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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/05/08 Philip Morris International Inc. 10-12B/A 6:2.5M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-12B/A Amendment No. 3 to Form 10 HTML 55K 3: EX-10.20 Philip Morris International Inc. 2008 Stock HTML 35K Compensation Plan 2: EX-10.4 Intellectual Property Agreement HTML 98K 4: EX-99.1 Information Statement of Philip Morris HTML 1.96M International Inc., Dated March 7, 2008 5: EX-99.2 Certain Litigation Matters and Recent Developments HTML 25K 6: EX-99.3 Trial Schedule HTML 5K
Amendment No. 3 to Form 10 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
Virginia |
13-3435103 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
120 Park Avenue New York, New York |
10017 | |
(Address of principal executive offices) | (Zip Code) |
(917) 663-2000
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Common Stock, without par value |
New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Our information statement is filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
Item No. |
Caption |
Location in Information Statement | ||
Item 1. |
Business | See “Summary,” “Our Goals, Strengths and Strategies,” “Risk Factors,” “The Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Relationship with Altria,” “Certain Relationships and Related Transactions,” “Where You Can Find More Information” and “Index to Financial Statements and Schedule” and the statements referenced therein | ||
Item 1A. |
Risk Factors | See “Risk Factors” | ||
Item 2. |
Financial Information | See “Summary,” “Capitalization,” “Summary Historical and Pro Forma Financial Information,” “Selected Historical Consolidated Financial and Operating Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements and Schedule” and the statements referenced therein | ||
Item 3. |
Properties | See “Business—Efficient Manufacturing Footprint” | ||
Item 4. |
Security Ownership of Certain Beneficial Owners and Management | See “Management—Security Ownership of Certain Beneficial Owners and Management” | ||
Item 5. |
Directors and Executive Officers | See “Management” | ||
Item 6. |
Executive Compensation | See “Management” and “Certain Relationships and Related Transactions” | ||
Item 7. |
Certain Relationships and Related Transactions, and Directors Independence | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Management,” “Relationship with Altria” and “Certain Relationships and Related Transactions” | ||
Item 8. |
Legal Proceedings | See “Business—Litigation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contingencies” and Exhibits 99.2 and 99.3 | ||
Item 9. |
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “Summary,” “Risk Factors,” “The Distribution,” “Capitalization,” “Dividend and Share Repurchase Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Distribution of Our Stock,” “Relationship with Altria” and “Management” | ||
Item 10. |
Recent Sales of Unregistered Securities | Not Applicable |
Item No. |
Caption |
Location in Information Statement | ||
Item 11. |
Description of Registrant’s Securities to be Registered | See “Summary,” “Risk Factors,” “The Distribution,” “Dividend and Share Repurchase Policy,” “Description of Capital Stock” and “Certain Provisions of Virginia Law, our Articles of Incorporation and our Bylaws” | ||
Item 12. |
Indemnification of Directors and Officers | See “Certain Provisions of Virginia Law, our Articles of Incorporation and our Bylaws” | ||
Item 13. |
Financial Statements and Supplementary Data | See “Summary Historical and Pro Forma Financial Information,” “Selected Historical Consolidated Financial and Operating Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Index to Financial Statements and Schedule” and the statements referenced therein | ||
Item 14. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None |
Item 15. | Financial Statements and Exhibits |
(a) | Financial Statements and Schedules |
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2006 and 2007
Consolidated Statements of Earnings for the Years Ended December 31, 2005, 2006 and 2007
Consolidated Statements of Stockholder’s Equity for the Years Ended December 31, 2005, 2006 and 2007
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007
Notes to Consolidated Financial Statements
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm on Financial Statement Schedule
Financial Statement Schedule—Valuation and Qualifying Accounts
(b) | Exhibits |
The following exhibits are filed herewith unless otherwise indicated:
Exhibit No. |
Exhibit Description | |
2.1 | Distribution Agreement between Altria Group, Inc. and Philip Morris International Inc. dated January 30, 2008* | |
3.1 | Amended and Restated Articles of Incorporation of Philip Morris International Inc.* | |
3.2 | Form of Amended and Restated By-laws of Philip Morris International Inc.* | |
4.1 | Specimen Stock Certificate of Philip Morris International Inc.* | |
10.1 | Form of Transition Services Agreement between Altria Corporate Services, Inc. and Philip Morris International Inc.* | |
10.2 | Form of Tax Sharing Agreement between Altria Group, Inc. and Philip Morris International Inc.* | |
10.3 | Form of Employee Matters Agreement between Altria Group, Inc. and Philip Morris International Inc.* | |
10.4 | Intellectual Property Agreement between Philip Morris International Inc. and Philip Morris USA Inc. | |
10.5 | Credit Agreement relating to a US$3,000,000,000 5-Year Revolving Credit Facility (including a US$900,000,000 swingline option) and a US$1,000,000,000 3-Year Revolving Credit Facility (including a US$300,000,000 swingline option) and a EUR 1,500,000,000 364-Day Term Loan Facility dated as of December 4, 2007 among Philip Morris International Inc. and the Initial Lenders named therein and J.P. Morgan Europe Limited as Facility Agent and Swingline Agent and J.P. Morgan PLC, Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc. as Mandated Lead Arrangers and Bookrunners* |
Exhibit No. |
Exhibit Description | |
10.6 | Credit Agreement relating to EUR 2,000,000,000 5-Year Revolving Credit Facility (including a EUR 1,000,000,000 swingline option) and a EUR 2,500,000,000 3-Year Term Loan Facility dated as of 12 May 2005 among Philip Morris International Inc. and the Initial Lenders named therein and Citibank International plc as Facility Agent and Swingline Agent, Citigroup Global Markets Limited, Credit Suisse First Boston, Cayman Islands Branch, Deutsche Bank Securities Inc. and J.P. Morgan plc as Mandated Lead Arrangers and Bookrunners and ABN AMRO Bank N.V., HSBC Bank plc and Société Genéralé as Mandated Lead Arrangers* | |
10.7 | Anti-Contraband and Anti-Counterfeit Agreement and General Release dated July 9, 2004 and Appendices (Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission)* | |
10.8 | Philip Morris International Inc. Automobile Policy* | |
10.9 | Philip Morris International Inc. Financial Counseling Program* | |
10.10 | Philip Morris International Inc. 2008 Performance Incentive Plan* | |
10.11 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Deferred Stock Agreement (Pre-2008 Grants)* | |
10.12 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Deferred Stock Agreement (2008 Grants)* | |
10.13 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Non-Qualified Stock Option Award Agreement* | |
10.14 | Pension Fund of Philip Morris in Switzerland (IC)* | |
10.15 | Summary of Supplemental Pension Plan of Philip Morris in Switzerland* | |
10.16 | Summary of Supplemental Management Employees’ Retirement Plan* | |
10.17 | Form of Philip Morris International Benefit Equalization Plan* | |
10.18 | Form of Restated Employee Grantor Trust Enrollment Agreement (Executive Trust Arrangement)* | |
10.19 | Form of Restated Employee Grantor Trust Enrollment Agreement (Secular Trust Arrangement)* | |
10.20 | Philip Morris International Inc. 2008 Stock Compensation Plan for Non-Employee Directors | |
10.21 | Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors* | |
10.22 | Employment Agreement with André Calantzopoulos* | |
10.23 | Employment Agreement with Jean-Claude Kunz* | |
10.24 | Employment Agreement with Hermann Waldemer* | |
10.25 | Agreement with Louis C. Camilleri* | |
21.1 | Subsidiaries of Philip Morris International Inc.* | |
99.1 | Information Statement of Philip Morris International Inc., dated March 7, 2008 | |
99.2 | Certain Litigation Matters and Recent Developments | |
99.3 | Trial Schedule |
* | Previously filed. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
PHILIP MORRIS INTERNATIONAL INC. | ||
By:
|
/S/ ANDRÉ CALANTZOPOULOS | |
Name: André Calantzopoulos | ||
Title: President and Chief Executive Officer |
Dated: March 5, 2008
Exhibit No. |
Exhibit Description | |
2.1 | Distribution Agreement between Altria Group, Inc. and Philip Morris International Inc. dated January 30, 2008* | |
3.1 | Amended and Restated Articles of Incorporation of Philip Morris International Inc.* | |
3.2 | Form of Amended and Restated By-laws of Philip Morris International Inc.* | |
4.1 | Specimen Stock Certificate of Philip Morris International Inc.* | |
10.1 | Form of Transition Services Agreement between Altria Corporate Services, Inc. and Philip Morris International Inc.* | |
10.2 | Form of Tax Sharing Agreement between Altria Group, Inc. and Philip Morris International Inc.* | |
10.3 | Form of Employee Matters Agreement between Altria Group, Inc. and Philip Morris International Inc.* | |
10.4 | Intellectual Property Agreement between Philip Morris International Inc. and Philip Morris USA Inc. | |
10.5 | Credit Agreement relating to a US$3,000,000,000 5-Year Revolving Credit Facility (including a US$900,000,000 swingline option) and a US$1,000,000,000 3-Year Revolving Credit Facility (including a US$300,000,000 swingline option) and a EUR 1,500,000,000 364-Day Term Loan Facility dated as of December 4, 2007 among Philip Morris International Inc. and the Initial Lenders named therein and J.P. Morgan Europe Limited as Facility Agent and Swingline Agent and J.P. Morgan PLC, Citigroup Global Markets Limited, Credit Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc. as Mandated Lead Arrangers and Bookrunners* | |
10.6 | Credit Agreement relating to EUR 2,000,000,000 5-Year Revolving Credit Facility (including a EUR 1,000,000,000 swingline option) and a EUR 2,500,000,000 3-Year Term Loan Facility dated as of 12 May 2005 among Philip Morris International Inc. and the Initial Lenders named therein and Citibank International plc as Facility Agent and Swingline Agent, Citigroup Global Markets Limited, Credit Suisse First Boston, Cayman Islands Branch, Deutsche Bank Securities Inc. and J.P. Morgan plc as Mandated Lead Arrangers and Bookrunners and ABN AMRO Bank N.V., HSBC Bank plc and Société Genéralé as Mandated Lead Arrangers* | |
10.7 | Anti-Contraband and Anti-Counterfeit Agreement and General Release dated July 9, 2004 and Appendices (Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission)* | |
10.8 | Philip Morris International Inc. Automobile Policy* | |
10.9 | Philip Morris International Inc. Financial Counseling Program* | |
10.10 | Philip Morris International Inc. 2008 Performance Incentive Plan* | |
10.11 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Deferred Stock Agreement (Pre-2008 Grants)* | |
10.12 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Deferred Stock Agreement (2008 Grants)* | |
10.13 | Form of Philip Morris International Inc. 2008 Performance Incentive Plan Non-Qualified Stock Option Award Agreement* | |
10.14 | Pension Fund of Philip Morris in Switzerland (IC)* | |
10.15 | Summary of Supplemental Pension Plan of Philip Morris in Switzerland* | |
10.16 | Summary of Supplemental Management Employees’ Retirement Plan* |
Exhibit No. |
Exhibit Description | |
10.17 | Form of Philip Morris International Benefit Equalization Plan* | |
10.18 | Form of Restated Employee Grantor Trust Enrollment Agreement (Executive Trust Arrangement)* | |
10.19 | Form of Restated Employee Grantor Trust Enrollment Agreement (Secular Trust Arrangement)* | |
10.20 | Philip Morris International Inc. 2008 Stock Compensation Plan for Non-Employee Directors | |
10.21 | Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors* | |
10.22 | Employment Agreement with André Calantzopoulos* | |
10.23 | Employment Agreement with Jean-Claude Kunz* | |
10.24 | Employment Agreement with Hermann Waldemer* | |
10.25 | Agreement with Louis C. Camilleri* | |
21.1 | Subsidiaries of Philip Morris International Inc.* | |
99.1 | Information Statement of Philip Morris International Inc., dated March 7, 2008 | |
99.2 | Certain Litigation Matters and Recent Developments | |
99.3 | Trial Schedule |
* | Previously filed. |
vii
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/7/08 | 3 | |||
Filed on: | 3/5/08 | |||
1/30/08 | ||||
12/31/07 | ||||
12/4/07 | ||||
12/31/06 | ||||
12/31/05 | ||||
7/9/04 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 Philip Morris International Inc. 10-K 12/31/23 160:26M 2/10/23 Philip Morris International Inc. 10-K 12/31/22 150:25M 2/11/22 Philip Morris International Inc. 10-K 12/31/21 136:22M 2/09/21 Philip Morris International Inc. 10-K 12/31/20 143:21M |