Philip Morris International Inc. 10-Q

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 September 30, 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 July 1, 2022 – July 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275 August 1, 2022 – August 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275 September 1, 2022 – September 30, 2022 (1) — $ — 10,481,359 $ 6,016,847,275 Pursuant to Publicly Announced Plans or Programs — $ — July 1, 2022 – July 31, 2022 (2) 9,243 $ 98.37 August 1, 2022 – August 31, 2022 (2) 2,550 $ 96.73 September 1, 2022 – September 30, 2022 (2) 1,631 $ 95.89 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. These share repurchases have been made pursuant to the $7 billion program. On May 11, 2022, we announced the suspension of our three-year share repurchase program following the recommended public offer to acquire the outstanding shares of Swedish Match from its shareholders. For further details on the offer, see the Acquisitions and Other Business Arrangements section of Part I, Item 2 of this Form 10-Q. (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. 119 Table of Contents Item 6. Exhibits. 3.1 Amended and Restated Articles of Incorporation of Philip Morris International Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, 2008). 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). 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). 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). 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. 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) 120 Table of Contents 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 October 27, 2022 121