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Philip Morris International Inc. – ‘10-K’ for 12/31/23 – ‘EX-97’

On: Thursday, 2/8/24, at 7:10am ET · For: 12/31/23 · Accession #: 1413329-24-13 · File #: 1-33708

Previous ‘10-K’: ‘10-K’ on 2/10/23 for 12/31/22 · Latest ‘10-K’: This Filing · 58 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/08/24  Philip Morris International Inc.  10-K       12/31/23  160:26M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.34M 
 2: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     54K 
 3: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    114K 
 4: EX-10.28    Material Contract                                   HTML    105K 
 5: EX-10.33    Material Contract                                   HTML     39K 
 6: EX-10.91    Material Contract                                   HTML     74K 
 7: EX-10.92    Material Contract                                   HTML     76K 
 8: EX-10.93    Material Contract                                   HTML     72K 
 9: EX-10.94    Material Contract                                   HTML     74K 
10: EX-10.95    Material Contract                                   HTML     78K 
11: EX-10.96    Material Contract                                   HTML     74K 
12: EX-10.97    Material Contract                                   HTML     77K 
13: EX-10.98    Material Contract                                   HTML   1.32M 
14: EX-21       Subsidiaries List                                   HTML    140K 
15: EX-23       Consent of Expert or Counsel                        HTML     41K 
20: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     64K 
                Awarded Compensation                                             
16: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
17: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
18: EX-32.1     Certification -- §906 - SOA'02                      HTML     40K 
19: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
26: R1          Cover Page                                          HTML    182K 
27: R2          Audit Information                                   HTML     45K 
28: R3          Consolidated Statements of Earnings                 HTML    126K 
29: R4          Consolidated Statements of Comprehensive Earnings   HTML     95K 
30: R5          Consolidated Statements of Comprehensive Earnings   HTML     57K 
                (Parenthetical)                                                  
31: R6          Consolidated Balance Sheets                         HTML    211K 
32: R7          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
33: R8          Consolidated Statements of Cash Flows               HTML    156K 
34: R9          Consolidated Statements of Cash Flows               HTML     46K 
                (Parenthetical)                                                  
35: R10         Consolidated Statements of Stockholders' (Deficit)  HTML    101K 
                Equity                                                           
36: R11         Consolidated Statements of Stockholders' (Deficit)  HTML     42K 
                Equity (Parenthetical)                                           
37: R12         Consolidated Statements of Earnings                 HTML     58K 
                (Parenthetical)                                                  
38: R13         Background and Basis of Presentation                HTML     50K 
39: R14         Summary of Significant Accounting Policies          HTML     68K 
40: R15         Acquisitions                                        HTML    109K 
41: R16         War in Ukraine                                      HTML     63K 
42: R17         Goodwill and Other Intangible Assets, net           HTML    112K 
43: R18         Related Parties - Equity Investments and Other      HTML     78K 
44: R19         Product Warranty                                    HTML     52K 
45: R20         Indebtedness                                        HTML    206K 
46: R21         Capital Stock                                       HTML     59K 
47: R22         Stock Plans                                         HTML    118K 
48: R23         Earnings per Share                                  HTML     57K 
49: R24         Income Taxes                                        HTML    139K 
50: R25         Segment Reporting                                   HTML    173K 
51: R26         Benefit Plans                                       HTML    382K 
52: R27         Additional Information                              HTML     60K 
53: R28         Financial Instruments                               HTML    167K 
54: R29         Accumulated Other Comprehensive Losses              HTML     56K 
55: R30         Contingencies                                       HTML    179K 
56: R31         Sale of Accounts Receivable                         HTML     44K 
57: R32         Asset Impairment and Exit Costs                     HTML     80K 
58: R33         Leases                                              HTML    114K 
59: R34         Supply Chain Financing                              HTML     44K 
60: R35         New Accounting Standards                            HTML     53K 
61: R36         Pay vs Performance Disclosure                       HTML     52K 
62: R37         Insider Trading Arrangements                        HTML     46K 
63: R38         Summary of Significant Accounting Policies          HTML    124K 
                (Policy)                                                         
64: R39         Acquisitions (Tables)                               HTML     85K 
65: R40         War in Ukraine (Tables)                             HTML     59K 
66: R41         Goodwill and Other Intangible Assets, net (Tables)  HTML    129K 
67: R42         Related Parties - Equity Investments and Other      HTML     67K 
                (Tables)                                                         
68: R43         Product Warranty (Tables)                           HTML     50K 
69: R44         Indebtedness (Tables)                               HTML    208K 
70: R45         Capital Stock (Tables)                              HTML     61K 
71: R46         Stock Plans (Tables)                                HTML    117K 
72: R47         Earnings per Share (Tables)                         HTML     56K 
73: R48         Income Taxes (Tables)                               HTML    137K 
74: R49         Segment Reporting (Tables)                          HTML    152K 
75: R50         Benefit Plans (Tables)                              HTML    386K 
76: R51         Additional Information (Tables)                     HTML     60K 
77: R52         Financial Instruments (Tables)                      HTML    158K 
78: R53         Accumulated Other Comprehensive Losses (Tables)     HTML     53K 
79: R54         Contingencies (Tables)                              HTML     81K 
80: R55         Asset Impairment and Exit Costs (Tables)            HTML     75K 
81: R56         Leases (Tables)                                     HTML    119K 
82: R57         Background and Basis of Presentation (Narrative)    HTML     43K 
                (Details)                                                        
83: R58         Summary of Significant Accounting Policies          HTML     48K 
                (Details)                                                        
84: R59         Acquisitions: Narrative (Details)                   HTML    289K 
85: R60         Acquisitions (Swedish Match AB) (Details)           HTML    161K 
86: R61         Acquisitions (Pro Forma) (Details)                  HTML     46K 
87: R62         War in Ukraine: Narrative (Details)                 HTML     77K 
88: R63         War in Ukraine: Pretax Charges (Details)            HTML     55K 
89: R64         Goodwill and Other Intangible Assets, net           HTML     93K 
                (Additional Information) (Details)                               
90: R65         Goodwill and Other Intangible Assets, net           HTML     86K 
                (Movement in Goodwill) (Details)                                 
91: R66         Goodwill and Other Intangible Assets, net (Other    HTML     66K 
                Intangible Assets) (Details)                                     
92: R67         Related Parties - Equity Investments and Other      HTML    102K 
                (Narrative) (Details)                                            
93: R68         Related Parties - Equity Investments and Other      HTML     67K 
                (Balance Sheet and Earnings Activity) (Details)                  
94: R69         Product Warranty: Narrative (Details)               HTML     41K 
95: R70         Product Warranty: Table (Details)                   HTML     51K 
96: R71         Indebtedness (Short-Term Borrowings) (Details)      HTML     51K 
97: R72         Indebtedness (Long-Term Debt) (Details)             HTML     83K 
98: R73         Indebtedness (Fair Value of Outstanding Long-Term   HTML     47K 
                Debt, Excluding Finance Leases) (Details)                        
99: R74         Indebtedness (Debt Issuances Outstanding)           HTML    219K 
                (Details)                                                        
100: R75         Indebtedness (Narrative) (Details)                  HTML     99K  
101: R76         Indebtedness (Aggregate Maturities of Long-Term     HTML     66K  
                Debt) (Details)                                                  
102: R77         Indebtedness (Credit Facilities) (Details)          HTML     62K  
103: R78         Capital Stock (Schedule of Common Stock) (Details)  HTML     64K  
104: R79         Capital Stock (Narrative) (Details)                 HTML     71K  
105: R80         Stock Plans (Narrative) (Details)                   HTML     99K  
106: R81         Stock Plans (Activity for Restricted Share Unit     HTML     76K  
                Awards) (Details)                                                
107: R82         Stock Plans (Activity for Performance Share Units)  HTML     88K  
                (Details)                                                        
108: R83         Stock Plans (Assumptions Used) (Details)            HTML     45K  
109: R84         Earnings per Share (Details)                        HTML     75K  
110: R85         Income Taxes (Schedule of Earnings Before Income    HTML     66K  
                Taxes and Provision For Income Taxes) (Details)                  
111: R86         Income Taxes (Narrative) (Details)                  HTML     89K  
112: R87         Income Taxes (Schedule of Reconciliation of         HTML     56K  
                Unrecognized Tax Benefits) (Details)                             
113: R88         Income Taxes (Schedule of Unrecognized Tax          HTML     48K  
                Benefits and Liability for Contingent Income                     
                Taxes, Interest and Penalties) (Details)                         
114: R89         Income Taxes (Schedule of Reasons Attributable to   HTML     68K  
                the Differences Between Effective Income Tax Rate                
                And Federal Statutory Rate) (Details)                            
115: R90         Income Taxes (Schedule of Temporary Differences of  HTML     80K  
                Tax Effects to Deferred Income Tax Assets and                    
                Liabilities) (Details)                                           
116: R91         Segment Reporting (Segment Data) (Details)          HTML     91K  
117: R92         Segment Reporting (Additional Information)          HTML    142K  
                (Details)                                                        
118: R93         Segment Reporting (Other Expenses By Segment)       HTML     62K  
                (Details)                                                        
119: R94         Segment Reporting (Long-Lived Assets By Segment)    HTML     61K  
                (Details)                                                        
120: R95         Benefit Plans (Pension and Other Employee Benefit   HTML     49K  
                Costs) (Details)                                                 
121: R96         Benefit Plans (Obligations and Funded Status)       HTML    104K  
                (Details)                                                        
122: R97         Benefit Plans (Narrative) (Details)                 HTML     93K  
123: R98         Benefit Plans (Pension and Postretirement           HTML     58K  
                Liabilities Recognized in Consolidated Balance                   
                Sheet) (Details)                                                 
124: R99         Benefit Plans (Weighted-Average Assumptions to      HTML     55K  
                Determine Benefit Obligations) (Details)                         
125: R100        Benefit Plans (Components of Net Periodic Benefit   HTML     73K  
                Cost) (Details)                                                  
126: R101        Benefit Plans (Net Pension and Postretirement Cost  HTML     58K  
                Weighted-Average Assumptions) (Details)                          
127: R102        Benefit Plans (Fair Value of Pension Plan Assets)   HTML    110K  
                (Details)                                                        
128: R103        Benefit Plans (Estimated Future Benefit Payments    HTML     53K  
                From Pension Plans) (Details)                                    
129: R104        Benefit Plans (Amounts Recorded in Accumulated      HTML     65K  
                Other Comprehensive Losses) (Details)                            
130: R105        Benefit Plans (Movements in Other Comprehensive     HTML    104K  
                Earnings (Losses)) (Details)                                     
131: R106        Additional Information (Details)                    HTML     59K  
132: R107        Financial Instruments (Narrative) (Details)         HTML     55K  
133: R108        Financial Instruments (Notional Amounts of          HTML     52K  
                Outstanding Derivative Instruments) (Details)                    
134: R109        Financial Instruments (Fair Value of Foreign        HTML     91K  
                Exchange Contracts) (Details)                                    
135: R110        Financial Instruments (Cash Flow and Net            HTML     89K  
                Investment Hedging Activities Effect on Condensed                
                Consolidated Statements of Earnings and Other                    
                Comprehensive Earnings) (Details)                                
136: R111        Financial Instruments (Hedging Activity Affect on   HTML     51K  
                AOCI) (Details)                                                  
137: R112        Accumulated Other Comprehensive Losses (Components  HTML     65K  
                of Accumulated Other Comprehensive Losses, Net Of                
                Taxes) (Details)                                                 
138: R113        Contingencies (Tobacco-Related Litigation)          HTML    121K  
                (Details)                                                        
139: R114        Contingencies (Number of Tobacco Related Cases      HTML     57K  
                Pertaining to Combustible Products Pending Against               
                Us and/or Our Subsidiaries or Indemnitees)                       
                (Details)                                                        
140: R115        Contingencies (Verdicts and Post-Trial              HTML     92K  
                Developments) (Details)                                          
141: R116        Contingencies (Smoking and Health Litigation)       HTML     57K  
                (Details)                                                        
142: R117        Contingencies (Health Care Cost Recovery            HTML     83K  
                Litigation) (Details)                                            
143: R118        Contingencies (Label-Related Cases) (Details)       HTML     49K  
144: R119        Contingencies (Public Civil Actions) (Details)      HTML     47K  
145: R120        Contingencies (Other Litigation) (Details)          HTML    155K  
146: R121        Contingencies (Third-Party Guarantees) (Details)    HTML     50K  
147: R122        Sale of Accounts Receivable (Details)               HTML     47K  
148: R123        Asset Impairment and Exit Costs (Narrative)         HTML     80K  
                (Details)                                                        
149: R124        Asset Impairment and Exit Costs (Asset Impairment   HTML     80K  
                and Exit Costs by Segment) (Details)                             
150: R125        Asset Impairment and Exit Costs (Movement in Exit   HTML     50K  
                Cost Liabilities) (Details)                                      
151: R126        Leases (Balance Sheet Classification of Lease       HTML     83K  
                Assets and Liabilities) (Details)                                
152: R127        Leases (Lease Cost) (Details)                       HTML     54K  
153: R128        Leases (Maturities of Operating and Finance Lease   HTML     80K  
                Liabilities) (Details)                                           
154: R129        Leases (Other Lease Information) (Details)          HTML     59K  
155: R130        Supply Chain Financing (Details)                    HTML     50K  
157: XML         IDEA XML File -- Filing Summary                      XML    290K  
160: XML         XBRL Instance -- pm-20231231_htm                     XML   5.99M  
156: EXCEL       IDEA Workbook of Financial Report Info              XLSX    360K  
22: EX-101.CAL  XBRL Calculations -- pm-20231231_cal                 XML    431K 
23: EX-101.DEF  XBRL Definitions -- pm-20231231_def                  XML   2.02M 
24: EX-101.LAB  XBRL Labels -- pm-20231231_lab                       XML   4.14M 
25: EX-101.PRE  XBRL Presentations -- pm-20231231_pre                XML   2.65M 
21: EX-101.SCH  XBRL Schema -- pm-20231231                           XSD    439K 
158: JSON        XBRL Instance as JSON Data -- MetaLinks              972±  1.48M  
159: ZIP         XBRL Zipped Folder -- 0001413329-24-000013-xbrl      Zip   2.09M

‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 97

PHILIP MORRIS INTERNATIONAL INC.

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION

(Effective Date: October 2, 2023)

1. INTRODUCTION

Philip Morris International Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances.

This Policy is administered by the Compensation and Leadership Development Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.

This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the applicable rules of the New York Stock Exchange (the “Exchange”) and will be interpreted and administered consistent with that intent.

Each Affected Officer subject to this Policy must execute the Acknowledgment and Agreement attached hereto as Exhibit A before such Affected Officer will be entitled to receive any cash- or equity-based incentive compensation that is approved, granted or awarded on or after the Effective Date.

2. EFFECTIVE DATE

This Policy shall apply to all Incentive Compensation received by an Affected Officer on or after the Effective Date of this Policy, and to the extent permitted or required by applicable law.

3. DEFINITIONS

For purposes of this Policy, the following terms shall have the meanings set forth below:

“Affected Officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1.

“Erroneously Awarded Compensation” means the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid by the Affected Officer or withheld by the Company on the Affected Officer’s behalf. In the case of Incentive Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount shall reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received, as determined by the Committee in its sole discretion. The Committee may determine the form and amount of Erroneously Awarded Compensation in its sole discretion.

“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, whether or not such measure is presented

within the Company’s financial statements or included in a filing with the Securities and Exchange Commission. Stock price and total shareholder return are Financial Reporting Measures.

“Incentive Compensation” means any compensation that is granted, earned or vested based in whole or in part on the attainment of a Financial Reporting Measure. For purposes of clarity, base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered Incentive Compensation, unless such awards were granted, paid or vested based in part on a Financial Reporting Measure.

“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement), or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).

4. RECOVERY

If the Company is required to prepare a Restatement, the Company shall seek to reasonably promptly recover and claw back from any Affected Officer the Erroneously Awarded Compensation received by the Affected Officer:

(i)on or after the Effective Date;

(ii)after the person begins service as an Affected Officer;

(iii)who serves as an Affected Officer at any time during the performance period for that Incentive Compensation;

(iv)while the Company has a class of securities listed on the Exchange; and

(v)during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the Restatement.

For purposes of this Policy:

•Erroneously Awarded Compensation is deemed to be received in the Company’s fiscal year during which the Financial Reporting Measure specified in the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period; and

•the date the Company is required to prepare a Restatement is the earlier of (x) the date the Board, the Committee or any officer of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare the Restatement, or (y) the date a court, regulator, or other legally authorized body directs the Company to prepare the Restatement.

To the extent required by applicable law or the rules of the Exchange, any profits realized from the sale of securities of the Company are subject to recoupment under this Policy.

For purposes of clarity, in no event shall the Company be required to award any Affected Officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive Compensation that is greater than the Incentive Compensation actually received by the Affected Officer. The recovery of Erroneously Awarded Compensation is not dependent on if or when the Restatement is filed.

5. SOURCES OF RECOUPMENT

To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment as a debt immediately due and payable from the Affected Officer(s) through any means it determines, which may include any of the following sources: (i) prior Incentive Compensation payments; (ii) future payments of Incentive Compensation; (iii) cancellation of outstanding Incentive Compensation; (iv) direct repayment; and (v) non-Incentive Compensation or securities held by the Affected Officer; and (vi) refunds of excess taxes paid on the gross amount of the Erroneously Awarded Compensation. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected Officer.

6. LIMITED EXCEPTIONS TO RECOVERY

Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously Awarded Compensation under the following circumstances, provided that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:

(i) The direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts; provided that the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation, has documented such attempt and has (to the extent required) provided that documentation to the Exchange;

(ii) Recovery would violate home country law where the law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel to that effect to the Exchange that is acceptable to the Exchange; or

(iii) Recovery would likely cause an otherwise tax-qualified retirement plan to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder, as amended.

7. NO INDEMNIFICATION OR INSURANCE

The Company will not indemnify, insure or otherwise reimburse any Affected Officer against the recovery of Erroneously Awarded Compensation.

8. NO IMPAIRMENT OF OTHER REMEDIES

This Policy does not preclude the Company from taking any other action to enforce an Affected Officer’s obligations to the Company, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

9. SUCCESSORS

This Policy shall be binding and enforceable against all Affected Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

EXHIBIT A

PHILIP MORRIS INTERNATIONAL INC.

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION

ACKNOWLEDGMENT AND AGREEMENT

This Acknowledgment and Agreement (the “Acknowledgment”) is entered into between Philip Morris International Inc. (the “Company”), [insert name of employing entity] (the “Employer”) and the individual named below (the “Undersigned”) as of the date set forth below. The Undersigned is an Affected Officer (as defined in the Policy for Recovery of Erroneously Awarded Incentive Compensation (the “Policy”) to which the form of this Acknowledgment is attached as Exhibit A) and an employee of the Employer.

The Board of Directors of the Company adopted the Policy to establish the conditions under which the Company and/or the Employer may seek to recoup certain compensation from Affected Officers, including the Undersigned, in the event that the Company is required to prepare a Restatement (as defined in the Policy).

The Undersigned has received or may receive compensation, including cash-based incentive compensation and equity-based incentive compensation from the Company and/or the Employer to which the Policy applies.

In consideration of the continued benefits to be received from the Company and/or the Employer and the right to participate in, and receive future benefits, compensation, payments and/or awards under, the cash- and/or equity-based incentive programs of the Company and/or the Employer, the Undersigned hereby acknowledges and agrees that:

1. The Undersigned has read and understands the Policy and has accepted the terms and conditions of the Policy.

2. References to “Company” in section 5 of the Policy shall be construed as also covering the Employer.

3. The cash-based incentive compensation and equity-based incentive compensation that the Undersigned has received or may receive from the Company and/or the Employer will be covered under the definition of Incentive Compensation in the Policy to the extent the conditions therein are met, and in case of any dispute in this regard, the decision of the Company and the Employer will be final.

4. To the extent provided in the Policy, the Policy shall apply to Incentive Compensation (as defined in the Policy) established before or after the date of this Acknowledgment, and the programs and agreements under which such compensation may have been or will be issued in the future shall be deemed to incorporate the terms of the Policy even if the Policy is not explicitly referenced therein and that provision of any benefits, compensation, payments and/or awards under such programs and agreements (regardless of whether they are contractual or discretionary) are deemed to be subject to the terms of the Policy. Nothing in this Acknowledgment shall be construed to expand the scope or terms of the Policy, and the Undersigned is not waiving any defenses in the event of an action for recoupment of compensation under the Policy, other than (i) waiving any defense regarding the retroactive application of the Policy to existing awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Policy.

5. The Undersigned is contractually bound by the provisions in the Policy which are of contractual effect.

6. The Undersigned agrees to the Company or Employer deducting the gross amount of Erroneously Awarded Compensation (as defined in the Policy) from any amounts due to him/her and if there are insufficient funds to do so, such amounts shall be immediately recoverable as a debt immediately due to the Company, and the Undersigned agrees to pay back such amounts to the Company.

7. The Undersigned acknowledges and agrees that the Company will not indemnify, insure or otherwise reimburse him/her against the recovery of Erroneously Awarded Compensation.

8. The Company and the Employer, may at its/their sole discretion, assign their respective rights under this Acknowledgment and the Policy to each other and/or any of their respective successors or associated companies.

9. In the event that the Company recovers Erroneously Awarded Compensation from the Affected Officer under the Policy, the Affected Officer could be required to amend personal tax returns or declarations to account for the change in employment income subject to taxation during the given year, to the extent that and in accordance with the laws of the Affected Officer’s current and former Home or Host Country(ies) that require it.

The parties agree that this Acknowledgment and any dispute or claim arising out of or in connection with it or the Policy or their respective subject matters or formation, including non-contractual disputes or claims, as well as any disputes regarding the issue of arbitrability of such claims, shall be submitted, to the fullest extent permitted by applicable law, exclusively to mandatory, binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”), under JAMS’s rules applicable to disputes of the sort asserted. Any such arbitration, including all evidence and testimony exchanged therein, shall be strictly confidential. Except as otherwise provided by the Federal Arbitration Act, the arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of the Policy and/or this Acknowledgment. The arbitrator shall issue a written decision and shall have the authority to issue any relief permitted under law or equity, and further shall have the discretion to award the prevailing party its reasonable attorneys’ fees in the event it prevails in any such dispute. The parties further agree that any arbitration shall proceed on an individual basis, and hereby waive any right to proceed on a class, collective or other multi-party basis against the other party, and further waive any right to proceed before a jury. Any arbitration shall take place in the Commonwealth of Virginia, United States of America. Notwithstanding the foregoing, either party may institute an action for injunctive relief in aid of arbitration in the United States District Courts for the Commonwealth of Virginia, United States of America. This Acknowledgment and the Policy shall be construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Acknowledgment or Policy to the substantive law of another jurisdiction.

For and on behalf of For and on behalf of

Philip Morris International Inc. [insert name of employing entity]


Date: Signature: Print Name: ___________________________						Date: Signature: Print Name:

Position: ______________________________ Position: ______________________________

Undersigned


						Date: Signature: Print Name:

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/8/24	8-K
For Period end:	12/31/23
	10/2/23
	11/28/22	8-K
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  Philip Morris International Inc.  10-Q        3/31/24  110:12M
 2/12/24  Philip Morris International Inc.  424B2                  2:632K                                   Toppan Merrill/FA
 2/09/24  Philip Morris International Inc.  424B2                  1:611K                                   Toppan Merrill/FA

55 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/08/23  Philip Morris International Inc.  8-K:5,9    12/06/23   12:406K
 9/20/23  Philip Morris International Inc.  8-K:1,2,9   9/20/23   12:515K                                   Toppan Merrill/FA
 7/27/23  Philip Morris International Inc.  10-Q        6/30/23  115:15M
 4/26/23  Philip Morris International Inc.  10-Q        3/31/23  113:13M
 3/03/23  Philip Morris International Inc.  8-K:5,9     2/27/23   12:637K
 2/10/23  Philip Morris International Inc.  10-K       12/31/22  150:25M
 1/30/23  Philip Morris International Inc.  8-K:1,7,9   1/25/23   13:1M
10/20/22  Philip Morris International Inc.  8-K:1,7,9  10/19/22   14:1.2M
 9/23/22  Philip Morris International Inc.  8-K:1,2,9   9/20/22   12:1.2M
 9/19/22  Philip Morris International Inc.  8-K:5,9     9/13/22   12:664K
 9/02/22  Philip Morris International Inc.  8-K:1,9     9/02/22   13:704K
 7/29/22  Philip Morris International Inc.  10-Q        6/30/22  100:14M
 6/28/22  Philip Morris International Inc.  8-K:1,9     6/23/22   12:1.2M
 5/11/22  Philip Morris International Inc.  8-K:1,2,7,8 5/11/22   15:3.8M
 5/06/22  Philip Morris International Inc.  8-K:5,9     5/04/22   12:666K
 4/28/22  Philip Morris International Inc.  10-Q        3/31/22  108:12M
 2/11/22  Philip Morris International Inc.  10-K       12/31/21  136:22M
 2/01/22  Philip Morris International Inc.  8-K:1,2,9   1/28/22   13:2M
 9/30/21  Philip Morris International Inc.  8-K:1,2,7,9 9/29/21   13:968K                                   Donnelley … Solutions/FA
 8/20/21  Philip Morris International Inc.  8-K:5,9     8/16/21   12:744K
 7/27/21  Philip Morris International Inc.  10-Q        6/30/21  100:13M
 7/07/21  Philip Morris International Inc.  8-K:1,7,9   6/30/21   13:1M
 4/27/21  Philip Morris International Inc.  10-Q        3/31/21  100:11M
 2/09/21  Philip Morris International Inc.  8-K:5,7,9   2/03/21   20:1M
 2/09/21  Philip Morris International Inc.  10-K       12/31/20  143:21M
 2/02/21  Philip Morris International Inc.  8-K:1,2,9   1/29/21   13:568K                                   Donnelley … Solutions/FA
 7/29/20  Philip Morris International Inc.  10-Q        6/30/20  101:14M
 5/01/20  Philip Morris International Inc.  8-K:5,9     4/30/20   13:718K
 3/02/20  Philip Morris International Inc.  8-K:5,7,9   2/28/20   14:829K
 2/11/20  Philip Morris International Inc.  8-K:1,2,9   2/10/20   12:913K                                   Donnelley … Solutions/FA
 2/03/20  Philip Morris International Inc.  8-K:1,2,9   1/31/20   12:470K                                   Donnelley … Solutions/FA
 7/25/19  Philip Morris International Inc.  10-Q        6/30/19  106:14M
 1/29/19  Philip Morris International Inc.  8-K:1,2,9   1/28/19    2:22K                                    Donnelley … Solutions/FA
 2/13/18  Philip Morris International Inc.  10-K       12/31/17  133:19M
 1/29/18  Philip Morris International Inc.  8-K:1,2,9   1/29/18    2:23K                                    Donnelley … Solutions/FA
 8/29/17  Philip Morris International Inc.  8-K:1,2,9   8/29/17    2:25K                                    Donnelley … Solutions/FA
 4/27/17  Philip Morris International Inc.  10-Q        3/31/17   94:9.1M
 3/23/17  Philip Morris International Inc.  DEF 14A     5/03/17    1:3.8M                                   Donnelley … Solutions/FA
 1/30/17  Philip Morris International Inc.  8-K:1,2,9   1/27/17    2:22K                                    Donnelley … Solutions/FA
 8/31/16  Philip Morris International Inc.  8-K:1,2,9   8/30/16    2:22K                                    Donnelley … Solutions/FA
 2/17/16  Philip Morris International Inc.  10-K       12/31/15  142:20M
 1/28/16  Philip Morris International Inc.  8-K:1,2,9   1/27/16    3:81K                                    Donnelley … Solutions/FA
10/05/15  Philip Morris International Inc.  8-K:1,2,9  10/01/15    2:483K                                   Donnelley … Solutions/FA
 2/20/15  Philip Morris International Inc.  10-K       12/31/14  158:28M
 1/29/15  Philip Morris International Inc.  8-K:1,2,9   1/23/15    3:27K                                    Donnelley … Solutions/FA
 5/02/14  Philip Morris International Inc.  10-Q        3/31/14   96:10M
 5/03/13  Philip Morris International Inc.  10-Q        3/31/13   91:10M
 2/15/13  Philip Morris International Inc.  8-K:1,2,9   2/15/13    2:614K
 8/03/12  Philip Morris International Inc.  10-Q        6/30/12   85:13M
 9/18/09  Philip Morris International Inc.  8-K:1,9     9/15/09    2:70K                                    Donnelley … Solutions/FA
 2/26/09  Philip Morris International Inc.  10-K       12/31/08   19:2.4M                                   Donnelley … Solutions/FA
 4/25/08  Philip Morris International Inc.  S-3ASR      4/25/08    9:999K                                   Donnelley … Solutions/FA
 3/31/08  Philip Morris International Inc.  8-K:1,5,9   3/31/08    6:533K                                   Donnelley … Solutions/FA
 3/05/08  Philip Morris International Inc.  10-12B/A               6:2.5M                                   Donnelley … Solutions/FA
 2/07/08  Philip Morris International Inc.  10-12B/A              32:5.3M                                   Donnelley … Solutions/FA

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Filing Submission 0001413329-24-000013 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)