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 March 31, 2023, 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, 2023 – January 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 February 1, 2023 – February 28, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 March 1, 2023 – March 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 Pursuant to Publicly Announced Plans or Programs — $ — January 1, 2023 – January 31, 2023 (2) 5,894 $ 101.40 February 1, 2023 – February 28, 2023 (2) 230,046 $ 100.88 March 1, 2023 – March 31, 2023 (2) 6,403 $ 97.47 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. 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 Swedish Match acquisition, see Note 2. 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. 102 Table of Contents Item 6. Exhibits. 10.1 Supplemental letter to the Employment Agreement with Stefano Volpetti, effective January 1, 2023. 10.2 Employment Agreement with Frederic de Wilde, effective March 1, 2023. 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). 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). 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). 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). 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). 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).* 10.9 Supplemental letter to the Employment Agreement with Frederic de Wilde, effective March 1, 2023. 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. 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) _______________________ * Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request. 103 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 April 26, 2023 104