菲利普莫里斯国际美股招股说明书(2025-10-27版)

See “Risk Factors” on pageS-8of this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. BBVA UBS InvestmentBank , 2025 TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING AND CAUTIONARY STATEMENTSS-2THE COMPANYS-3SUMMARY OF THE OFFERINGS-5RISK FACTORSS-8USE OF PROCEEDSS-12DESCRIPTION OF NOTESS-13CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-27UNDERWRITINGS-32OFFERING RESTRICTIONSS-34DOCUMENTS INCORPORATED BY REFERENCES-37LEGAL MATTERSS-38EXPERTSS-38PROSPECTUSABOUT 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. In connection with the issuance of the notes, BBVA Securities Inc., BofA Securities, Inc., Citigroup GlobalMarkets Inc., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, HSBCSecurities (USA) Inc. and UBS Securities LLC or their respective affiliates may over-allot notes or effecttransactions that stabilize or maintain the market prices of the notes at levels higher than those which mightotherwise prevail. In any jurisdiction where there can only be one stabilizing agent, Citigroup Global MarketsInc. or its affiliates shall effect such transactions. This stabilizing, if commenced, may be discontinued at anytime and will be carried out in compliance with 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 prospectus supplement and the attached prospectus may not be usedfor or in connection with an offer or solicitation by any person in any jurisdiction in which that offer orsolicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation. See“Offering Restrictions” in this prospectus supplement. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, orthe information incorporated by reference in this prospectus supplement, may add, update or changeinformation in the attached prospectus. If information in this prospectus supplement or the information thatis incorporated by reference in this prospectus supplement is inconsistent with the attached prospectus, thisprospectus supplement, or the information incorporated by reference in this prospectus supplement, willapply and will supersede that information in the attached prospectus. It is important for you to read and consider all information contained in this prospectus supplement, theattached prospectus and any related free writing prospectus in making your investment decision. You shouldalso read and consider the information in the documents we have referred you to in “DocumentsIncorporated by Reference” in this prospectus supplement and “Where You Can Find More Information” inthe attached prospectus, including ourAnnual Report on Form 10-K for the year ended December31, 2024,the p