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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5,
2023
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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1-33708
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13-3435103
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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677 Washington Blvd, Ste. 1100 |
Stamford |
Connecticut |
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06901 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code:
(203) 905-2410
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
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) |
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Name of each exchange on which registered |
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Common Stock, no par value |
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PM |
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New York Stock Exchange |
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2.625% Notes due 2023 |
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PM23 |
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New York Stock Exchange |
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2.125% Notes due 2023 |
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PM23B |
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New York Stock Exchange |
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3.600% Notes due 2023 |
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PM23A |
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New York Stock Exchange |
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2.875% Notes due 2024 |
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PM24 |
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New York Stock Exchange |
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2.875% Notes due 2024 |
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PM24C |
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New York Stock Exchange |
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0.625% Notes due 2024 |
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PM24B |
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New York Stock Exchange |
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3.250% Notes due 2024 |
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PM24A |
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New York Stock Exchange |
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2.750% Notes due 2025 |
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PM25 |
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New York Stock Exchange |
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3.375% Notes due 2025 |
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PM25A |
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New York Stock Exchange |
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2.750% Notes due 2026 |
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PM26A |
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New York Stock Exchange |
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2.875% Notes due 2026 |
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PM26 |
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New York Stock Exchange |
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0.125% Notes due 2026 |
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PM26B |
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New York Stock Exchange |
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3.125% Notes due 2027 |
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PM27 |
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New York Stock Exchange |
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3.125% Notes due 2028 |
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PM28 |
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New York Stock Exchange |
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2.875% Notes due 2029 |
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PM29 |
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New York Stock Exchange |
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3.375% Notes due 2029 |
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PM29A |
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New York Stock Exchange |
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0.800% Notes due 2031 |
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PM31 |
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New York Stock Exchange |
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3.125% Notes due 2033 |
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PM33 |
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New York Stock Exchange |
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2.000% Notes due 2036 |
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PM36 |
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New York Stock Exchange |
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1.875% Notes due 2037 |
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PM37A |
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New York Stock Exchange |
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6.375% Notes due 2038 |
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PM38 |
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New York Stock Exchange |
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1.450% Notes due 2039 |
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PM39 |
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New York Stock Exchange |
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4.375% Notes due 2041 |
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PM41 |
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New York Stock Exchange |
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4.500% Notes due 2042 |
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PM42 |
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New York Stock Exchange |
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3.875% Notes due 2042 |
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PM42A |
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New York Stock Exchange |
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4.125% Notes due 2043 |
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PM43 |
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New York Stock Exchange |
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4.875% Notes due 2043 |
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PM43A |
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New York Stock Exchange |
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4.250% Notes due 2044 |
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PM44 |
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New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging
growth company
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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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(b)
On January 5, 2023, Frederik Paulsen informed the Executive
Chairman of the Board of Directors (the “Board”) of Philip Morris
International Inc. (the “Company” or "PMI") that he will not stand
for re-election to the Board at the Company’s 2023 Annual Meeting
of Shareholders (the “2023 Annual Meeting”).
On January 10, 2023, Lucio A. Noto informed the Executive Chairman
of the Board and the Company's Chief Executive Officer that he will
also not stand for re-election to the Board at the Company’s 2023
Annual Meeting.
Mr. Noto will continue to serve as Lead Independent Director of the
Board and as Chair of the Audit Committee, as well as a member of
each of the Committees of the Board, until the 2023 Annual Meeting.
Mr. Paulsen will continue to serve as Chair of the Product
Innovation & Regulatory Affairs Committee of the Board until
the 2023 Annual Meeting.
The resignations of Messrs. Noto and Paulsen were not the result of
any disagreement with the Company on any matter relating to its
operations, policies, or practices.
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Item 7.01.
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Regulation FD Disclosure.
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In an employee town hall held by PMI earlier today, Chief Executive
Officer Jacek Olczak commented with respect to preliminary 2022
results that the Company has “landed the year pretty well, very
well actually.”
PMI expects to deliver full-year 2022 results broadly in line with
its forecast provided on October 20, 2022 for organic pro forma net
revenue growth, pro forma heated tobacco unit shipment volumes and
pro forma currency-neutral growth in adjusted diluted EPS,
excluding the impact of the acquisition of Swedish Match AB
("Swedish Match"). The Company expects
IQOS
user growth in the fourth quarter of 2022 to be at a similar level
to the third quarter of 2022 with, it believes, a
higher-than-expected impact from reduced commercial activity and
lower acquisition for
IQOS
blade products in anticipation of the launch of
IQOS ILUMA
in certain key markets.
In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01 of this Current Report on Form 8-K shall
not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in Item 7.01 of
this Current Report on Form 8-K shall not be incorporated by
reference into any filing or other document pursuant to the
Securities Act of 1933, as amended, except as may be expressly set
forth by specific reference in such filing or
document.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains projections of results and
goals and other forward-looking statements, including statements
regarding final business and financial results. Achievement of
results is subject to risks, uncertainties and inaccurate
assumptions. In the event that risks or uncertainties materialize,
or underlying assumptions prove inaccurate, actual results could
vary materially from those contained in such forward-looking
statements. Pursuant to the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, PMI is identifying
important factors that, individually or in the aggregate, could
cause actual results and outcomes to differ materially from those
contained in any forward-looking statements made by
PMI.
PMI's business risks include: excise tax increases and
discriminatory tax structures; increasing marketing and regulatory
restrictions that could reduce our competitiveness, eliminate our
ability to communicate with adult consumers, or ban certain of our
products in certain markets or countries; health concerns relating
to the use of tobacco and other nicotine-containing products and
exposure to environmental tobacco smoke; litigation related to
tobacco use and intellectual property; intense competition; the
effects of global and individual country economic, regulatory and
political developments, natural disasters and conflicts; the impact
and consequences of Russia's invasion of Ukraine; changes in adult
smoker behavior; the impact of COVID-19 on PMI's business; lost
revenues as a result of counterfeiting, contraband and cross-border
purchases; governmental investigations; unfavorable currency
exchange rates and currency devaluations, and limitations on the
ability to repatriate funds; adverse changes in applicable
corporate tax laws; adverse changes in the cost, availability, and
quality of tobacco and other agricultural products and raw
materials, as well as components and materials for our electronic
devices; and the integrity of its information systems and
effectiveness of its data privacy policies. PMI's future
profitability may also be adversely affected should it be
unsuccessful in its attempts to produce and commercialize
reduced-risk products or if regulation or taxation do not
differentiate between such products and cigarettes; if it is unable
to successfully introduce new products, promote brand equity, enter
new markets or improve its margins through increased prices and
productivity gains; if it is unable to expand its brand portfolio
internally or through acquisitions and the development of strategic
business relationships; or if it is unable to attract and retain
the best global talent, including women or diverse candidates.
Future results are also subject to the lower predictability of our
reduced-risk product category's performance.
In addition, important factors that could cause actual results to
differ materially from those indicated by forward-looking
statements include risks and uncertainties related to: the
agreement with Altria Group, Inc., and the benefits of the
transaction; the possibility that expected benefits related to
recent or pending acquisitions, including the transaction with
Swedish Match, may not materialize as expected; Swedish Match’s
business experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other business
partners or governmental entities; difficulty retaining key Swedish
Match employees; the outcome of any legal proceedings related to
the proposed transaction with Swedish Match; and the parties being
unable to successfully implement integration strategies or to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all.
PMI is further subject to other risks detailed from time to time in
its publicly filed documents, including PMI's Annual Report on Form
10-K for the fourth quarter and year ended December 31, 2021 and
the Quarterly Report on Form 10-Q for the quarter ended September
30, 2022. PMI cautions that the foregoing list of important factors
is not a complete discussion of all potential risks and
uncertainties. PMI does not undertake to update any forward-looking
statement that it may make from time to time, except in the normal
course of its public disclosure obligations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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PHILIP MORRIS INTERNATIONAL INC. |
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By: |
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/s/ DARLENE QUASHIE HENRY |
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Name: |
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Darlene Quashie Henry |
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Title: |
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Vice President, Associate General Counsel & Corporate
Secretary |
Date: January 11, 2023
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