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 June 30, 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 April 1, 2023 – April 30, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 May 1, 2023 – May 31, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 June 1, 2023 – June 30, 2023 (1) — $ — 10,481,359 $ 6,016,847,275 Pursuant to Publicly Announced Plans or Programs — $ — April 1, 2023 – April 30, 2023 (2) 4,252 $ 96.76 May 1, 2023 – May 31, 2023 (2) 1,973 $ 96.48 June 1, 2023 – June 30, 2023 (2) 3,842 $ 92.90 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. 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. 121 Table of Contents Item 5. Other Disclosures. 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. 122 Table of Contents Item 6. Exhibits. 10.1 Supplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023. 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. 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) 123 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 July 27, 2023 124