5 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Except for the information relating to the executive officers set forth in Item 10 and the information relating to equity compensation plans set forth in Item 12, the information called for by Items 10-14 is hereby incorporated by reference to PMI’s definitive proxy statement for use in connection with its annual meeting of stockholders to be held on May 4, 2022, that will be filed with the SEC on or about March 24, 2022 (the “proxy statement”), and, except as indicated therein, made a part hereof.
2 unchanged sentences
Name Office Age
−Removed: André Calantzopoulos* Chief Executive Officer 63
−Removed: Massimo Andolina Senior Vice President, Operations 52
+Added: Jacek Olczak Chief Executive Officer 57
Drago Azinovic President, Middle East & Africa Region and PMI Duty Free 59
Emmanuel Babeau Chief Financial Officer 54
−Removed: Werner Barth Senior Vice President, Commercial 56
−Removed: Charles Bendotti Global Head, People & Culture 48
−Removed: Frank de Rooij Vice President, Treasury and Corporate Finance 55
+Added: Werner Barth President Combustibles Category & Global Combustibles Marketing 57
Frederic de Wilde President, European Union Region 54
+Added: Reginaldo Dobrowolski Vice President and Controller 47
Suzanne Rich Folsom Senior Vice President and General Counsel 60
−Removed: Jorge Insuasty Chief Life Sciences Officer 62
Stacey Kennedy President, South and Southeast Asia Region 49
−Removed: King CEO, PMI America 56
−Removed: Michael Kunst Senior Vice President, Commercial Transformation 52
−Removed: Andreas Kurali Vice President and Controller 55
−Removed: Bin Li Chief Product Officer 49
Marco Mariotti President, Eastern Europe Region 57
−Removed: Mario Masseroli President, Latin America and Canada Region 50
−Removed: Deepak Mishra Chief Strategy Officer 49
−Removed: Silke Muenster Chief Diversity Officer 60
−Removed: Jacek Olczak* Chief Operating Officer 56
+Added: Deepak Mishra President.
+Added: Americas Region 50
Paul Riley President, East Asia and Australia Region 56
−Removed: Marian Salzman Senior Vice President, Global Communications 61
−Removed: Gregoire Verdeaux Senior Vice President, External Affairs 48
−Removed: Michael Voegele Chief Technology Officer 48
−Removed: Stefano Volpetti Chief Consumer Officer 49
−Removed: *André Calantzopoulos will become Executive Chairman of the Board of Directors immediately before the 2021 Annual Meeting of Shareholders to be held on May 5, 2021 ("Annual Meeting").
−Removed: Jacek Olczak will succeed Mr.
−Removed: Calantzopoulos as Chief Executive Officer effective immediately after the Annual Meeting.
−Removed: All of the above-mentioned officers, except Mr.
−Removed: Insuasty, Mr.
−Removed: Volpetti, and Mr.
−Removed: Verdeaux, have been employed by us in various capacities over the past five years.
−Removed: The business experience of Mr.
−Removed: Insuasty, Mr.
−Removed: Volpetti, and Mr.
−Removed: Verdeaux for the past five years is summarized below.
−Removed: Babeau joined Philip Morris International Inc.
−Removed: He was formerly Deputy Chief Executive Officer of Schneider Electric.
−Removed: During his tenure at Schneider Electric, Mr.
−Removed: Babeau helped grow the company from an €18 billion market cap to c.
−Removed: €60 billion while transforming the business model and winning industry accolades, including from the Harvard Business Review, which in 2019 cited Schneider Electric as one of the top 15 business transformations of the prior decade.
−Removed: Folsom joined Philip Morris International Inc.
−Removed: in July 2020.
−Removed: She is a former Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP.
−Removed: A veteran general counsel of both public and private companies, and a transformation and restructuring leader, Ms.
−Removed: Folsom most recently served as the General Counsel, Chief Compliance Officer and Senior Vice President, Government Affairs and Global Public Policy at United States Steel Corporation.
−Removed: Insuasty commenced his role at Philip Morris International Inc.
−Removed: in January 2021.
−Removed: He was formerly Global Franchise Head of Immunology, Oncology, and Neurology for Sanofi Genzyme, part of Sanofi S.A.
−Removed: His expertise includes orchestrating significant transformational change within R&D and commercial functions to substantially increase speed and efficiency.
−Removed: He is noted for
−Removed: fostering external collaboration and innovation.
−Removed: Prior to Sanofi, Dr.
−Removed: Insuasty was Global Head of Development, Neuroscience, and Ophthalmology at Novartis International AG.
−Removed: Kunst was appointed to Philip Morris International Inc.
−Removed: in January 2019.
−Removed: He was formerly a Partner at Bain & Company for a decade, leading Bain’s Healthcare Practice in EMEA, and has worked with a broad set of clients on issues related to growth strategy, commercial capability building, change management, and organizational effectiveness.
−Removed: Li joined Philip Morris International Inc.
−Removed: in August 2019, having served in senior executive capacities at Harman International, a subsidiary of Samsung Electronics Co.
−Removed: He is an entrepreneurial leader with a strong technical, product development, and operations background and vast experience in product design and innovation developed within world-class consumer electronics companies.
−Removed: As a forward thinker with a passion for design and technology, he has a proven track record of success in translating the voice of the customer into product development cycles.
−Removed: Mishra joined Philip Morris International Inc.
−Removed: in September 2018.
−Removed: Previously, he was Managing Director, Portfolio Operations at Centerbridge Partners, a private equity firm, where he led commercial, operational, and digital transformation in various business sectors.
−Removed: He is a former Partner of McKinsey & Co, where he supported clients in their transformation projects as part of the Consumer Goods, Retail and Operations leadership team.
−Removed: Salzman joined Philip Morris International Inc.
−Removed: in April 2018.
−Removed: One of the most awarded female marketing executives in North America, she was formerly Chief Executive Officer of Havas PR North America.
−Removed: At Havas, Ms.
−Removed: Salzman also co-created and chaired the Global Collective, the Havas PR operation across several continents.
−Removed: Salzman has authored/co-authored 15 books on topics ranging from current affairs to the commercial workplace.
−Removed: Voegele started at Philip Morris International Inc.
−Removed: in February 2019.
−Removed: Prior to that, he held senior roles at the Adidas Group, most recently as Global Chief Information Officer and part of the core leadership team.
−Removed: He is recognized globally for having initiated the digital transformation of Adidas and making its IT organization and strategy consumer-centric and supportive of innovation.
−Removed: Voegele is noted for implementing large enterprise delivery projects within multinational organizations.
−Removed: Volpetti’s appointment at Philip Morris International Inc.
−Removed: commenced in June 2019.
−Removed: He served as Chief Marketing Officer at Luxottica Group S.p.A before joining Philip Morris International Inc.
−Removed: and has also held executive roles at the Procter & Gamble Company, including as Vice President of a global business unit.
−Removed: Volpetti is a globally acclaimed marketer with broad experience in commercial roles, having obtained a winning track record with consumers in both developed and developing markets.
−Removed: Volpetti specializes in consumer-centric marketing programs, business model transformation, digital acceleration, and disruptive innovation.
−Removed: Verdeaux joined Philip Morris International Inc.
−Removed: in September 2020.
−Removed: He was a former Partner at Hering Schuppner, a strategic communications consulting firm.
−Removed: Prior to this position, he was Group International Policy Director at Vodafone and European Policy Director at Electricité De France (EDF).
−Removed: A veteran of international and domestic politics, he served as Deputy Head of Cabinet of the French President from 2008 to 2011 and has also held senior positions at the United Nations and the European Commission.
+Added: Stefano Volpetti President Smoke-Free Products Category & Chief Consumer Officer 50
+Added: Jacek Olczak – Age 57
+Added: Olczak was appointed as our Chief Executive Officer in May 2021.
+Added: From January 2018 until May 2021, Mr.
+Added: Olczak has served as our Chief Operating Officer, and from August 2012 until January 2018, he served as our Chief Financial Officer.
+Added: He joined the
+Added: Company’s Polish affiliate in 1993 and progressed through various roles in finance and general management positions across Europe, including as Managing Director of PMI’s markets in Poland and Germany and as President of the European Union Region, before being appointed Chief Financial Officer.
+Added: Prior to joining PMI, Mr.
+Added: Olczak worked for BDO, an international network of public accounting, tax, consulting and business advisory firms.
+Added: Drago Azinovic – Age 59
+Added: Azinovic was appointed as our President, Middle East & Africa Region and PMI Duty Free in January 2018.
+Added: From July 2015 until January 2018, Mr.
+Added: Azinovic was our President Eastern Europe, Middle East and Africa and Global Duty Free.
+Added: Azinovic also served as our President of the European Union Region, a position he held from August 2012 to July 2015, as well as the President of Philip Morris Japan, from July 2011 to August 2012.
+Added: Prior to joining Philip Morris Asia Limited in March 2009 as Vice President of Marketing and Sales for Philip Morris International’s Asia Region, Mr.
+Added: Azinovic held a variety of positions at The Procter & Gamble Company ("Procter & Gamble"), a multinational consumer goods company, and Altadis, a tobacco company, and, after the acquisition of Altadis in 2008, at Imperial Tobacco, a tobacco company.
+Added: Emmanuel Babeau – Age 54
+Added: Babeau was appointed as our Chief Financial Officer in May 2020.
+Added: Prior to joining PMI in May 2020, Mr Babeau served as the Deputy Chief Executive Officer of Schneider Electric, an energy and automation digital solutions company.
+Added: In this position he was in charge of Finance and Legal Affairs.
+Added: Babeau joined Schneider Electric in 2009 as Executive Vice President Finance and a member of the Management Board.
+Added: Babeau also served on the board of Sanofi S.A., a French multinational healthcare company, from 2018 to 2020.
+Added: Babeau started his career in 1990 at Arthur Andersen and from 1993 to 2009 he progressed through various positions at Pernod Ricard, a beverage company, the latest being Chief Financial Officer and Group Deputy Managing Director.
+Added: Babeau also served as a non-executive director at Sodexo, a French food services and facilities management company, from January 2016 until December 2021.
+Added: Werner Barth – Age 57
+Added: Barth was appointed as our President Combustibles Category & Global Combustibles Marketing in November 2021.
+Added: Barth joined PMI in 1990 as Marketing Trainee at Philip Morris Germany and throughout his career he progressed through various roles at PMI in marketing, product management, brand supervision and general management.
+Added: Prior to his current position, from 2015 Mr.
+Added: Barth held the role of Senior Vice President, Marketing & Sales, and from 2018, he held the role of Senior Vice President, Commercial.
+Added: Frederic de Wilde – Age 54
+Added: de Wilde was appointed as our President, European Union Region in July 2015.
+Added: de Wilde joined PMI in 1992 as Brand Manager L&M at Philip Morris Belgium and throughout his career he progressed through various roles at PMI in marketing, sales and general management.
+Added: Prior to his current position, from July 2011 until July 2015, Mr.
+Added: de Wilde held the role of Senior Vice President, Marketing & Sales.
+Added: Reginaldo Dobrowolski – Age 47
+Added: Dobrowolski was appointed as our Vice President & Controller in August 2021.
+Added: From May 2019 until August 2021, Mr.
+Added: Dobrowolski was our Vice President Corporate Financial Planning, Data & Reporting.
+Added: Prior to that, Mr.
+Added: Dobrowolski held various roles in our Finance department, including Director Corporate Financial Planning & Reporting from October 2014 until May 2019.
+Added: Suzanne Rich Folsom - Age 60
+Added: Folsom was appointed as our Senior Vice President and General Counsel in July 2020.
+Added: She is responsible for all legal, compliance and governance matters at PMI.
+Added: From March 2019 until July 2020, Ms.
+Added: Folsom was a Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP, a law firm.
+Added: From 2014 to 2018, Ms.
+Added: Folsom served as the General Counsel, Chief Compliance Officer and Senior Vice President, Government Affairs and Global Public Policy at United States Steel Corporation, an American integrated steel producer.
+Added: Folsom is an accomplished C-suite executive and attorney with deep experience advising management and boards of directors.
+Added: Stacey Kennedy – Age 49
+Added: Kennedy was appointed as our President, South and Southeast Asia Region in January 2018.
+Added: From 2015 until her current appointment, Ms.
+Added: Kennedy served as Managing Director for Germany, Austria, Croatia, and Slovenia.
+Added: Kennedy began her career with Philip Morris USA in 1995 as a Territory Sales Manager.
+Added: Throughout her career she held a number of positions of increasing responsibility in sales and general management.
+Added: Marco Mariotti – Age 57
+Added: Mariotti was appointed as our President, Eastern Europe Region in January 2018.
+Added: From 2015 until his current appointment, Mr.
+Added: Mariotti served as Senior Vice President, Corporate Affairs.
+Added: Since joining PMI in 1997, Mr.
+Added: Mariotti has held numerous leadership roles in Argentina and across Europe, such as President, Russia & Belarus, Managing Director Italy and Managing Director Argentina.
+Added: Deepak Mishra - Age 50
+Added: Mishra was appointed as our President, Americas Region in July 2021.
+Added: Mishra joined PMI in September 2018, as Senior Vice President and Chief Strategy Officer.
+Added: From 2014 until September 2018, he was Managing Director, Portfolio Operations at Centerbridge Partners, a private equity firm, where he led commercial, operational, and digital transformation in various business sectors.
+Added: Prior to Centerbridge Partners, Mr.
+Added: Mishra was a Partner at McKinsey & Co., a management consulting firm in London, and part of their Consumer Goods, Retail and Operations leadership teams from 2001 to 2014, supporting clients in the FMCG, retail and private equity industries on commercial and operational transformations.
+Added: Paul Riley – Age 56
+Added: Riley was appointed as our President, East Asia and Australia Region in January 2018.
+Added: From 2015 until his current appointment, Mr.
+Added: Riley served as President of Philip Morris Japan.
+Added: Riley joined Philip Morris Australia in 1988.
+Added: Over the following two decades, he held a number of positions in Australia, Hong Kong, and Japan, before being named Managing Director, Serbia & Montenegro in 2010.
+Added: Riley returned to the Asian Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.
+Added: Stefano Volpetti – Age 50
+Added: Volpetti was appointed as our President Smoke-Free Products Category & Chief Consumer Officer in November 2021.
+Added: Volpetti joined PMI in June 2019 as Chief Consumer Officer.
+Added: From February 2016 until May 2019, Mr.
+Added: Volpetti served as the Vice President & Brand Franchise Leader of a multi-functional, global business unit at Procter & Gamble, a multinational consumer goods company.
+Added: Volpetti spent 22 years at Procter & Gamble, progressing through various roles with increasing responsibility locally in Italy and Mexico, and on a regional level for the European market.
+Added: Volpetti also served as Chief Marketing Officer at Luxottica Group S.p.A, an Italian eyewear conglomerate, in 2015.
Codes of Conduct and Corporate Governance
−Removed: We have adopted the Philip Morris International Code of Conduct, which complies with requirements set forth in Item 406 of Regulation S-K.
−Removed: This Code of Conduct applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
+Added: We have adopted a code of conduct, which we call the Guidebook for Success.
+Added: The Guidebook for Success complies with requirements set forth in Item 406 of Regulation S-K, applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
We have also adopted a code of business conduct and ethics that applies to the members of our Board of Directors.
3 unchanged sentences
Any waiver granted by Philip Morris International Inc.
−Removed: to its principal executive officer, principal financial officer or controller, or any person performing similar functions under the Code of Conduct, or certain amendments to the Code of Conduct, will be disclosed on our website at www.pmi.com.
+Added: to its principal executive officer, principal financial officer or controller, or any person performing similar functions under the Guidebook for Success, or certain amendments to the Guidebook for Success, will be disclosed on our website at www.pmi.com.
The information on our website is not, and shall not be deemed to be, a part of this Report or incorporated into any other filings made with the SEC.
38 unchanged sentences
Notes to Consolidated Financial Statements 72 - 123
−Removed: Report of Independent Registered Public Accounting Firm 116 - 118
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 1358 )
Report of Management on Internal Control Over Financial Reporting 126
4 unchanged sentences
dated January 30, 2008 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 filed February 7, 2008).
+Added: 2.2 — Share Sale and Purchase Agreement by and among Claudio Topco B.V., Bagger-Sorenson & Co.
+Added: A/S and PMI Global Services, Inc., dated June 30, 2021 (portions of this Exhibit 2.1 have been omitted) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed July 7, 2021).
3.1 — Amended and Restated Articles of Incorporation of Philip Morris International Inc.
(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, 2008).
−Removed: 3.2 — Amended and Restated By-Laws of Philip Morris International Inc., effective as of March 5 , 20 20 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed March 6 , 20 20 ).
+Added: 3.2 — Amended and Restated By-Laws of Philip Morris International Inc., effective as of February 4, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 9, 2021).
4.1 — Specimen Stock Certificate of Philip Morris International Inc.
18 unchanged sentences
2, effective as of February 9, 2016, to the Credit Agreement dated as of February 12, 2013, with the lenders named therein and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 28, 2016).
−Removed: Extension Agreement, effective as of October 1, 2016, to the Credit Agreement dated as of October 1, 2015, among Philip Morris International Inc., lenders named therein, Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as F acility A gent, and Citibank, N.A., as S wingline A gent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 31, 2016).
−Removed: 10.11 — Extension Agreement, effective as of October 1, 2017, to the Credit Agreement, dated as of October 1, 2015, among Philip Morris International Inc., the lenders party thereto and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as F acility A gent, and Citibank N.A., as S wingline A gent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 29, 2017).
+Added: Extension Agreement, effective as of October 1, 2016, to the Credit Agreement dated as of October 1, 2015, among Philip Morris International Inc., lenders named therein, Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as Facility Agent, and Citibank, N.A., as Swingline Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 31, 2016).
+Added: 10.11 — Extension Agreement, effective as of October 1, 2017, to the Credit Agreement, dated as of October 1, 2015, among Philip Morris International Inc., the lenders party thereto and Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as Facility Agent, and Citibank N.A., as Swingline Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 29, 2017).
Extension Agreement, effective as of February 6, 2018, to the Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., the lenders named therein, Citibank Europe PLC, UK Branch (formerly, Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 29, 2018).
2 unchanged sentences
10.15 — Credit Agreement, dated as of February 10, 2020, among Philip Morris International Inc., the lenders named therein, Citibank Europe PLC, UK Branch, as Facility Agent, and Citibank, N.A., as Swingline Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 11, 2020).
−Removed: 10.16 — Philip Morris International Inc.
−Removed: Amended and Restated Automobile Policy, dated as of October 1, 2019.
−Removed: 10.17 — Philip Morris International Benefit Equalization Plan, amended and restated (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).*
+Added: 10.16 — Amendment and Extension Agreement, effective February 2, 2021, among PMI, the lenders named therein and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 2, 2021).
+Added: 10.17 — Amendment and Extension Agreement, effective February 10, 2021, among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 2, 2021).
+Added: 10.18 — Credit Agreement, dated as of September 29, 2021, among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.1to the Current Report on Form 8-K filed September 30, 2021).
10.19 — Philip Morris International Inc.
2 unchanged sentences
10.21 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
+Added: 10.22 — Philip Morris International Inc.
+Added: Amended and Restated Automobile Policy, dated as of October 1, 2019 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2020).*
+Added: 10.23 — Philip Morris International Benefit Equalization Plan, amended and restated (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 20 1 9).*
10.24 — Form of Restated Employee Grantor Trust Enrollment Agreement (Executive Trust Arrangement) (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form 10 filed February 7, 2008).
3 unchanged sentences
10.27 — Philip Morris International Inc.
−Removed: 2008 Deferred Fee Plan for Non-Employee Directors.
−Removed: 10.25 — Supplemental Letter to the Employment Agreement (as amended) with André Calantzopoulos .
+Added: 2008 Deferred Fee Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.24 the the Annual Report on Form 10-K for the year ended December 31, 2020).*
+Added: 10.28 — Supplemental Letter to the Employment Agreement (as amended) with André Calantzopoulos (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2020).
The Employment Agreement was previously filed as Exhibit 10.22 to the Registration Statement on Form 10 filed February 7, 2008 and is incorporated by reference to this Exhibit 10.28.
4 unchanged sentences
King, effective June 1, 2020 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*
+Added: 10.31 — Restricted Stock Unit Agreement (2021 Grant) (Martin G.
+Added: King) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 9, 2021).
+Added: 10.32 — Performance Stock Unit Agreement (2021 Grant) (Martin G.
+Added: King) (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 9, 2021).
+Added: 10.33 — Separation Agreement and Release with Martin G.
+Added: King, dated August 16, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 20, 2021).
10.34 — Early Retirement Agreement and Release with Marc S.
−Removed: Firestone, effective November 3, 2020.*
+Added: Firestone, effective November 3, 2020 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2020).*
10.35 — Supplemental Letter to the Employment Agreement (as amended) with Jacek Olczak (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
4 unchanged sentences
10.38 — Employment Agreement with Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 2, 2020).*
+Added: 10.39 — Restricted Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 9, 2021).
+Added: 10.40 — Performance Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 9, 2021).
+Added: 10.41 — Employment Agreement with Frederic de Wilde, effective July 1, 2011 (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.42 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective July 1, 2015 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.43 — Off-Cycle Restricted Stock Unit Agreement (2021 Grant) (Frederic de Wilde) (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.44 — Employment Agreement with Stefano Volpetti, effective June 1, 2019 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.45 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, effective June 1, 2019 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
+Added: 10.46 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, effective November 1, 2021.
10.47 — Restricted Stock Unit Agreement (Vesting in Installments), between Philip Morris International Inc.
−Removed: and Emmanuel Babeau, effective as of May 1, 2020.*
+Added: and Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the year ended December 31, 2020.*
+Added: 10.48 — Supplemental Letter to the Employment Agreement with André Calantzopoulos, effective May 5, 2021 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
+Added: 10.49 — Supplemental Letter to the Employment Agreement with Jacek Olczak, effective May 5, 2021 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
10.50 — Restricted Stock Unit Agreement, between Philip Morris International Inc.
−Removed: and Emmanuel Babeau, effective as of May 1, 2020.*
+Added: and Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2020).*
10.51 — Performance Stock Unit Agreement, between Philip Morris International Inc.
−Removed: and Emmanuel Babeau, effective as of May 1, 2020.*
+Added: and Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2020).*
10.52 — Agreement with Louis C.
Camilleri (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form 10 filed February 7, 2008).
−Removed: 10.37 — Amended and Restated Supplemental Management Employees’ Retirement Plan (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the year ended December 31, 2008).
−Removed: 10.38 — Supplemental Equalization Plan, amended and restated as of June 29, 2015 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
10.53 — Form of Supplemental Equalization Plan Employee Grantor Trust Enrollment Agreement (Secular Trust) (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2008).
3 unchanged sentences
10.56 — Philip Morris International Inc.
−Removed: Tax Return Preparation Services Policy (incorporated by reference to Exhibit 10.51 to the Annual Report on Form 10-K for the year ended December 31, 2014).
+Added: Tax Return P reparation Services Policy (incorporated by reference to Exhibit 1 0.51 to the Annual Report on Form 10-K for the year ended December 31, 2014).*
10.57 — Form of Restricted Stock Unit Agreement (2019 Grants) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 12, 2019).
6 unchanged sentences
23 — Consent of independent registered public accounting firm.
−Removed: 24 — Powers of attorney .
31.1 — Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
PHILIP MORRIS INTERNATIONAL INC.
−Removed: /s/ A NDRÉ C ALANTZOPOULOS
−Removed: (André Calantzopoulos
+Added: /s/ JACEK OLCZAK
+Added: (Jacek Olczak
Chief Executive Officer)
February 11, 2022
+Added: POWER OF ATTORNEY
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacek Olczak, Emmanuel Babeau, and Darlene Quashie Henry and each of them, acting individually, as his or her true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K for the year ended December 31, 2021, and other documents in connection herewith and therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection herewith and therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:
Signature Title Date
−Removed: /s/ ANDRÉ CALANTZOPOULOS Chief Executive Officer February 9, 2021
−Removed: (André Calantzopoulos)
+Added: /s/ JACEK OLCZAK Chief Executive Officer and Director February 11, 2022
+Added: (Jacek Olczak)
/s/ EMMANUEL BABEAU Chief Financial Officer February 11, 2022
(Emmanuel Babeau)
−Removed: /s/ ANDREAS KURALI Vice President and Controller February 9, 2021
−Removed: (Andreas Kurali)
+Added: /s/ REGINALDO DOBROWOLSKI Vice President and Controller February 11, 2022
+Added: (Reginaldo Dobrowolski)
+Added: /s/ ANDRÉ CALANTZOPOULOS Executive Chairman February 11, 2022
+Added: (André Calantzopoulos)
+Added: /s/ BONIN BOUGH Director February 11, 2022
+Added: (Bonin Bough)
+Added: /s/ MICHEL COMBES Director February 11, 2022
(Michel Combes)
+Added: JUAN JOSÉ DABOUB Director February 11, 2022
+Added: (Juan José Daboub)
+Added: /s/ WERNER GEISSLER
+Added: Director February 11, 2022
(Werner Geissler)
+Added: Director February 11, 2022
+Added: /s/ JUN MAKIHARA
+Added: Director February 11, 2022
(Jun Makihara)
+Added: /s/ KALPANA MORPARIA
+Added: Director February 11, 2022
(Kalpana Morparia)
+Added: Director February 11, 2022
+Added: /s/ FREDERIK PAULSEN Director February 11, 2022
(Frederik Paulsen)
−Removed: POLET Directors
−Removed: /s/ ANDRÉ CALANTZOPOULOS February 9, 2021
−Removed: (André Calantzopoulos
−Removed: Attorney-in-fact)
+Added: /s/ ROBERT B.
+Added: Director February 11, 2022
+Added: /s/ DESSISLAVA TEMPERLEY
+Added: Director February 11, 2022
+Added: (Dessislava Temperley)
+Added: /s/ SHLOMO YANAI
+Added: Director February 11, 2022
+Added: (Shlomo Yanai)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.