Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Our share repurchase activity for each of the three months in the quarter ended March 31, 2022, was as follows:
Period Total Number
of Shares
Repurchased Average
Price Paid
Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Plans or
Programs
January 1, 2022 –
January 31, 2022 (1) 377,393 $ 97.65 8,892,022 $ 6,178,541,816
February 1, 2022 –
February 28, 2022 (1) 668,911 $ 107.16 9,560,933 $ 6,106,858,356
March 1, 2022 –
March 31, 2022 (1) 920,426 $ 97.79 10,481,359 $ 6,016,847,275
Pursuant to Publicly
Announced Plans
or Programs 1,966,730 $ 100.95
January 1, 2022 –
January 31, 2022 (2) 14,393 $ 96.86
February 1, 2022 –
February 28, 2022 (2) 218,668 $ 110.52
March 1, 2022 –
March 31, 2022 (2) 2,884 $ 100.55
For the Quarter Ended March 31, 2022 2,202,675 $ 101.88
(1) On June 11, 2021, our Board of Directors authorized a new share repurchase program of up to $7 billion, with target spending of $5 billion to $7 billion over a three-year period that commenced in July 2021. These share repurchases have been made pursuant to the $7 billion program.
(2) Shares repurchased represent shares tendered to us by employees who vested in restricted and performance share unit awards and used shares to pay all, or a portion of, the related taxes.
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Item 6. Exhibits.
10.1 Amendment and Extension Agreement, effective February 1, 2022, 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) .
10.2 Amendment and Extension Agreement, effective February 10, 2022, 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) .
10.3 Supplemental Letter to the Offer Letter with Drago Azinovic, dated December 7, 2008.
10.4 Employment Agreement with Drago Azinovic, effective August 1, 2012.
10.5 Supplemental Letter to the Employment Agreement with Drago Azinovic, effective April 1, 2017.
10.6 Supplemental Letter to the Employment Agreement with Drago Azinovic, effective January 1, 2018.
10.7 Employment Agreement with Jorge Insuasty, effective January 1, 2021.
10.8 Supplemental Letter to the Employment Agreement with Jacek Olczak, effective March 1, 2022.
10.9 Form of Restricted Stock Unit Agreement (2022 Grant).
10.10 Form of Performance Stock Unit Agreement (2022 Grant).
10.11 Restricted Stock Unit Agreement (2022 Grant) (Emmanuel Babeau).
10.12 Performance Stock Unit Agreement (2022 Grant) (Emmanuel Babeau).
31.1 Certification of the Registrant's Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Registrant's Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Registrant's Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Registrant's Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
101.SCH XBRL Taxonomy Extension Schema.
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF XBRL Taxonomy Extension Definition Linkbase.
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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Signature
Pursuant to the requirements 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.
PHILIP MORRIS INTERNATIONAL INC.
/s/ EMMANUEL BABEAU
Emmanuel Babeau
Chief Financial Officer
April 28, 2022
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