What changed in this filing

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Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 87 added, 58 removed, 261 unchanged (36% of the section changed)

3 unchanged sentences

There have been no changes in PMI’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, PMI’s internal control over financial reporting.

In connection with the acquisition of Swedish Match, management is in the process of analyzing, evaluating and where necessary, implementing changes in controls and procedures.

This may result in additions or changes to PMI’s internal control over financial reporting.

The Swedish Match acquisition has been excluded from the Report of Management on Internal Control over Financial Reporting as of December 31, 2022.

The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are included in Item 8.

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Jacek Olczak Chief Executive Officer 58

Drago Azinovic President, Middle East & Africa Region and PMI Duty Free 59

Massimo Andolina President, Europe Region 54

Emmanuel Babeau Chief Financial Officer 55

Werner Barth President, Combustibles Category & Global Combustibles Marketing 58

Frederic de Wilde President, European Union Region 54

Lars Dahlgren President, Smoke-Free Oral Products & Chief Executive Officer Swedish Match 52

Frederic de Wilde President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region 55

Reginaldo Dobrowolski Vice President and Controller 48

Suzanne Rich Folsom Senior Vice President and General Counsel 61

Stacey Kennedy President, South and Southeast Asia Region 49

Marco Mariotti President, Eastern Europe Region 57

Deepak Mishra President.

Americas Region 50

Paul Riley President, East Asia and Australia Region 56

Stacey Kennedy President, Americas Region & CEO of PMI's U.S.

Paul Riley President, East Asia, Australia, and PMI Duty Free Region 57

Stefano Volpetti President, Smoke-Free Products Category & Chief Consumer Officer 51

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From January 2018 until May 2021, Mr.

Olczak has served as our Chief Operating Officer, and from August 2012 until January 2018, he served as our Chief Financial Officer.

He joined the

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.

Olczak has served as our Chief Operating Officer, and from August 2012 until December 31, 2017, he served as our Chief Financial Officer.

He joined PMI’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.

Prior to joining PMI, Mr.

Olczak worked for BDO, an international network of public accounting, tax, consulting and business advisory firms.

Drago Azinovic – Age 59

Azinovic was appointed as our President, Middle East & Africa Region and PMI Duty Free in January 2018.

From July 2015 until January 2018, Mr.

Azinovic was our President Eastern Europe, Middle East and Africa and Global Duty Free.

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.

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.

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.

Massimo Andolina – Age 54

Andolina was appointed as our President, Europe Region in January 2023, prior to which he served as our Senior Vice President, Operations since January 2018.

He joined PMI in 2008 as Director, Operations Planning, and has held several various roles at PMI, including Vice President, Operations of Latin America & Canada Region from December 2010 to July 2013;

Vice President, EU Operations, from August 2013 to June 2016;

and Vice President, PMI Transformation from July 2016 to December 2017.

Prior to joining PMI, Mr.

Andolina held a variety of international positions in strategic marketing and general management for Tetra Pak International and in operations for R.J.

Reynolds International.

Emmanuel Babeau – Age 55

Babeau was appointed as our Chief Financial Officer in May 2020.

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.

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.

In this position, he was in charge of Finance and Legal Affairs.

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Babeau also served as a non-executive director at Sodexo, a French food services and facilities management company, from January 2016 until December 2021.

He currently sits on the board of Davide Campari-Milano N.V.

Werner Barth – Age 58

3 unchanged sentences

Barth held the role of Senior Vice President, Marketing & Sales, and from 2018, he held the role of Senior Vice President, Commercial.

Lars Dahlgren – Age 52

Dahlgren was appointed as our President Smoke Free Oral Products and CEO Swedish Match in January 2023.

Prior to PMI’s acquisition of Swedish Match, he served as President and Chief Executive Officer of Swedish Match since June 2008, and as its Chief Financial Officer and Senior Vice President from July 2004 until June 2008.

Prior to that, from April 2004 to July 2004, he was Acting Chief Financial Officer and Vice President of Finance at Swedish Match.

Dahlgren joined Swedish Match in 1996 and has been a member of its Group Management Team since 2004.

Frederic de Wilde – Age 55

de Wilde was appointed as our President, European Union Region in July 2015.

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.

Prior to his current position, from July 2011 until July 2015, Mr.

de Wilde was appointed as our President, South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Regions in January 2023, prior to which he served as President, European Union Region from July 2015.

From July 2011 until July 2015, Mr.

de Wilde held the role of Senior Vice President, Marketing & Sales.

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.

Reginaldo Dobrowolski – Age 48

Dobrowolski was appointed as our Vice President & Controller in August 2021.

Dobrowolski was appointed as our Vice President and Controller in August 2021.

From May 2019 until August 2021, Mr.

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From March 2019 until July 2020, Ms.

Folsom was a Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP, a law firm.

Folsom was a Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP, a U.S.

From 2014 to 2018, Ms.

2 unchanged sentences

Stacey Kennedy – Age 50

Kennedy was appointed as our President, South and Southeast Asia Region in January 2018.

From 2015 until her current appointment, Ms.

Kennedy was appointed as our President, Americas Region & CEO of PMI's U.S.

Business in January 2023.

Previously, she served as our President, South and Southeast Asia Region from January 2018.

From 2015 until 2018, Ms.

Kennedy served as Managing Director for Germany, Austria, Croatia, and Slovenia.

Kennedy began her career with Philip Morris USA in 1995 as a Territory Sales Manager.

Throughout her career she held a number of positions of increasing responsibility in sales and general management.

Marco Mariotti – Age 57

Mariotti was appointed as our President, Eastern Europe Region in January 2018.

From 2015 until his current appointment, Mr.

Mariotti served as Senior Vice President, Corporate Affairs.

Since joining PMI in 1997, Mr.

Mariotti has held numerous leadership roles in Argentina and across Europe, such as President, Russia & Belarus, Managing Director Italy and Managing Director Argentina.

Deepak Mishra - Age 50

Mishra was appointed as our President, Americas Region in July 2021.

Mishra joined PMI in September 2018, as Senior Vice President and Chief Strategy Officer.

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.

Prior to Centerbridge Partners, Mr.

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.

Throughout her career, she held a number of positions of increasing responsibility in commercial and general management.

Paul Riley – Age 57

Riley was appointed as our President, East Asia and Australia Region in January 2018.

From 2015 until his current appointment, Mr.

Riley was appointed as our President, East Asia, Australia, and PMI Duty Free Region in January 2023.

Previously, he served as our President, East Asia and Australia Region from January 2018.

From 2015 until 2018, Mr.

Riley served as President of Philip Morris Japan.

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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.

Riley returned to the Asian Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.

Riley returned to the Asia Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.

Stefano Volpetti – Age 51

5 unchanged sentences

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

We have adopted a code of conduct, which we call the Guidebook for Success.

Codes of Ethics and Corporate Governance

We have adopted a code of ethics, which we call the Guidebook for Success.

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.

4 unchanged sentences

Any waiver granted by Philip Morris International Inc.

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.

to its principal executive officer, principal financial officer or controller, or any person performing similar functions under our code of ethics, or certain amendments to the code of ethics, 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.

Also refer to Board Operations and Governance—Committees of the Board , Election of Directors—Process for Nominating Directors and Election of Directors—Director Nominees and Stock Ownership Information—Delinquent Section 16(a) Reports sections of the proxy statement.

Executive Compensation.

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Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021

and 2019 69 - 70

Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended

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(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, 2008).

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).

3.2 — Amended and Restated By-Laws of Philip Morris International Inc., effective as of September 13, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed Sepember 19, 2022).

4.1 — Specimen Stock Certificate of Philip Morris International Inc.

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4.4 — Description of Debt Securities.

4.6 — The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request.

10.1 — Employee Matters Agreement between Altria Group, Inc.

15 unchanged sentences

Extension Agreement, effective as of February 5, 2019, 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, 2019).

10.14 — Amendment and Extension Agreement, effective February 4, 2020, among Philip Morris International Inc., each lender 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 February 3, 2020).

10.14 — Amendment and Extension Agreement, effective February 4, 2020, to the Credit Agreement, dated as of February 12, 2013, among Philip Morris International Inc., each lender 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 February 3, 2020).

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).

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).

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).

10.16 — Amendment and Extension Agreement, effective February 2, 2021, to the Credit Agreement, dated as of February 12, 2013, 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).

10.17 — Amendment and Extension Agreement, effective February 10, 2021, to the Credit Agreement, dated as of February 1 0 , 20 20 , 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).

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 — Amendment and Extension Agreement, effective February 1, 2022, to the Credit Agreement, dated as of February 12, 2013, 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 1, 2022).

10.20 — Amendment and Extension Agreement, effective February 10, 2022, to the Credit Agreement, dated as of February 10, 2020, 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 1, 2022).

10.21 — Credit Agreement, dated May 11, 2022, among PMI, the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 11, 2022).

10.22 — Credit Agreement relating to the Term Loan Facility, am ong PMI , the lenders named therein and Citibank Europe PLC, UK Branch, as facility agent, dated June 23, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 28, 2022).

10.23 — Amendment to the Bridge Credit Agreement, dated September 2, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 2, 2022).

10.24 — Amendment to the Term Loan Credit Agreement, dated September 2, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 2, 2022).

10.25 — Amendment and Extension Agreement , dated as of September 20, 2022, to the 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 10.1 to the Current Report on Form 8-K filed September 23, 2022).

10.26 — Purchase Agreement with Altria Client Services LLC, effective October 19, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 20, 2022).

10.27 — Philip Morris International Inc.

2017 Performance Incentive Plan, effective May 3, 2017 (incorporated by reference to Exhibit B to the Definitive Proxy Statement filed on March 23, 2017).

10.20 — Pension Fund of Philip Morris in Switzerland (IC) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).

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).

10.28 — Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022.

10.29 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022.

10.30 — Philip Morris International Inc.

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10.35 — Philip Morris International Inc.

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).*

2008 Deferred Fee Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.24 the Annual Report on Form 10-K for the year ended December 31, 2020).*

10.36 — 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.

10.37 — Supplemental Letter to the Offer Letter with Drago Azinovic, dated December 4 , 2008 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *

10.38 — Employment Agreement with Drago Azinovic, effective August 1, 2012.

(incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *

10.39 — Supplemental Letter to the Employment Agreement with Drago Azinovic, effective April 1, 2017 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *

10.40 — Supplemental Letter to the Employment Agreement with Drago Azinovic, effective January 1, 2018 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *

10.41 — Employment Agreement with Jorge Insuasty, effective January 1, 2021 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*

10.42 — Supplemental letter to the Employment Agreement with Jorge Insuasty, effective April 1, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter ended June 30, 2022) *

10.43 — Supplemental Letter to Employment Agreement with Marc S.

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10.54 — 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).

10.55 — Restricted Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*

10.56 — Performance Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *

10.57 — 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).

3 unchanged sentences

10.61 — 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).

10.46 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, effective November 1, 2021.

10.62 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, effective November 1, 2021 (incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K for the year ended December 31, 202 1) .

10.63 — Restricted Stock Unit Agreement (Vesting in Installments), between Philip Morris International Inc.

2 unchanged sentences

10.65 — 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).

10.66 — Supplemental Letter to the Employment Agreement with Jacek Olczak, effective March 1, 2022 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

10.67 — Restricted Stock Unit Agreement, between Philip Morris International Inc.

9 unchanged sentences

10.73 — Philip Morris International Inc.

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).

10.58 — Form of Performance Share Unit Agreement (2019 Grants) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 12, 2019).

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).*

10.74 — Form of Restricted Stock Unit Agreement (2020 Grants) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 11, 2020).*

2 unchanged sentences

10.77 — Form of Performance Share Unit Agreement (2021 Grants) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 9, 2021).*

10.78 — Form of Restricted Stock Unit Agreement (2023 Grant) (Emmanuel Babeau) .

10.79 — Form of Performance Share Unit Agreement (2023 Grant) (Emmanuel Babeau) .

10.80 — Extension of Non-Competition Obligations for the Early Retirement Agreement with Miroslaw Zielinski, dated November 27, 2022.

10.81 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023.

10.82 — Philip Morris International Inc.

2022 Performance Incentive Plan, effective May 4, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report filed on May 6, 2022).*

10.83 — Form of Restricted Stock Unit Agreement (2022 Grants) (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) .*

10.84 — Form of Performance Share Unit Agreement (2022 Grants) (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022) .*

10.85 — Form of Restricted Stock Unit Agreement (2023 Grants).

10.86 — Form of Performance Share Unit Agreement (2023 Grants) .

10.87 — Form of Restricted Stock Unit Agreement (by tranches) (2023 Grants).

21 — Subsidiaries of Philip Morris International Inc.

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* Denotes management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

** Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.

x Denotes exhibits filed herewith.

The exhibits filed herewith do not include certain instruments with respect to long-term debt of PMI, inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of PMI on a consolidated basis.

PMI agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will furnish a copy of any such instrument to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

44 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures