Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Our share repurchase activity for each of the three months in the quarter ended March 31, 2023, was as follows:
+Added: Our share repurchase activity for each of the three months in the quarter ended June 30, 2023, was as follows:
Period Total Number
8 unchanged sentences
Under the Plans or
−Removed: January 1, 2023 –
−Removed: January 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: February 1, 2023 –
−Removed: February 28, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
−Removed: March 1, 2023 –
−Removed: March 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: April 1, 2023 –
+Added: April 30, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: May 1, 2023 –
+Added: May 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
+Added: June 1, 2023 –
+Added: June 30, 2023 (1) — $ — 10,481,359 $ 6,016,847,275
Pursuant to Publicly
1 unchanged sentence
or Programs — $ —
−Removed: January 1, 2023 –
−Removed: January 31, 2023 (2) 5,894 $ 101.40
−Removed: February 1, 2023 –
−Removed: February 28, 2023 (2) 230,046 $ 100.88
−Removed: March 1, 2023 –
−Removed: March 31, 2023 (2) 6,403 $ 97.47
−Removed: For the Quarter Ended March 31, 2023 242,343 $ 100.80
+Added: April 1, 2023 –
+Added: April 30, 2023 (2) 4,252 $ 96.76
+Added: May 1, 2023 –
+Added: May 31, 2023 (2) 1,973 $ 96.48
+Added: June 1, 2023 –
+Added: June 30, 2023 (2) 3,842 $ 92.90
+Added: For the Quarter Ended June 30, 2023 10,067 $ 95.23
(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.
4 unchanged sentences
(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 Stefano Volpetti, effective January 1, 2023.
−Removed: 10.2 Employment Agreement with Frederic de Wilde, effective March 1, 2023.
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).*
−Removed: 10.9 Supplemental letter to the Employment Agreement with Frederic de Wilde, effective March 1, 2023.
−Removed: 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.)
+Added: Other Disclosures.
+Added: During the three months ended June 30, 2023, no director or officer of PMI adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
+Added: 10.1 Supplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023.
+Added: 10.2 Supplemental letter to the Employment Agreement with Stefano Volpetti, effective April 1, 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)
−Removed: _______________________
−Removed: * Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: 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: April 26, 2023
+Added: July 27, 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.