Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Our share repurchase activity for each of the three months in the quarter ended September 30, 2022, was as follows:
+Added: Our share repurchase activity for each of the three months in the quarter ended March 31, 2023, was as follows:
Period Total Number
8 unchanged sentences
Under the Plans or
−Removed: July 1, 2022 –
−Removed: July 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: August 1, 2022 –
−Removed: August 31, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: September 1, 2022 –
−Removed: September 30, 2022 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: January 1, 2023 –
+Added: January 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: February 1, 2023 –
+Added: February 28, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: March 1, 2023 –
+Added: March 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
Pursuant to Publicly
1 unchanged sentence
or Programs — $ —
−Removed: July 1, 2022 –
−Removed: July 31, 2022 (2) 9,243 $ 98.37
−Removed: August 1, 2022 –
−Removed: August 31, 2022 (2) 2,550 $ 96.73
−Removed: September 1, 2022 –
−Removed: September 30, 2022 (2) 1,631 $ 95.89
−Removed: For the Quarter Ended September 30, 2022 13,424 $ 97.76
+Added: January 1, 2023 –
+Added: January 31, 2023 (2) 5,894 $ 101.40
+Added: February 1, 2023 –
+Added: February 28, 2023 (2) 230,046 $ 100.88
+Added: March 1, 2023 –
+Added: March 31, 2023 (2) 6,403 $ 97.47
+Added: For the Quarter Ended March 31, 2023 242,343 $ 100.80
(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.
1 unchanged sentence
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.
−Removed: For further details on the offer, see the Acquisitions and Other Business Arrangements section of Part I, Item 2 of this Form 10-Q.
+Added: For further details on the Swedish Match acquisition, see Note 2.
+Added: Acquisitions of Part I, Item 1 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.
−Removed: 3.1 Amended and Restated Articles of Incorporation of Philip Morris International Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed February 7, 2008).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
+Added: 10.1 Supplemental letter to the Employment Agreement with Stefano Volpetti, effective January 1, 2023.
+Added: 10.2 Employment Agreement with Frederic de Wilde, effective March 1, 2023.
+Added: 10.3 Form of Restricted Stock Unit Agreement (2023 Grants) (incorporated by reference to Exhibit 10.85 the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.4 Form of Performance Share Unit Agreement (2023 Grants) (incorporated by reference to Exhibit 10.86 the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.5 Form of Restricted Stock Unit Agreement (by tranches) (2023 Grants) (incorporated by reference to Exhibit 10.87 the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.6 Form of Restricted Stock Unit Agreement (2023 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.78 the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.7 Form of Performance Share Unit Agreement (2023 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.79 the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.8 Amendment and Extension Agreement, dated as of January 25, 2023, 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 file d January 30, 2023).*
+Added: 10.9 Supplemental letter to the Employment Agreement with Frederic de Wilde, effective March 1, 2023.
+Added: 10.10 Separation Agreement and Release between Drago Azinovic and Philip Morris Products S.A., effective March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 3, 2023.)
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.
11 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: _______________________
+Added: * Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request.
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.
3 unchanged sentences
Chief Financial Officer
−Removed: October 27, 2022
+Added: April 26, 2023
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.