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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 25, 2023



Philip Morris International Inc.
(Exact name of registrant as specified in its charter)

Virginia
1-33708
13-3435103
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

677 Washington Blvd, Ste. 1100 Stamford Connecticut 06901
(Address of principal executive offices) (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:



☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PM New York Stock Exchange
2.625% Notes due 2023 PM23 New York Stock Exchange
2.125% Notes due 2023 PM23B New York Stock Exchange
3.600% Notes due 2023 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
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 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).
                                                
         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.
 ☐



Item 1.01.
Entry into a Material Definitive Agreement.
On January 25, 2023, Philip Morris International Inc. (“PMI”) entered into an agreement, effective as of January 31, 2023, to amend and extend the term of its existing $1.75 billion 364-day revolving credit facility, dated as of February 12, 2013 (as amended or modified from time to time, the “Credit Agreement”), with each lender named therein, and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (the “Amendment and Extension Agreement”). The Amendment and Extension Agreement extends the expiration date of the Credit Agreement from January 31, 2023 to January 30, 2024, pursuant to Section 2.19 of the Credit Agreement, and amends the Credit Agreement to revise certain provisions relating to the Secured Overnight Financing Rate ("SOFR")-based interest rate. Except as set forth in the Amendment and Extension Agreement, the terms and conditions of the Credit Agreement remain in full force and effect.

Some of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for PMI, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement are underwriters of certain of PMI’s note issuances. PMI and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders under the Credit Agreement and their affiliates. In addition, certain of the lenders under the Credit Agreement, and their respective affiliates, act as dealers in connection with PMI’s commercial paper programs.

The descriptions above of the Amendment and Extension Agreement are summarized and are qualified in their entirety by reference to the full text of the Amendment and Extension Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference. The Credit Agreement was previously filed as Exhibit 10.1 to PMI’s Current Report on Form 8-K (File No. 1-33708), filed with the Securities and Exchange Commission on February 15, 2013.

Item 7.01.
Regulation FD Disclosure.
On January 29, 2023, PMI issued a press release announcing a long-term collaboration agreement with KT&G, South Korea's leading tobacco and nicotine manufacturer. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 7.01.

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, including Exhibit 99.1, 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.

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.


104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101)

_______________________
* Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request.


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.

PHILIP MORRIS INTERNATIONAL INC.
By: /s/ DARLENE QUASHIE HENRY
Name: Darlene Quashie Henry
Title: Vice President, Associate General Counsel & Corporate Secretary
Date: January 30, 2023



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