Item 2.03.               Creation of a Direct Financial Obligation or an Obligation under an
                         Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on May 11, 2022, Philip Morris International Inc. (the "Company") entered into that certain 364-day bridge credit agreement (as amended or modified from time to time prior to the date hereof, the "Bridge Credit Agreement") among the Company, the lenders from time to time party thereto and Citibank Europe PLC, UK Branch as facility agent, in connection with the Company's all-cash recommended public offer to the shareholders of Swedish Match AB, a public limited liability company organized under the laws of the Kingdom of Sweden ("Swedish Match"), for all the outstanding shares of Swedish Match (the "Offer"). On June 23, 2022, the Company entered into that certain term loan credit agreement (as amended or modified from time to time prior to the date hereof, the "Term Loan Credit Agreement") among the Company, the lenders from time to time party thereto and Citibank Europe PLC, UK Branch as facility agent, also in connection with the Offer.

In connection with the consummation of the Offer, on November 7, 2022, the Company delivered notices of borrowing for aggregate advances of $7.9 billion under the Bridge Credit Agreement and notices of borrowing providing an advance under a three-year loan of €3.0 billion (approximately $3.0 billion) and a five-year loan of €2.5 billion (approximately $2.5 billion) under the Term Loan Credit Agreement. Further information regarding the Bridge Credit Agreement and the Term Loan Credit Agreement is set forth in the Company's Current Reports on Form 8-K filed on May 11, 2022, and June 28, 2022, respectively, as well as the Company's Current Report on Form 8-K filed on September 2, 2022, each of which is incorporated herein by reference.




Item 7.01.     Regulation FD Disclosure.

On November 7, 2022, the Company issued a press release announcing that Philip Morris Holland Holdings B.V., an affiliate of the Company, completed its offer for Swedish Match and will become the owner of the 82.59% of Swedish Match shares (excluding 4,285,810 treasury shares held by Swedish Match) tendered in the Offer through November 4, 2022. The press release also announced the extension of the offer period for shareholders of Swedish Match who had not tendered their shares through November 4, 2022, and a price adjustment during the extension period due to a scheduled Swedish Match dividend. The foregoing is qualified in its entirety by the full text of the press release, which is filed as Exhibit 99.1 to this Current Report on 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.




Item 9.01.     Financial Statements and Exhibits.



(d)   Exhibits.


99.1                  Philip Morris International Inc. Press Release, dated     November     7    ,
                    2022 (furnished pursuant to Item     7    .0    1    ).



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

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