菲利普莫里斯国际美股招股说明书(2025-06-03版)

The% Notes due 20will mature on, 20(the “20Notes”) and the% Notesdue 20will mature on, 20(the “20Notes” and, together with the 20Notes, the “notes”). Intereston the 20Notes is payable annually onof each year, beginning, 20. Interest on the20Notes is payable annually onof each year, beginning, 20. We may redeem anyof the notes at the applicable redemption prices set forth in this prospectus supplement, plus accrued andunpaid interest thereon to, but excluding, the applicable redemption date. See “Description of Notes —Optional Redemption” of this prospectus supplement. We may also redeem the notes of each series prior tomaturity if specified events occur involving United States taxation. The notes will be our seniorunsecuredobligations and will rank equally in right of payment with all of our other senior unsecuredindebtedness from time to time outstanding. The notes will be issued only in denominations of €100,000 andintegral multiples of €1,000 in excess thereof. Application will be made to have the notes listed on the New York Stock Exchange. See “Risk Factors” on pageS-7of this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the attachedprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The public offering prices set forth above do not include accrued interest. Interest on the notes of eachseries will accrue from, 2025. The underwriters expect to deliver the notes of each series to purchasers in book-entry form throughClearstream Banking, société anonyme (“Clearstream”), or Euroclear Bank, SA/NV (“Euroclear”), asoperator of the Euroclear System, on or about, 2025. HSBC Barclays , 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING AND CAUTIONARY STATEMENTSS-2THE COMPANYS-3SUMMARY OF THE OFFERINGS-5RISK FACTORSS-7CURRENCY CONVERSION AND FOREIGN EXCHANGE RISKSS-8USE OF PROCEEDSS-10DESCRIPTION OF NOTESS-11CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19UNDERWRITINGS-25OFFERING RESTRICTIONSS-27DOCUMENTS INCORPORATED BY REFERENCES-30LEGAL MATTERSS-31EXPERTSS-31 PROSPECTUS ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiDOCUMENTS INCORPORATED BY REFERENCEivFORWARD-LOOKING AND CAUTIONARY STATEMENTSvTHE COMPANY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF DEBT SECURITIES5DESCRIPTION OF DEBT WARRANTS17PLAN OF DISTRIBUTION19LEGAL MATTERS19EXPERTS19 We have not, and the underwriters have not, authorized anyone to provide you with any information otherthan that contained or incorporated by reference in this prospectus supplement, any related free writingprospectus and the attached prospectus. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. If the information varies between this prospectussupplement and the attached prospectus, the information in this prospectus supplement supersedes theinformation in the attached prospectus. We are not making an offer of these securities in any jurisdiction wherethe offer or sale is not permitted. Neither the delivery of this prospectus supplement, any related free writingprospectus or the attached prospectus, nor any sale made hereunder and thereunder, shall under anycircumstances create any implication that there has been no change in our business, results of operations, cashflows and financial position since the date of this prospectus supplement, any related free writing prospectus orthe attached prospectus, regardless of the time of delivery of such document or any sale of securities offeredhereby or thereby, or that the information contained or incorporated by reference herein or therein is correct asof any time subsequent to the date of such information. notes at levels higher than those which might otherwise prevail. However, there is no assurance that thestabilizing manager (or persons acting on its behalf) will undertake stabilization action. Any stabilization actionmay begin on or after the date on which adequate public disclosure of the terms of the offer of the notes is madeand, if begun, may be ended at any time, but it must end no later than 30 calendar days after the date on whichPhilip Morris International Inc. received the proceeds of the issue, or no later than 60 calendar days after thedate of the allotment of the notes, whichever is the earlier. Such stabilization shall be conducted in accordancewith all applicable laws, regulations and rules. The distribution of this prospectus supplement and the attached prospectus and the offering or sale of thenotes in some jurisdictions may be restricted by law. Persons into whose possession this prospectus supplementand the attached prospectus come are required by us and the underwriters to inform themselves about, and toobserve, any applicable restrictions. This