
|
3.5 |
% |
Eastern Europe |
|
|
726 |
|
796 |
|
(8.8) |
% |
Middle East & Africa |
|
|
991 |
|
801 |
|
23.7 |
% |
South & Southeast Asia |
|
|
1,123 |
|
1,173 |
|
(4.3) |
% |
East Asia & Australia |
|
|
1,404 |
|
1,472 |
|
(4.6) |
% |
Americas |
|
|
424 |
|
434 |
|
(2.3) |
% |
Other |
|
|
66 |
|
— |
|
— |
% |
Net revenues |
|
|
$ |
7,746 |
|
$ |
7,585 |
|
2.1 |
% |
Operating income (loss): |
|
|
|
|
|
European Union |
|
|
$ |
1,527 |
|
$ |
1,490 |
|
2.5 |
|