菲利普莫里斯国际美股招股说明书(2025-10-28版)

The floating rate notes due 2028 will mature on October 27, 2028 (the “Floating Rate Notes”), the 3.875% Notes due 2028 will mature onOctober 27, 2028 (the “2028 Notes”), the 4.000% Notes due 2030 will mature on October 29, 2030 (the “2030 Notes”), the 4.250% Notes due 2032will mature on October 29, 2032 (the “2032 Notes”) and the 4.625% Notes due 2035 will mature on October 29, 2035 (the “2035 Notes” and,together with the Floating Rate Notes, the 2028 Notes, the 2030 Notes and the 2032 Notes, the “notes”). Interest on the Floating Rate Notes ispayable quarterly onJanuary 27, April 27, July 27 and October 27 of each year, beginning January 27, 2026. Interest on the 2028 Notes is payablesemiannually on April 27 and October 27 of each year, beginning April 27, 2026. Interest on the 2030 Notes is payable semiannually on April 29and October 29 of each year, beginning April 29, 2026. Interest on the 2032 Notes is payable semiannually on April 29 and October 29 of each year,beginning April29, 2026. Interest on the 2035 Notes is payable semiannually on April 29 and October 29 of each year, beginning April 29, 2026.Except as noted below, the Floating Rate Notes may not be redeemed prior to their maturity. We may redeem any of the 2028 Notes, the 2030Notes, the 2032 Notes and the 2035 Notes at the applicable redemption prices set forth in this prospectus supplement, plus accrued and unpaidinterest thereon to, but excluding, the applicable redemption date. See “Description of Notes — Optional Redemption” of this prospectussupplement. We may also redeem the notes of each series prior to maturity if specified events occur involving United States taxation. The notes willbe our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to timeoutstanding. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.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 of these securities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Citigroup UBS InvestmentBank Morgan Stanley 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-28UNDERWRITINGS-33OFFERING RESTRICTIONSS-36DOCUMENTS INCORPORATED BY REFERENCES-39LEGAL MATTERSS-40EXPERTSS-40PROSPECTUSABOUT 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,