tm2426896-1_424b2 - none

本初步招股书补充和随附招股说明书中的信息并不完整，可能会有更改。本初步招股书补充与已修正的1933年证券法项下生效的注册声明有关。本初步招股书补充和随附的招股说明书并非要在任何不允许提供或销售的司法管辖区出售这些证券，也没有寻求购买这些证券的要约。

根据规则424(b)(2)提交申请

注册编号333-269690

日期为2024年10月30日，以后补充完整

招股说明书补充，日期为2023年2月10日的招股说明书

菲利普莫里斯国际公司

[MISSING IMAGE: lg_philipmorrisint-4c.jpg]

$ % 到期20年的票据
$ % 到期20年的票据
$ % 到期20年的票据
$ % 到期20年的票据

到期日为20日的 %票据将在2020年到期（称为“20%票据”），到期日为20日的 %票据将在2020年到期（称为“20%票据”），到期日为20日的 %票据将在2020年到期（称为“20%票据”），到期日为20日的 %票据将在2020年到期（称为“20%票据”，连同20日的票据、20日的票据和20日的票据，即“票据”）。 2025年的每年的 %票据利息将于每年的月和日半年支付，第一次支付日期为2025年月日。 2025年的每年的 %票据利息将于每年的月和日半年支付，第一次支付日期为2025年月日。 2025年的每年的 %票据利息将于每年的月和日半年支付，第一次支付日期为2025年月日。 2025年的每年的 %票据利息将于每年的月和日半年支付，第一次支付日期为2025年月日。我们可能会按照本招股说明书中规定的适用赎回价格赎回任何票据，并支付截至但不包括适用赎回日期的应计未偿付的利息。请参见本招股说明书中的“票据说明-可选赎回”。如果涉及美国税收的指定事件发生，我们可能还会在到期前赎回各系列的票据。票据将是我们的优先无抵押债务，并将与我们每时每刻未偿还的所有其他优先无抵押债务权利平等。票据仅以2,000美元的面额及其倍数的整数发行，超出此面额。

见第页面的“风险因素” S-8 本招股说明书补充之页面单独提供“风险因素 ”。

美国证券交易委员会（“SEC”）或任何州证券委员会均未核准或否决这些证券，也未确定本招股说明书补充或附属招股说明书的真实性或完整性。任何相反陈述均构成犯罪。

公开
发行价格

承销
折扣

我们的收益
(在扣除费用之前)

每张票据

总

每张票据

总

每张票据

总

%到期的债券20

% 到期 20

% 到期的票据 20

% 到期于20年的票据

以上所述的公开发行价格不包括应计利息。每一系列债券的利息将从2024年开始计息。

这些债券不会在任何证券交易所上市，也不会纳入任何自动报价系统。

承销商预计将以账簿入账形式通过Depository Trust Company（DTC）、Clearstream Banking、société anonyme（Clearstream）或Euroclear Bank，SA/NV（Euroclear）交易所操作员，在2024年左右交付每个系列的债券给购买者。

联合主承销商

BBVA

美银证券

德意志银行
证券

高盛
Co. LLC

富国银行
证券

巴克莱银行

花旗集团

瑞穗证券

瑞银投资银行

2024年招股书补充资料

招股书补充

	关于本招股说明书					S-1
	前瞻性陈述和警示性声明					S-2
	本公司					S-3
	募集概要					S-5
	风险因素					S-8
	使用收益					S-9
	票据说明					S-10
	某些美国联邦所得税方面的考虑					S-19
	包括花旗集团全球货币市场公司、巴克莱资本公司、法国巴黎银行股份有限公司证券公司、摩根士丹利证券有限责任公司和富国证券有限责任公司在内的Becton, Dickinson及该发行的承销商已签订有关票据的承销协议。根据承销协议的条款和条件，各承销商已各自协议购买所示票据的本金金额。					S-24
	发行限制					S-27
	所附文件引用					S-30
	法律事项					S-31
	专家					S-31

招股说明书

	关于本说明书					ii
	更多信息					iii
	所附文件引用					iv
	前瞻性陈述和警示性声明					v
	本公司					1
	风险因素					3
	使用收益					4
	债券证券说明书					5
	债务认股权证说明					17
	分销计划					19
	法律事项					19
	专家					19

我们及承销商未授权任何人向您提供除本招股说明书补充、任何相关自由撰写招股说明书和附表中所包含或引用的信息以外的任何信息。我们对他人可能提供给您的其他任何信息不承担责任，并不能保证其可靠性。若本招股说明书补充与附表中的信息有出入，本招股说明书补充中的信息将取代附表中的信息。我们不会在任何不允许提供的司法管辖区提供这些证券的报价。无论本招股说明书补充、任何相关自由撰写招股说明书或附表的交付，或者基于此进行的销售，在任何情况下都不应构成任何暗示，即自本招股说明书补充、任何相关自由撰写招股说明书或附表的日期起，我们的业务、运营结果、现金流和财务状况没有发生变化，无论何时交付这样的文件或销售任何在此处或在此处提供的证券，或者在此处或在此处的任何时候被引用或引入的信息截至这样信息的日期都是正确的。

关于此次发行的票据，西班牙银行证券公司、美银证券公司、德意志银行证券公司、高盛和公司、富国银行证券有限责任公司、巴克莱银行公司、花旗集团全球市场公司、瑞穗美国证券有限责任公司和瑞银证券有限责任公司或其各自的关联公司可能

S-i

有关本招股说明书补充资料

本招股说明书补充说明包含有关票据发行的条款。本招股说明书补充说明或被引用的相关信息可能补充、更新或更改所附招股书中的信息。如果本招股说明书补充说明中的信息或本招股说明书补充说明中所涵盖的被引用信息与所附招股书中的信息不一致，则本招股说明书补充说明或全文或被引用的信息将被采用并取代所附招股书中的相关信息。

在作出投资决定时，您阅读和考虑本招股说明书补充说明、附加的招股书和任何相关的自由书面招股说明中包含的所有信息是很重要的。您还应阅读并考虑本招股理明书补充说明中我们提及的“引用文件”中的信息，以及所附招股书中“更多信息来源”中的信息，包括我们的 2023年12月31日结束的Form 10-k年度报告，我们在2024年3月28日提交给SEC的14A表格上的明文代理声明的部分所有板块所援引的，是我们截至于季度结束的10-Q表格季度报告 2024年3月31日 2024年6月30日止季度和 2024年9月30日以及我们于2024年1月24日向SEC提交的当前报告8-k 2024年2月2日 2024年2月2日（仅就项目 1.01 而言） 2024年2月13日 2024年5月9日 2024年6月6日 2024年6月17日 2024年9月17日和 2024年10月18日。

本增补说明书中的商标和服务标记以粗斜体字形式呈现，为我们的子公司所拥有或许可。

菲利普莫里斯国际公司成立于1987年，是一家总部设于维珍尼亚州的控股公司。除非另有说明，本增补说明书中涉及「PMI」、「我们」、「我们的」或「我们」的所有参考均指菲利普莫里斯国际公司及其子公司。

本文件中提及的「美元」、「美元」和「美元」指的是美元，这里包含或参照的所有财务数据均按照美国通用会计准则呈现。

S-1

前瞻性和警语性声明

我们可能不时发表书面或口头的前瞻性陈述，包括在本附录和附属说明书中包含或引用的信息。您可以通过使用“策略”、“预期”、“持续”、“计划”、“预期”、“相信”、“将”、“立志”、“估计”、“打算”、“项目”、“目标”、“目标”、“预测”等词来识别这些前瞻性陈述。您也可以通过它们不严密关联于历史或当前事实的事实来辨认它们。

我们无法保证任何前瞻性陈述将会实现，虽然我们认为在我们的计划和假设方面已经谨慎。我们的无烟产品（“SFPs”）属于一个相对不可预测的新产品类别，比起我们成熟的香烟业务来说。未来结果的实现受到风险、不确定性和不准确的假设的影响。如果已知或未知的风险或不确定性实现，或者基础假设被证明不准确，实际结果可能与预期、估计或预测大不相同。在考虑前瞻性陈述以及是否投资于或继续投资于票据时，您应该谨记此事。根据1995年《私人证券诉讼改革法》的“安全港”规定，我们在本附录和引用的文件中已经确定了重要的因素，这些因素单独或综合起来可能导致实际结果和结果与我们所作的任何前瞻性陈述相差甚远；任何这样的陈述都条件附有对这些警语的引用。我们在本附录和引用的文件中详述了我们面临的这些和其他风险，包括我们的业务 2023年结束的年度10-k报告和我们截至日期的季度报告，表格10-Q，为截至日期的季度 2024年3月31日， 2024年6月30日止季度和 2024年9月30日。您应该了解，不可能预测或确定所有风险因素。因此，您不应将本说明书补充和参考文献中谈论的风险视为对所有潜在风险或不确定性的全面讨论。除非在我们正常的公开披露义务过程中，我们不会承诺更新我们可能不时发表的任何前瞻性声明。

S-2

公司

我们是一家领先的国际烟草公司，积极致力打造无烟的未来。我们正在长期发展我们的产品组合，以包括烟草和尼古丁行业以外的产品。我们目前的产品组合主要包括香烟和无烟产品。自 2008 年以来，我们已投资超过 125 亿美元，为否则会继续吸烟的成年人开发、科学证实和商业化创新的无烟产品，目标是完全终止销售香烟。这项投资包括建立世界级的科学评估能力，尤其是在临床前系统毒理学、临床和行为研究以及市场后研究等领域。2022 年 11 月，我们收购了 Swedish Match Ab（「瑞典 Match」）—— 口服尼古丁服务领域的领导者 —— 创造了全球无烟组合，由我们的领导。伊科斯和辛品牌。美国食品药品监督管理局已授权版本伊科斯设备和消耗品以及瑞典比赛将军作为改性风险烟草产品的雪服，以及这些产品的续订申请目前正在处理 FDA 审议。

随著该合并和 2023 年迈向瑞典比赛业务整合到 PMI 现有区域结构的进展，采购经理人指数在 2024 年 1 月更新了其分部报告，将前的瑞典比赛分段结果纳入现有四个地理区段中。我们的四个地理部分如下：欧洲地区；南亚和东南亚，独立国家联合会，中东和非洲地区；东亚，澳大利亚和 PMI 免税区；以及美洲地区。健康和医疗保健部门，其中包括我们 Vectura Fertin 制药业务业务的营运业绩，保持不变。

我们的香烟在约 175 个市场销售，在这些市场中的许多市场，它们占有第一或第二的市场份额。我们有各种优质、中价和低价品牌。我们的产品组合包括国际和本地品牌。

无烟商业（「SFB」）是我们用来指我们所有无烟产品的术语。SFb 还包括健康和保健产品，以及消费性配件，例如打火机和火柴。

无烟产品是我们用来指所有提供尼古丁而不会燃烧烟草的产品，例如热不燃烧、电子蒸气和口服无烟，因此产生较低的有害化学物质含量。因此，与继续吸烟相比，这些产品有可能较少的伤害风险。

伊科斯和辛是我们 SFP 产品组合中的领先品牌。截至 2024 年 9 月 30 日，我们的无烟产品已在 92 个市场发售。

我们的健康和医疗保健业务策略专注于开发和商业化口腔和吸入消费者健康和健康产品以及吸入处方产品，适用于包括疼痛管理和心血管紧急情况的治疗领域。这包括符合适用法规要求的医疗和制药大麻素以及非娱乐性大麻素产品（包括 CBD），尽管与大麻素有关的任何收入预计在短期和中期内都可忽略不大。

2022 年，我们收购了口服尼古丁交付市场领导者 Swedish Match，在美国市场拥有著重大的业务。Swedish Match 收购是我们转型成为无烟公司的重要里程碑。

瑞典 Match 在美国拥有领先的尼古丁袋特许经营权辛品牌名称。Swedish Match 产品组合是我们现有产品组合的补充，使我们能够将领先的口服尼古丁产品与领先的热不燃产品结合在一起。通过与 Swedish Match 合作，我们希望加快实现我们共同的无烟愿景，将更多不会继续吸烟的成年人更快地转换为更好的替代品，比任何一家公司单独实现的更好的替代品。

2022 年，我们还与阿尔特里亚集团有限公司完成协议，以终止我们在美国的商业关系，包括伊科斯截至二零二四年四月三十日。PMI 现在拥有商业化的完整权利伊科斯在美国

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发行总结

以下摘要包含有关票据的基本资讯，并不旨在完整。它并没有包含所有对您重要的资讯。有关票据的更详细描述，请参阅本说明书补充资料中的“票据描述”部分以及附带说明书中的“债务证券描述”部分。

发行人

菲利普莫里斯国际公司

发行的证券

20张票据的总本金金额$ 。

20 张票据的总本金金额。

利率期货

这20 张票据将于2024年起计算利率，年利率为 %。

支付利息日期

对于每年的所有板块，从2025年开始，第20张纸币。

排名

这些票据将是我们的偿还债务的优先无担保义务，与我们现有和未来的所有偿还债务享有同等的支付权利。由于我们是一家控股公司，这些票据事实上将位于子公司的任何债务或其他负债之下。信托契约没有限制我们或我们的子公司可能发行的债务或其他负债的金额。

可选赎回

我们可以选择在任何时候全部或部分赎回20 Notes，其价格为被赎回的20 Notes本金金额或“折算”金额中较高者，再加上无论哪种情况下的应计及未支付的利息（如有）直至但不包括赎回日期。

在20 Notes的预定到期日期前个月之前（20 Notes的预定到期日期前个月），我们可以选择在任何时候全部或部分赎回20 Notes，其价格为被赎回的20 Notes本金金额或“折算”金额中较高者，再加上无论哪种情况下的应计及未支付的利息（如有）直至但不包括赎回日期。

S-5

在20年∙∙∙∙∙∙∙∙之后（20年20◇票本息的计划到期日前的◇个月），我们可以自行赎回全部或分次赎回20◇票，赎回价格等于20◇票应赎还的本金金额的100%，再加上截至赎回日期的应计及未付利息，如有的话。

在20年∙∙∙∙∙∙∙∙之前（20年20◇票本息的计划到期日前的◇个月），我们可以自行赎回全部或分次赎回20◇票，买入价格等于应赎还的20◇票本金金额或“价值补偿”金额中较高者，再加上无论哪种情况，截至赎回日期的应计及未付利息，如有的话。

请查阅“票据描述-选择性赎回”。

可选税金赎回

在本说明书补充中的“票据描述-税务原因赎回”标题下描述的特定税务事件发生时，我们可能赎回所有（但非部分）每个系列的票据。

契约条款

我们将发行每个系列的票据，其设有限制条款的信托契约，限制了我们的能力，但有重大例外，包括：

•

承担由留置权保障的债务；以及

•

参与出售及租回交易。

款项的使用

我们将从这次发行中收到净收益（在承销折扣后及发行费用前）。我们打算将净收益加入我们的所有基金类型，这些资金可以用于：

•

用于一般公司用途；

•

预付我们在三年期贷款设施的贷款的部分或全部。

S-6

•

以偿还未偿还的商业票据；或者

•

以满足我们的营运资本需求。

如果我们不立即使用净收益，我们可能将暂时投资于短期、有息的债务，详见本招股说明书补充资料中的“使用收益”部分。

利益冲突

我们打算利用本次发行的净收益的一部分来预付我们在我们的Term Loan Facility的3年期贷款头寸下的一部分或全部未偿还金额（请参见本招股说明书补充资料中的“使用收益”部分）。因此，某些承销商的联系人可能会收取至少5%的净发售收益，用于此预付款。因此，本次发行符合FINRA规则5121的要求。由于每个系列的票据预计都将获得投资级评级，不需要任命合格的独立承销商。

不挂牌

这些票据将不会在任何证券交易所上市或包括在任何自动报价系统中。

清算和结算

每个系列的票据将通过DTC、Clearstream和Euroclear进行结算。

管辖法律

每个系列的票据将受纽约州法律的管辖。

风险因素

投资于这些票据涉及风险。请参阅“风险因素”以及本文件中所包含或视为包含的讨论，在您决定投资于这些票据之前，请仔细考虑这些因素。

受托人

汇丰银行美国，全美国家协会。

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募集资金的用途

我们将从此次发行中获得净收益（扣除承销折扣并在发行费用之前），约为$。我们打算将净收益加入我们的所有基金类型，可能用于：

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用于一般企业用途；

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预先支付我们在我们的三年期贷款设施的一部分或全部未清借款。

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以偿还未偿还的商业票据；或者

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以满足我们的营运资金需求。

截至2024年10月29日，我们未偿还的3年期无抵押债权贷款设施（2022年6月23日签署的“债务贷款设施”）尚有三十亿欧元（约合三十二亿美元）未清偿。根据债务贷款设施，这些贷款的利息基于欧元区银行间同业拆息率（EURIBOR），再加上0.55%的差额，详情请参阅债务贷款设施的条款。我们在债务贷款设施的3年期部分下的贷款将于2025年11月9日到期，除非提前偿还。

如果我们不立即使用净收益，我们可能暂时将其投资于短期、带利息的债务。

某些承销商或其联属公司是我们债务贷款设施3年期部分的贷款人。因此，这些承销商或其联属公司可能会在我们偿还债务贷款设施3年期部分的款项中收到部分款项。请参阅“承销（利益冲突）”栏。

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附注说明

以下是有关票据特定条款的描述，补充了附属招股书第5页开始列明的债务证券一般条款和条款描述。附属招股书包含票据的其他条款和2008年4月25日生效的债券之间的协议的详细摘要，该协议是菲利普莫里斯国际公司与美国汇丰银行（美国）国家协会作为受托人签署的，根据该协议发行票据。以下描述取代了附属招股书中的债务证券描述，以解决任何不一致之处。在本招股章程中使用的术语若没有另行定义将根据附属招股书给予的含义。

20年票据的特定条款

20年票据是附属招股书中描述的一系列债务证券，将成为优先债务证券，最初发行总本金金额为$，将于20年到期。

20年票据将于2024年支付每年 %的年息，每年纪录日后半年支付一次，从2025年起开始支付，支付给登记为20年票据持有人的人，前一营业日收盘时的纪录日，具体日期为或。

利息将基于包括十二个30天月份的360天年计算。

20款债券的某些条款

20款债券是一系列在附属说明书中描述的债务证券，将为优先债务证券，最初将以总本金金额 $________发行，到 20年__年__月__日到期。

20款债券将自2024年__月__日起以____%的年利率计息，每年____月____日和____月____日支付一次，至2025年__月__日开始支付给债券持有人，这些债券在前一个__月__日或____的交易日结束时以登记持有人的名义登记。

利息将按照每年三百六十天，共十二个30天的月份计算。

20款债券的某些条款

20款债券是一系列在附属说明书中描述的债务证券，将为优先债务证券，最初将以总本金金额 $________发行，并将于 20年__年__月__日到期。

利息将按照每年三百六十天，共十二个30天的月份计算。

20笔注明条款

20笔注明条款是一系列债务证券，详见附随的招股书，将作为优先债务证券发行，最初的总本金金额为$，将在20之日到期。

20笔注明条款将自2024年月日起以年息 %支付利息，每半年在和每年的日按后付方式支付，从2025年月日起开始支付给当时登记有20笔注明条款的人士名下的人，而这些人的名字将在前一个或前一个日收盘后登记，视情况而定。

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利息将根据由十二个30天的月份组成的360天年计算。

一般事项。

在某些情况下，我们可能选择通过全额偿还或契约偿还来履行我们对票据的义务。有关我们可能如何这样做的更多信息，请参阅附上招股计划书第13页上的“债券描述-偿还”部分。

我们可以在不通知或征得任何一系列债券的持有人或实益拥有人的情况下，发行具有相同排名和相同利率、到期日和其他条款的额外债券，与该系列债券的债券不同之处仅在公开发行价格和发行日。拥有这种相似条款的某一系列的任何额外债券，连同适用的该系列债券，将构成债券契约中的一个单一系列债券。如果出现涉及该系列债券的违约情况，则将不得发行该系列的任何额外债券。

这些债券将不享有任何偿还基金。

可选赎回

我们可以选择在任何时间全额赎回20 债券，或不时部分赎回（等于2,000美元或超过该金额1,000美元的整数倍）。赎回价格将等于（i）赎回的20 债券的本金金额的100%和（ii）若该等债券在年20 日到期的话，将到赎回日期分段以半年为基础（假定由十二个30天的月份组成的360天年），以等于适用的国库利率（如下所定义）加基点的率，加上截至但不包括赎回日期的应付本金和利息的每一剩余预定付款的现值之和（不包括已截至赎回日支付的利息）折现到赎回日期，加上任何应计且未付的利息，如果有的话。

在20◻揭示日期之前（日期为20◻票据预定到期日的前月份），即20◻购回日期，我们可以选择性地全额或分割性地不时赎回20◻票据（每次在2,000美元或超过此额的1,000美元的整数倍数），赎回价格将等于（i）要赎回的20◻票面金额的100%及（ii）如果这些票据在20◻购回日期到期时到期，每笔剩余本金和利息支付的现值之和（不包括到赎回日期的应计利息），在赎回日以半年为基准（假设由十二个30天的月份组成的360天年）以比利时债券利率（如下所定义）加上基点的利率折扣，然后加上已应计但未结清的利息（如果有的话），截至但不包括赎回日期。

在或之后20◻购回日期，我们可以选择性地全额或分割性地不时赎回20◻票据（每次在2,000美元或超过此额的1,000美元的整数倍数）至赎回价格等于要赎回的20◻票面金额的100%，再加上截至但不包括赎回日期的已应计但未结清的利息（如果有的话）。

于20日视窗期后，我们可以自行选择赎回全部或部分20亿美元票据（每次2,000美元或超额1,000美元的整数倍），赎回价格为等于欲赎回的20亿美元票据的本金金额的100%，并加上欠付的应计利息（如果有的话），但不包括赎回日期。

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在20 票据到期日前之日期，即20 票据的预定到期日前个月（“20 票据赎回日”），我们可以自行选择全数或部分赎回20 票据（每次以$2,000或超过该金额的$1,000的整数倍为单位）。赎回价格将以以下两者中较高者为准：（i）欲赎回的20 票据本金金额的100%和（ii）如该票据于20 票据赎回日到期时应支付的每一笔剩余本金和利息款项的现值之和（不包括截至赎回日已计利息），按半年计算（假设一年360天，由十二个30天月构成），利率为适用的国库券利率（如下所定义）加上个基本点，并加上相应的未支付利息（如有）至赎回日（但不包括赎回日）。

在20 票据赎回日或之后，我们可以自行选择全数或部分赎回20 票据（每次以$2,000或超过该金额的$1,000的整数倍为单位），赎回价格为欲赎回的20 票据本金金额的100%加上截至赎回日的未支付利息（如有），但不包括赎回日。

“可比国库券期”指独立投资银行家选定的具有实际或插值到期日期与所要赎回的票据剩余期限相当的美国国库券（假定20 票据于 20 年月日到期，20 票据于20 票据赎回日到期，20 票据于20 票据赎回日到期以及20 票据于 20 票据赎回日到期）。此美国国库券将于选定时并根据常规金融操作用于定价具有与所要赎回票据剩余期限相当的企业债券新发行的企业债券问题。

「相应国库价格」指任何赎回日期的参考国库经纪行引述的平均值，不包括最高和最低的报价，或者（2）如果独立投资银行家未能取得四个或以上的参考国库经纪行报价，则为所有此类报价的平均值。

「独立投资银行家」指我们指定的参考国库经纪商之一。

「参考国库经纪行」指BBVA证券公司、美国银行证券有限公司、德意志银行证券有限公司、高盛及富国证券有限责任公司或其联属公司，它们是主要的美国政府证券经纪商，以及我们合理指定的纽约市另一主要美国政府证券经纪商；不过，如果前述的任何一家停止成为纽约市的主要美国政府证券经纪商（即「主要国库经纪商」），我们将替换另一个主要国库经纪商。

「参考国库经纪行报价」指每位参考国库经纪行对于任何赎回日期的平均值，由独立投资银行家确定，该平均值为每位参考国库经纪行在纽约当地时间下午2时于前述赎回日期前第三个工作日以书面形式向独立投资银行家提供的相应国库议题的买入价和卖出价（以其本金金额的百分比表示）。

「国库利率」指任何赎回日期的年利率，等于相应国库议题的到期收益率或插值到期（按日期计算基础），假定相应国库议题的价格（该价格表示为其本金金额的百分比）等于该赎回日期的相应国库价格。

我们将或将要求受托人或付款代理代表我们邮寄（或按照DTC适用程序以其他方式传递）一份赎回通知予应当赎回的票据持有人，距离设定赎回日期至少15天且不超过45天。除非我们违约未支付赎回价，在赎回日期后，有关票据或任何部分将停止应计利息。在应有的赎回日期之前，我们将向受托人存入足够款项，用以支付该赎回日期上被赎回的票据的赎回价，以及（除非赎回日期为付息日期）适用的未支付利息。如果只有任何一个系列的票据中的部分票据要被赎回，则在具名形式的票据中，应通过抽签方式选择要赎回的票据。如果具名形式的票据只需部分赎回，则该具名形式有关的赎回通知

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将说明应予赎回的票据本金部分。一份新的定期形式的票据将发行给该票据持有人的名称，金额等于该票据未予赎回部分，同时将原票据提交取消。只要该票据由DTC（或其他存管机构）持有，票据的赎回应根据DTC的政策和程序进行，可能按比例转嫁主要基础进行。受托人不负责计算“弥补”溢价。

我们可以随时根据价格在公开市场或其他方式购买任何系列的票据。

记账式票据

我们从可靠来源获得本节中有关DTC、Clearstream和Euroclear及其记账系统和程序的信息，但对该信息的准确性不承担责任。此外，本节对清算系统的描述反映了我们对DTC、Clearstream和Euroclear目前有效规则和程序的理解。这些清算系统可能随时更改其规则和程序。

票据将以2,000美元的本金金额及超额1,000美元的整数倍金额发售。我们将以单个或多个永久全额注册、记账形式发行每个系列的票据，我们称之为“全球票据”。每份全球票据将存放在或代表DTC或其任何继任者作为存管机构（“存管机构”）并注册在Cede & Co.（作为DTC的提名人）的名称下。除非全部或部分兑换为定期形式的票据，否则不能以部分的方式转让全球票据，只能由存管机构完整地转让给存管机构的提名人。投资者可以选择通过存管机构（在美国）或通过Clearstream或Euroclear来持有全球票据的权益，如果他们是这些系统的参与者，或间接通过是这些系统的参与者的组织来持有该权益。Clearstream和Euroclear将代表其参与者通过在其各自存管机构账户上以Clearstream和Euroclear的名义持有权益，而这些存管机构将通过在DTC名下的存管机构名册上以存管机构名义持有该权益。

DTC建议，它是根据纽约银行法组织的一家有限目的信托公司，是纽约银行法意义上的“银行机构”，是美联储体系的成员，是纽约统一商法下的“结算公司”，是根据1934年修订的证券交易法第17A条的规定注册的“结算机构”。 DTC持有其参与者（“DTC参与者”）存放在DTC的证券。 DTC还促进DTC参与者之间的证券交易结算，例如通过DTC参与者的电子计算式簿记账户的变更的转让和抵押性质的存放证券，从而消除了证券证书的实际移动的需求。

直接DTC参与者（“DTC直接参与者”）包括证券经纪商、银行、信托公司、结算公司和某些其他组织。同样也可以访问DTC的簿记系统，例如通过直接或间接（我们将后者称为“DTC间接参与者”）与DTC直接参与者清算或保管关系的银行、证券经纪商和经销商。

在DTC的簿记系统下购买该票据必须由DTC直接参与者或通过其购买，在DTC记录上将为该票据获得贷记。将该票据的实际购买者的所有权利益，我们称之为“有益所有者”，记录在DTC参与者的记录上。有益所有者不会收到DTC关于其购买的书面确认，但有益所有者预计将收到书面确认，其中包含交易详细信息，以及来自DTC直接或DTC间接参与者的周期性持有报告。仅通过代表有益所有者的DTC参与者的名义，才能实现全球票据所有权益的转让。有益所有者不会收到代表其在全球票据中所有权益的证书，除非停止使用票据的簿记系统。

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在注册的全球票据存入后，DTC将在其记账、登记和转移系统中将DTC参与者的账户记入相应系列票据的本金或面值，而这些票据受DTC参与者有利拥有。参与票据分发的任何经销商、承销商或代理商都将指定要记入的账户。在DTC持有的记录中，注册全球票据所拥有的有利权益将显示，并且只能通过DTC维护的记录进行所有权利益的转移，再对于DTC参与者的权益，只能通过DTC参与者维护的记录进行。

为了便于后续转让，DTC直接参与者向DTC存入的所有全球票据将注册在DTC的合作伙伴提名人Cede & Co.或DTC授权代表要求的其他名义下。将全球票据存入DTC并将其注册在Cede & Co.或其他提名人名下不会改变有利权益的所有权。DTC不知晓票据的实际受益人；DTC的记录只反映了将此类票据记入其账户的DTC直接参与者的身份，而这些参与者可能或可能不是受益人。DTC参与者将继续负责代表其客户持有的股份。

只要DTC或其提名人是注册全球票据的注册所有人，无论是DTC或其提名人，都将被视为根据信托条款在全球票据中所代表的相关系列票据的唯一所有人或持有人。除如下所述外，注册全球票据有利权益持有人将无权要求将票据记入其名下、并不会收到或有权收到票据以确定形式的实体交付，并且不会被认为是信托条款下的票据持有人或所有者。因此，拥有全球票据有利权益的每个人必须依赖DTC的程序以及不是DTC参与者的话，则还需依赖拥有其权益的DTC参与者的程序，以行使信托协议下持有人的任何权利。某些司法管辖区的法律可能要求购买者将某些票据以确定形式进行实体交付。因此，将全球票据的有利权益转让给此类人可能会受到限制。此外，由于DTC只能代表DTC直接参与者，而又由DTC直接参与者代表DTC间接参与者，因此拥有全球票据有利权益的个人要传递或转让此类权益给不参与DTC系统的个人或实体，或者采取关于此类权益的行动，可能会受缺乏作为证明的实体证书导致的影响。

PMI将立即以可用资金形式向Cede & Co. 支付债券上到期的款项。DTC在收到任何本金、溢价、利息或其他分配的基础证券或其他财产支付后的做法是，立即按照存管记录上显示的全球债券份额比例，将该款项划入DTC参与者的账户。由DTC参与者向通过DTC参与者持有全球债券的有益所有者支付款项将受到常规客户指示和惯例做法的约束，就像目前针对以“街头名称”注册的客户账户持有的证券一样，这将是这些DTC参与者的责任。向Cede & Co.支付款项是PMI的责任。将这些款项汇给直接参与者是Cede & Co.的责任。将这些款项支付给有益所有者是DTC直接参与者和DTC间接参与者的责任。PMI、受托人或我们的任何其他代理人，或受托人的任何代理人对与全球债券有益所有权利益相关的支付记录的任何方面，或对于维护、监督或审查与这些有益所有权利益相关的记录，均不承担任何责任或义务。

赎回通知将发送给DTC。如果某系列中的债券未全部赎回，则DTC的做法是按照分属于该系列的每位DTC直接参与者的利益金额来确定赎回金额。DTC可能随时通过向我们或受托人发出合理通知来终止其作为有关债券的证券存管机构提供服务。

Clearstream提醒，它是根据卢森堡法律成立的专业存管机构。Clearstream 为其参与组织（“Clearstream参与者”）持有证券，并通过电子记账方式在Clearstream参与者账户间促进Clearstream参与者之间的证券交易的清算和交割，从而无需进行证书的实物流转。Clearstream卢森堡向Clearstream参与者提供，除其他

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提供国际交易证券和证券借贷的处置、管理、结算和清算等服务。Clearstream与多个国家的国内市场接口。作为专业的存托人，Clearstream受卢森堡金融监管委员会（Commission de Surveillance du Secteur Financier）监管。Clearstream参与者是全球认可的金融机构，包括承销商、证券经纪商和经销商、银行、信托公司、结算机构和某些其他组织，可能包括承销商。间接使用Clearstream的方式也对其他人开放，比如通过或保持与Clearstream参与者的托管关系的银行、经纪商、经销商和信托公司，可以直接或间接获得间接使用权。

有关通过Clearstream持有的全球票据的分配将根据其规则和程序记入Clearstream参与者的现金账户，前提是由Clearstream的美国存托人收到。

Euroclear成立于1968年，为Euroclear的参与者（“Euroclear参与者”）持有证券，并通过同时的电子簿记交付对付交易清算Euroclear参与者之间的交易，从而消除了证券和现金的同时转移和风险不足造成的证券和现金的物理转移。Euroclear还包括其他各种服务，包括证券借贷和接口与几个国家的国内市场。

Euroclear由Euroclear Bank, SA/NV（“Euroclear运营商”）运营。所有业务均由Euroclear运营商进行，所有Euroclear证券结算账户和Euroclear现金账户均为Euroclear运营商的账户。Euroclear参与者包括银行（包括央行）、证券经纪商和经销商以及其他专业金融中介机构，可能包括承销商。间接使用Euroclear的方式也对通过或保持与Euroclear参与者的托管关系的其他公司开放，可以直接或间接获得间接使用权。

《Euroclear使用条款和条件及其相关运营程序（以下简称“Euroclear条款和条件”）和适用的比利时法律管理Euroclear中的证券清算账户和现金账户运营商。具体而言，这些条款和条件管理Euroclear内的证券和现金转移，在Euroclear内的证券和现金提取，以及关于Euroclear内证券支付收款的事宜。Euroclear中的所有证券均以无特定证书归属的统一方式持有，不涉及特定证券清算账户。Euroclear运营商仅根据条款和条件代表Euroclear参与者行事，并不记录或与通过Euroclear参与者持有证券的人员有关系。

有关通过Euroclear有利持有的全球票据的分配将根据Euroclear条款和条件记入Euroclear参与者的现金账户，以美国Euroclear存托机构接收的范围内进行。

全球清算及结算程序

票据的初始结算将以立即可用资金进行。托管机构参与者之间的二级市场交易将按照托管机构的规则按照正常方式进行，并将通过DTC的当日资金结算系统以立即可用资金结算。Clearstream参与者和/或Euroclear参与者之间的二级市场交易将按照Clearstream和Euroclear的适用规则和运营程序按正常方式进行，并将使用适用于传统欧元债券的程序以立即可用资金结算。

直接或间接通过DTC持有的人员与另一方直接或间接通过Clearstream或Euroclear参与者持有的人员之间的跨市场转移将根据DTC规则由其美国存托人代表相关欧洲国际清算系统进行；然而，此类跨市场交易将要求根据相关欧洲国际清算系统的规则和程序及其规定的截止日期（欧洲时间）向该系统中的交易对手提供指示。若交易符合其结算要求，相关欧洲国际清算系统将提供指示

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to its U.S. depositary to take action to effect final settlement on its behalf by delivering interests in the notes to or receiving interests in the notes from DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to DTC.

Because of time-zone differences, credits of interests in the notes received in Clearstream or Euroclear as a result of a transaction with a Depositary Participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Such credits or any transactions involving interests in such notes settled during such processing will be reported to the relevant Euroclear or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of interests in the notes by or through a Clearstream Participant or a Euroclear Participant to a Depositary Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the notes among participants of DTC, Clearstream and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Notices

Notices to holders of the notes will be sent to the registered holders and mailed, first class postage prepaid, or by email, at his or her physical address or email address as they appear in the security register for the notes.

Restrictive Covenants

The indenture limits the amount of liens (subject to certain exceptions described in “Description of Debt Securities — Restrictive Covenants” in the attached prospectus) that we or our Subsidiaries may incur or otherwise create, in order to secure indebtedness for borrowed money, upon any Principal Facility or any shares of capital stock that any of our Subsidiaries owning any Principal Facility has issued to us or any of our Subsidiaries. If we or any of our Subsidiaries incur such liens, then we will secure the debt securities to the same extent and in the same proportion as the debt that is secured by such liens. Notwithstanding the foregoing, we and/or any of our Subsidiaries may create, assume or incur liens that would otherwise be subject to the restriction described in this paragraph, without securing debt securities issued under the indenture equally and ratably, if the aggregate value of all outstanding indebtedness secured by the liens plus the value of Sale and Leaseback Transactions does not at the time exceed 15% of Consolidated Net Tangible Assets. The indenture also restricts our ability to engage in Sale and Leaseback Transactions under certain circumstances. See “Description of Debt Securities — Restrictive Covenants — Sale and Leaseback Transactions” in the attached prospectus.

At September 30, 2024, our Consolidated Net Tangible Assets were $12.5 billion.

Payment of Additional Amounts

We will, subject to the exceptions and limitations set forth below, pay to the beneficial owner of any note who is a non-United States person (as defined below) such additional amounts as may be necessary to ensure that every net payment on such note, after deduction or withholding by us or any of our paying agents for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority of the United States, will not be less than the amount provided in such note to be then due and payable. However, we will not pay additional amounts if the beneficial owner is subject to taxation solely for reasons other than its ownership of the note, nor will we pay additional amounts for or on account of:

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(a)

any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a beneficial owner of a note) between the beneficial owner (or between a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a member or shareholder of the beneficial owner, if the beneficial owner is a partnership or corporation) of a note and the United States, including, without limitation, such beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;

(b)

any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a member or shareholder of the beneficial owner, if the beneficial owner is a partnership or corporation) (1) being or having been present in, or engaged in a trade or business in, the United States, (2) being treated as having been present in, or engaged in a trade or business in, the United States, or (3) having or having had a permanent establishment in the United States;

(c)

any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate or trust, or a member or shareholder of the beneficial owner, if the beneficial owner is a partnership or corporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization, or being a corporation that accumulates earnings to avoid United States federal income tax;

(d)

any tax, assessment or other governmental charge imposed on a beneficial owner that actually or constructively owns 10% or more of the total combined voting power of all of our classes of stock that are entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended (the “Code”);

(e)

any tax, assessment or other governmental charge that is payable by any method other than withholding or deduction by us or any paying agent from payments in respect of such note;

(f)

any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;

(g)

any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment in respect of any note if such payment can be made without such withholding by at least one other paying agent;

(h)

any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(i)

any tax, assessment or other governmental charge imposed as a result of the failure of the beneficial owner to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of a note, if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(j)

any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code;

(k)

any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code; or

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(l)

any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k).

In addition, we will not pay additional amounts to a beneficial owner of a note that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, or to a beneficial owner of a note that is not the sole beneficial owner of such note, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. The term “beneficial owner” includes any person holding a note on behalf of or for the account of a beneficial owner.

As used herein, the term “non-United States person” means a person that is not a United States person. The term United States person means a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust. “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (including the Commonwealth of Puerto Rico).

Redemption for Tax Reasons

We may redeem a series of notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30 days’ notice at a redemption price equal to the principal amount of such notes plus any accrued interest and additional amounts to the date fixed for redemption if:

•

as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after , 2024, we have or will become obligated to pay additional amounts with respect to such series of notes as described above under “Payment of Additional Amounts”, or

•

on or after , 2024, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to us, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that we will become obligated to pay additional amounts with respect to such series of notes,

and we in our business judgment determine that such obligations cannot be avoided by the use of reasonable measures available to us.

If we exercise our option to redeem a series of notes, we will deliver to the trustee a certificate signed by an authorized officer stating that we are entitled to redeem the notes and the written opinion of independent legal counsel if required.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes generally the material United States federal income and, in the case of non-United States Holders (as defined below), estate tax considerations with respect to your acquisition, ownership and disposition of a note if you are a beneficial owner of such note. Unless otherwise indicated, this summary addresses only notes purchased at original issue for their original offering price and held by beneficial owners as capital assets, and does not address all of the United States federal income and estate tax considerations that may be relevant to you in light of your particular circumstances or if you are subject to special treatment under United States federal income tax laws (for example, if you are an insurance company, tax-exempt organization, financial institution, broker or dealer in securities or currencies, trader in securities that elects to use the mark-to-market method of accounting for your securities holdings, person subject to any alternative minimum tax, United States expatriate, United States person with a functional currency other than the U.S. dollar, person that holds notes as part of an integrated investment (including a “straddle”), “controlled foreign corporation,” “passive foreign investment company,” person required to accelerate the recognition of gross income with respect to the notes as a result of such income being recognized on an applicable financial statement, or corporation that accumulates earnings to avoid United States federal income tax). If a partnership holds notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding our notes should consult its own tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our notes, as this summary does not address special tax considerations that may be relevant to such a partner. This summary does not discuss any aspect of state, local or non-United States taxation, or any United States federal tax considerations other than income and estate taxation.

This summary is based on current provisions of the Code, Treasury regulations, judicial opinions, published positions of the United States Internal Revenue Service (“IRS”) and all other applicable authorities, all of which are subject to change, possibly with retroactive effect. This summary is not intended as tax advice.

We urge prospective investors in the notes to consult their tax advisors regarding the United States federal, state, local and non-United States income and other tax considerations of acquiring, holding and disposing of the notes.

United States Holders

This discussion applies to you if you are a “United States Holder.” For this purpose, a “United States Holder” is a beneficial owner of a note that is:

•

a citizen or individual resident of the United States;

•

a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in, or under the laws of, the United States or any political subdivision of the United States;

•

an estate, the income of which is subject to United States federal income taxation regardless of its source;

•

a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or

•

a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.

Payments of Interest

Payments of interest on a note generally will be taxable to you as ordinary interest income at the time the interest accrues or is received, in accordance with your method of accounting for tax purposes.

Sale, Exchange, Redemption or Disposition of a Note

Upon the sale, exchange, redemption or other taxable disposition of a note, you will recognize taxable gain or loss equal to the difference between (i) the amount you realize on the sale, exchange, redemption or

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other taxable disposition, other than amounts, if any, attributable to accrued but unpaid stated interest, which will be taxable as described above, and (ii) your adjusted tax basis in the note. Your adjusted tax basis in a note generally will equal the cost of the note to you. The gain or loss you recognize on the sale, exchange, redemption or other taxable disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if, at the time of the sale, exchange, redemption or other taxable disposition, you have held the note for more than one year. Under current United States federal income tax law, net long-term capital gains realized by taxpayers that are individuals, estates or trusts are eligible for taxation at preferential rates. The distinction between capital gain or loss and ordinary income or loss also is relevant for purposes of the limitation on the deductibility of capital losses.

Backup Withholding and Information Reporting

Unless you are an exempt recipient, backup withholding and certain information reporting requirements may apply to payments we make to you of principal of, and interest or premium (if any) on, and proceeds of the sale or exchange before maturity of, a note. Backup withholding and information reporting will not apply to payments that we make on the notes to exempt recipients that establish their status as such, regardless of whether such entities are the beneficial owners of such notes or hold such notes as a custodian, nominee or agent of the beneficial owner. However, with respect to payments made to a custodian, nominee or agent of the beneficial owner, backup withholding and information reporting may apply to payments made by such custodian, nominee or other agent to you unless you are an exempt recipient and establish your status as such.

If you are not an exempt recipient (for example, if you are an individual), backup withholding will not be applicable to payments made to you if you (i) have supplied an accurate Taxpayer Identification Number (usually on an IRS Form W-9), (ii) have not been notified by the IRS that you have failed to properly report payments of interest and dividends and (iii) have certified under penalties of perjury that you have received no such notification and have supplied an accurate Taxpayer Identification Number. However, information reporting will be required in such a case.

Any amounts withheld from a payment to you by operation of the backup withholding rules will be refunded or allowed as a credit against your United States federal income tax liability, provided that any required information is furnished to the IRS in a timely manner.

Unearned Income Medicare Contribution

A tax of 3.8% is imposed on the amount of “net investment income” (or undistributed “net investment income,” in the case of an estate or trust) received by taxpayers with adjusted gross income above certain threshold amounts. “Net investment income” as defined for United States federal Medicare contribution purposes generally includes interest payments and gain recognized from the sale or other disposition of the notes. Tax exempt trusts, which are not subject to income taxes generally, and foreign individuals will not be subject to this tax. You should consult your own tax advisors regarding the effect, if any, of this tax on your investment in the notes.

Non-United States Holders

This discussion applies to you if you are a “non-United States Holder.” A “non-United States Holder” is a beneficial owner of a note that is neither a United States Holder nor a partnership (or other entity treated as a partnership for United States federal income tax purposes).

Payments of Interest

Payments of interest that we make to you will be subject to United States withholding tax at a rate of 30% of the gross amount, unless you are eligible for one of the exceptions described below.

Subject to the discussion of backup withholding and FATCA below, no withholding of United States federal income tax will be required with respect to payments we make to you of interest provided that:

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;

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•

you are not a controlled foreign corporation that is related to us through stock ownership; and

•

you have provided the required certifications as set forth in Section 871(h) and Section 881(c) of the Code.

To satisfy these certification requirements, you generally will be required to provide, prior to a payment of interest, a statement that:

•

is signed by you under penalties of perjury;

•

certifies that you are the beneficial owner of the notes and are not a United States Holder; and

•

provides your name and address.

This statement generally may be made on an IRS Form W-8BEN or W-8BEN-E or a substantially similar substitute form and you must inform the recipient of any change in the information on the statement within 30 days of such change. Special certification rules apply to non-United States Holders that are pass-through entities rather than corporations or individuals.

If you are engaged in a United States trade or business and interest received by you on a note is effectively connected with your conduct of such trade or business (and, under certain income tax treaties, is attributable to a United States permanent establishment you maintain), you will be exempt from the withholding of United States federal income tax described above, so long as you have provided an IRS Form W-8ECI or substantially similar substitute form stating that interest on the note is effectively connected with your conduct of a trade or business in the United States. In such a case, you will be subject to tax on interest you receive on a net income basis in the same manner as if you were a United States Holder. If you are a corporation, effectively connected income may also be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

If you are not eligible for relief under one of the exceptions described above, the amount of any interest that we pay to you that is subject to withholding may be reduced if we qualify as an “80/20 company” for United States federal income tax purposes. A U.S. corporation that was an 80/20 company on August 10, 2010 generally continues to be an 80/20 company if at least 80% of its gross income during an applicable testing period is, directly or through subsidiaries, “active foreign business income,” and it does not add a substantial line of business to its operations. The 80% test for active foreign business income is computed annually. Although we believe that we currently are an 80/20 company, our operations and business plans may change in subsequent taxable years. Therefore, no assurance can be given regarding our classification as an 80/20 company for United States federal income tax purposes in the future.

In addition, regardless of whether we qualify as an 80/20 company, you may qualify for an exemption from, or a reduced rate of, United States federal withholding tax under a United States income tax treaty. In general, this exemption or reduced rate of tax applies only if you provide a properly completed IRS Form W-8BEN or W-8BEN-E or substantially similar form claiming benefits under an applicable income tax treaty.

Sale, Exchange, Redemption or Disposition of Notes

You generally will not be subject to United States federal income tax on any gain realized upon your sale, exchange, redemption or other taxable disposition of notes unless:

•

the gain is effectively connected with your conduct of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment you maintain); or

•

you are an individual, you are present in the United States for 183 days or more in the taxable year of disposition and you meet other conditions, and you are not eligible for relief under an applicable income tax treaty.

Gain that is effectively connected with your conduct of a trade or business within the United States generally will be subject to United States federal income tax, net of certain deductions, at the same rates applicable to United States persons. If you are a corporation, the branch profits tax also may apply to such

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effectively connected gain. If the gain from the sale or disposition of your notes is effectively connected with your conduct of a trade or business in the United States but under an applicable income tax treaty is not attributable to a permanent establishment you maintain in the United States, your gain may be exempt from United States tax under the treaty. If you are described in the second bullet point above, you generally will be subject to United States tax at a rate of 30% on the gain realized, although the gain may be offset by some United States source capital losses realized during the same taxable year.

Backup Withholding and Information Reporting

The amount of interest we pay to you on notes will be reported to you and to the IRS annually on an IRS Form 1042-S even if you are exempt from the 30% withholding tax described above. Copies of the information returns reporting those payments and the amounts withheld may also be made available to the tax authorities in the country where you are resident under provisions of an applicable income tax treaty or agreement.

In addition, backup withholding and certain other information reporting requirements apply to payments of interest and certain reportable payments, unless an exemption applies. Backup withholding and such other information reporting requirements will not apply to payments we make to you if you have provided under penalties of perjury the required certification of your non-United States person status as discussed above under “Payments of Interest” (and the applicable withholding agent does not have actual knowledge or reason to know that you are a United States Holder) or if you are an exempt recipient.

If you sell or redeem a note through a United States broker or the United States office of a foreign broker, the proceeds from such sale or redemption will be subject to information reporting and backup withholding unless you provide a withholding certificate or other appropriate documentary evidence establishing that you are not a United States Holder to the broker and such broker does not have actual knowledge or reason to know that you are a United States Holder, or you are an exempt recipient eligible for an exemption from information reporting and backup withholding. If you sell or redeem a note through the foreign office of a broker who is a United States person or has certain specified connections with the United States, the proceeds from such sale or redemption will be subject to information reporting unless you provide to such broker a withholding certificate or other documentary evidence establishing that you are not a United States Holder and such broker does not have actual knowledge or reason to know that such evidence is unreliable or incorrect, or you are an exempt recipient eligible for an exemption from information reporting. In circumstances where information reporting by the foreign office of such a broker is required, backup withholding will be required only if the broker has actual knowledge that you are a United States Holder.

Any amounts withheld from a payment to you by operation of the backup withholding rules will be refunded or allowed as a credit against your United States federal income tax liability, if any, provided that you timely file a United States federal income tax return with the IRS claiming such refund or credit.

Estate Tax

A note held by an individual who at the time of death is a non-United States Holder will not be subject to United States federal estate tax as a result of such individual’s death, provided that such individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code and provided that the interest payments with respect to such note are not effectively connected with such individual’s conduct of a United States trade or business.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code (commonly known as FATCA) may impose a 30% withholding tax on payments of any interest income on the notes, and gross proceeds from the disposition of the notes, to certain non-U.S. entities (whether such non-U.S. entities are beneficial owners or intermediaries), including certain foreign financial institutions and investment funds, unless such non-U.S. entity complies with certain specified information reporting and other requirements, including reporting requirements regarding its United States account holders (in the case of foreign financial institutions) or substantial United States owners (in the case of non-financial foreign entities). Under proposed regulations promulgated by the Treasury

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UNDERWRITING (CONFLICTS OF INTEREST)

Subject to the terms and conditions set forth in the terms agreement dated the date of this prospectus supplement, which incorporates by reference the underwriting agreement dated as of April 25, 2008, each of the underwriters named below, for whom BBVA Securities Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and UBS Securities LLC are acting as representatives, has severally agreed to purchase, and we have agreed to sell to each underwriter, the respective principal amount of each series of notes as set forth opposite the name of each underwriter below.

Underwriter

Principal
Amount of
% Notes
due 20

BBVA Securities Inc.

BofA Securities, Inc.

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Wells Fargo Securities, LLC

Barclays Capital Inc.

Citigroup Global Markets Inc.

Mizuho Securities USA LLC

UBS Securities LLC

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to approval of certain legal matters by counsel and to certain other conditions. The underwriters are obligated to purchase all of the notes if they purchase any of the notes.

We have been advised by the underwriters that the underwriters propose initially to offer some of the notes to the public at the public offering prices set forth on the cover page of this prospectus supplement and may offer some of the notes to certain dealers at the public offering prices less concessions not in excess of % in the case of the 20 Notes, not in excess of % in the case of the 20 Notes, not in excess of % in the case of the 20 Notes and not in excess of % in the case of the 20 Notes. The underwriters may allow, and these dealers may reallow, concessions not in excess of % in the case of the 20 Notes, not in excess of % in the case of the 20 Notes, not in excess of % in the case of the 20 Notes and not in excess of % in the case of the 20 Notes, of the principal amount of the notes on sales of the notes to certain other dealers. After the initial offering of the notes to the public, the underwriters may change the public offering prices and concessions. The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the notes).

	Paid by PMI
Per % Note due 20		%
Per % Note due 20		%
Per % Note due 20		%
Per % Note due 20		%

In connection with the issuance of the notes, the underwriters or their respective affiliates may purchase and sell the notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the

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stabilizing underwriters of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market prices of the notes while the offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discounts received by it because the stabilizing agent has repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

Any of these activities may cause the prices of the notes to be higher than the prices that otherwise would exist in the open market in the absence of such transactions. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time. Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the notes. In addition, neither we nor any of the underwriters make any representation that any of the underwriters will engage in such transactions, or that such transactions, once begun, will not be discontinued without notice.

We estimate that our total expenses of this offering, excluding underwriting discounts, will be approximately $ .

Each of the representatives and certain of the underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

In addition, certain of the underwriters and their affiliates have performed certain investment banking, advisory or general financing and banking services for us and our affiliates from time to time, for which they have received customary fees and expenses. Certain of the underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us and our affiliates in the ordinary course of their business. The representatives or their affiliates and certain of the underwriters or their affiliates have been or are lenders in connection with our existing credit facilities or dealers in connection with our commercial paper programs. These companies receive standard fees for their services.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Any underwriter that is not a broker-dealer registered with the SEC will only make sales of notes in the United States through one or more SEC registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authority, Inc.

We have agreed to indemnify the several underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the several underwriters may be required to make because of any of those liabilities.

It is expected that delivery of the notes will be made against payment therefor on or about , 2024, which will be the second business day following the date of pricing of the notes (such settlement cycle being herein referred to as T+2). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the delivery date will be required, by virtue of the fact that the notes initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their delivery should consult their own advisors.

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The notes are new issues of securities with no established trading market and will not be listed on any securities exchange or included in any automated quotation system. We cannot assure you that the notes will have a liquid trading market. We have been advised by the underwriters that they intend to make a market in the notes, but they are not obligated to do so and may discontinue such market-making at any time without notice.

Conflicts of Interest

We intend to use a portion of the net proceeds from this offering to prepay a portion of or all borrowings outstanding under the 3-year tranche of the Term Loan Facility (see “Use of Proceeds” in this prospectus supplement). Consequently, affiliates of certain underwriters may receive at least 5% of the net offering proceeds in connection with such prepayment. Accordingly, this offering is made in compliance with the requirements of FINRA Rule 5121. Because the notes of each series offered hereby are expected to have an investment grade rating, the appointment of a qualified independent underwriter will not be necessary. The underwriters subject to FINRA Rule 5121 will not confirm sales of the securities to any account over which they exercise discretionary authority without the prior written approval of the customer.

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OFFERING RESTRICTIONS

This prospectus supplement and the attached prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation.

Each of the underwriters has severally represented and agreed that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the notes, or distribute this prospectus supplement or the attached prospectus or any other offering material relating to the notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as agreed to with us in advance of such offer, sale or delivery.

Notice to Prospective Investors in the European Economic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, the expression “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, the expression “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the UK Prospectus Regulation.

The communication of this prospectus supplement and any other document or materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK.

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This prospectus supplement and the accompanying prospectus are only being distributed to, and are directed only at, and any offer subsequently made may only be directed at, persons inside or outside the UK (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”) or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement and the accompanying prospectus must not be acted on or relied on in the UK, by persons who are not relevant persons. In the UK, any investment or investment activity to which this prospectus supplement relates is only available to, and will be engaged in with, relevant persons.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the UK.

Notice to Prospective Investors in Singapore

This prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes, may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Singapore Securities and Futures Act Product Classification

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA and the Securities and Futures (Capital Markets Products) Regulation 2018 (the “CMP Regulations 2018”), we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Switzerland

This prospectus supplement and the accompanying prospectus are not intended to constitute an offer or solicitation to purchase or invest in the notes. The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. None of this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA, and none of this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Japan

The notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948 of Japan, as amended) (the “FIEA”). Accordingly, the notes will not be offered or sold, and the underwriters will not offer or sell the notes, directly

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or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Hong Kong

The notes (i) have not and may not be offered or sold in Hong Kong by means of any document other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O, and (ii) no advertisement, invitation or document relating to the notes has been or may be issued or has been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Canada

The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering in Canada.

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DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus supplement and the attached prospectus information that we file with them. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and the attached prospectus, and information that we file later with the SEC will automatically update and supersede any inconsistent information in this prospectus supplement and the attached prospectus and in our other filings with the SEC.

We incorporate by reference the following documents that we previously filed with the SEC (other than information in such documents that is deemed not to be filed), all of which are filed under SEC File No. 1-33708:

•

our Annual Report on Form 10-K for the year ended December 31, 2023,

•

the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 28, 2024 that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2023,

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and

•

our Current Reports on Form 8-K filed with the SEC on January 24, 2024, February 2, 2024 (with respect to Item 1.01 only), February 13, 2024, May 9, 2024, June 6, 2024, June 17, 2024, September 17, 2024 and October 18, 2024.

These documents contain important information about our business and our financial performance.

We also incorporate by reference any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of the filing of the registration statement and prior to the termination of the offering, all of which will be filed under SEC File No. 1-33708 (other than information in such filings that is deemed not to be filed). Our future filings with the SEC will automatically update and supersede any inconsistent information in this prospectus supplement, the attached prospectus and in our other filings with the SEC.

You may obtain a free copy of these filings from us by writing to or telephoning us at the following address and telephone number:

Philip Morris International Inc.
677 Washington Boulevard, Suite 1100
Stamford, CT 06901
Attention: Office of the Corporate Secretary
Telephone: +1 (203) 905-2410

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PROSPECTUS

[MISSING IMAGE: lg_philipmorrisinternat-bw.jpg]

Philip Morris International Inc.

Debt Securities
Warrants to Purchase Debt Securities

Philip Morris International Inc. may offer from time-to-time debt securities or warrants to purchase debt securities. We will provide the specific terms of the securities in one or more supplements to this prospectus. This prospectus may not be used to offer and sell the securities unless accompanied by a prospectus supplement. A prospectus supplement may add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and in any accompanying prospectus supplement, carefully before you invest.

Investing in the securities involves risks. See “Risk Factors” on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 10, 2023

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	ABOUT THIS PROSPECTUS					ii
	WHERE YOU CAN FIND MORE INFORMATION					iii
	DOCUMENTS INCORPORATED BY REFERENCE					iv
	FORWARD-LOOKING AND CAUTIONARY STATEMENTS					v
	THE COMPANY					1
	RISK FACTORS					3
	USE OF PROCEEDS					4
	DESCRIPTION OF DEBT SECURITIES					5
	DESCRIPTION OF DEBT WARRANTS					17
	PLAN OF DISTRIBUTION					19
	LEGAL MATTERS					19
	EXPERTS					19

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement or in any related free writing prospectus. We have not authorized anyone to provide you with different information. This document may only be used where it is legal to sell these securities. You should only assume that the information contained or incorporated by reference in this prospectus or in any accompanying prospectus supplement or any related free writing prospectus is accurate as of the respective date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any state where the offer is not permitted.

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ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, sell debt securities and warrants to purchase debt securities under this prospectus in one or more offerings in an unlimited amount. As allowed by the SEC rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. Therefore, if there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement.

To understand the terms of our securities, you should carefully read this document and the applicable prospectus supplement. Together, they provide the specific terms of the securities we are offering. You should also read the documents we have referred you to under “Where You Can Find More Information” below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under “Where You Can Find More Information.”

Unless otherwise indicated, all references in this prospectus to “us,” “our” or “we” refer to Philip Morris International Inc. and its subsidiaries.

References herein to “$,” “dollars” and “U.S. dollars” are to United States dollars, and all financial data included or incorporated by reference herein have been presented in accordance with accounting principles generally accepted in the United States of America.

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DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede any inconsistent information in this prospectus and in our other filings with the SEC.

•

our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 10, 2023;

•

the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2022 that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021; and

•

our Current Reports on Form 8-K filed with the SEC on January 11, 2023 (with respect to Item 5.02 only) and January 30, 2023 (with respect to Item 1.01 only).

These documents contain important information about our business and our financial performance.

We also incorporate by reference any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of the filing of the registration statement and prior to the termination of the offering, all of which will be filed under SEC File No. 001-33708. Our future filings with the SEC will automatically update and supersede any inconsistent information in this prospectus.

You may obtain a free copy of these filings from us by telephoning or writing to us at the following address and telephone number:

Philip Morris International Inc.
677 Washington Blvd, Suite 1100
Stamford, Connecticut 06901
Attention: Office of the Corporate Secretary
Telephone: (203) 905-2410

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS

We may from time to time make written or oral forward-looking statements, including in information included or incorporated by reference in this prospectus and the applicable prospectus supplement. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “aspires,” “estimates,” “intends,” “projects,” “aims,” “goals,” “targets, “forecasts” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Our reduced-risk products (“RRPs”) constitute a new product category that is less predictable than our mature cigarette business. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements and whether to invest in or remain invested in our securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we have identified important factors in the documents incorporated by reference that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to these cautionary statements. We elaborate on these and other risks we face in the documents incorporated by reference. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider risks discussed in the documents incorporated by reference to be a complete discussion of all potential risks or uncertainties. We do not undertake to update any forward-looking statement that we may make from time to time, except in the normal course of our public disclosure obligations.

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THE COMPANY

General

We are a leading international tobacco company working to deliver a smoke-free future and to evolve our portfolio for the long term to include products outside of the tobacco and nicotine sector. Our current product portfolio primarily consists of cigarettes and smoke-free products, which include heat-not-burn, vapor, and oral nicotine products. Since 2008, we have invested more than $10.5 billion to develop, scientifically substantiate and commercialize innovative smoke-free products for adults who would otherwise continue to smoke, with the goal of completely ending the sale of cigarettes. This investment includes the building of world-class scientific assessment capabilities, notably in the areas of pre-clinical systems toxicology, clinical and behavioral research, as well as post-market studies.

In 2021, we laid the foundation for our long-term growth ambitions beyond nicotine in wellness and healthcare, including the milestone acquisitions of Vectura Group plc and Fertin Pharma A/S, which provide essential capabilities for future product development. Now, through our Vectura Fertin Pharma subsidiary, with a strong foundation and significant expertise in life sciences, we aim to expand into wellness and healthcare areas.

In November 2022, we acquired Swedish Match AB (“Swedish Match”) — a leader in oral nicotine delivery — creating a global smoke-free combination led by the companies’ IQOS and ZYN brands. The U.S. Food and Drug Administration has authorized versions of our IQOS Platform 1 devices and consumables, and Swedish Match’s General snus as Modified Risk Tobacco Products.

The Swedish Match acquisition is a key milestone in our transformation to becoming a smoke-free company. Swedish Match already has a leading nicotine pouch franchise in the United States under the ZYN brand name. The Swedish Match product portfolio is complementary to our existing portfolio, permitting us to bring together a leading oral nicotine product with the leading heat-not-burn product. By joining forces with Swedish Match, we expect to accelerate the achievement of our joint smoke-free ambitions, switching more adults who would otherwise continue to smoke to better alternatives faster than either company could achieve separately.

As of December 31, 2022, we managed our business in six geographical segments, a Swedish Match segment and a Wellness and Healthcare segment:

•

European Union;

•

Eastern Europe;

•

Middle East & Africa, which includes our international duty free business;

•

South & Southeast Asia;

•

East Asia & Australia;

•

Americas;

•

Swedish Match, which reflects our fourth quarter 2022 acquisition of the company; and

•

Wellness and Healthcare, which includes the operating results of our new Wellness and Healthcare business, Vectura Fertin Pharma. In the third quarter of 2021, we acquired Fertin Pharma A/S, Vectura Group plc. (also known as Vectura Group Ltd.) and OtiTopic, Inc. On March 31, 2022, we launched a new Wellness and Healthcare business consolidating these entities, Vectura Fertin Pharma.

To further support the growth of our smoke-free business, reinforce consumer centricity, and increase the speed of innovation and deployment, in January 2023, we rearranged our operations in four geographical segments, down from the current six and as follows:

•

Europe Region is headquartered in Lausanne, Switzerland, and covers all the European Union countries, Switzerland, the United Kingdom, and also Ukraine, Moldova and Southeast Europe;

•

South and Southeast Asia, Commonwealth of Independent States, Middle East and Africa Region is headquartered in Dubai, United Arab Emirates. It covers South and Southeast Asia, the African continent, the Middle East, Turkey, as well as Israel, Central Asia, Caucasus and Russia;

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•

East Asia, Australia, and PMI Duty Free Region is headquartered in Hong Kong and includes the consolidation of our international duty free business with East Asia & Australia; and

•

Americas Region is headquartered in Stamford, Connecticut and covers the United States, Canada and Latin America.

The operations of Swedish Match and our Wellness and Healthcare segment remain unchanged.

Our cigarettes are sold in approximately 175 markets, and in many of these markets they hold the number one or number two market share position. We have a wide range of premium, mid-price and low-price brands. Our portfolio comprises both international and local brands.

In addition to the manufacture and sale of cigarettes, we are engaged in the development and commercialization of RRPs. RRPs is the term we use to refer to products that present, are likely to present, or have the potential to present less risk of harm to smokers who switch to these products versus continuing smoking. We have a range of RRPs in various stages of development, scientific assessment and commercialization. Our RRPs are smoke-free products that contain and/or generate far lower quantities of harmful and potentially harmful constituents than found in cigarette smoke. Smoke-free products is the term we primarily use to refer to all of our products that are not combustible tobacco products, such as heat-not-burn, e-vapor, and oral nicotine. In addition, smoke-free products include wellness and healthcare products, as well as consumer accessories such as lighters and matches. IQOS is the leading brand in our smoke-free product portfolio. As of December 31, 2022, our smoke-free products were available for sale in 73 markets.

Our principal executive offices are located at Philip Morris International Inc., 677 Washington Blvd, Suite 1100, Stamford, Connecticut 06901, our telephone number is +1 (203) 905 - 2410 and our website is www.pmi.com. The information contained in, or that can be accessed through, our website is not a part of this prospectus or any prospectus supplement.

Other

Philip Morris International Inc. is a legal entity separate and distinct from our direct and indirect subsidiaries. Accordingly, our right, and thus the right of our creditors and stockholders, to participate in any distribution of the assets or earnings of any subsidiary is subject to the prior rights of creditors of such subsidiary, except to the extent that claims of our company itself as a creditor may be recognized. As a holding company, our principal sources of funds, including funds to make payment on our debt securities, are from the receipt of dividends and repayment of debt from our subsidiaries. Our principal wholly owned and majority-owned subsidiaries currently are not limited by long-term debt or other agreements in their ability to pay cash dividends or to make other distributions that are otherwise compliant with law.

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DESCRIPTION OF DEBT SECURITIES

The debt securities covered by this prospectus will be our direct unsecured obligations. The debt securities will be issued in one or more series under an indenture dated as of April 25, 2008 between us and HSBC Bank USA, National Association, as trustee.

This prospectus briefly describes the material indenture provisions. Those descriptions are qualified in all respects by reference to the actual text of the indenture. For your reference, in the summary that follows, we have included references to section numbers of the indenture so that you can more easily locate these provisions. In cases where portions of the summary are taken from more than one section of the indenture, we have referred only to the section of the indenture that is principally applicable to that part of the summary. A copy of the indenture is listed as an exhibit to the registration statement of which this prospectus is a part and is incorporated herein by reference. See “Where You Can Find More Information” for information on how to obtain a copy. You should also refer to the Trust Indenture Act of 1939, or the Trust Indenture Act, certain terms of which are made part of the indenture by reference.

The material financial, legal and other terms particular to debt securities of each series will be described in the prospectus supplement relating to the debt securities of that series. The prospectus supplement relating to the debt securities of the series will be attached to the front of this prospectus. The following briefly summarizes the material provisions of the indenture and the debt securities, other than pricing and related terms that will be disclosed in an accompanying prospectus supplement. The prospectus supplement will also state whether any of the terms summarized below do not apply to the series of debt securities being offered. You should read the more detailed provisions of the indenture, including the defined terms, for provisions that may be important to you. You should also read the particular terms of a series of debt securities, which will be described in more detail in the applicable prospectus supplement.

Prospective purchasers of debt securities should be aware that special United States federal income tax, accounting and other considerations not addressed in this prospectus may be applicable to instruments such as the debt securities. The prospectus supplement relating to an issue of debt securities will describe these considerations, if they apply.

Capitalized terms used below are defined under “Defined Terms.” In this “Description of Debt Securities” section, references to “we,” “us” and “our” are only to Philip Morris International Inc. and not its subsidiaries.

General

The debt securities will rank equally with all of our other unsecured and unsubordinated debt. The indenture does not limit the amount of debt we may issue under the indenture and provides that additional debt securities may be issued up to the aggregate principal amount authorized by a board resolution. We may issue the debt securities from time to time in one or more series with the same or various maturities, at par, at a discount or at a premium. The prospectus supplement relating to any debt securities being offered will include specific terms relating to the offering, including the particular amount, price and other terms of those debt securities. These terms will include some or all of the following:

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the title of the debt securities;

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any limit upon the aggregate principal amount of the debt securities;

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the date or dates on which the principal of the debt securities will be payable or their manner of determination;

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if the debt securities will bear interest:

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the interest rate or rates;

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the date or dates from which any interest will accrue;

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the interest payment dates for the debt securities; and

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the regular record date for any interest payable;

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or, in each case, their method of determination;

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the place or places where the principal of, and any premium and interest on, the debt securities will be payable;

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the period or periods within which, the price or prices at which, the currency or currency unit in which and the terms on which any of the debt securities may be redeemed, in whole or in part at our option, and any remarketing arrangements;

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the terms on which we would be required to redeem, repay or purchase debt securities required by any sinking fund, mandatory redemption or similar provision; and the period or periods within which, the price or prices at which, the currency or currency unit in which and the terms and conditions on which the debt securities will be so redeemed or purchased in whole or in part;

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if denominations other than $1,000 or any integral multiple of $1,000, the denominations in which the debt securities will be issued;

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the portion of the principal amount of the debt securities that is payable on the declaration of acceleration of the maturity, if other than their entire principal amount; these debt securities could include original issue discount, or OID, debt securities or indexed debt securities, which are each described below;

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any trustees, paying agents, transfer agents, registrars, depositaries or similar agents with respect to the debt securities;

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currency or currency units in which the debt securities will be denominated and payable, if other than U.S. dollars;

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whether the amounts of payments of principal of, and any premium and interest on, the debt securities are to be determined with reference to an index, formula or other method, and if so, the manner in which such amounts will be determined;

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whether the debt securities will be issued in whole or in part in the form of global securities and, if so, the depositary, if any, for the global securities, whether permanent or temporary (including the circumstances under which any temporary global debt securities may be exchanged for definitive debt securities);

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whether the debt securities will be convertible or exchangeable into other of our or another company’s securities and the terms and conditions of any such conversion or exchange;

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any special tax implications of the debt securities, including whether and under what circumstances, if any, we will pay additional amounts under any debt securities held by a person who is not a United States person for tax payments, assessments or other governmental charges and whether we have the option to redeem the debt securities which are affected by the additional amounts instead of paying the additional amounts;

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the form of the debt securities;

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whether and to what extent the debt securities are subject to defeasance on terms different from those described under the heading “Defeasance”;

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if the debt securities bear no interest, any dates on which lists of holders of these debt securities must be provided to the trustee;

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any addition to, or modification or deletion of, any event of default or any covenant specified in the indenture; and

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any other specific terms of the debt securities.

(Section 301)

We may issue debt securities as OID debt securities. OID debt securities bear no interest or bear interest at below-market rates and are sold at a discount below their stated principal amount. If we issue

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OID debt securities, the prospectus supplement will contain the issue price of the securities and the rate at which and the date from which discount will accrete.

We may also issue indexed debt securities. Payments of principal of, and any premium and interest on, indexed debt securities are determined with reference to the rate of exchange between the currency or currency unit in which the debt security is denominated and any other currency or currency unit specified by us, to the relationship between two or more currencies or currency units, to the price of one or more specified securities or commodities, to one or more securities or commodities exchange indices or other indices or by other similar methods or formulas, all as specified in the prospectus supplement. (Section 301)

We may issue debt securities other than the debt securities described in this prospectus. There is no requirement that any other debt securities that we issue be issued under the indenture. Thus, any other debt securities that we issue may be issued under other indentures or documentation containing provisions different from those included in the indenture or applicable to one or more issues of the debt securities described in this prospectus.

Consolidation, Merger or Sale

Under the indenture, we may not consolidate with or merge into any other corporation or convey or transfer our properties and assets substantially as an entirety to any person unless:

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the corporation formed by such consolidation or into which we are merged or the person which acquires by conveyance or transfer our properties and assets substantially as an entirety is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes, by a supplemental indenture, payment of the principal of and any premium and interest (including any additional amounts payable) on all the debt securities and the performance of every covenant of the indenture;

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after giving effect to the transaction, no Event of Default with respect to any series of debt securities, and no event which, after notice or lapse of time or both, would become an Event of Default, will have happened and be continuing;

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the successor corporation assuming the debt securities agrees, by supplemental indenture, to indemnify the individuals liable therefor for the amount of United States federal estate tax paid solely as a result of such assumption in respect of debt securities held by individuals who are not citizens or residents of the United States at the time of their death; and

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we deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance or transfer and the supplemental indenture comply with these provisions.

(Section 801)

The successor corporation will assume all of our obligations under the indenture as if it were an original party to the indenture. After assuming such obligations, the successor corporation will have all of our rights and powers under the indenture. (Section 802)

Waivers Under the Indenture

Under the indenture, the holders of not less than a majority in aggregate principal amount of all affected series of the outstanding debt securities (voting as a single class), may on behalf of all holders of such affected series:

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waive our compliance with certain covenants of the indenture; and (Section 1009)

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waive any past default under the indenture, except:

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a default in the payment of the principal of, or any premium or interest on, any debt securities; and

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a default with respect to a covenant or provision of the indenture which itself cannot be modified or amended without the consent of the holder of each affected debt security.

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(Section 513)

Events of Default

When we use the term “Event of Default” in the indenture with respect to a particular series of debt securities, we mean any of the following:

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we fail to pay any installment of interest on any debt security of that series for 30 days after payment was due;

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we fail to make payment of the principal of, or any premium on, any debt security of that series when due;

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we fail to make any sinking fund payment when due with respect to debt securities of that series;

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we fail to perform, or breach, any other covenant or warranty in respect of any debt security of that series contained in the indenture or in such debt securities or in the applicable board resolution under which such series is issued and this failure or breach continues for 90 days after we receive written notice of it from the trustee or holders of 25% in aggregate principal amount of all outstanding series of the debt securities or, with respect to any such covenant or agreement which is not applicable to all series of debt securities, by the holders of at least 25% in aggregate principal amount of the affected series (in each case voting as a single class);

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we or a court take certain actions relating to bankruptcy, insolvency or reorganization of our company; or

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any other event of default that may be specified for the debt securities of the series or in the board resolution with respect to the debt securities of that series.

(Section 501)

The supplemental indenture or the form of security for a particular series of debt securities may include additional Events of Default or changes to the Events of Default described above. The Events of Default applicable to a particular series of debt securities will be described in the prospectus supplement relating to such series.

A default with respect to a single series of debt securities under the indenture will not necessarily constitute a default with respect to any other series of debt securities issued under the indenture. A default under our other indebtedness will not be a default under the indenture. The trustee may withhold notice to the holders of debt securities of any default, except for defaults that involve our failure to pay principal or any premium or interest, if it determines in good faith that the withholding of notice is in the interest of the holders. (Section 602)

If an Event of Default for any series of debt securities occurs and continues (other than an Event of Default involving our bankruptcy, insolvency or reorganization), either the trustee or the holders of at least 25% in aggregate principal amount of all outstanding series of the debt securities to which it is applicable or, if such default is not applicable to all series of the debt securities, the holders of at least 25% in principal amount of all series to which it is applicable (in each case voting as a single class) may require us upon notice in writing to us, to immediately repay the entire principal (or, in the case of (a) OID debt securities, a lesser amount as may be provided in those OID debt securities or (b) indexed debt securities, an amount determined by the terms of those indexed debt securities), of all the debt securities of such series together with accrued interest on the debt securities.

If an Event of Default occurs which involves our bankruptcy, insolvency or reorganization, then all unpaid principal amounts (or, if the debt securities are (a) OID debt securities, a lesser amount as may be provided in those OID debt securities or (b) indexed debt securities, an amount determined by the terms of those indexed debt securities), of all the debt securities of such series together with accrued interest on the debt securities and accrued interest on all debt securities of each series then outstanding will immediately become due and payable, without any action by the trustee or any holder of debt securities. (Section 502)

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Subject to certain conditions, the holders of a majority in principal amount of the outstanding debt securities of a series may rescind a declaration of acceleration if all Events of Default, other than the failure to pay principal or interest due solely because of the declaration of acceleration, have been cured or waived. (Section 502)

Other than its duties in case of an Event of Default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders, unless the holders offer the trustee reasonable indemnity. (Section 507) The holders of a majority in principal amount outstanding of any series of debt securities may, subject to certain limitations, direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities. (Section 512)

The indenture requires us to file each year with the trustee, an officer’s certificate that states that:

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the signing officer has supervised a review of our activities during such year and performance under the indenture; and

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to the best of his or her knowledge, based on the review, we comply with all conditions and covenants of the indenture. (Section 1005)

A judgment for money damages by courts in the United States, including a money judgment based on an obligation expressed in a foreign currency, will ordinarily be rendered only in U.S. dollars. New York statutory law provides that a court shall render a judgment or decree in the foreign currency of the underlying obligation and that the judgment or decree shall be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment or decree. If a court requires a conversion to be made on a date other than a judgment date, the indenture requires us to pay additional amounts necessary to ensure that the amount paid in U.S. dollars to a holder is equal to the amount due in such foreign currency or currency unit. (Section 515)

Payment and Transfer

We will pay the principal of, and any premium and interest on, debt securities at the place or places that we will designate for such purposes. We will make payment to the persons in whose names the debt securities are registered on the close of business on the day or days that we will specify in accordance with the indenture. We will pay the principal of, and any premium on, debt securities only against surrender of those debt securities. Any other payments will be made as set forth in the applicable prospectus supplement. Holders may transfer or exchange debt securities at the corporate trust office of the trustee or at any other office or agency, maintained for such purposes, without the payment of any service charge except for any tax or governmental charge. (Section 307)

Restrictive Covenants

The indenture includes the following restrictive covenants:

Limitations on Liens

The indenture limits the amount of liens that we or our Subsidiaries may incur or otherwise create, in order to secure indebtedness for borrowed money, upon any Principal Facility or any shares of capital stock that any of our Subsidiaries owning any Principal Facility has issued to us or any of our Subsidiaries. If we or any of our Subsidiaries incur such liens, then we will secure the debt securities to the same extent and in the same proportion as the debt that is secured by such liens. This covenant does not apply, however, to any of the following:

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in the case of a Principal Facility, liens incurred in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from federal income taxes by virtue of Section 103 of the Internal Revenue Code of 1986, as amended, or any other laws or regulations in effect at the time of such issuance;

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liens existing on the date of the indenture;

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liens on property or shares of capital stock existing at the time we or any of our Subsidiaries acquire such property or shares of stock (including acquisition through merger, share exchange or consolidation) or securing the payment of all or part of the purchase price, construction or improvement thereof incurred prior to, at the time of, or within 180 days after the later of the acquisition, completion of construction or improvement or commencement of full operation of such property for the purpose of financing all or a portion of such purchase or construction or improvement; or

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liens for the sole purpose of extending, renewing or replacing in whole or in part the indebtedness secured by any lien referred to in the foregoing three bullet points or in this bullet point; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the lien so extended, renewed or replaced (plus improvements on such property).

Notwithstanding the foregoing, we and/or any of our Subsidiaries may create, assume or incur liens that would otherwise be subject to the restriction described above, without securing debt securities issued under the indenture equally and ratably, if the aggregate value of all outstanding indebtedness secured by the liens plus the value of Sale and Leaseback Transactions does not at the time exceed 15% of Consolidated Net Tangible Assets. (Section 1007)

At December 31, 2022, our Consolidated Net Tangible Assets were $5.3 billion.

Sale and Leaseback Transactions

A Sale and Leaseback Transaction by us or any of our Subsidiaries of any Principal Facility is prohibited, unless within 90 days of the effective date of the arrangement, an amount equal to the greater of the net proceeds of the sale of the property leased pursuant to the Sale and Leaseback Transaction or the fair value of the property at the time of entering into the Sale and Leaseback Transaction as determined by our board of directors (“value”) is applied by us to the retirement of non-subordinated indebtedness for money borrowed with more than one year stated maturity, including our debt securities, except that such sales and leasebacks are permitted to the extent that the “value” thereof plus the other secured debt referred to in the penultimate paragraph above in the subsection entitled “Restrictive Covenants — Limitations on Liens” does not at the time exceed 15% of our Consolidated Net Tangible Assets. (Section 1008)

There are no other restrictive covenants in the indenture. The indenture does not require us to maintain any financial ratios, minimum levels of net worth or liquidity or restrict the incurrence of indebtedness, the makeup of asset sales, the payment of dividends, the making of other distributions on our capital stock or the redemption or purchase of our capital stock. Moreover, the indenture does not contain any provision requiring us to repurchase or redeem any debt securities or debt warrants or modify the terms thereof or afford the holders thereof any other protection in the event of our change of control, any highly leveraged transaction or any other event involving us that may materially adversely affect our creditworthiness or the value of the debt securities or debt warrants.

Defined Terms

We define Subsidiaries as any corporation of which at least a majority of all outstanding stock or other interests having ordinary voting power in the election of directors, managers or trustees of such corporation is at the time, directly or indirectly, owned or controlled by us or by one or more Subsidiaries or by us and one or more Subsidiaries. (Section 101)

We define Principal Facility as all real property constituting part of any manufacturing plant or distribution facility owned and operated by us or any Subsidiary, together with such manufacturing plant or distribution facility, including all attached plumbing, electrical, ventilating, heating, cooling, lighting and other utility systems, ducts and pipes, but excluding trade fixtures, business machinery, equipment, motorized vehicles, tools, supplies and materials, security systems, cameras, inventory and other personal property and materials. The term Principal Facility shall not include any particular manufacturing plant or distribution facility as of any particular date unless its net book value exceeds 0.75% of Consolidated Net Tangible Assets. (Section 1007)

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We define a Sale and Leaseback Transaction as the sale or transfer of a Principal Facility with the intention of taking back a lease of the property, except a lease for a temporary period of less than three years, including renewals, with the intent that the use by us or any Subsidiary will be discontinued on or before the expiration of such period. (Section 1008)

We define Consolidated Net Tangible Assets as the excess over current liabilities of all assets appearing on our most recent quarterly or annual consolidated balance sheet, less goodwill and other intangible assets and the minority interests of others in Subsidiaries. (Section 101)

Global Securities

We may issue the debt securities in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement.

We may issue the global securities in either temporary or permanent form. We will describe the specific terms of the depositary arrangement with respect to a series of debt securities in the applicable prospectus supplement. We anticipate that the following provisions will apply to all depositary arrangements.

Once a global security is issued, the depositary will credit on its book-entry system the respective principal amounts of the individual debt securities represented by that global security to the accounts of institutions that have accounts with the depositary. These institutions are known as participants.

The underwriters for the debt securities will designate the accounts to be credited. However, if we have offered or sold the securities either directly or through agents, we or the agents will designate the appropriate accounts to be credited.

Ownership of beneficial interests in a global security will be limited to participants or persons that may hold beneficial interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary’s participants or persons that may hold through participants. The laws of some states require that certain purchasers of debt securities take physical delivery of securities. Those laws may limit the market for beneficial interests in a global security.

So long as the depositary for a global security, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the indenture. Except as provided in the applicable prospectus supplement, owners of beneficial interests in a global security:

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will not be entitled to have debt securities represented by global securities registered in their names;

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will not receive or be entitled to receive physical delivery of debt securities in definitive form; and

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will not be considered owners or holders of these debt securities under the indenture.

Payments of principal of, and any premium and interest on, the individual debt securities registered in the name of the depositary or its nominee will be made to the depositary or its nominee as the registered owner of that global security.

Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a global security, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests and each of us and the trustee may act or refrain from acting without liability on any information provided by the depositary. (Section 308)

We expect that the depositary, after receiving any payment of principal of, and any premium and interest on, a global security, will immediately credit the accounts of the participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in a global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a global security will be governed by standing customer instructions and customary practices, as is now the case with debt securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

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Debt securities represented by a global security will be exchangeable for debt securities in definitive form of like tenor in authorized denominations only if:

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the depositary notifies us that it is unwilling or unable to continue as the depositary and a successor depositary is not appointed by us within 90 days;

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we deliver to the trustee for securities of such series in registered form a company order stating that the debt securities of such series shall be exchangeable; or

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an Event of Default has occurred and is continuing with respect to debt securities of such series.

Unless and until a global security is exchanged in whole or in part for debt securities in definitive certificated form, it may not be transferred or exchanged except as a whole by the depositary.

You may transfer or exchange certificated securities at any office that we maintain for this purpose in accordance with the terms of the indenture. We will not charge a service fee for any transfer or exchange of certificated securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge that we are required to pay in connection with a transfer or exchange. (Section 305)

Registration of Transfer

You may effect the transfer of certificated securities and the right to receive the principal of, and any premium and interest on, certificated securities only by surrendering the certificate representing those certificated securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

We are not required to:

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issue, register the transfer of or exchange securities of any series during a period beginning at the opening of business 15 days before the day we transmit a notice of redemption of the securities of the series selected for redemption and ending at the close of business on the day of the transmission; or

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register the transfer of or exchange any security so selected for redemption in whole or in part, except the unredeemed portion of any security being redeemed in part.

(Section 305)

Exchange

At your option, you may exchange your debt securities of any series, except a global security, for an equal principal amount of other debt securities of the same series having authorized denominations upon surrender to our designated agent.

We may at any time exchange debt securities issued as one or more global securities for an equal principal amount of debt securities of the same series in definitive form. In this case, we will deliver to the holders new debt securities in definitive registered form in the same aggregate principal amount as the global securities being exchanged.

The depositary of the global securities may also decide at any time to surrender one or more global securities in exchange for debt securities of the same series in definitive form, in which case we will deliver the new debt securities in definitive form to the persons specified by the depositary, in an aggregate principal amount equal to, and in exchange for, each person’s beneficial interest in the global securities.

Notwithstanding the above, we will not be required to exchange any debt securities if, as a result of the exchange, we would suffer adverse consequences under any United States law or regulation. (Section 305)

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Defeasance

Legal Defeasance

Unless otherwise specified in the prospectus supplement, we can legally release ourselves from all of our obligations, with certain limited exceptions, on any series of debt securities. This is called legal defeasance. In order to achieve legal defeasance:

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we must deposit, or cause to be deposited, in trust for the benefit of all holders of that series of debt securities an amount of cash in the currency or currency unit in which that series of debt securities is payable, direct obligations of the government that issued the currency in which that series of debt securities is payable or a combination thereof that will generate sufficient cash to make interest, principal, premium and any other payments on that series of debt securities on their due date or redemption date;

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we have delivered to the trustee an opinion of counsel confirming that (1) we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the issuance date of the debt securities, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred;

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no Event of Default or event that with the giving of notice or passage of time, or both, would become an Event of Default shall have occurred and be continuing at the time of the deposit described above and no Event of Default described in the fifth bullet point under “Events of Default” shall have occurred and be continuing on the 123rd day after the date of such deposit;

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such defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which we are a party or by which we are bound; and

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we have delivered to the trustee an officers’ certificate and an opinion of counsel in each stating that all conditions precedent provided for or relating to the legal defeasance have been complied with.

Covenant Defeasance

Unless specified in the prospectus supplement, we can make the same type of deposit described above under “Defeasance — Legal Defeasance” and be released from the restrictive covenants on any series of debt securities. This is called covenant defeasance. In order to achieve covenant defeasance:

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we have delivered to the trustee an opinion of counsel confirming that holders of the debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

•

such defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which we are a party or by which we are bound; and

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we have delivered to the trustee an officers’ certificate and an opinion of counsel in each stating that all conditions precedent provided for or relating to the covenant defeasance have been complied with.

If we accomplish covenant defeasance, the following provisions, among others, of the indenture and the debt securities would no longer apply:

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our promises previously described under “Restrictive Covenants — Limitation on Liens;”

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our promises previously described under “Restrictive Covenants — Sale and Leaseback Transactions;”

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the events of default relating to breach of such covenants, described under “Events of Default;” and

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certain other covenants applicable to the series of debt securities and described in the prospectus supplement.

(Sections 402-404)

Payments of Unclaimed Moneys

Moneys deposited with the trustee or any paying agent for the payment of principal of, or any premium and interest on, any debt securities that remain unclaimed for two years will be repaid to us at our request, unless the law requires otherwise. If this happens and you want to claim these moneys, you must look to us and not to the trustee or paying agent. (Section 409)

Supplemental Indentures Not Requiring Consent of Holders

Without the consent of any holders of debt securities, we and the trustee may supplement the indenture, among other things, to:

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pledge property to the trustee as security for the debt securities;

•

reflect that another entity has succeeded us and assumed the covenants and obligations of us under the debt securities and the indenture;

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cure any ambiguity or inconsistency in the indenture or in the debt securities or make any other provisions necessary or desirable, as long as the interests of the holders of the debt securities are not adversely affected in any material respect;

•

establish the form and terms of any series of debt securities as provided in the indenture;

•

add to our covenants further covenants for the benefit of the holders of debt securities, and if the covenants are for the benefit of less than all series of debt securities, stating which series are entitled to benefit;

•

add any additional event of default and if the new event of default applies to fewer than all series of debt securities, stating to which series it applies;

•

change the trustee or provide for an additional trustee; or

•

modify the indenture in order to continue its qualification under the Trust Indenture Act or as may be necessary or desirable in accordance with amendments to that Act.

(Section 901)

Supplemental Indentures Requiring Consent of Holders

With the consent of the holders of not less than a majority in principal amount of all series of the debt securities that would be affected by a modification of the indenture (voting as a single class), the indenture permits us and the trustee to supplement the indenture or modify in any way the terms of the indenture or the rights of the holders of the debt securities of such series. However, without the consent of each holder of all of the debt securities affected by that modification, we and the trustee may not:

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modify the maturity date of, or any installment of principal or interest on, any debt security, or reduce the principal of, or premium on, or change the stated final maturity of, any debt security;

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reduce the rate of payment of interest on any debt security or, in the case of OID debt securities, reduce the rate of accretion of the OID;

•

change any of our obligations to pay additional amounts under the indenture;

•

reduce or alter the method of computation of any amount payable upon redemption, repayment or purchase of any debt security by us, or the time when the redemption, repayment or purchase may be made;

•

make the principal or interest on any debt security payable in a currency other than that stated in the debt security or change the place of payment;

•

reduce the amount of principal due on an OID debt security upon acceleration of maturity or provable in bankruptcy or reduce the amount payable under the terms of an indexed debt security upon acceleration of maturity or provable in bankruptcy;

•

impair any right of repayment or purchase at the option of any holder of debt securities;

•

reduce the right of any holder of debt securities to receive or sue for payment of the principal or interest on a debt security that would be due and payable at the maturity thereof or upon redemption; or

•

reduce the percentage in principal amount of the outstanding debt securities required to supplement the indenture or to waive any of its provisions.

(Section 902)

A supplemental indenture that modifies or eliminates a provision that has been included solely for the benefit of the holders of one or more series of debt securities will not affect the rights under the indenture of holders of other series of debt securities.

As described in the first paragraph of this subsection, as well as above under “Waivers Under the Indenture” and “Events of Default” above, the indenture provides for a voting mechanism whereby all series of debt securities that may be affected (voting as a single class) will be permitted to approve certain waivers or amendments that affect all such series of debt securities. Therefore, series of debt securities in the aggregate (voting as a single class) may, in certain circumstances, approve waivers or amendments applicable to a class of debt securities that is also affected by such waiver or amendment and that did not vote in favor of such waiver or amendment.

Redemption

The specific terms of any redemption of a series of debt securities will be contained in the prospectus supplement for that series. We must send notice of redemption to the holders at least 30 days but not more than 60 days prior to the redemption date. The notice will specify:

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the redemption date;

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the redemption price;

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the place or places of payment;

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the CUSIP or ISIN number of the debt securities being redeemed;

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in the case of partial redemption, the principal amount being redeemed;

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whether the redemption is pursuant to a sinking fund; and

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that on the redemption date, interest, or, in the case of OID debt securities, original issue discount, will cease to accrue.

(Section 1104)

On or before any redemption date, we will deposit an amount of money with the trustee or with a paying agent sufficient to pay the redemption price. (Section 1105)

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If less than all the debt securities are being redeemed, we may select the particular series to be redeemed; if less than all the debt securities of a series are being redeemed, the trustee shall select the debt securities to be redeemed using a method it considers fair and appropriate. (Section 1103) After the redemption date, holders of debt securities which were redeemed will have no rights with respect to the debt securities except the right to receive the redemption price and any unpaid interest to the redemption date. (Section 1106)

Concerning the Trustee

HSBC Bank USA, National Association is the trustee under the indenture. HSBC Bank USA, National Association or its affiliates make loans to and perform certain other services for us and certain of our subsidiaries and affiliates. Among other services, HSBC Bank USA, National Association or its affiliates provide us and our affiliates with investment banking and cash management services, foreign exchange and investment custody account services, and participate in our credit facilities and those of our affiliates.

Governing Law

The laws of the State of New York govern the indenture and will govern the debt securities. (Section 112)

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DESCRIPTION OF DEBT WARRANTS

We may issue debt warrants in registered certificated form for the purchase of debt securities. We may issue debt warrants separately or together with any debt securities offered by any prospectus supplement. If issued together with any debt securities, debt warrants may be attached to or separate from such debt securities. Debt warrants will be issued under debt warrant agreements to be entered into between us and a bank or trust company, as debt warrant agent, all as set forth in the prospectus supplement relating to the particular issue of debt warrants. The debt warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A form of debt warrant agreement, including a form of debt warrant certificate, reflecting the particular terms and provisions of a particular issue of debt warrants, will be filed with the SEC in connection with the offering and incorporated by reference in the registration statement of which this prospectus is a part. See “Where You Can Find More Information” for information on how to obtain copies of any form of debt warrant agreement that has been filed. Summaries of certain provisions of the debt warrant agreements and debt warrant certificates follow. You should read the more detailed provisions of the forms of debt warrant agreement and debt warrant certificate and any additional terms relating to the particular issue of debt warrants, which will be described in detail in the applicable prospectus supplement, for additional information before you buy any debt warrants.

General

The prospectus supplement will describe the terms of the debt warrants offered thereby, the debt warrant agreements relating to such debt warrants and the debt warrant certificates representing such debt warrants, including the following:

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the offering price;

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the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;

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if applicable, the designation and terms of the debt securities with which the debt warrants are issued and the number of debt warrants issued with each such debt security;

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if applicable, the date on and after which the debt warrants and the related debt securities will be separately transferable;

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the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which such principal amount of debt securities may be purchased upon such exercise, and any provisions for changes to or adjustments in the exercise price;

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the date on which the right to exercise the debt warrants will commence and the date on which such right will expire;

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the maximum or minimum number of warrants which may be exercised at any time;

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United States federal income tax consequences;

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the identity of the debt warrant agent; and

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any other terms of the debt warrants.

Debt warrant certificates may be exercised, and those that have been issued separately or, if issued together with debt securities, once detachable, may be exchanged for new debt warrant certificates of different denominations and may be presented for registration of transfer at the corporate trust office of the debt warrant agent or any other office indicated in the applicable prospectus supplement. A debt warrant certificate that is not immediately detachable from a debt security may be exchanged or transferred only with the debt securities to which it was initially attached, and only in connection with the exchange or transfer of such debt securities. Debt warrants for the purchase of debt securities will be in registered form only.

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PLAN OF DISTRIBUTION

We may sell the securities offered pursuant to this prospectus in any of the following ways:

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directly to one or more purchasers;

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through agents;

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through underwriters, brokers or dealers; or

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through a combination of any of these methods of sale.

We will identify the specific plan of distribution, including any underwriters, brokers, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

LEGAL MATTERS

The validity of the securities offered by this prospectus and any prospectus supplement will be passed upon for us by DLA Piper LLP (US), New York, New York. Eversheds Sutherland (US) LLP, Washington, D.C. is also representing us with respect to United States federal tax laws.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers SA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.