PHILIP MORRIS INTERNATIONAL, INC. The following discussion should be read in conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8, and the discussion of risks and cautionary factors that may affect future results in Item 1A. Risk Factors. Description of Our Company We are leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company and its shareholders. We are a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products and associated electronic devices and accessories, and other nicotine-containing products in markets outsidethe United States . In addition, we ship a version of our Platform 1 device and its consumables authorized by theU.S. Food and Drug Administration ("FDA") to Altria Group, Inc., for sale inthe United States under license. We are building a future on a new category of smoke-free products that, while not risk free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, we aim to ensure that our smoke-free products meet adult consumer preferences and rigorous regulatory requirements. Our IQOS smoke-free product brand portfolio includes heat-not-burn tobacco and nicotine-containing vapor products.
We manage our business in six operating segments:
•European Union ("EU"); •Eastern Europe ("EE");
•
business;
• South &
•
•
with Altria Group, Inc. for the distribution of our Platform 1 product in
the United States . Our cigarettes are sold in more than 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. 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 the IQOS devices produced by third-party electronics manufacturing service providers. Estimated costs associated with IQOS 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 15 -------------------------------------------------------------------------------- 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 with respect to their common stock that are otherwise compliant with law. Executive Summary
The following executive summary provides significant highlights from the Discussion and Analysis that follows.
Consolidated Operating Results
• Net Revenues - Net revenues of
2019, increased by
The change in our net revenues from the comparable 2018 amount was driven by
the following (variances not to scale with year-to-date results):
[[Image Removed: chart-d5a1373d21214890bb8.jpg]]
Net revenues, excluding unfavorable currency, increased by 3.8%, mainly
reflecting: a favorable pricing variance, notably in Germany , Indonesia , Japan ,
the Philippines and Turkey ; and favorable volume/mix, mainly driven by heated
tobacco unit and IQOS device volume in the EU and Russia , and heated tobacco
unit volume in Japan , partly offset by unfavorable volume/mix of cigarettes,
notably in Australia , the EU, Indonesia , Japan and Russia , unfavorable heated
tobacco unit volume in PMI Duty Free, and unfavorable IQOS device volume in
Japan and Korea . The currency-neutral growth in net revenues of 3.8% came
despite the unfavorable impact of $763 million , shown in "Other" above,
predominantly resulting from the deconsolidation of our Canadian subsidiary,
Rothmans, Benson & Hedges, Inc. ("RBH"), effective March 22, 2019 . For further
details on the deconsolidation of RBH, see Item 8, Note 18. Contingencies and
Note 22. Deconsolidation of RBH.
Net revenues by product category for the years ended December 31, 2019 and 2018,
are shown below:
[[Image Removed: chart-0e35503389a8527f975.jpg]] [[Image Removed: chart-866bd228fe9e54f5801.jpg]]
16
--------------------------------------------------------------------------------• Diluted Earnings Per Share - The changes in our reported diluted earnings per
share ("diluted EPS") for the year ended December 31, 2019 , from the
comparable 2018 amounts, were as follows:
% Growth
Diluted EPS (Decline)
For the year ended December 31, 2018$ 5.08 2018 Asset impairment and exit costs - 2018 Tax items 0.02 Subtotal of 2018 items 0.02 2019 Asset impairment and exit costs (0.23 ) 2019 Canadian tobacco litigation-related expense (0.09 ) 2019 Loss on deconsolidation of RBH (0.12 ) 2019 Russia excise and VAT audit charge (0.20 ) 2019 Fair value adjustment for equity security investments 0.02 2019 Tax items 0.04 Subtotal of 2019 items (0.58 ) Currency (0.13 ) Interest 0.04 Change in tax rate (0.04 ) Operations 0.22 For the year ended December 31, 2019$ 4.61 (9.3 )% Income taxes - The 2018 Tax items that decreased our 2018 diluted EPS by$0.02 per share in the table above represented a current income tax charge of$185 million primarily due to an increase in our final 2017 transition tax liability, mostly offset by a deferred income tax benefit of$154 million primarily due to the recognition of deferred tax assets for net operating losses in the state ofNew York . The 2019 Tax items that increased our 2019 diluted EPS by$0.04 per share in the table above was primarily due to a reduction in estimatedU.S. federal income tax on dividend repatriation for the years 2015-2018 ($67 million ). The change in the tax rate that decreased our diluted EPS by$0.04 per share in the table above was primarily due to changes in earnings mix by taxing jurisdiction andU.S. state deferred income tax expense, partially offset by repatriation cost differences.
For further details, see Item 8, Note 11. Income Taxes.
Asset impairment and exit costs - As a part of the optimization of our global manufacturing infrastructure, we recorded pre-tax asset impairment and exit costs of$422 million during 2019, representing$362 million net of income tax and a diluted EPS charge of$0.23 per share. This charge primarily related to a cigarette plant closure inBerlin, Germany (approximately$0.19 per share), as well as the closure of a cigarette plant inArgentina ,Colombia andPakistan . The total pre-tax charge was included in marketing, administration and research costs on the consolidated statements of earnings. For further details, see Item 8, Note 21. Asset Impairment and Exit Costs. Canadian tobacco litigation-related expense - In the first quarter of 2019, we recorded a pre-tax charge of$194 million , representing$142 million net of tax, relating to the judgment against RBH in twoQuébec smoking and health class actions. The charge of$0.09 per share reflects our 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. The total pre-tax charge was included in marketing, administration and research costs on the consolidated statements of earnings and was included in the operating income of theLatin America &Canada segment. For further details, see Item 8, Note 18. Contingencies and Item 8, Note 22. Deconsolidation of RBH. 17
-------------------------------------------------------------------------------- Loss on deconsolidation of RBH - Following the judgment in the twoQuébec smoking and health class actions, RBH obtained an initial order from theOntario Superior Court of Justice granting it protection under the Companies' Creditors Arrangement Act ("CCAA"), which is a Canadian federal law that permits a Canadian business to restructure its affairs while carrying on its business in the ordinary course with minimal disruption to its customers, suppliers and employees. The administration of the CCAA process, principally relating to the powers provided to the court and the court appointed monitor, removes certain elements of control of the business from both PMI and RBH. As a result, we have determined that we no longer have a controlling financial interest over RBH and that we do not exert "significant influence" over RBH underU.S. GAAP. Therefore, we deconsolidated RBH as of the date of the CCAA filing onMarch 22, 2019 , and will account for our continuing investment in RBH as an equity security, without readily determinable fair value. A loss on the deconsolidation of RBH of$239 million was included in marketing, administration and research costs on the consolidated statements of earnings and was included in the operating income of theLatin America &Canada segment. The$0.12 per share impact also included a tax benefit of$49 million within the provision for income taxes, as discussed above, related to the reversal of a deferred tax liability on the unremitted earnings of RBH. For further details, see Item 8, Note 18. Contingencies and Item 8, Note 22. Deconsolidation of RBH.Russia excise and VAT audit charge - As a result of the final tax assessment for the 2015-2017 financial years received by our Russian affiliate, in the third quarter of 2019, PMI recorded a pre-tax charge of$374 million in marketing, administration and research costs in the consolidated statements of earnings, representing$315 million net of income tax and a diluted EPS charge of$0.20 . The pre-tax charge of$374 million was included in the operating income of theEastern Europe segment. For further details, see Item 8, Note 18. Contingencies. Fair Value adjustment for equity security investments - In the fourth quarter of 2019, PMI recorded a favorable fair value adjustment for its equity security investments of$35 million after tax (or$0.02 per share increase in diluted EPS). The fair value adjustment for its equity security investments was included in equity investments and securities (income)/loss, net ($44 million income) and provision for income taxes ($9 million expense) on the consolidated statements of earnings in 2019. For further details, see Item 8, Note 16. Fair Value Measurements. Currency - The unfavorable currency impact during 2019 results from the fluctuations of theU.S. dollar, especially against the Euro, Russian ruble and Turkish lira. This unfavorable currency movement has impacted our profitability across our primary revenue markets and local currency cost bases. Interest - The favorable impact of interest was due primarily to our ongoing efforts to optimize our capital structure following the passage of theU.S. Tax Cuts and Jobs Act. This included the decision to use existing cash to repay$2.5 billion and$4.0 billion of long-term debt that matured in 2018 and in 2019, respectively.
Operations - The increase in diluted EPS of
•
offset by higher marketing, administration and research costs and higher
manufacturing costs;
• South &
partially offset by unfavorable volume/mix and higher marketing,
administration and research costs;
• Middle East & Africa : Favorable pricing, lower manufacturing costs and
lower marketing, administration and research costs, partially offset by
unfavorable volume/mix; and
•
partially offset by unfavorable volume/mix and higher marketing,
administration and research costs;
partially offset by •Latin America &Canada : Unfavorable impact resulting from the
deconsolidation of RBH, as well as unfavorable volume/mix, partially
offset by lower marketing, administration and research costs, favorable
pricing and lower manufacturing costs; and
•
higher manufacturing costs, partially offset by favorable volume/mix and
favorable pricing.
For further details, see the Consolidated Operating Results and Operating Results by Business Segment sections of the following Discussion and Analysis.
18
--------------------------------------------------------------------------------Discussion and Analysis Critical Accounting Estimates Item 8, Note 2. Summary of Significant Accounting Policies to our consolidated financial statements includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. In most instances, we must use a particular accounting policy or method because it is the only one that is permitted underU.S. GAAP. The preparation of financial statements requires that we use estimates and assumptions that affect the reported amounts of our assets, liabilities, net revenues and expenses, as well as our disclosure of contingencies. If actual amounts differ from previous estimates, we include the revisions in our consolidated results of operations in the period during which we know the actual amounts. Historically, aggregate differences, if any, between our estimates and actual amounts in any year have not had a significant impact on our consolidated financial statements. The selection and disclosure of our critical accounting estimates have been discussed with our Audit Committee. The following is a discussion of the more significant assumptions, estimates, accounting policies and methods used in the preparation of our consolidated financial statements: Revenue Recognition - We recognize revenue as performance obligations are satisfied. Our primary performance obligation is the distribution and sales of cigarettes and other nicotine-containing products, including reduced-risk products. Our performance obligations are typically satisfied upon shipment or delivery to our customers. The company estimates the cost of sales returns based on historical experience, and these estimates are immaterial. Estimated costs associated with warranty programs for IQOS devices are generally provided for in cost of sales in the period the related revenues are recognized, based on a number of factors, including historical experience, product failure rates and warranty policies. The transaction price is typically based on the amount billed to the customer and includes estimated variable consideration where applicable. Such variable consideration is typically not constrained and is estimated based on the most likely amount that PMI expects to be entitled to under the terms of the contracts with customers, historical experience of discount or rebate redemption, where relevant, and the terms of any underlying discount or rebate programs, which may change from time to time as the business and product categories evolve. Inventories - Our inventories are valued at the lower of cost or market based upon assumptions about future demand and market conditions. The valuation of inventory also requires us to estimate obsolete and excess inventory. We perform regular reviews of our inventory on hand, as well as our future purchase commitments with our suppliers, considering multiple factors, including demand forecasts, product life cycle, current sales levels, pricing strategy and cost trends. If our review indicates that inventories of raw materials, components or finished products have become obsolete or are in excess of anticipated demand or that inventory cost exceeds net realizable value, we may be required to make adjustments that will impact the results of operations.Goodwill and Non-Amortizable Intangible Assets Valuation - We test goodwill and non-amortizable intangible assets for impairment annually or more frequently if events occur that would warrant such review. While the company has the option to perform a qualitative assessment for both goodwill and non-amortizable intangible assets to determine if it is more likely than not that an impairment exists, the company elects to perform the quantitative assessment for our annual impairment analysis. The impairment analysis involves comparing the fair value of each reporting unit or non-amortizable intangible asset to the carrying value. If the carrying value exceeds the fair value, goodwill or a non-amortizable intangible asset is considered impaired. To determine the fair value of goodwill, we primarily use a discounted cash flow model, supported by the market approach using earnings multiples of comparable global and local companies within the tobacco industry. AtDecember 31, 2019 , the carrying value of our goodwill was$5.9 billion , which is related to ten reporting units, each of which consists of a group of markets with similar economic characteristics. The estimated fair value of each of our ten reporting units exceeded the carrying value as ofDecember 31, 2019 . To determine the fair value of non-amortizable intangible assets, we primarily use a discounted cash flow model applying the relief-from-royalty method. We concluded that the fair value of our non-amortizable intangible assets exceeded the carrying value. These discounted cash flow models include management assumptions relevant for forecasting operating cash flows, which are subject to changes in business conditions, such as volumes and prices, costs to produce, discount rates and estimated capital needs. Management considers historical experience and all available information at the time the fair values are estimated, and we believe these assumptions are consistent with the assumptions a hypothetical marketplace participant would use. Since theMarch 28, 2008 , spin-off from Altria Group, Inc., we have not recorded a charge to earnings for an impairment of goodwill or non-amortizable intangible assets.
Marketing Costs - We incur certain costs to support our products through
programs that include advertising, marketing, consumer engagement and trade
promotions. The costs of our advertising and marketing programs are expensed in
accordance with
19
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required in estimating the potential performance and compliance for each
program. For volume-based incentives provided to customers, management
continually assesses and estimates, by customer, the likelihood of the
customer's achieving the specified targets, and records the reduction of revenue
as the sales are made. For other trade promotions, management relies on
estimated utilization rates that have been developed from historical experience.
Changes in the assumptions used in estimating the cost of any individual
marketing program would not result in a material change in our financial
position, results of operations or operating cash flows.
Employee Benefit Plans - As discussed in Item 8, Note 13. Benefit Plans to our
consolidated financial statements, we provide a range of benefits to our
employees and retired employees, including pensions, postretirement health care
and postemployment benefits (primarily severance). We record annual amounts
relating to these plans based on calculations specified by U.S. GAAP. These
calculations include various actuarial assumptions, such as discount rates,
assumed rates of return on plan assets, compensation increases, mortality,
turnover rates and health care cost trend rates. We review actuarial assumptions
on an annual basis and make modifications to the assumptions based on current
rates and trends when it is deemed appropriate to do so. As permitted by U.S.
GAAP, any effect of the modifications is generally amortized over future
periods. We believe that the assumptions utilized in calculating our obligations
under these plans are reasonable based upon our historical experience and advice
from our actuaries.
Weighted-average discount rate assumptions for pension and postretirement plan
obligations at
2019 2018
Pension plans 0.83% 1.61%
Postretirement plans 3.28% 3.97%
We anticipate that assumption changes will increase 2020 pre-tax pension and
postretirement expense to approximately $256 million as compared with
approximately $201 million in 2019, excluding amounts related to employee
severance and early retirement programs. The anticipated increase is primarily
due to higher amortization of unrecognized actuarial gains/losses of $73
million , coupled with higher service cost of $48 million , partially offset by
lower interest cost of $49 million and higher expected return on plan assets of
$18 million and other movements of $1 million .
Weighted-average expected rate of return and discount rate assumptions have a
significant effect on the amount of expense reported for the employee benefit
plans. A fifty-basis-point decrease in our discount rate would increase our
2020 pension and postretirement expense by approximately $65 million , and a
fifty-basis-point increase in our discount rate would decrease our 2020 pension
and postretirement expense by approximately $58 million . Similarly, a
fifty-basis-point decrease (increase) in the expected return on plan assets
would increase (decrease) our 2020 pension expense by approximately $36 million .
Income Taxes - Income tax provisions for jurisdictions outside the United
States , as well as state and local income tax provisions, are determined on a
separate company basis, and the related assets and liabilities are recorded in
our consolidated balance sheets.
The extent of our operations involves dealing with uncertainties and judgments
in the application of complex tax regulations in a multitude of jurisdictions.
The final taxes paid are dependent upon many factors, including negotiations
with taxing authorities in various jurisdictions and resolution of disputes
arising from federal, state, and international tax audits. In accordance with
the authoritative guidance for income taxes, we evaluate potential tax exposures
and record tax liabilities for anticipated tax audit issues based on our
estimate of whether, and the extent to which, additional taxes will be due. We
adjust these reserves in light of changing facts and circumstances; however, due
to the complexity of some of these uncertainties, the ultimate resolution may
result in a payment that is materially different from our current estimate of
the tax liabilities. If our estimate of tax liabilities proves to be less than
the ultimate assessment, an additional charge to expense would result. If
payment of these amounts ultimately proves to be less than the recorded amounts,
the reversal of the liabilities would result in tax benefits being recognized in
the period when we determine the liabilities are no longer necessary.
We are required to assess the likelihood of recovering deferred tax assets
against future sources of taxable income. If we determine, using all available
evidence, that we do not reach the more likely than not threshold for recovery,
a valuation allowance is recorded. Significant judgment is required in
determining the need for and amount of valuation allowances for deferred tax
assets including estimates of future taxable income in the applicable
jurisdictions and the feasibility of on-going tax planning strategies, as
applicable.
The effective tax rates used for interim reporting are based on our full-year
geographic earnings mix projections. Changes in currency exchange rates or
earnings mix by taxing jurisdiction could have an impact on the effective tax
rates. Significant judgment is required in determining income tax provisions and
in evaluating tax positions.
For further details, see Item 8, Note 11. Income Taxes to our consolidated financial statements.
20
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Hedging - As discussed below in "Market Risk," we use derivative financial
instruments principally to reduce exposures to market risks resulting from
fluctuations in foreign currency exchange and interest rates by creating
offsetting exposures. For derivatives to which we have elected to apply hedge
accounting, gains and losses on these derivatives are initially deferred in
accumulated other comprehensive losses on the consolidated balance sheet and
recognized in the consolidated statement of earnings into the same line item as
the impact of the underlying transaction and in the periods when the related
hedged transactions are also recognized in operating results. If we had elected
not to use the hedge accounting provisions, gains (losses) deferred in
stockholders' (deficit) equity would have been recorded in our net earnings for
these derivatives.
Fair value of non-marketable equity securities - For further details, see Item 8, Note 22. Deconsolidation of RBH.
Contingencies - As discussed in Item 8, Note 18. Contingencies to our consolidated financial statements, 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. 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. 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. At the present time, except as stated otherwise in Item 8, Note 18. 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.
Consolidated Operating Results Our net revenues and operating income by segment were as follows: (in millions)
2019 2018 2017
3,282 2,921 2,711
$ 29,805 $ 29,625 $ 28,748 Operating Income European Union$ 3,970 $ 4,105 $ 3,691 Eastern Europe 547 902 887
Items affecting the comparability of results from operations were as follows:
•
details of the
segment for the year ended
• Asset impairment and exit costs - See Item 8, Note 21. Asset Impairment and
Exit Costs for details of the
• Canadian tobacco litigation-related expense - See Item 8, Note 18.
Contingencies and Note 22. Deconsolidation of RBH for details of the
million pre-tax charge included in the
year ended December 31, 2019 .
21--------------------------------------------------------------------------------
• Loss on deconsolidation of RBH - See Item 8, Note 22. Deconsolidation of RBH
for details of the
segment for the year ended
Our net revenues by product category were as follows:
PMI Net Revenues by Product Category
(in millions) 2019 2018 2017
Combustible Products
European Union $ 8,093 $ 8,433 $ 8,048
Eastern Europe 2,438 2,597 2,657
Middle East & Africa 3,721 3,732 3,893
South & Southeast Asia 5,094 4,656 4,417
East Asia & Australia 2,693 3,074 3,156
Latin America & Canada 2,179 3,037 2,937
Total Combustible Products $ 24,218 $ 25,529 $ 25,107
Reduced-Risk Products
European Union $ 1,724 $ 865 $ 269
Eastern Europe 844 324 55
Middle East & Africa 321 382 94
South & Southeast Asia - - -
East Asia & Australia 2,671 2,506 3,218
Latin America & Canada 27 19 4
Total Reduced-Risk Products
Total PMI Net Revenues
Note: Sum of product categories or Regions might not foot to total PMI due to rounding.
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 our 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 our heated tobacco units, IQOS devices and related accessories, and other nicotine-containing products, which primarily include our e-vapor products.
We recognize revenue when control is transferred to the customer, typically either upon shipment or delivery of goods.
Revenues from shipments of Platform 1 devices, heated tobacco units and accessories to Altria Group, Inc., commencing in the third quarter of 2019, for sale under license inthe United States , are included in Net Revenues of theLatin America &Canada segment. References to "Cost/Other" in the Consolidated Financial Summary table of total PMI and the six operating segments throughout this "Discussion and Analysis" reflects the currency-neutral variances of: cost of sales (excluding the volume/mix cost component); marketing, administration and research costs (including asset impairment and exit costs, the Canadian tobacco litigation-related expense, the charge related to the deconsolidation of RBH inCanada , and theRussia excise and VAT audit charge); and amortization of intangibles. "Cost/Other" also includes the currency-neutral net revenue variance, unrelated to volume/mix and price components, attributable to fees for certain distribution rights billed to customers in certain markets in theME&A Region , as well as the impact of the deconsolidation in RBH. 22 -------------------------------------------------------------------------------- Our shipment volume by segment for cigarettes and heated tobacco units was as follows: PMI Shipment Volume (Million Units) 2019 2018 2017 Cigarettes European Union 174,319 179,622 187,293 Eastern Europe 100,644 108,718 119,398 Middle East & Africa 134,568 136,605 136,759 South & Southeast Asia 174,934 178,469 171,600 East Asia & Australia 49,951 56,163 62,653 Latin America & Canada 72,293 80,738 84,223 Total Cigarettes 706,709 740,315 761,926 Heated Tobacco Units European Union 12,569 5,977 1,889 Eastern Europe 13,453 4,979 674 Middle East & Africa 2,654 3,403 907 South & Southeast Asia - - - East Asia & Australia 30,677 26,866 32,729 Latin America & Canada (1) 299 147 27 Total Heated Tobacco Units 59,652 41,372 36,226 Cigarettes and Heated Tobacco Units European Union 186,888 185,599 189,182 Eastern Europe 114,097 113,697 120,072 Middle East & Africa 137,222 140,008 137,666 South & Southeast Asia 174,934 178,469 171,600 East Asia & Australia 80,628 83,029 95,382 Latin America & Canada 72,592 80,885 84,250
Total Cigarettes and Heated Tobacco Units 766,361 781,687 798,152
(1) Includes shipments to Altria Group, Inc., commencing in the third quarter of
2019, for sale in
Following the deconsolidation of our Canadian subsidiary, we will continue to report the volume of brands sold by RBH for which other PMI subsidiaries are the trademark owners. These include HEETS, Next, Philip Morris and Rooftop, which together accounted for approximately 40% of RBH's total shipment volume in 2018.
Heated tobacco units ("HTU") is the term we use to refer to heated tobacco
consumables, which for us include our HEETS, HEETS Marlboro and HEETS FROM
Shipment volume of heated tobacco units to
References to total international market, defined as worldwide cigarette and heated tobacco unit volume excludingthe United States , total industry, total market and market shares throughout this "Discussion and Analysis" are our estimates for tax-paid products based on the latest available data from a number of internal and external sources and may, in defined instances, excludethe People's Republic of China and/or our duty free business. In addition, to reflect the deconsolidation of RBH, effectiveMarch 22, 2019 , PMI's total market share has been restated for previous periods.
In-market sales ("IMS") is defined as sales to the retail channel, depending on the market and distribution model.
23
--------------------------------------------------------------------------------Unless otherwise stated, references to total industry, total market, our shipment volume and our market share performance reflect cigarettes and heated tobacco units.
From time to time, PMI's shipment volumes are subject to the impact of distributor inventory movements, and estimated total industry/market volumes are subject to the impact of inventory movements in various trade channels that include estimated trade inventory movements of PMI's competitors arising from market-specific factors that significantly distort reported volume disclosures. Such factors may include changes to the manufacturing supply chain, shipment methods, consumer demand, timing of excise tax increases or other influences that may affect the timing of sales to customers. In such instances, in addition to reviewing PMI shipment volumes and certain estimated total industry/market volumes on a reported basis, management reviews these measures on an adjusted basis that excludes the impact of distributor and/or estimated trade inventory movements. Management also believes that disclosing PMI shipment volumes and estimated total industry/market volumes in such circumstances on a basis that excludes the impact of distributor and/or estimated trade inventory movements improves the comparability of performance and trends for these measures over different reporting periods.
2019 compared with 2018
The following discussion compares our consolidated operating results for the
year ended
Estimated international industry cigarette and heated tobacco unit volume,
excluding
Our total shipment volume decreased by 2.0%, due to:
•
notably in
tobacco unit shipment volume in PMI Duty Free;
• South &
in
•
in
and
•
principally in
deconsolidation of RBH) and
RBH deconsolidation of approximately 4.3 billion units (reflecting the volume
of RBH-owned brands from
shipment volume in the Region decreased by 5.2%;
partly offset by • the EU, reflecting higher heated tobacco unit shipment volume across the
Region, notably in
primarily in
•
the Region, notably in
cigarette shipment volume, primarily in
Excluding the volume impact from the RBH deconsolidation of approximately 4.3 billion units (reflecting the volume of RBH-owned brands fromMarch 22, 2018 throughDecember 31, 2018 and including Duty-Free sales of these brands inCanada ), PMI's total shipment volume decreased by 1.4%.
Impact of Inventory Movements
Excluding the volume impact from the deconsolidation of RBH, and the net
favorable impact of estimated distributor inventory movements of approximately
1.1 billion units, our total in-market sales declined by 1.5%, due to a 3.7%
decline of cigarettes, partly offset by a 35.3% increase in heated tobacco
units.
24
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The net favorable impact of estimated distributor inventory movements of
approximately 1.1 billion units reflected a 2.7 billion favorable impact from
heated tobacco units (driven primarily by Japan , mainly reflecting a favorable
comparison with 2018 in which IQOS consumable inventories were reduced, partly
offset by PMI Duty Free), partially offset by a 1.6 billion unfavorable impact
from cigarettes (due primarily to Japan , North Africa and Thailand , partly
offset by the EU Region and Saudi Arabia ).
Our cigarette shipment volume by brand and heated tobacco unit shipment volume was as follows:
PMI Shipment Volume by Brand (Million Units)
Full-Year
2019 2018 Change
Cigarettes
Marlboro 262,908 264,423 (0.6 )%
L&M 92,873 89,789 3.4 %
Chesterfield 57,185 59,452 (3.8 )%
Philip Morris 49,164 49,864 (1.4 )%
Parliament 38,723 41,697 (7.1 )%
Sampoerna A 35,133 39,522 (11.1 )%
Dji Sam Soe 32,435 29,195 11.1 %
Bond Street 28,025 32,173 (12.9 )%
Lark 19,602 23,021 (14.9 )%
Fortune 12,831 16,596 (22.7 )%
Others 77,830 94,583 (17.7 )%
Total Cigarettes 706,709 740,315 (4.5 )%
Heated Tobacco Units (1) 59,652 41,372 44.2 %Total Cigarettes and Heated Tobacco Units 766,361 781,687 (2.0 )%
(1) Includes shipments to Altria Group, Inc., commencing in the third quarter of
2019, for sale in
Our cigarette shipment volume of the following brands decreased:
•
out-switching to heated tobacco units, as well as
• Chesterfield, mainly due to
offset by
• Philip Morris, notably due to
•
• Sampoerna A in
increases resulting in widened price gaps with competitors' products;
•
• Lark, mainly due to
• Fortune in
resulting from narrowed price gaps with the below premium price segment; and
• "Others," notably due to: the impact of the deconsolidation of RBH in
mid-price Sampoerna U in
above-inflation retail price increases; and low-price brands, notably Morven
in Pakistan and Next/Dubliss in Russia , partly offset by Jackpot in the
Philippines .
The increase in our heated tobacco unit shipment volume was mainly driven by:
the EU (notably Italy and Poland ), Eastern Europe (notably Kazakhstan , Russia
and Ukraine ) and Japan , partly offset by Korea and PMI Duty Free.
25
--------------------------------------------------------------------------------Our cigarette shipment volume of the following brands increased:
• L&M, mainly driven by
and
• Dji Sam Soe in
Mild 16 variant and the introduction of 20s and 50s variants.
2019 International Share of Market (excluding
Our total international market share (excludingChina andthe United States ), defined as our cigarette and heated tobacco unit sales volume as a percentage of total industry cigarette and heated tobacco unit sales volume, increased by 0.1 point to 28.4%, reflecting: • Total international heated tobacco unit market share of 2.2%, up by 0.6
points; and
• Total international cigarette market share of 26.2%, down by 0.5 points.
Our total international cigarette market share, defined as our cigarette sales volume as a percentage of total industry cigarette sales volume, was down by 0.3 points to 26.9%, mainly reflecting: out-switching to heated tobacco units, notably in the EU andJapan ; and lower cigarette market share, notably inArgentina ,Indonesia ,Korea andTurkey . In 2019, we owned six of the world's top 15 international cigarette brands, with international cigarette market shares as follows:Marlboro , 10.0%; L&M, 3.5%; Chesterfield, 2.2%; Philip Morris, 1.9%;Parliament , 1.5%; andBond Street , 1.1%. 26
--------------------------------------------------------------------------------
Key Market Data
Key market data regarding total market size, our shipments and market share were
as follows:
PMI Shipments (billion units) PMI Market Share (%)(1)
Heated Heated
Total Market Tobacco Tobacco
Market (billion units) Total Cigarette Unit Total Unit
2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
Total 2,703.6 2,757.7 766.4 781.7 706.7 740.3 59.7 41.4 28.4 28.3 2.2 1.6
European Union France 37.9 40.9 17.0 18.5 16.9 18.4 0.1 - 45.0 45.5 0.2 0.1 Germany 73.3 75.2 27.9 28.1 27.0 27.7 0.9 0.4 38.0 37.3 1.2 0.5 Italy 67.9 69.0 34.9 35.2 31.4 33.5 3.5 1.7 51.8 51.8 4.8 2.2 Poland 46.2 43.2 19.0 17.9 17.9 17.6 1.1 0.4 41.2 41.5 2.5 0.9 Spain 45.3 45.0 14.5 14.1 14.1 13.9 0.3 0.2 31.3 32.1 0.7 0.4 Eastern Europe Russia 226.5 238.9 68.0 68.0 58.8 64.6 9.2 3.4 30.1 28.3 3.8 1.0Middle East &Africa Saudi Arabia 20.8 20.6 9.2 7.4 9.2 7.4 - - 43.0 41.5 - - Turkey 118.9 118.5 51.9 55.0 51.9 55.0 - - 43.7 46.4 - - South &Southeast Asia Indonesia 306.8 303.6 98.5 101.4 98.5 101.4 - - 32.1 33.4 - - Philippines 70.5 73.2 49.7 51.2 49.7 51.2 - - 70.5 69.9 - -East Asia &Australia Australia 12.0 12.8 3.3 3.8 3.3 3.8 - - 27.5 29.7 - - Japan 158.0 167.3 52.4 52.3 26.6 30.8 25.8 21.4 34.5 34.0 17.1 15.5 Korea 68.6 69.5 15.5 17.4 10.8 12.0 4.6 5.4 22.6 25.0 6.8 7.8Latin America &Canada Argentina 33.4 35.0 23.3 25.8 23.3 25.8 - - 70.0 73.8 - - Mexico 35.5 35.5 23.8 24.2 23.8
24.2 - - 67.1 68.0 - -
(1) Market share estimates are calculated using IMS data Note: % change for Total Market and PMI shipments is computed based on millions of units; PMI Market Share estimates for previous periods are restated to reflect RBH deconsolidation and exclude RBH-owned brands.
27--------------------------------------------------------------------------------
Financial Summary
Financial Summary - Change Variance
Years Ended Fav./(Unfav.) Fav./(Unfav.)
December 31,
2019 2018 Total Excl. Total Cur- Price Vol/ Cost/
(in millions) Curr. rency Mix Other(1)
Net Revenues $ 29,805 $ 29,625 0.6 % 3.8 % $ 180 $ (937 ) $ 1,483 $ 397 $ (763 )
Cost of Sales (10,513 ) (10,758 ) 2.3 % (0.5 )% 245 302 - (309 ) 252
Marketing, Administration
and Research Costs (2) (8,695 ) (7,408 ) (17.4 )% (22.0 )% (1,287 ) 340 - - (1,627 )
Amortization of (66 ) (82 ) 19.5 % 15.9 % 16 3 - - 13
Intangibles
Operating Income $ 10,531 $ 11,377 (7.4 )% (4.9 )% $
(846 )
(1) Cost/Other variance includes the impact of the RBH deconsolidation. (2) Unfavorable Cost/Other variance includes asset impairment and exit costs of$422 million in 2019, theRussia excise and VAT audit charge of$374 million in 2019, the 2019 loss on deconsolidation of RBH of$239 million , and the 2019 Canadian tobacco litigation-related expense of$194 million , as well as the impact of the RBH deconsolidation. Note: Net Revenues include revenues from shipments of Platform 1 devices, heated tobacco units and accessories to Altria Group, Inc., commencing in the third quarter of 2019, for sale under license inthe United States . Net revenues, excluding unfavorable currency, increased by 3.8%, mainly reflecting: a favorable pricing variance, notably inGermany ,Indonesia ,Japan ,the Philippines andTurkey ; and favorable volume/mix, mainly driven by heated tobacco unit and IQOS device volume in the EU andRussia , and heated tobacco unit volume inJapan , partly offset by unfavorable volume/mix of cigarettes, notably inAustralia , the EU,Indonesia ,Japan andRussia , unfavorable heated tobacco unit volume in PMI Duty Free, and unfavorable IQOS device volume inJapan andKorea . The currency-neutral growth in net revenues of 3.8% came despite the unfavorable impact of$763 million , shown in "Cost/Other," predominantly resulting from the deconsolidation of RBH.
The unfavorable currency in net revenues was due primarily to the Euro, Russian ruble and Turkish lira.
Net revenues include$5.6 billion in 2019 and$4.1 billion in 2018 related to the sale of RRPs. In 2019, approximately$0.7 billion of our$5.6 billion in RRP net revenues were from IQOS devices. Operating income decreased by 7.4%. Excluding unfavorable currency ($292 million ), asset impairment and exit costs ($422 million ) in 2019 related to plant closures inArgentina ,Colombia ,Germany andPakistan as part of global manufacturing infrastructure optimization, the 2019 Russia excise and VAT audit charge ($374 million ), the 2019 loss on deconsolidation of RBH ($239 million ) and the 2019 Canadian tobacco litigation-related expense ($194 million ), operating income increased by 5.9%, primarily reflecting: a favorable pricing variance; favorable volume/mix, mainly driven by heated tobacco units in the EU,Japan andRussia , partly offset by unfavorable volume/mix of cigarettes, notably inAustralia , the EU,Indonesia ,Japan andRussia , as well as unfavorable heated tobacco unit volume in PMI Duty Free; and lower manufacturing costs; partly offset by higher marketing, administration and research costs, reflecting increased investment behind reduced-risk products (mainly in the EU andEastern Europe ), and the net unfavorable impact resulting from the deconsolidation of RBH shown in "Cost/Other." Interest expense, net, of$570 million decreased by$95 million (14.3%), due primarily to our ongoing efforts to optimize our capital structure following the passage of the Tax Cuts and Jobs Act. This included the decision to use existing cash to repay$2.5 billion and$4.0 billion of long-term debt that matured in 2018 and 2019, respectively. Our effective tax rate increased by 0.3 percentage points to 23.2%. The effective tax rate for the year endedDecember 31, 2019 , was unfavorably impacted by changes in earnings mix by taxing jurisdiction andU.S. state deferred income tax expense, partially offset by the reversal of a deferred tax liability on the unremitted earnings of our Canadian subsidiary, RBH ($49 million ), a reduction in estimatedU.S. federal income tax on dividend repatriation for the years 2015-2018 ($67 million ), and other repatriation cost differences. We estimate that our 2020 effective tax rate will be approximately 23%, excluding discrete tax events. Changes in currency exchange rates, earnings mix by taxing jurisdiction, or dividend repatriation costs may have an impact on the effective tax rates, which we monitor each quarter. Significant judgment is required in determining income tax provisions and in evaluating tax positions. For further details, see Item 8, Note 11. Income Taxes. 28 -------------------------------------------------------------------------------- We are regularly examined by tax authorities around the world, and we are currently under examination in a number of jurisdictions. 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. Net earnings attributable to PMI of$7.2 billion decreased by$726 million or 9.2%. This decrease was due primarily to lower operating income as discussed above, partially offset by a lower interest expense, net. Diluted and basic EPS of$4.61 decreased by 9.3%. Excluding an unfavorable currency impact of$0.13 , diluted EPS decreased by 6.7%.
2018 compared with 2017
For a discussion comparing our consolidated operating results for the year endedDecember 31, 2018 , with the year endedDecember 31, 2017 , refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year endedDecember 31, 2018 , which was filed with theU.S. Securities and Exchange Commission onFebruary 7, 2019 .
Operating Results by Business Segment
Business Environment Taxes, Legislation, Regulation and Other Matters Regarding the Manufacture, Marketing, Sale and Use of Tobacco Products The tobacco industry and our company face a number of challenges that may adversely affect our business, volume, results of operations, cash flows and financial position. These challenges, which are discussed below and in "Cautionary Factors That May Affect Future Results," include:
• regulatory restrictions on our products, including restrictions on the
packaging, marketing, and sale of tobacco or other nicotine-containing
products that could reduce our competitiveness, eliminate our ability to
communicate with adult consumers, or even ban certain of our products;
• fiscal challenges, such as excessive excise tax increases and
discriminatory tax structures;
• illicit trade in cigarettes and other tobacco products, including
counterfeit, contraband and so-called "illicit whites";
• intense competition, including from non-tax paid volume by certain local
manufacturers;
• pending and threatened litigation as discussed in Item 8, Note 18.
Contingencies; and
• governmental investigations.
Regulatory Restrictions: The tobacco industry operates in a highly regulated environment. The well-known risks of smoking have led regulators to impose significant restrictions and high excise taxes on cigarettes.
We support a comprehensive regulatory framework for tobacco products based on the principle of harm reduction, including mandated health warnings, minimum age laws, restrictions on advertising, and public place smoking restrictions. We also support regulatory measures that help reduce illicit trade. Much of the regulation that shapes the business environment in which we operate is driven by theWorld Health Organization's ("WHO")Framework Convention on Tobacco Control ("FCTC"), which entered into force in 2005. The FCTC has as its main objective to establish a global agenda for tobacco regulation, with the purpose of reducing tobacco use. To date, 180 countries and theEuropean Union are Parties to the FCTC. The treaty requires Parties to have in place various tobacco control measures and recommends others. The FCTC governing body, the Conference of the Parties ("CoP"), has also adopted non-binding guidelines and policy recommendations related to certain articles of the FCTC that go beyond the text of the treaty. InOctober 2018 , the CoP recognized the need for more scientific assessment and improved reporting to define policy on heated tobacco products. Similar to its previous policy recommendations on e-cigarettes, the CoP invited countries to regulate, restrict or prohibit heated tobacco products, as appropriate under their national laws. InJuly 2019 , the WHO issued the Report on the Global Tobacco Epidemic 2019. While citing insufficient independent studies regarding the benefits and the unknown long-term health impacts of electronic nicotine delivery systems and heated tobacco products, the WHO has taken the position that such products are not risk-free and should be regulated in the same manner as cigarettes and in line with the FCTC provisions. 29 --------------------------------------------------------------------------------
It is not possible to predict whether or to what extent measures recommended by the WHO, including the FCTC guidelines, will be implemented.
We agree that all tobacco and nicotine-containing products, including our RRPs, need to be regulated; however, we continue to seek to engage in a dialogue with regulators with respect to those measures that we do not believe would protect public health and, if implemented, could disrupt competition, severely limit our ability to market and sell our products (including our RRPs) to adult smokers, or increase illicit trade. We advocate for measures that would accelerate switching to better alternatives to continued smoking and embrace a regulatory framework that recognizes a risk continuum of tobacco and other nicotine-containing products.
Certain measures are discussed in more detail below and in the Reduced-Risk Products (RRPs) section.
Fiscal Challenges: Excessive and disruptive excise, sales and other tax increases and discriminatory tax structures are expected to continue to have an adverse impact on our profitability, due to lower consumption and consumer down-trading to non-premium, discount, other low-price or low-taxed combustible tobacco products such as fine cut tobacco and illicit cigarettes. In addition, in certain jurisdictions, some of our combustible products are subject to tax structures that discriminate against premium-price products and manufactured cigarettes. We believe that such tax policies undermine public health by encouraging consumers to turn to illicit trade, and ultimately undercut government revenue objectives, disrupt the competitive environment, and encourage criminal activity. Other jurisdictions have imposed, or are seeking to impose, levies or other taxes specifically on tobacco companies, such as taxes on revenues and/or profits. EU Tobacco Products Directive: InApril 2014 , the EU adopted a significantly revised EU Tobacco Products Directive (TPD), which entered into force inMay 2016 . All Member States have adopted laws transposing the TPD. The TPD sets forth a comprehensive set of regulatory requirements for tobacco products, including:
• health warnings covering 65% of the front and back panels of cigarette
packs, with an option for Member States to further standardize tobacco
packaging, including the introduction of plain packaging;
• a ban on characterizing flavors in some tobacco products, with a
transition period for menthol expiring in May 2020 ;
• security features and tracking and tracing measures that became effective
on
• a framework for the regulation of novel tobacco products and e-cigarettes,
including requirements for health warnings and information leaflets, a
prohibition on product packaging text related to reduced risk, and theintroduction of notification requirements or authorization procedures in
advance of commercialization.
Plain Packaging and Other Packaging Restrictions: Plain packaging legislation bans the use of branding, logos and colors on packaging other than the brand name and variant that may be printed only in specified locations and in a uniform font. To date, plain packaging laws have been adopted in certain markets in all of our operating segments, including the key markets ofAustralia ,France ,Saudi Arabia andTurkey , and are in various degrees of implementation. Some countries, such asCanada ,New Zealand andIsrael , adopted plain packaging regulations that apply to all tobacco products, including RRPs. Other countries are also considering plain packaging legislation. Some countries have adopted, or are considering adopting, packaging restrictions that could have an impact similar to plain packaging. Examples of such restrictions include standardizing the shape and size of packages, prohibiting certain colors or the use of certain descriptive phrases on packaging, and requiring very large graphic health warnings that leave little space for branding. Restrictions and Bans on the Use of Ingredients: The WHO and others in the public health community have recommended restrictions or total bans on the use of some or all ingredients in tobacco products, including menthol. Broad restrictions and ingredient bans would require us to reformulate our American blend tobacco products and could reduce our ability to differentiate these products in the market in the long term. Menthol bans would eliminate the entire category of mentholated tobacco products. TheEuropean Union has banned flavored tobacco products, subject to an exemption untilMay 2020 for menthol. Other countries may follow the EU's approach. For instance,Turkey has banned menthol as ofMay 2020 . Broader ingredient bans have been adopted byCanada andBrazil . InBrazil , an ingredient ban is currently on appeal by a tobacco industry union, of which our Brazilian subsidiary is a member. It is not possible to predict the outcome of these legal proceedings. 30 --------------------------------------------------------------------------------
Bans on Display of Tobacco Products at Retail: In a number of our markets,
including, but not limited to,
Bans and Restrictions on Advertising, Marketing, Promotions and Sponsorships: For many years, the FCTC has called for, and countries have imposed, partial or total bans on tobacco advertising, marketing, promotions and sponsorships, including bans and restrictions on advertising on radio and television, in print and on the Internet. The FCTC's non-binding guidelines recommend that governments prohibit all forms of communication with adult smokers. Restrictions on Product Design: Some members of the public health community are calling for the further standardization of tobacco products by requiring, for example, that cigarettes have a certain minimum diameter, which would amount to a ban on slim cigarettes, or requiring the use of standardized filter and cigarette paper designs. In addition, at its meeting inNovember 2016 , the CoP adopted non-binding guidelines recommending that countries regulate product design features that increase the attractiveness of tobacco products, such as the diameter of cigarettes and the use of flavor capsules. Restrictions on Public Smoking: The pace and scope of public smoking restrictions have increased significantly in most of our markets. Many countries around the world have adopted, or are likely to adopt, regulations that restrict or ban smoking in public and/or work places, restaurants, bars and nightclubs. Some public health groups have called for, and some countries, regional governments and municipalities have adopted or proposed, bans on smoking in outdoor places, as well as bans on smoking in cars (typically, when minors are present) and private homes. Other Regulatory Issues: Some regulators are considering, or in some cases have adopted, regulatory measures designed to reduce the supply of tobacco products. These include regulations intended to reduce the number of retailers selling tobacco products by, for example, reducing the overall number of tobacco retail licenses available or banning the sale of tobacco products within specified distances of certain public facilities.
In a limited number of markets, most notably
The EU Single-Use Plastics Directive, which will require tobacco manufacturers and importers to cover the costs of public collection systems for tobacco product filters, entered into force onJuly 2, 2019 , after which Member States will have two years to transpose it into national law. While we cannot predict the impact of this initiative on our business at this time, we are monitoring developments in this area. Illicit Trade: Illicit tobacco trade creates a cheap and unregulated supply of tobacco products, undermines efforts to reduce smoking prevalence, especially among youth, damages legitimate businesses, stimulates organized crime, increases corruption and reduces government tax revenue. ExcludingChina and theU.S. , illicit trade may account for as much as 10% of global cigarette consumption; this includes counterfeit, contraband and the growing problem of "illicit whites," which are cigarettes legally produced in one jurisdiction for the sole purpose of being exported and illegally sold in another jurisdiction where they have no legitimate market. We estimate that illicit trade in theEuropean Union accounted for approximately 10% of total cigarette consumption in 2019. A number of jurisdictions are considering actions to prevent illicit trade. InNovember 2012 , the FCTC adopted the Protocol to Eliminate Illicit Trade in Tobacco Products (the "Protocol"), which includes supply chain control measures, such as licensing of manufacturers and distributors, enforcement in free trade zones, controls on duty free and Internet sales and the implementation of tracking and tracing technologies. To date, 58 Parties, including theEuropean Union , have ratified it. The Protocol came into force inSeptember 2018 . Parties must now start implementing its measures via national legislation. InOctober 2018 , the first Meeting of the Parties to the Protocol decided to produce a comprehensive report on good practices for the implementation of tracking and tracing systems and to prepare a conceptual framework for global information sharing to combat illicit tobacco trade. We welcome this decision and expect that other Parties will ratify the Protocol. We devote substantial resources to help prevent illicit trade in combustible tobacco products and RRPs. For example, we engage with governments, our business partners and other stakeholders to implement effective measures to combat illicit trade and, in some instances, pursue legal remedies to protect our intellectual property rights. The tracking and tracing regulations for cigarettes and roll-your-own products manufactured or destined for the EU became effective onMay 20, 2019 . The effective date for other tobacco-containing products, including some of our RRPs such as heated tobacco units, isMay 20, 2024 . While we expect that this regulation will increase our operating expenses, we do not expect this increase to be significant. In 2009, our Colombian subsidiaries entered into an Investment and Cooperation Agreement with the national and regional governments ofColombia to promote investment in, and cooperation on, anti-contraband and anti-counterfeit efforts. The agreement provides$200 31 -------------------------------------------------------------------------------- million in funding over a 20-year period to address issues such as combating illegal cigarette trade and increasing the quality and quantity of locally-grown tobacco. InMay 2016 , PMI launched PMI IMPACT, a global initiative that supports third-party projects dedicated to fighting illegal trade and related crimes such as corruption, organized criminal networks and money laundering. The centerpiece of PMI IMPACT is a council of external independent experts in the fields of law, anti-corruption and law enforcement. The experts are responsible for evaluating and approving funding proposals for PMI IMPACT grants. PMI has pledged$100 million to fund projects within PMI IMPACT over three funding rounds.
Reduced-Risk Products (RRPs)
Our Approach to RRPs: We recognize that smoking cigarettes causes serious
diseases and that the best way to avoid the harms of smoking is never to start
or to quit. Nevertheless, it is predicted that over the next decade the number
of smokers will remain largely unchanged from the current estimate of 1.1
billion, despite the considerable efforts to discourage smoking.
Cigarettes burn tobacco, which produces smoke. As a result of the combustion
process, the smoker inhales various toxic substances. In contrast, RRPs do not
burn tobacco and produce an aerosol that contains significantly lower levels of
harmful and potentially harmful constituents ("HPHCs") than found in cigarette
smoke.
For smokers who would otherwise continue to smoke, we believe that RRPs, while
not risk-free, offer a much better consumer choice. Accordingly, our key
strategic priorities are: to develop and commercialize products that present
less risk of harm to adult smokers who switch to those products versus continued
smoking; and to convince current adult smokers who would otherwise continue to
smoke to switch to those products.
We recognize that this transformation from cigarettes to RRPs will take time and
that the speed of transformation will depend in part upon factors beyond our
control, such as the willingness of governments, regulators and other policy
groups to embrace RRPs as a desired alternative to continued cigarette smoking.
We also recognize that our part in this transformation must be funded from our
existing cigarette business. For as long as a significant number of adult
smokers continues to smoke, it is critical that the industry be led by
responsible and ethical manufacturers. Therefore, during the transformation, we
intend to remain a leading international cigarette manufacturer.
We have a range of RRPs in various stages of development, scientific assessment
and commercialization. We conduct rigorous scientific assessments of our RRP
platforms to substantiate that they reduce exposure to HPHCs and, ultimately,
that these products present, are likely to present, or have the potential to
present less risk of harm to adult smokers who switch to them versus continued
smoking. We draw upon a team of expert scientists and engineers from a broad
spectrum of scientific disciplines and our extensive learnings of adult consumer
preferences to develop and assess our RRPs. Our efforts are guided by the
following key objectives:
• to develop RRPs that adult smokers who would otherwise continue to smoke
find to be satisfying alternatives to smoking;
• for those adult smokers, our goal is to offer RRPs with a scientifically
substantiated risk-reduction profile that approaches as closely as
possible that associated with smoking cessation;
• to substantiate the reduction of risk for the individual adult smoker and
the reduction of harm to the population as a whole, based on scientific
evidence of the highest standard that is made available for scrutiny and
review by external independent scientists and relevant regulatory bodies;
and
• to advocate for the development of science-based regulatory frameworks for
the development and commercialization of RRPs, including the communication
of scientifically substantiated information to enable adult smokers to
make better consumer choices.
Our RRP Platforms: Our product development is based on the elimination of
combustion via tobacco heating and other innovative systems for aerosol
generation, which we believe is the most promising path to providing a better
consumer choice for those who would otherwise continue to smoke. We recognize
that no single product will appeal to all adult smokers. Therefore, we are
developing a portfolio of products intended to appeal to a variety of distinct
adult consumer preferences.
Four RRP platforms are in various stages of development and commercialization readiness:
Platform 1 uses a precisely controlled heating device incorporating our IQOS
HeatControl technology, into which a specially designed and proprietary tobacco
unit is inserted and heated to generate an aerosol. We have conducted a series
of clinical studies for this platform, the results of which were included in our
submission to the U.S. Food and Drug Administration ("FDA") described below.
32
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The results of the first six-month term of the 6+6 month exposure response study
were received at the end of 2017, and the related report was completed and
submitted to the FDA in the second quarter of 2018. The study showed that all
eight of the co-primary clinical risk endpoints moved in the same direction in
the group that switched to our Platform 1 product as observed for smoking
cessation, with statistically significant changes in five of the eight endpoints
compared with on-going smoking. The results of the second six-month term of the
6+6 month exposure response study were received for analysis in the second
quarter of 2018; we are analyzing the results, and expect to finalize the report
later this year. In addition, as set out in our submission to the FDA referenced
above, we completed an 18-month combined chronic toxicity and carcinogenicity
study in mice, which was on-going at the time of our FDA submission. We shared
the results with the FDA in August 2018 .
Platform 2 uses a pressed carbon heat source which, when ignited, generates a
nicotine-containing aerosol by heating tobacco. The results of our
pharmacokinetic study (that measured the nicotine pharmacokinetic profile as
well as subjective effects) and of our five-day reduced exposure study indicate
that this platform could be an acceptable substitute for adult smokers who seek
an alternative to cigarettes. The reduced exposure study results showed a
substantial reduction in relevant biomarkers of exposure to the measured HPHCs
in those who switched to Platform 2 compared to those who continued to smoke
cigarettes over a five-day period. The sustainability of this reduction as well
as changes in clinical risk markers were assessed in a three-month reduced
exposure study. The results of this study were received at the end of 2017, and
the related report was finalized in the second quarter of 2018.
Platform 3 provides an aerosol of nicotine salt. We have explored two routes
for this platform, one with electronics and one without, and conducted nicotine
pharmacokinetic studies with both versions. The results of the pharmacokinetic
study related to the version without electronics were received, and the related
report was finalized in the fourth quarter of 2018. The results indicate this
product's potential as an acceptable alternative to continued cigarette smoking
in terms of product satisfaction. We are conducting a product use and adaptation
study in adult smokers and expect the results in 2020.
Platform 4 covers e-vapor products, which are battery-powered devices that
produce an aerosol by vaporizing a nicotine-containing liquid solution. Our
e-vapor products comprise devices using current generation technology and our
new e-vapor mesh technology that addresses certain challenges presented by some
e-vapor products currently on the market. Our IQOS MESH products are designed to
ensure the consistency and quality of the generated aerosol. We conducted a
nicotine pharmacokinetic study in 2017. The results of this study were received
in the second quarter of 2018 for analysis, and the related report was finalized
in the fourth quarter of 2018. The results of this study indicate that IQOS MESH
products are an effective means of nicotine delivery while being a satisfying
alternative for e-cigarette users. In March 2019 , a six-month pre-clinical study
in mice evaluating the impact of e-cigarette vapor on the risks of pulmonary and
cardiovascular disease compared to cigarette smoke was completed; this study did
not pertain to a specific product. The study demonstrated that e-cigarette
vapors induce significantly lower biological responses associated with
cardiovascular and pulmonary diseases compared with cigarette smoke. We will
also initiate a clinical study to measure selected biomarkers of exposure to
HPHCs and assess changes in clinical risk markers.
After we receive the results of our scientific studies mentioned above, in accordance with standard scientific practices, we intend to share the conclusions in scientific forums and to submit them for inclusion in peer-reviewed publications.
The research and development expense for our RRP portfolio accounted for 98%, 92% and 74% of our total research and development expense for the years endedDecember 31, 2019 , 2018 and 2017, respectively. The research and development expense for the years endedDecember 31, 2019 , 2018 and 2017, is set forth in Item 8, Note 14. Additional Information to the consolidated financial statements. Commercialization of RRPs: We are building a new product category and tailor our commercialization strategy to the characteristics of each specific market. We focus our commercialization efforts on consumer retail experience, guided consumer trials and customer care, as well as digital communication programs. In order to accelerate switching to our Platform 1 product, our initial market introductions typically entail one-on-one consumer engagement and introductory device discounts. These initial commercialization efforts require substantial investment, which we believe will moderate over time. In 2014, we introduced our Platform 1 product in pilot city launches inNagoya, Japan , and inMilan, Italy . Since then, we have continuously expanded our commercialization activities, and the product is currently available for sale in 52 markets in key cities or nationwide.
We estimate that only a very small percentage of adult smokers who convert to our Platform 1 product switch back to cigarettes.
We have integrated the production of our heated tobacco units into a number of
our existing manufacturing facilities, are progressing with our plans to build
manufacturing capacity for our other RRP platforms, and continue to optimize our
manufacturing infrastructure.
An adequate supply chain for our RRP portfolio, including the supply of
electronic devices, is important to our business. We work with two electronics
manufacturing service providers for the supply of our Platform 1 and IQOS MESH
devices and a small number of other
33
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providers for other products in our RRP portfolio and related accessories.
Although we work closely with these service providers on monitoring their
production capability and financial health, the commercialization of our RRPs
could be adversely affected if they are unable to meet their commitments. The
production of our RRP portfolio requires various metals, and we believe that
there is an adequate supply of such metals in the world markets to satisfy our
current and anticipated production requirements. However, some components and
materials necessary for the production of our RRPs, including those for the
electronic devices, are obtained from single or limited sources, and can be
subject to industry-wide shortages and price fluctuations. Our inability to
secure an adequate supply of such components and materials could negatively
impact the commercialization of our RRPs.
Our Platform 1 and IQOS MESH devices 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. We discuss product warranties in more detail in Item
8, Note 5. Product Warranty. The significance of warranty claims is dependent on
a number of factors, including device version mix, product failure rates,
logistics and service delivery costs, and warranty policies, and may increase
with the number of devices sold.
Product quality may affect consumer acceptance of our RRPs.
Our commercialization efforts for the other RRP platforms are as follows:
• We currently market our e-vapor products in
2018, we pilot-launched IQOS MESH, one of our Platform 4 products, in
have postponed our planned launch of an improved version of this product
until the third quarter of 2020, when we expect to reach the optimal
capacity for commercialization at scale.
• We completed a small-scale city test of TEEPS, our Platform 2 product,
that we had initiated in
Republic. We are finalizing our improvements to this product and plan to
conduct a consumer test by the end of 2020.
• Depending on the outcome of the use and adaptation study described above
as well as consumer research, we plan to conduct a consumer test of our
Platform 3 product by the end of 2020.
RRP Regulation and Taxation: RRPs contain nicotine and are not risk-free. We
therefore support science-based regulation and taxation of RRPs. Regulation and
taxation should differentiate between cigarettes and products that present, are
likely to present, or have the potential to present less risk of harm to adult
smokers who switch to these products versus continued smoking and should
recognize a continuum of risk for tobacco and other nicotine-containing
products. Regulation should provide minimum standards for all RRP categories and
specific rules for product assessment methodologies, ingredients, labeling and
consumer communication, and should ensure that the public is informed about the
health risks of all combustible and non-combustible tobacco and
nicotine-containing products. Regulation, as well as industry practices, should
reflect the fact that youth should not consume nicotine in any form.
Some governments have banned or are seeking to ban or severely restrict emerging
tobacco and nicotine-containing products such as our RRPs and communication of
truthful and non-misleading information about such products. These regulations
might foreclose or unreasonably restrict adult consumer access even to products
that might be shown to be a better consumer choice than continuing to smoke. We
oppose such blanket bans and unreasonable restrictions of products that have the
potential to present less risk of harm compared to continued smoking. By
contrast, we support regulation that sets clear standards for all RRP categories
and propels innovation to benefit adult smokers who would otherwise continue to
smoke.
In the United States , an established regulatory framework for assessing
"Modified Risk Tobacco Products" and "New Tobacco Products" exists under the
jurisdiction of the FDA. We submitted to the FDA a Modified Risk Tobacco Product
Application ("MRTPA") for our Platform 1 product in December 2016 , and a
Premarket Tobacco Product Application ("PMTA") for our Platform 1 product in
March 2017 .
On April 30, 2019 , the FDA determined that a version of our Platform 1 product
is appropriate for the protection of public health and authorized it for sale in
the United States . The FDA's decision followed its comprehensive assessment of
our PMTA.
The FDA's marketing order does not mean that the agency "approved" our Platform
1 product. The authorization is subject to strict marketing, reporting and
other requirements and is not a guarantee that the product will remain
authorized, particularly if there is a significant uptake in youth initiation.
The FDA will monitor the marketing of the product.
We plan to file a PMTA application for the IQOS 3 device in the coming months.
34
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In May 2017 , the FDA formally accepted and filed our MRTPA for substantive
scientific review and, in June 2017 , the FDA opened the period for the public to
provide comments on our application. The FDA closed the public comment period on
February 11, 2019 . In late 2019, we provided a response to the FDA's request for
clarification regarding our mice study described above. Following our response,
the FDA re-opened a public comment period ending February 24, 2020 .
The FDA referred our MRTPA to the Tobacco Product Scientific Advisory Committee
("TPSAC"). TPSAC held a meeting on January 24 and January 25, 2018 to discuss
our MRTPA. The recommendations and votes of TPSAC are not binding on the FDA. By
regulation, the FDA's decision on our MRTPA will take into account, in addition
to the views of TPSAC, scientific evidence as well as comments, data and
information submitted by interested persons.
The FDA review of our MRTPA is on-going.
Separately, inJuly 2017 , the FDA issued a policy announcement aiming to explore the potential of nicotine reduction in cigarettes in conjunction with the availability of less harmful products that deliver nicotine for adults who choose to use such products. InJuly 2018 , as part of a public consultation procedure, we submitted our views on this topic to the FDA. It is not possible to predict the regulatory measures that may be recommended by the FDA as a result of this policy. In theU.S. , tobacco and nicotine-containing products that were not commercially marketed as ofFebruary 15, 2007 are subject to review and authorization by the FDA. Following a rise in the use of e-vapor products among minors in theU.S. and an outbreak of lung injuries alleged to be associated with the use of certain e-vapor products in many states, onJanuary 2, 2020 , the FDA announced an enforcement policy against the sale of e-vapor products sold without FDA authorization, prioritizing enforcement against the sale of cartridge-based e-vapor products with flavors other than tobacco and menthol, and sale of any nicotine-containing products to minors and where the manufacturer fails to take adequate measures to prevent access by minors. While we do not sell e-vapor products in theU.S. and therefore are not subject to these actions, we continue to support regulation and industry practices that reflect the fact that youth should not consume nicotine in any form.
Future FDA actions may influence the regulatory approach of other governments.
Until recently, there were no countries with specific product standards for heat-not-burn products. EffectiveJuly 2017 andMarch 2018 , respectively,Russia andUkraine adopted standards that set minimum quality and safety requirements for the consumables and defined methods for demonstrating the absence of combustion, and the product standards inKazakhstan that came into force inMarch 2019 also cover devices. In theUAE , a product standard on minimum quality and safety of electronic nicotine-containing products, including heat-not-burn products, was approved inMarch 2019 . EffectiveDecember 2019 ,Jordan adopted a national standard for heat-not-burn products (both devices and consumables), and defined a method for demonstrating the absence of combustion in these products. We expect and encourage other governments to consider similar product standards going forward. In the EU, all EU Member States have transposed the EU Tobacco Products Directive, including the provisions on novel tobacco products, such as heated tobacco units, and e-cigarettes. Most of the EU Member States require a notification submitted six months before the intended placing on the market of a novel tobacco product, while some require pre-market authorizations for the introduction of such products. To date, we have filed a comprehensive dossier summarizing our scientific assessment of our Platform 1 product in over 20 Member States. In addition, inItaly , inApril 2018 , we submitted under recent legislation an application for HEETS, used with the IQOS device, requesting regulatory recognition of the reduction of toxic substances and potential risk reduction resulting from switching to this product compared to continued cigarette smoking. InJanuary 2019 , our application was not granted primarily on the grounds of insufficient data and questions of methodology. Due to the constraints of the review process, we had been unable to supplement the application with all the data we subsequently filed with the FDA and to address methodological questions during the review. We plan to submit a new application where we will clarify the concerns raised by the decision and further strengthen our application by submitting additional evidence that became available since we submitted our first application, consistent with our FDA filing. We are confident that our evidence supports our application.
To date, several governmental agencies have published their scientific findings that analyze the harm-reduction potential of certain RRPs versus continuing smoking, including:
InDecember 2017 , at the request of theU.K. Department of Health andPublic Health England , theU.K. Committee on Toxicity published its assessment of the risk of heat-not-burn products relative to cigarette smoking. This assessment included analysis of scientific data for two heat-not-burn products, one of which was our Platform 1 product. The assessment concluded that, while still harmful to health, 35 -------------------------------------------------------------------------------- compared with the known risks from cigarettes, heat-not-burn products are probably less harmful. Subsequently, inFebruary 2018 ,Public Health England published a report stating that the available evidence suggests that heat-not-burn products may be considerably less harmful than cigarettes and more harmful than e-cigarettes. InMay 2018 , theGerman Federal Institute for Risk Assessment ("BfR") published a study on the Platform 1 aerosol relative to cigarette smoke using the Health Canada Intense Smoking Regimen. BfR found reductions in selected HPHCs in a range of 80-99%. This publication indicates that significant reductions in the levels of selected toxicants are likely to reduce toxicant exposure, which BfR stated might be regarded as a discrete benefit compared to combustible cigarettes. InMay 2018 , theDutch National Institute for Public Health and Environment ("RIVM") published a factsheet on novel tobacco products that heat rather than burn tobacco, focusing on our Platform 1 product. RIVM analyzed the aerosol generated by our Platform 1 product and concluded that the use of this product, while still harmful to health, is probably less harmful than continued smoking. InJune 2018 , theKorean Food and Drug Administration ("KFDA") issued a statement on products that heat rather than burn tobacco. The KFDA tested three heat-not-burn products, one of which was our Platform 1 product. The KFDA confirmed that the levels of the nine HPHCs tested in the aerosol of these products were on average approximately 90% lower compared to those measured in the cigarette smoke of the top five cigarette brands inSouth Korea . However, the KFDA stated that it could not establish that the tested heat-not-burn products are less harmful than cigarettes. InOctober 2018 , our Korean affiliate filed a request with a local court seeking information underlying KFDA's analysis, conclusions and public statements. InAugust 2018 , theScience & Technology Committee of theU.K. House of Commons published a report of its inquiry into e-cigarettes and heat-not-burn products. The report concluded that e-cigarettes are significantly less harmful to health than smoking tobacco. The report also observed that for those smokers who don't accept e-cigarettes, heat-not-burn products may offer a public health benefit despite their relative risk. The report called for a risk-proportionate regulatory environment for both e-cigarettes and heat-not-burn products and noted that e-cigarettes should remain the least taxed, cigarettes the most taxed, with heat-not-burn products falling between the two.The U.K. Committee on Advertising Practice announced the removal of a prohibition of health claims in the advertising of e-cigarettes in theU.K. effectiveNovember 2018 , with a review of the impact of this decision on market practices 12 months thereafter.
In
InJanuary 2019 , scientific media published the results of the study of the China National Tobacco Quality Supervision and Test Centre ("CNTQST") comparing the aerosol generated by our Platform 1 product with cigarette smoke. The CNTQST found that the former contained fewer, and lower levels of, harmful constituents than the latter and concluded that the lower temperature of heating tobacco in our Platform 1 product contributed to the difference. The CNTQST stated that the reduction in emissions of harmful constituents cannot be interpreted as equivalent to a proportionate harm/risk reduction for smokers. We make our scientific findings publicly available for scrutiny and peer review through several channels, including our websites. From time to time, adult consumers, competitors, members of the scientific community, and others inquire into our scientific methodologies, challenge our scientific conclusions or request further study of certain aspects of our RRPs and their health effects. We are committed to a robust and open scientific debate but believe that such debate should be based on accurate and reliable scientific information. We seek to provide accurate and reliable scientific information about our RRPs; nonetheless, we may not be able to prevent third-party dissemination of false, misleading or unsubstantiated information about these products. The dissemination of scientifically unsubstantiated information or studies with a strong confirmation bias by third parties may cause confusion among adult smokers and affect their decision to switch to better alternatives to continued smoking, such as our RRPs. To date, we have been largely successful in demonstrating to regulators that our heated tobacco units are not cigarettes due to the absence of combustion, and as such they are generally taxed either as a separate category or as other tobacco products, which typically yields more favorable tax rates than cigarettes. Although we believe that this is sensible from the public health perspective, we cannot guarantee that regulators will continue this approach.
There can be no assurance that we will succeed in our efforts to replace cigarettes with RRPs or that regulation will allow us to commercialize RRPs in all markets, to communicate about our RRPs, including making scientifically substantiated risk-reduction claims, or to treat RRPs differently from cigarettes.
36
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Legal Challenges to RRPs: We face various administrative and legal challenges
related to certain RRP activities, including allegations concerning product
classification, advertising restrictions, corporate communications, product
coach activities, scientific substantiation, product liability, and unfair
competition. While we design our programs to comply with relevant regulations,
we expect these or similar challenges to continue as we expand our efforts to
commercialize RRPs and to communicate publicly. The outcomes of these matters
may affect our RRP commercialization and public communication activities and
performance in one or more countries.
Our RRP Business Development Initiatives: In December 2013 , we established a
strategic framework with Altria Group, Inc. ("Altria") setting out terms on how
the parties would collaborate to develop and commercialize e-vapor products and
commercialize two of our RRPs in the U.S. In late 2018, Altria announced that it
will participate in the e-vapor category only through another e-vapor company in
which Altria acquired a minority interest. Regarding heat-not-burn products, as
discussed above, the FDA has authorized a version of our Platform 1 product for
sale in the U.S. , and we are seeking authorization for our MRTP submission.
These efforts are not affected by Altria's e-vapor announcement. In September
2019 , Altria's subsidiary, Philip Morris USA Inc. , began commercialization of a
version of our Platform 1 product in the U.S.
In January 2020 , we announced an agreement with KT&G, a leading tobacco and
nicotine company in South Korea , for the commercialization of KT&G's smoke-free
products outside of South Korea on an exclusive basis. For more information,
see Acquisitions and Other Business Arrangements below.
Other Developments: In September 2017 , we announced our support of the
Foundation for a Smoke-Free World . We agreed to contribute $80 million per year
over the next 12 years, as specified in the agreement. We made an initial
contribution of $4.5 million in 2017, the first annual contribution of $80
million in the first quarter of 2018 and the second annual contribution of $80
million in the first quarter of 2019. The Foundation is an independent body and
is governed by its independent Board of Directors. The Foundation's role, as set
out in its corporate charter, includes funding research in the field of tobacco
harm reduction, encouraging measures that reduce the harm caused by smoking, and
assessing the effect of reduced cigarette consumption on the industry value
chain.
Governmental Investigations
From time to time, we are subject to governmental investigations on a range of matters, including tax, customs, antitrust, advertising, and labor practices. We describe certain matters pending inThailand ,Russia andSouth Korea in Item 8, Note 18. Contingencies. InNovember 2010 , aWTO panel issued its decision in a dispute relating to facts that arose fromAugust 2006 betweenthe Philippines andThailand concerning a series of Thai customs and tax measures affecting cigarettes imported by PMThailand intoThailand (see Item 8, Note 18. Contingencies for additional information). TheWTO panel decision, which was upheld by the WTO Appellate Body, concluded thatThailand had no basis to find that PM Thailand's declared customs values and taxes paid were too low, as alleged by the DSI in 2009. The decision also created obligations forThailand to revise its laws, regulations, or practices affecting the customs valuation and tax treatment of future cigarette imports.Thailand agreed inSeptember 2011 to fully comply with the decision byOctober 2012 .The Philippines asserts that to dateThailand has not fully complied with theWTO panel decision.The Philippines has repeatedly expressed concerns with ongoing investigations byThailand of PM Thailand, including those that led to the criminal charges described in Item 8, Note 18. Contingencies, and has commenced two formal proceedings at theWTO to challenge criminal charges against PM Thailand arguing that the criminal charges appear to be based on grounds not supported byWTO customs valuation rules and inconsistent with several decisions already taken by Thai Customs and other Thai governmental agencies. OnNovember 12, 2018 andJuly 12, 2019 , theWTO issued its decisions agreeing withthe Philippines that the criminal charges against PMThailand and its former and current employees in connection with import entries of cigarettes fromthe Philippines andIndonesia , respectively, described in Item 8, Note 18. Contingencies, are inconsistent withWTO customs valuation rules. InJanuary 2019 andSeptember 2019 ,Thailand appealed theWTO's decision related to the criminal charges in connection with import entries of cigarettes fromthe Philippines andIndonesia , respectively. It is not possible to predict any future developments in these proceedings while the WTO Appellate Body is not operational.
Following the categorization ofArgentina by theInternational Practices Task Force of theCenter for Audit Quality as a country with a three-year cumulative inflation rate greater than 100%, the country is considered highly inflationary in accordance withU.S. GAAP. Consequently, we began to account for the operations of our Argentinian affiliates as highly inflationary, and to treat theU.S. dollar as the functional currency of the affiliates, effectiveJuly 1, 2018 . 37
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Asset Impairment and Exit Costs
We discuss asset impairment and exit costs in Item 8, Note 21. Asset Impairment and Exit Costs to our consolidated financial statements.
As part of our transformation to a smoke-free future, we also seek to optimize our organizational design. InJanuary 2020 , we commenced the first phase of a two-phase restructuring project inSwitzerland . This phase may impact approximately 265 existing positions that will be eliminated or relocated, and we initiated consultation procedures for the impacted employees as required under the law. The second phase of this restructuring project is expected to commence in the second quarter of 2020.
Acquisitions and Other Business Arrangements
We discuss our acquisitions in Item 8, Note 6. Acquisitions to our consolidated financial statements.
OnAugust 27, 2019 , we announced that we were in discussions with Altria Group, Inc. regarding a potential all-stock, no premium merger of equals, and onSeptember 25, 2019 , we announced that the merger discussions had ended and that both companies agreed to focus on launching our Platform 1 product inthe United States .
Global Collaboration Agreement with KT&G
InJanuary 2020 , PMI announced a global collaboration agreement with the leading tobacco and nicotine company inSouth Korea , KT&G, to commercialize KT&G's smoke-free products outside of the country. The agreement will run for an initial period of three years. The two companies plan for global collaboration with the intention to actively expand to cover many markets, based on commercial success. The agreement allows PMI to distribute current KT&G smoke-free products, and their evolutions, on an exclusive basis, and does not restrict PMI from distributing its own or third-party products. KT&G's smoke-free product brand portfolio includes heat-not-burn tobacco products (e.g.,Lil Mini and Lil Plus), hybrid technologies that combine heat-not-burn tobacco and e-vapor technologies (e.g., Lil Hybrid), and e-vapor products (e.g., Lil Vapor). PMI will be responsible for the commercialization of smoke-free products supplied under the agreement. Products sold under the agreement will be subject to careful assessment to ensure they meet the regulatory requirements in the markets where they are launched, as well as our standards of quality and scientific substantiation of their harm reduction potential. PMI and KT&G will seek any necessary regulatory approvals that may be required on a market-by-market basis. There are no current plans to commercialize KT&G products inthe United States .
Investments in
We discuss our investments in unconsolidated subsidiaries and equity securities in Item 8, Note 4. Related Parties - Investments in Unconsolidated Subsidiaries,Equity Securities and Other and Item 8, Note 16. Fair Value Measurements to our consolidated financial statements.
We are subject to various trade restrictions imposed bythe United States of America and countries in which we do business ("Trade Sanctions"), including the trade and economic sanctions administered by theU.S. Department of the Treasury's Office of Foreign Assets Control and theU.S. Department of State . It is our policy to comply fully with these Trade Sanctions.
Tobacco products are agricultural products under
A subsidiary sells products to distributors that, in turn, sell those products to duty free customers that supplyU.N . peacekeeping forces around the world, including those in theU.N . peacekeeping mission located in Abyei, a special administrative territory inSudan . We do not believe that these sales, which are not subject to Trade Sanctions, and are de minimis in volume and value, present a material risk to our shareholders, our reputation or the value of our shares. We have no employees, operations or assets in theSudan .
To our knowledge, none of our commercial arrangements results in the governments
of any country identified by the
38
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as a state sponsor of terrorism, nor entities controlled by those governments,
receiving cash or acting as intermediaries in violation of
We do not sell products inIran ,North Korea andSyria . From time to time, we explore opportunities to sell our products in one or more of these countries, as permitted by law. Certain states within theU.S. have enacted legislation permitting or requiring state pension funds to divest or abstain from future investment in stocks of companies that do business with certain countries that are sanctioned by theU.S. We do not believe such legislation has had a material effect on the price of our shares. 2019 compared with 2018
The following discussion compares operating results within each of our operating segments for 2019 with 2018.
Unless otherwise stated, references to total industry, total market, our shipment volume and our market share performance reflect cigarettes and heated tobacco units.European Union : Financial Summary - Change Variance Years Ended Fav./(Unfav.) Fav./(Unfav.) December 31, Excl. Cur- Vol/ Cost/ (in millions) 2019 2018 Total Curr. Total rency Price Mix Other Net Revenues$ 9,817 $ 9,298 5.6 % 11.6 %$ 519 $ (563 ) $ 288 $ 794 $ - Operating Income$ 3,970 $ 4,105 (3.3 )% 4.8 %$ (135 ) $ (330 ) $ 288 $ 587 $ (680 ) Net revenues, excluding unfavorable currency, increased by 11.6%, reflecting a favorable pricing variance, driven principally byFrance andGermany , partly offset byPoland ; and favorable volume/mix, primarily driven by heated tobacco unit and IQOS device volume, notably in theCzech Republic ,Germany ,Greece ,Italy andPoland , partly offset by lower cigarette volume, notably inFrance andItaly , and unfavorable cigarette volume/mix inGermany .
The net revenues of the
Operating income decreased by 3.3%. Excluding asset impairment and exit charges of$342 million in 2019 related to the plant closure inGermany and unfavorable currency of$330 million , operating income increased by 13.1% mainly reflecting: a favorable pricing variance; favorable volume/mix, primarily driven by heated tobacco unit volume, notably in theCzech Republic ,Germany ,Greece ,Italy andPoland , partly offset by lower cigarette volume, notably inFrance andItaly , and unfavorable cigarette volume/mix inGermany ; partially offset by higher manufacturing costs and higher marketing, administration and research costs, notably related to increased investment behind reduced-risk products. 39 --------------------------------------------------------------------------------
Total market, PMI shipment volume and market share performance are shown in the
table below:
European Union Key Data Full-Year
Change
2019 2018 % / pp
Total Market (billion units) 482.5 484.5 (0.4 )%
PMI Shipment Volume (million units)
Cigarettes 174,319 179,622 (3.0 )%
Heated Tobacco Units 12,569 5,977 +100.0%
Total European Union 186,888 185,599 0.7 %
PMI Market Share
Marlboro 18.0 % 18.5 % (0.5 )
L&M 6.7 % 6.9 % (0.2 )
Chesterfield 5.8 % 5.9 % (0.1 )
Philip Morris 2.7 % 2.9 % (0.2 )
HEETS 2.5 % 1.2 % 1.3
Others 3.1 % 3.1 % -
Total European Union 38.8 % 38.5 % 0.3
The estimated total market in the EU decreased by 0.4% to 482.5 billion units,
notably due to:
• France , down by 7.4%, primarily reflecting the impact of significant excise
tax-driven price increases and a higher prevalence of illicit trade;
•
2018 and
•
2018 and the first quarter of 2019;
partly offset by
•
and
•
Our total shipment volume increased by 0.7% to 186.9 billion units, reflecting:
• higher heated tobacco unit shipment volume across the Region (notably
driven by higher market share;
partly offset by
• lower cigarette shipment volume, mainly in
market and lower cigarette market share, as well as
reflecting out-switching to heated tobacco units.
Our Regional market share increased by 0.3 points to 38.8%, with gains in the
40
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Eastern Europe :
Financial Summary - Change Variance
Years Ended Fav./(Unfav.) Fav./(Unfav.)
December 31,
Excl. Cur- Vol/ Cost/
(in millions) 2019 2018 Total Curr. Total rency Price Mix Other
Net Revenues $ 3,282 $ 2,921 12.4 % 16.1 % $ 361 $ (108 ) $ 85 $ 384 $ -Operating Income$ 547 $ 902 (39.4 )% (41.9 )%$ (355 ) $ 23 $ 85 $ 109 $ (572 ) Net revenues, excluding unfavorable currency, increased by 16.1%, reflecting a favorable pricing variance, mainly driven byRussia andUkraine , and favorable volume/mix, predominantly driven by heated tobacco unit and IQOS device volume inRussia andUkraine , and heated tobacco unit volume inKazakhstan , partly offset by unfavorable cigarette volume/mix inRussia and lower cigarette volume inUkraine .
The net revenues of the
Operating income decreased by 39.4%. Excluding the unfavorable impact of$374 million related to theRussia excise and VAT audit charge, and favorable currency of$23 million , operating income decreased by 0.4%, due to: higher marketing, administration and research costs, notably reflecting increased investments behind reduced-risk products (primarily inRussia in support of geographic expansion); and higher manufacturing costs; partly offset by a favorable pricing variance; and favorable volume/mix, predominantly driven by heated tobacco unit volume inKazakhstan ,Russia andUkraine , partly offset by unfavorable cigarette volume/mix inRussia .
The estimated total market inEastern Europe decreased by 5.4% to 397.4 billion units, notably due to: •Russia , down by 5.2%, primarily reflecting the impact of price increases, as
well as an increase in the prevalence of illicit trade; and
•
price increases, as well as an increase in the prevalence of illicit trade;
partly offset by
•
Our Regional market share increased by 1.6 points to 28.7%.
PMI Shipment Volume (million units) Full-Year
2019 2018 Change
Cigarettes 100,644 108,718 (7.4 )%
Heated Tobacco Units 13,453 4,979 +100.0%
Total Eastern Europe 114,097 113,697 0.4 %
PMI's total shipment volume increased by 0.4% to 114.1 billion units, notably
reflecting:
• Kazakhstan , up by 11.6%, reflecting the higher total market and a higher
market share of heated tobacco units;
partly offset by
•
higher market share of heated tobacco units.
41--------------------------------------------------------------------------------
Middle East &Africa : Financial Summary - Change Variance Years Ended Fav./(Unfav.) Fav./(Unfav.)December 31 , Excl. Cur- Vol/ Cost/ (in millions) 2019 2018 Total Curr. Total rency Price Mix Other Net Revenues$ 4,042 $ 4,114 (1.8 )% 2.2 %$ (72 ) $ (162 ) $ 207 $ (113 ) $ (4 ) Operating Income$ 1,684 $ 1,627 3.5 % 6.8 %$ 57 $ (53 ) $ 207 $ (128 ) $ 31 Net revenues, excluding unfavorable currency, increased by 2.2%, mainly reflecting: a favorable pricing variance, primarily driven byEgypt , the GCC, PMI Duty Free andTurkey , partly offset byMorocco ; partially offset by unfavorable volume/mix, mainly due to heated tobacco unit and cigarette volume in PMI Duty Free, as well as cigarette volume inKuwait , partly offset by favorable cigarette volume inEgypt and favorable cigarette volume/mix inAlgeria andSaudi Arabia .
The net revenues of the
Operating income, excluding unfavorable currency, increased by 6.8%, mainly reflecting a favorable pricing variance; lower manufacturing costs; and lower marketing, administration and research costs, notably in the GCC; partly offset by unfavorable volume/mix, mainly due to the same factors as for net revenues noted above.
The estimated total market in theMiddle East &Africa was essentially flat at 592.4 billion units, notably reflecting: •Algeria , up by 7.0%, partly reflecting the timing of estimated trade
inventory movements in 2019 compared to 2018; and
•
movements in 2019 related to anticipated price increases;
offset by • Duty Free, down by 1.6%, mainly reflecting lower purchases by travelers to
•
tax-driven price increases in 2019.
Our Regional market share decreased by 0.2 points to 23.5%.
PMI Shipment Volume (million units) Full-Year
2019 2018 Change
Cigarettes 134,568 136,605 (1.5 )%
Heated Tobacco Units 2,654 3,403 (22.0 )%
Total Middle East & Africa 137,222 140,008 (2.0 )%
Our total shipment volume decreased by 2.0% to 137.2 billion units, notably in: • PMI Duty Free, down by 7.0%. Excluding the net unfavorable impact of
estimated distributor inventory movements of 0.4 billion units, PMI's
in-market sales decline was 4.6%, mainly reflecting lower market share and
the lower total market; and
•
by the timing of retail price increases in
competition;
partly offset by
•
as well as the higher total market; and
42--------------------------------------------------------------------------------
•
distributor inventory movements of 1.5 billion units, mainly attributable to
the timing of shipments compared to 2018, PMI's in-market sales grew by 4.1%,
primarily reflecting higher market share.
South & Southeast Asia :
Financial Summary - Change Variance
Years Ended Fav./(Unfav.) Fav./(Unfav.)
December 31 ,
Excl. Cur- Vol/ Cost/
(in millions) 2019 2018 Total Curr. Total rency Price Mix Other
Net Revenues $ 5,094 $ 4,656 9.4 % 9.6 % $ 438 $ (10 ) $ 583 $ (135 ) $ -
Operating Income $ 2,163 $ 1,747 23.8 % 22.8 % $ 416 $ 17 $ 583 $ (99 ) $ (85 )
Net revenues, excluding unfavorable currency, increased by 9.6%, reflecting: a
favorable pricing variance, principally driven by Indonesia and the Philippines ,
partly offset by unfavorable volume/mix, largely due to Indonesia , partly offset
by favorable volume in India and Thailand , as well as favorable mix in the
Philippines .
Operating income increased by 23.8%. Excluding asset impairment and exit costs
of $20 million related to a plant closure in Pakistan in the first quarter of
2019 as part of our global manufacturing infrastructure optimization, and
favorable currency of $17 million , operating income increased by 24.0%, mainly
reflecting: a favorable pricing variance and lower manufacturing costs, partly
offset by unfavorable volume/mix, reflecting the same factors as for net
revenues noted above, and higher marketing, administration and research costs,
partly due to the Philippines .
South &
The estimated total market in South &Southeast Asia decreased by 1.2% to 738.1 billion units, notably due to: •Pakistan , down by 14.0%, mainly reflecting the impact of excise tax-driven
price increases;
•
increases in the below premium segment in the fourth quarter of 2018, as well
as price increases in the third quarter of 2019; and
•
price increases;
partly offset by
•
2019; and
•
Our Regional market share decreased by 0.1 point to 23.7%.
PMI Shipment Volume (million units) Full-Year
2019 2018 Change
Cigarettes 174,934 178,469 (2.0 )%
Heated Tobacco Units - - - %
Total South & Southeast Asia 174,934 178,469 (2.0 )%
Our total shipment volume decreased by 2.0% to 174.9 billion units, notably due
to:
• Indonesia , down by 2.9%, mainly reflecting lower market share, primarily due
to the widened retail price gap of Sampoerna A to competitive brands
following its price increase in
total market;
•
offset by higher market share driven by favorable retail price gaps with
competitors' brands; and
43--------------------------------------------------------------------------------
•
partly offset by higher market share, notably of
partly offset by
•
continued strong performance of L&M 7.1 and the favorable impact of
distribution expansion in 2018, as well as the higher total market.
East Asia & Australia :
Financial Summary - Change Variance
Years Ended Fav./(Unfav.) Fav./(Unfav.)
December 31 ,
Excl. Cur- Vol/ Cost/
(in millions) 2019 2018 Total Curr. Total rency Price Mix Other
Net Revenues $ 5,364 $ 5,580 (3.9 )% (3.4 )% $ (216 ) $ (26 ) $ 230 $ (420 ) $ -
Operating Income $ 1,932 $ 1,851 4.4 % 2.4 % $ 81 $ 37 $ 230 $ (292 ) $ 106
Net revenues, excluding unfavorable currency, decreased by 3.4%, reflecting:
unfavorable volume/mix, mainly due to lower cigarette volume in Australia , Japan
and Korea , lower IQOS device volume in Japan , and lower heated tobacco unit
volume and IQOS device volume in Korea , partly offset by higher heated tobacco
unit volume in Japan . The unfavorable volume/mix was partly offset by a
favorable pricing variance, predominantly driven by Australia and Japan .
The net revenues of the
Operating income, excluding favorable currency, increased by 2.4%, mainly reflecting: a favorable pricing variance and lower manufacturing costs, primarily related toJapan andKorea , partly offset by unfavorable volume/mix, mainly reflecting the same drivers as for net revenues noted above, as well as higher marketing, administration and research costs.
The estimated total market inEast Asia &Australia , excludingChina , decreased by 4.0% to 299.2 billion units, notably due to: •Australia , down by 5.9%, or by 8.9% excluding the impact of estimated trade
inventory movements, mainly reflecting the impact of excise tax-driven retail
price increases;
•
excise tax-driven retail price increases, as well as out-switching to the
cigarillo category;
•
category, partly offset by the growth of the heat-not-burn category; and
•
tax-driven retail price increases in
prevalence of illicit trade.
Our Regional market share, excluding
PMI Shipment Volume (million units) Full-Year
2019 2018 Change
Cigarettes 49,951 56,163 (11.1 )%
Heated Tobacco Units 30,677 26,866 14.2 %
Total East Asia & Australia 80,628 83,029 (2.9 )%
PMI's total shipment volume decreased by 2.9% to 80.6 billion units, notably in:
44
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•
unit market share, as well as the lower total market;
partly offset by •Japan , up by 0.3%, reflecting the net favorable impact of estimated
distributor inventory movements of approximately 2.6 billion units (comprised
of approximately 3.4 billion heated tobacco units, partially offset by
approximately 0.8 billion cigarettes), mainly due to a favorable comparison
with 2018 in which IQOS consumable inventories in
Excluding the impact of these inventory movements, PMI's in-market sales
declined by 4.2%, primarily reflecting the lower total market, partly offset
by higher heated tobacco unit market share.
Latin America & Canada :
Financial Summary - Change Variance
Years Ended Fav./(Unfav.) Fav./(Unfav.)
December 31 ,
Excl. Cur- Vol/ Cost/
(in millions) 2019 2018 Total Curr. Total rency Price Mix Other(1)
Net Revenues $ 2,206 $ 3,056 (27.8 )% (25.6 )% $ (850 ) $ (68 ) $ 90 $ (113 ) $ (759 )
Operating Income $ 235 $ 1,145 (79.5 )% (80.7 )% $ (910 ) $ 14 $ 90 $ (89 ) $ (925 )
(1) Unfavorable Cost/Other variance includes the impact of the RBH
deconsolidation.
Note: Net Revenues include revenues from shipments of Platform 1 devices, heated
tobacco units and accessories to Altria Group, Inc., commencing in the third
quarter of 2019, for sale under license in the United States .
Net revenues, excluding unfavorable currency, decreased by 25.6%, predominantly
due to: the unfavorable impact shown in "Cost/Other," resulting from the
deconsolidation of RBH; and unfavorable volume/mix, mainly due to lower
cigarette volume in Argentina and Canada , partly offset by a favorable pricing
variance, notably in Brazil , Canada , Colombia and Mexico , partially offset by
Argentina , mainly due to the adoption of highly inflationary accounting.
The net revenues of the
Operating income decreased by 79.5%. Excluding the loss on deconsolidation of RBH ($239 million ), the Canadian tobacco litigation-related expense ($194 million ), asset impairment and exit costs ($60 million ) related to plant closures inArgentina andColombia as part of our global manufacturing infrastructure optimization, and favorable currency ($14 million ), operating income decreased by 37.6%. This decline was predominantly due to the unfavorable impact, shown in "Cost/Other," resulting from the deconsolidation of RBH; an unfavorable volume/mix, mainly due to lower cigarette volume inArgentina andCanada , partially offset by a favorable pricing variance, lower manufacturing costs and lower marketing, administration and research costs.
The estimated total market inLatin America &Canada decreased by 4.3% to 194.1 billion units, notably due to: •Argentina , down by 4.6%, primarily due to the impact of cumulative price
increases and the impact of the economic downturn as of the second half of
2018;
•
increases, as well as the growing prevalence of e-vapor products; and
•
socioeconomic environment and the impact of inflation-driven price increases.
Our Regional market share decreased by 0.4 points to 36.9%.
45
--------------------------------------------------------------------------------PMI Shipment Volume (million units) Full-Year
2019 2018 Change
Cigarettes 72,293 80,738 (10.5 )%
Heated Tobacco Units 299 147 +100.0%
Total Latin America & Canada 72,592 80,885 (10.3 )%
Our total shipment volume decreased by 10.3% to 72.6 billion units, or by 5.2%
excluding the impact of the RBH deconsolidation, notably due to:
•
as lower market share; and
•
2018 compared with 2017 For a discussion comparing our consolidated operating results within each of our operating segments for the year endedDecember 31, 2018 , with the year endedDecember 31, 2017 , refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Operating Results by Business Segment in our Annual Report on Form 10-K for the year endedDecember 31, 2018 , which was filed with theU.S. Securities and Exchange Commission onFebruary 7, 2019 . Financial Review [[Image Removed: chart-7afa3067cb17c8da6dc.jpg]][[Image Removed: chart-6a2df93042cb84ab17b.jpg]][[Image Removed: chart-5cdaf24be4761f417f9.jpg]] For the Years Ended December
31,
(in millions) 2019 2018
2017
Net cash provided by operating activities
(1,811 ) (998 ) (3,083 )
Net cash used in financing activities (8,061 ) (9,651 ) (2,769 )
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2019 compared with 2018
• Net Cash Provided by Operating Activities
Net cash provided by operating activities of$10.1 billion for the year endedDecember 31, 2019 , increased by$0.6 billion from the comparable 2018 period. Excluding unfavorable currency movements of$1.0 billion , net cash provided by operating activities increased by$1.6 billion , due to lower working capital requirements of$1.3 billion and other movements of$0.3 billion . The unfavorable currency movements represented the impacts on net earnings coupled with the currency impacts on subsidiary working capital movements and the related inter-company positions from the fluctuations of theU.S. dollar in 2018 and 2019, especially against the Euro, Mexican peso, Russian ruble and Turkish lira. The lower working capital requirements were primarily due to higher cash provided by accrued liabilities and other current assets related to the timing of excise tax-paid inventory movements and excise tax payments, and higher cash provided by accounts payable reflecting a combination of extended payment terms from vendors in 2019 and higher 2018 payments for IQOS device purchases in the fourth quarter of 2017, partially offset by more cash used for accounts receivable primarily due to the timing of cash collections. The other movements of$0.3 billion , excluding currency, was driven by the net impact of the net earnings decline of$0.4 billion adjusted for the add-back of the non-cash items of$0.7 billion , comprised of$0.3 billion related to the 2019 Canadian tobacco litigation-related expense and the 2019 loss on deconsolidation of RBH and$0.4 billion related to the 2019 asset impairment and exit costs. While the asset impairment and exit costs were largely non-cash charges in 2019, approximately$0.2 billion of employee separation costs will be paid by the end of 2021 - see Item 8, Note 21. Asset Impairment and Exit Costs for additional information.
•
Net cash used in investing activities of$1.8 billion for the year endedDecember 31, 2019 , increased by$0.8 billion from the comparable 2018 period. This increase in net cash used in investing activities was due principally to the reduction of cash resulting from the deconsolidation of RBH, partly offset by lower capital expenditures. For further details on deconsolidation of RBH, see Item 8. Note 22. Deconsolidation of RBH. Our capital expenditures were$0.9 billion in 2019 and$1.4 billion in 2018. The 2019 expenditures were primarily related to our ongoing investments in RRPs. We expect total capital expenditures in 2020 of approximately$1.0 billion (including capital expenditures related to our ongoing investment in RRPs), to be funded by operating cash flows.
•
Net cash used in financing activities of$8.1 billion for the year endedDecember 31, 2019 , decreased by$1.6 billion from the comparable 2018 period. The decrease in net cash used in financing activities was due primarily to 2019 proceeds from long-term debt issuances ($3.8 billion proceeds from ourU.S. dollar and Euro debt issuances in 2019) and the purchase of the remaining 49% interest in ourCosta Rican affiliates in 2018, partially offset by higher long-term debt repayments and higher repayments of short-term borrowing. For further details on the purchase of the remaining 49% interest in ourCosta Rican affiliates, see Item 8, Note 6. Acquisitions.
Dividends paid in 2019 and 2018 were
2018 compared with 2017 For a discussion comparing our net cash activities (operating, investing and financing) for the year endedDecember 31, 2018 , with the year endedDecember 31, 2017 , refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Financial Review in our Annual Report on Form 10-K for the year endedDecember 31, 2018 , which was filed with theU.S. Securities and Exchange Commission onFebruary 7, 2019 .
Ÿ Debt and Liquidity
We define cash and cash equivalents as short-term, highly liquid investments,
readily convertible to known amounts of cash that mature within a maximum of
three months and have an insignificant risk of change in value due to interest
rate or credit risk changes. As a policy, we do not hold any investments in
structured or equity-linked products. Our cash and cash equivalents are
predominantly held in demand deposits with institutions that have
investment-grade long-term credit rating. As part of our cash management
strategy and in order to
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manage counterparty exposure, we also enter into reverse repurchase agreements.
Such agreements are collateralized with government or corporate securities held
by a custodial bank and, at maturity, cash is paid back to PMI, and the
collateral is returned to the bank. For 2018, we had an average balance of $0.3
billion , and we had a zero balance at December 31, 2018 . For 2019, the activity
for such reverse repurchase agreements was not material.
We utilize long-term and short-term debt financing, including a commercial paper
program that is regularly used to finance ongoing liquidity requirements, as
part of our overall cash management strategy. Our ability to access the capital
and credit markets as well as overall dynamics of these markets may impact
borrowing costs. We expect that the combination of our long-term and short-term
debt financing, the commercial paper program and the committed credit
facilities, coupled with our operating cash flows, will enable us to meet our
liquidity requirements.
Credit Ratings - The cost and terms of our financing arrangements as well as our
access to commercial paper markets may be affected by applicable credit ratings.
At February 6, 2020 , our credit ratings and outlook by major credit rating
agencies were as follows:
Short-term Long-term Outlook
Moody's P-1 A2 Stable
Standard & Poor's A-1 A Stable
Fitch F1 A Stable
Credit Facilities - On January 31, 2020 , we entered into an agreement to amend
and extend the term of our $2.0 billion 364-day revolving credit facility from
February 4, 2020 , to February 2, 2021 .
At
Committed
Credit
Facilities
364-day revolving credit, expiring
2.5
Multi-year revolving credit, expiring October 1, 2022 3.5
Total facilities $ 8.0 At
All banks participating in our committed credit facilities have an investment-grade long-term credit rating from the credit rating agencies. We continuously monitor the credit quality of our banking group, and at this time we are not aware of any potential non-performing credit provider. All but the$2.0 billion 364-day revolving credit facility in the table above require us to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization ("consolidated EBITDA") to consolidated interest expense of not less than 3.5 to 1.0 on a rolling four-quarter basis. AtDecember 31, 2019 , our ratio calculated in accordance with the agreements was 11.2 to 1.0. These facilities do not include any credit rating triggers, material adverse change clauses or any provisions that could require us to post collateral. We expect to continue to meet our covenants. The terms "consolidated EBITDA" and "consolidated interest expense," both of which include certain adjustments, are defined in the facility agreements previously filed with theU.S. Securities and Exchange Commission . We plan to replace our existing$2.5 billion multi-year revolving credit facility, expiringFebruary 28, 2021 with a new$2.0 billion revolving credit facility expiringFebruary 10, 2025 . The new credit facility, which is expected to close onFebruary 10, 2020 , will not include the consolidated EBITDA to consolidated interest expense ratio covenant discussed above. In addition to the committed credit facilities discussed above, certain of our subsidiaries maintain short-term credit arrangements to meet their respective working capital needs. These credit arrangements, which amounted to approximately$2.7 billion atDecember 31, 2019 , 48 -------------------------------------------------------------------------------- and$3.3 billion atDecember 31, 2018 , are for the sole use of our subsidiaries. Borrowings under these arrangements amounted to$338 million atDecember 31, 2019 , and$730 million atDecember 31, 2018 . Commercial Paper Program - We continue to have access to liquidity in the commercial paper market through programs in place in theU.S. and inEurope having an aggregate issuance capacity of$8.0 billion . AtDecember 31, 2019 , andDecember 31, 2018 , we had no commercial paper outstanding. The average commercial paper balance outstanding during 2019 and 2018 was$2.3 billion and$3.4 billion , respectively. Sale of Accounts Receivable - To mitigate credit risk and enhance cash and liquidity management we sell trade receivables to unaffiliated financial institutions. These arrangements allow us 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 consolidated balance sheets. We sell trade receivables under two types of arrangements, servicing and nonservicing. Our operating cash flows were positively impacted by the amount of the trade receivables sold and derecognized from the consolidated balance sheets, which remained outstanding with the unaffiliated financial institutions. The trade receivables sold that remained outstanding under these arrangements as ofDecember 31, 2019 , 2018 and 2017, were$0.9 billion ,$1.0 billion and$1.1 billion , respectively. The net proceeds received are included in cash provided by operating activities in the consolidated statements of cash flows.
For further details, see Item 8, Note 20. Sale of Accounts Receivable to our consolidated financial statements.
Debt - Our total debt was$31.0 billion atDecember 31, 2019 , and$31.8 billion atDecember 31, 2018 . Our total debt is primarily fixed rate in nature. For further details, see Item 8, Note 7. Indebtedness. The weighted-average all-in financing cost of our total debt was 2.5% in 2019 and 2018. See Item 8, Note 16. Fair Value Measurements to our consolidated financial statements for a discussion of our disclosures related to the fair value of debt. The amount of debt that we can issue is subject to approval by our Board of Directors. OnFebruary 14, 2017 , we filed a shelf registration statement with theU.S. Securities and Exchange Commission , under which we may from time to time sell debt securities and/or warrants to purchase debt securities over a three-year period. DuringFebruary 2020 , we plan to file a new shelf registration statement with theSecurities and Exchange Commission .
Our debt issuances in 2019 were as follows:
(in millions)
Type Face Value Interest Rate Issuance Maturity
U.S. dollar notes (a) $900 2.875% May 2019 May 2024
U.S. dollar notes (b) $750 3.375% May 2019 August 2029EURO notes (c) €500 (approximately$557 ) (d) 0.125% August 2019 August 2026 EURO notes (c) €750 (approximately$835 ) (d) 0.800% August 2019 August 2031 EURO notes (c) €750 (approximately$835 ) (d) 1.450% August 2019 August 2039 (a) Interest on these notes is payable semi-annually in arrears beginning inNovember 2019 . (b) Interest on these notes is payable semi-annually in arrears beginning inAugust 2019 . (c) Interest on these notes is payable annually in arrears beginning inAugust 2020 . (d) USD equivalents for foreign currency notes were calculated based on exchange rates on the date of issuance. The net proceeds from the sale of the securities listed in the table above have been and will be used for general corporate purposes, including repayment of outstanding commercial paper and refinancing of outstanding 2.000% Notes due 2020, outstanding Floating Rate Notes due 2020 and outstanding Euro denominated 1.750% Notes due 2020.
The weighted-average time to maturity of our long-term debt was 10.2 years at the end of 2019 and 9.6 years at the end of 2018.
• Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
We have no off-balance sheet arrangements, including special purpose entities, other than guarantees and contractual obligations discussed below.
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Guarantees - At December 31, 2019 , we were contingently liable for $0.5 billion
of guarantees of our own performance, of which $0.3 billion related to our
obligations under indemnity agreements to enable appeals of customs assessments
against our distributors, and $0.2 billion were primarily related to excise
taxes on the shipment of our products. There is no liability in the consolidated
financial statements associated with these guarantees. At December 31, 2019 , our
third-party guarantees were insignificant.
Aggregate Contractual Obligations - The following table summarizes our
contractual obligations at
Payments Due
2025 and
(in millions) Total 2020 2021-2022 2023-2024 Thereafter
Long-term debt (1) $30,962 $4,051 $5,779 $4,890 $16,242
Interest on borrowings (2) 10,124 877 1,534 1,273 6,440
Operating leases (3) 949 222 286 158 283
Purchase obligations (4):
Inventory and production costs 3,493 2,199 885 409 -
Other 2,180 977 578 213 412
5,673 3,176 1,463 622 412
Other long-term liabilities (5) 1,992 278 408 661 645
$49,700 $8,604 $9,470 $7,604 $24,022
(1) Amounts represent the expected cash payments at the face value of our
long-term debt and finance lease obligations. For further details, see Item 8,
Note 7. Indebtedness to our consolidated financial statements.
(2) Amounts represent the expected cash payments of our interest expense on our
long-term debt, including the current portion of long-term debt. Interest on our
fixed-rate debt is presented using the stated interest rate. Interest on our
variable debt is estimated using the rate in effect at December 31, 2019 .
Amounts exclude the amortization of debt discounts, the amortization of loan
fees and fees for lines of credit that would be included in interest expense in
the consolidated statements of earnings.
(3) Amounts represent the maturity of PMI"s operating lease liabilities, on an
undiscounted basis.
(4) Purchase obligations for inventory and production costs (such as raw
materials, indirect materials and supplies, packaging, co-manufacturing
arrangements, storage and distribution) are commitments for projected needs to
be utilized in the normal course of business. Other purchase obligations include
commitments for marketing, advertising, capital expenditures, information
technology and professional services. Other purchase obligations also include
the expected future contributions to the Foundation for a Smoke-Free World . For
further details see Business Environment-Other Developments. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Amounts represent the minimum commitments under non-cancelable contracts. Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above. (5) Other long-term liabilities consist primarily of transition tax (as discussed in Item 8, Note 11. Income Taxes to our consolidated financial statements), postretirement health care costs, accruals established for employment costs and accruals established for Exit activities (for further details, see Note 21. Asset impairment and Exit Costs). The following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension and postemployment costs, tax contingencies, insurance accruals and other accruals. We are unable to estimate the timing of payments (or contributions in the case of accrued pension costs) for these items. Currently, we anticipate making pension contributions of approximately$77 million in 2020, based on current tax and benefit laws (as discussed in Item 8, Note 13. Benefit Plans to our consolidated financial statements).
Ÿ Equity and Dividends
We discuss our stock awards as of
During 2019, 2018 and 2017, we did not repurchase any shares under a share repurchase program, and we do not presently intend to repurchase shares of our common stock in 2020.
Dividends paid in 2019 were$7.2 billion . During the third quarter of 2019, our Board of Directors approved a 2.6% increase in the quarterly dividend to$1.17 per common share. As a result, the present annualized dividend rate is$4.68 per common share. 50
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Market Risk
Ÿ Counterparty Risk - We predominantly work with financial institutions with strong short- and long-term credit ratings as assigned byStandard & Poor's and Moody's. These banks are also part of a defined group of relationship banks. Non-investment grade institutions are only used in certain emerging markets to the extent required by local business needs. We have a conservative approach when it comes to choosing financial counterparties and financial instruments. As such we do not invest or hold investments in any structured or equity-linked products. The majority of our cash and cash equivalents is currently invested in demand deposits maturing within less than 30 days.
We continuously monitor and assess the credit worthiness of all our counterparties.
Ÿ Derivative Financial Instruments - We operate in markets outside of theU.S. , with manufacturing and sales facilities in various locations throughout the world. Consequently, we use certain financial instruments to manage our foreign currency and interest rate exposure. We use derivative financial instruments principally to reduce our exposure to market risks resulting from fluctuations in foreign exchange and interest rates by creating offsetting exposures. We are not a party to leveraged derivatives and, by policy, do not use derivative financial instruments for speculative purposes. See Item 8, Note 15. Financial Instruments, Item 8, Note 16. Fair Value Measurements and Item 8, Note 19. Balance Sheet Offsetting to our consolidated financial statements for further details on our derivative financial instruments and the related collateral arrangements. Ÿ Value at Risk - We use a value at risk computation to estimate the potential one-day loss in the fair value of our interest-rate-sensitive and foreign currency price-sensitive derivative financial instruments. This computation includes our debt and foreign currency forwards, swaps and options. Anticipated transactions, foreign currency trade payables and receivables, and net investments in foreign subsidiaries, which the foregoing instruments are intended to hedge, were excluded from the computation. The computation estimates were made assuming normal market conditions, using a 95% confidence interval and a one-day holding period using a "parametric delta-gamma" approximation technique to determine the observed interrelationships between movements in interest rates and various currencies and in calculating the risk of the underlying positions in the portfolio. These interrelationships were determined by observing interest rate and forward currency rate movements primarily over the preceding quarter for determining value at risk atDecember 31, 2019 and 2018, and primarily over each of the four preceding quarters for the calculation of average value at risk amounts during each year. Fair Value Impact At (in millions) December 31, 2019 Average High Low
Instruments sensitive to: Foreign currency rates$18 $20 $24 $18 Interest rates$301 $247 $346 $169 Fair Value Impact At (in millions) December 31, 2018 Average High Low Instruments sensitive to: Foreign currency rates$19 $20 $23 $19 Interest rates$142 $132 $152 $96 The value at risk computation is a risk analysis tool designed to statistically estimate the maximum probable daily loss from adverse movements in interest and foreign currency rates under normal market conditions. The computation does not purport to represent actual losses in fair value or earnings to be incurred by us, nor does it consider the effect of favorable changes in market rates. We cannot predict actual future movements in such market rates and do not present these results to be indicative of future movements in market rates or to 51 --------------------------------------------------------------------------------
be representative of any actual impact that future changes in market rates may have on our future results of operations or financial position.
Contingencies
See Item 3 and Item 8, Note 18. Contingencies to our consolidated financial statements for a discussion of contingencies.
Cautionary Factors That May Affect Future Results
Forward-Looking and Cautionary Statements We may from time to time make written or oral forward-looking statements, including statements contained in filings with theSEC , in reports to stockholders and in press releases and investor webcasts. You can identify these forward-looking statements by use of words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Our RRPs constitute a new product category in its early stages that is less predictable than our mature cigarette business. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in or remain invested in our securities. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we are 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 us; any such statement is qualified by reference to the following cautionary statements. We elaborate on these and other risks we face throughout this document, particularly in Item 1A. Risk Factors and Business Environment of this section. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider this discussion of potential risks or uncertainties to be complete. We do not undertake to update any forward-looking statement that we may make from time to time, except in the normal course of our public disclosure obligations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information called for by this Item is included in Item 7, Market Risk.
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