Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Our share repurchase activity for each of the three months in the quarter ended June 30, 2022, was as follows:
+Added: Our share repurchase activity for each of the three months in the quarter ended September 30, 2022, was as follows:
Period Total Number
8 unchanged sentences
Under the Plans or
−Removed: April 1, 2022 –
−Removed: April 30, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: May 1, 2022 –
−Removed: May 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: June 1, 2022 –
−Removed: June 30, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: July 1, 2022 –
+Added: July 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: August 1, 2022 –
+Added: August 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: September 1, 2022 –
+Added: September 30, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
Pursuant to Publicly
1 unchanged sentence
or Programs — $ —
−Removed: April 1, 2022 –
−Removed: April 30, 2022 (2) 3,055 $ 94.67
−Removed: May 1, 2022 –
−Removed: May 31, 2022 (2) 2,270 $ 100.93
−Removed: June 1, 2022 –
−Removed: June 30, 2022 (2) 2,548 $ 106.02
−Removed: For the Quarter Ended June 30, 2022 7,873 $ 100.15
+Added: July 1, 2022 –
+Added: July 31, 2022 (2) 9,243 $ 98.37
+Added: August 1, 2022 –
+Added: August 31, 2022 (2) 2,550 $ 96.73
+Added: September 1, 2022 –
+Added: September 30, 2022 (2) 1,631 $ 95.89
+Added: For the Quarter Ended September 30, 2022 13,424 $ 97.76
(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.
2 unchanged sentences
For further details on the offer, see the Acquisitions and Other Business Arrangements section of Part I, Item 2 of this Form 10-Q.
−Removed: During the second quarter of 2022, we did not repurchase any shares under this 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.
−Removed: 10.1 Supplemental letter to the Employment Agreement with Jorge Insuasty, effective April 1, 2022.
−Removed: 10.2 Philip Morris International Inc.
−Removed: 2022 Performance Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 6, 2022).
−Removed: 10.3 Credit Agreement, dated May 11, 2022, among Philip Morris International Inc.
−Removed: , 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: 10.4 Credit Agreement relating to the Term Loan Facility, between Philip Morris International Inc., 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: 3.1 Amended and Restated Articles of Incorporation of Philip Morris International Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, 2008).
+Added: 3.2 Amended and Restated Bylaws 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).
+Added: 10.1 Amendment to the Bridge Credit Agreement among Philip Morris International Inc., the lenders named therein and Citibank Europe PLC, UK Branch, as Facility Agent, dated September 2, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 2, 2022).
+Added: 10.2 Amendment to the Term Loan Credit Agreement among Philip Morris International Inc., the lenders named therein and Citibank Europe PLC, UK Branch, as Facility Agent, dated September 2, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 2, 2022).
+Added: 10.3 Amendment and Extension Agreement among Philip Morris International Inc., the lenders named therein, Citibank Europe PLC, UK Branch, as Facility Agent, and Citibank N.A., as swingline agent, dated September 20, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 23, 2022).
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.
16 unchanged sentences
Chief Financial Officer
−Removed: July 29, 2022
+Added: October 27, 2022
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.