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.
−Removed: 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.
−Removed: This may result in additions or changes to PMI’s internal control over financial reporting.
−Removed: 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.
−Removed: Not applicable.
+Added: On February 6, 2024, Jun Makihara informed PMI's board of directors (the “Board”) that he will not stand for re-election to the Board at our 2024 annual meeting of shareholders.
+Added: Makihara’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company.
+Added: During the three months ended December 31, 2023, no director or officer of PMI adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
11 unchanged sentences
Reginaldo Dobrowolski Vice President and Controller 49
−Removed: Suzanne Rich Folsom Senior Vice President and General Counsel 61
+Added: Yann Guérin Senior Vice President and General Counsel 47
Stacey Kennedy President, Americas Region & CEO of PMI's U.S.
Paul Riley President, East Asia, Australia, and PMI Duty Free Region 58
−Removed: Stefano Volpetti President, Smoke-Free Products Category & Chief Consumer Officer 51
+Added: Stefano Volpetti President, Smoke-Free Inhalable Products & Chief Consumer Officer 52
Jacek Olczak – Age 59
44 unchanged sentences
Dobrowolski held various roles in our Finance department, including Director Corporate Financial Planning & Reporting from October 2014 until May 2019.
−Removed: Suzanne Rich Folsom - Age 61
−Removed: Folsom was appointed as our Senior Vice President and General Counsel in July 2020.
−Removed: She is responsible for all legal, compliance and governance matters at PMI.
−Removed: From March 2019 until July 2020, Ms.
−Removed: Folsom was a Partner and Co-Chair of the Investigations, Compliance and Strategic Response Group at Manatt, Phelps & Phillips, LLP, a U.S.
−Removed: From 2014 to 2018, Ms.
−Removed: 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.
−Removed: Folsom is an accomplished C-suite executive and attorney with deep experience advising management and boards of directors.
+Added: Yann Guérin - Age 47
+Added: Guérin was appointed as Senior Vice President and General Counsel in July 2023, having served as Senior Vice President and Global Head of Law and Compliance for June 2023.
+Added: Previously, he served as Vice President and Associate General Counsel, Corporate from July 2021 to May 2023; as Vice President and Associate General Counsel, South & Southern Asia from November 2019 to June 2021; and as Vice President and Associate General Counsel, Middle-East, Africa & Global Duty Free from January 2018 to October 2019.
+Added: Prior to that, since joining PMI in 2006, Mr.
+Added: Guérin held a variety of legal roles across the company’s businesses, regions and functions.
+Added: Before joining PMI, he was an attorney at Skadden Arps.
Stacey Kennedy – Age 51
15 unchanged sentences
Stefano Volpetti – Age 52
−Removed: Volpetti was appointed as our President Smoke-Free Products Category & Chief Consumer Officer in November 2021.
+Added: Volpetti was appointed as our President Smoke-Free Inhalable Products & Chief Consumer Officer in January 2023, having served as President Smoke-Free Products Category & Chief Consumer Officer from November 2021.
Volpetti joined PMI in June 2019 as Chief Consumer Officer.
4 unchanged sentences
Codes of Ethics and Corporate Governance
−Removed: We have adopted a code of ethics, which we call the Guidebook for Success.
−Removed: 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.
+Added: We have adopted a code of ethics, which we call the Code of Conduct.
+Added: The Code of Conduct 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.
These documents are available free of charge on our website at www.pmi.com.
−Removed: In addition, we have adopted corporate governance guidelines and charters for our Audit, Finance, Compensation and Leadership Development, Product Innovation and Regulatory Affairs, Consumer Relationships and Regulation, and Nominating and Corporate Governance committees of the Board of Directors.
+Added: In addition, we have adopted corporate governance guidelines and charters for our Audit and Risk, Compensation and Leadership Development, Science and Technology and Nominating and Corporate Governance committees of the Board of Directors.
All of these documents are available free of charge on our website at www.pmi.com.
2 unchanged sentences
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.
−Removed: 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 sections of the proxy statement.
+Added: Also refer to Board Operations and Governance—Committees of the Board , Election of Directors—Process for Nominating Directors, Election of Directors—Director Nominees and Stock Ownership Information and Availability of Reports, Other Matters and 2024 Annual Meetings—2024 Annual Meeting sections of the proxy statement.
Executive Compensation.
−Removed: Refer to Compensation Discussion and Analysis, Compensation of Directors, and Pay Ratio sections of the proxy statement.
+Added: Refer to Compensation Discussion and Analysis, Compensation Tables, Compensation of Directors, and Pay Ratio sections of the proxy statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
22 unchanged sentences
Principal Accounting Fees and Services .
−Removed: Refer to Audit Committee Matters section of the proxy statement.
+Added: Refer to Audit and Risk Committee Matters section of the proxy statement.
Exhibits and Financial Statement Schedules .
19 unchanged sentences
(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 September 13, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed Sepember 19, 2022).
+Added: 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 September 19, 2022).
4.1 — Specimen Stock Certificate of Philip Morris International Inc.
29 unchanged sentences
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).
−Removed: 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).
+Added: 10.22 — Credit Agreement relating to the Term Loan Facility, among 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).
1 unchanged sentence
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).
+Added: 10.26 — Amendment and Extension Agreement, dated as of January 25, 2023, 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 January 30, 2023) .
+Added: 10.27 — Amendment and Extension Agreement, dated as of September 20, 2023 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 20, 2023).
+Added: 10.28 — A mendment to the Term Loan Credit Agreement, dated as of November 10, 2023.
10.29 — 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).
2 unchanged sentences
10.31 — Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022.
−Removed: 10.29 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022.
+Added: (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.32 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2022).
10.33 — Philip Morris International Inc.
−Removed: 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).*
−Removed: 10.31 — 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: Amended and Restated Automobile Policy, dated as of September 1, 2023 .
10.34 — 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).
11 unchanged sentences
10.42 — 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) *
+Added: 10.43 — Separation Agreement and Release between Drago Azinovic and Philip Morris Products S.A., effective March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 3, 2023).
10.44 — 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)*
15 unchanged sentences
The Employment Agreement was previously filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and is incorporated by reference to this Exhibit 10.
+Added: 10.53 — S upplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .*
10.54 — Supplemental Letter to the Employment Agreement (as amended) with Miroslaw Zielinski (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
8 unchanged sentences
10.62 — 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).
−Removed: 10.59 — 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).
10.63 — 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).
1 unchanged sentence
10.65 — 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, 2021).
−Removed: 10.63 — Restricted Stock Unit Agreement (Vesting in Installments), between Philip Morris International Inc.
−Removed: 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: 10.66 — Supplemental letter to the Employment Agreement with Stefano Volpetti, effective January 1, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on form 10-Q for the quarter ended March 31, 2023) .*
+Added: 10.67 — Supplemental letter to the Employment Agreement with Stefano Volpetti, effective April 1, 2023 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on form 10-Q for the quarter ended June 30, 2023) .*
10.68 — 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).
1 unchanged sentence
10.70 — 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).
−Removed: 10.67 — Restricted Stock Unit Agreement, between Philip Morris International Inc.
−Removed: 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).*
−Removed: 10.68 — Performance Stock Unit Agreement, between Philip Morris International Inc.
−Removed: 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).*
10.71 — Agreement with Louis C.
8 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).*
−Removed: 10.76 — Form of Restricted Stock Unit Agreement (2021 Grants) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 9, 2021).*
−Removed: 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).
+Added: (incorporated by reference to Exhibit 10.78 to the Annual Report on Form 10-K for the year ended December 31, 2022).
10.79 — Form of Performance Share Unit Agreement (2023 Grant) (Emmanuel Babeau).
+Added: (incorporated by reference to Exhibit 10.79 to the Annual Report on Form 10-K for the year ended December 31, 2022).
10.80 — Extension of Non-Competition Obligations for the Early Retirement Agreement with Miroslaw Zielinski, dated November 27, 2022.
−Removed: 10.81 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023.
+Added: (incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.81 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023 (incorporated by reference to Exhibit 10.
+Added: 81 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.82 — Employment Agreement with Frederic de Wilde, effective March 1, 2023 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.) *
+Added: 10.83 — Supplemental letter to the Employment Agreement with Frederic de Wilde, effective March 1, 2023 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.) *
+Added: 10.84 — Philip Morris International Inc.'s Executive Officer Severance Policy for Voluntary Termination (Resignation, Voluntary Early Retirement, Voluntary Normal Retirement), effective December 6, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 8, 2023) .*
10.85 — Philip Morris International Inc.
2 unchanged sentences
10.87 — 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) .*
+Added: 10.88 — Form of Restricted Stock Unit Agreement (2023 Grants) (incorporated by reference to Exhibit 10.85 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.89 — Form of Performance Share Unit Agreement (2023 Grants) (incorporated by reference to Exhibit 10.86 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.90 — Form of Restricted Stock Unit Agreement (by tranches) (2023 Grants) (incorporated by reference to Exhibit 10.87 to the Annual Report on Form 10-K For the year ended December 31, 2022).
10.91 — Form of Restricted Stock Unit Agreement (2024 Grants).
1 unchanged sentence
10.93 — Form of Restricted Stock Unit Agreement (by tranches) (2024 Grants).
+Added: 10.94 — Form of Restricted Stock Unit Agreement (2024 Grant) (Emmanuel Babeau).
+Added: 10.95 — Form of Performance Share Unit Agreement (2024 Grant) (Emmanuel Babeau).
+Added: 10.96 — Form of Restricted Stock Unit Agreement (2024 Grant) (Swedish Match).
+Added: 10.97 — Form of Performance Share Unit Agreement (2024 Grant) (Swedish Match).
+Added: 10.98 Settlement Agreement between Philip Morris Products S.A.
+Added: and Nicoventures Trading Limited, dated February 1, 2024.
21 — Subsidiaries of Philip Morris International Inc.
6 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 — Philip Morris International Inc.
+Added: Policy For Recovery of Erroneously Awarded Incentive Compensation, effective October 2, 2023, and Form of Acknowledgment and Agreement.
101.INS — XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
37 unchanged sentences
(Werner Geissler)
+Added: /s/ VICTORIA HARKER
Director February 8, 2024
+Added: (Victoria Harker)
+Added: Director February 8, 2024
/s/ JUN MAKIHARA
4 unchanged sentences
(Kalpana Morparia)
−Removed: Director February 10, 2023
−Removed: /s/ FREDERIK PAULSEN Director February 10, 2023
−Removed: (Frederik Paulsen)
/s/ ROBERT B.
7 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.