tm2426896-1_424b2 - none

本初步招股書補充和隨附招股說明書中的信息並不完整，可能會有更改。本初步招股書補充與已修正的1933年證券法項下生效的註冊聲明有關。本初步招股書補充和隨附的招股說明書並非要在任何不允許提供或銷售的司法管轄區出售這些證券，也沒有尋求購買這些證券的要約。

根據規則424(b)(2)提交申請

註冊編號333-269690

日期爲2024年10月30日，以後補充完整

招股說明書補充，日期爲2023年2月10日的招股說明書

菲利普莫里斯國際公司

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$ % 到期20年的票據
$ % 到期20年的票據
$ % 到期20年的票據
$ % 到期20年的票據

到期日爲20日的 %票據將在2020年到期（稱爲「20%票據」），到期日爲20日的 %票據將在2020年到期（稱爲「20%票據」），到期日爲20日的 %票據將在2020年到期（稱爲「20%票據」），到期日爲20日的 %票據將在2020年到期（稱爲「20%票據」，連同20日的票據、20日的票據和20日的票據，即「票據」）。 2025年的每年的 %票據利息將於每年的月和日半年支付，第一次支付日期爲2025年月日。 2025年的每年的 %票據利息將於每年的月和日半年支付，第一次支付日期爲2025年月日。 2025年的每年的 %票據利息將於每年的月和日半年支付，第一次支付日期爲2025年月日。 2025年的每年的 %票據利息將於每年的月和日半年支付，第一次支付日期爲2025年月日。我們可能會按照本招股說明書中規定的適用贖回價格贖回任何票據，並支付截至但不包括適用贖回日期的應計未償付的利息。請參見本招股說明書中的「票據說明-可選贖回」。如果涉及美國稅收的指定事件發生，我們可能還會在到期前贖回各系列的票據。票據將是我們的優先無抵押債務，並將與我們每時每刻未償還的所有其他優先無抵押債務權利平等。票據僅以2,000美元的面額及其倍數的整數發行，超出此面額。

見第頁面的「風險因素」 S-8 本招股說明書補充之頁面單獨提供「風險因素」。

美國證券交易委員會（「SEC」）或任何州證券委員會均未覈准或否決這些證券，也未確定本招股說明書補充或附屬招股說明書的真實性或完整性。任何相反陳述均構成犯罪。

公開
發行價格

承銷
折扣

我們的收益
(在扣除費用之前)

每張票據

總

每張票據

總

每張票據

總

%到期的債券20

% 到期 20

% 到期的票據 20

% 到期於20年的票據

以上所述的公開發行價格不包括應計利息。每一系列債券的利息將從2024年開始計息。

這些債券不會在任何證券交易所上市，也不會納入任何自動報價系統。

承銷商預計將以賬簿入賬形式通過Depository Trust Company（DTC）、Clearstream Banking、société anonyme（Clearstream）或Euroclear Bank，SA/NV（Euroclear）交易所操作員，在2024年左右交付每個系列的債券給購買者。

聯合主承銷商

BBVA

美銀證券

德意志銀行
證券

高盛
Co. LLC

富國銀行
證券

巴克萊銀行

花旗集團

瑞穗證券

瑞銀投資銀行

2024年招股書補充資料

招股書補充

	關於本招股說明書					S-1
	前瞻性陳述和警示性聲明					S-2
	本公司					S-3
	募集概要					S-5
	風險因素					S-8
	使用收益					S-9
	票據說明					S-10
	某些美國聯邦所得稅方面的考慮					S-19
	包括花旗集團全球貨幣市場公司、巴克萊資本公司、法國巴黎銀行股份有限公司證券公司、摩根士丹利證券有限責任公司和富國證券有限責任公司在內的Becton, Dickinson及該發行的承銷商已簽訂有關票據的承銷協議。根據承銷協議的條款和條件，各承銷商已各自協議購買所示票據的本金金額。					S-24
	發行限制					S-27
	所附文件引用					S-30
	法律事項					S-31
	專家					S-31

招股說明書

	關於本說明書					ii
	更多信息					iii
	所附文件引用					iv
	前瞻性陳述和警示性聲明					v
	本公司					1
	風險因素					3
	使用收益					4
	債券證券說明書					5
	債務認股權證說明					17
	分銷計劃					19
	法律事項					19
	專家					19

我們及承銷商未授權任何人向您提供除本招股說明書補充、任何相關自由撰寫招股說明書和附表中所包含或引用的信息以外的任何信息。我們對他人可能提供給您的其他任何信息不承擔責任，並不能保證其可靠性。若本招股說明書補充與附表中的信息有出入，本招股說明書補充中的信息將取代附表中的信息。我們不會在任何不允許提供的司法管轄區提供這些證券的報價。無論本招股說明書補充、任何相關自由撰寫招股說明書或附表的交付，或者基於此進行的銷售，在任何情況下都不應構成任何暗示，即自本招股說明書補充、任何相關自由撰寫招股說明書或附表的日期起，我們的業務、運營結果、現金流和財務狀況沒有發生變化，無論何時交付這樣的文件或銷售任何在此處或在此處提供的證券，或者在此處或在此處的任何時候被引用或引入的信息截至這樣信息的日期都是正確的。

關於此次發行的票據，西班牙銀行證券公司、美銀證券公司、德意志銀行證券公司、高盛和公司、富國銀行證券有限責任公司、巴克萊銀行公司、花旗集團全球市場公司、瑞穗美國證券有限責任公司和瑞銀證券有限責任公司或其各自的關聯公司可能

S-i

有關本招股說明書補充資料

本招股說明書補充說明包含有關票據發行的條款。本招股說明書補充說明或被引用的相關信息可能補充、更新或更改所附招股書中的信息。如果本招股說明書補充說明中的信息或本招股說明書補充說明中所涵蓋的被引用信息與所附招股書中的信息不一致，則本招股說明書補充說明或全文或被引用的信息將被採用並取代所附招股書中的相關信息。

在作出投資決定時，您閱讀和考慮本招股說明書補充說明、附加的招股書和任何相關的自由書面招股說明中包含的所有信息是很重要的。您還應閱讀並考慮本招股理明書補充說明中我們提及的“引用文件”中的信息，以及所附招股書中“更多信息來源”中的信息，包括我們的 2023年12月31日結束的Form 10-k年度報告，我們在2024年3月28日提交給SEC的14A表格上的明文代理聲明的部分所有板塊所援引的，是我們截至於季度結束的10-Q表格季度報告 2024年3月31日 2024年6月30日止季度和 2024年9月30日以及我們於2024年1月24日向SEC提交的當前報告8-k 2024年2月2日 2024年2月2日（僅就項目 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。

本增補說明書中的商標和服務標記以粗斜體字形式呈現，為我們的子公司所擁有或許可。

菲利普莫里斯國際公司成立於1987年，是一家總部設於維珍尼亞州的控股公司。除非另有說明，本增補說明書中涉及「PMI」、「我們」、「我們的」或「我們」的所有參考均指菲利普莫里斯國際公司及其子公司。

本文件中提及的「美元」、「美元」和「美元」指的是美元，這裡包含或參照的所有財務數據均按照美國通用會計準則呈現。

S-1

前瞻性和警語性聲明

我們可能不時發表書面或口頭的前瞻性陳述，包括在本附錄和附屬說明書中包含或引用的信息。您可以通過使用“策略”、“預期”、“持續”、“計劃”、“預期”、“相信”、“將”、“立志”、“估計”、“打算”、“項目”、“目標”、“目標”、“預測”等詞來識別這些前瞻性陳述。您也可以通過它們不嚴密關聯於歷史或當前事實的事實來辨認它們。

我們無法保證任何前瞻性陳述將會實現，雖然我們認為在我們的計劃和假設方面已經謹慎。我們的無煙產品（“SFPs”）屬於一個相對不可預測的新產品類別，比起我們成熟的香煙業務來說。未來結果的實現受到風險、不確定性和不準確的假設的影響。如果已知或未知的風險或不確定性實現，或者基礎假設被證明不準確，實際結果可能與預期、估計或預測大不相同。在考慮前瞻性陳述以及是否投資於或繼續投資於票據時，您應該謹記此事。根據1995年《私人證券訴訟改革法》的“安全港”規定，我們在本附錄和引用的文件中已經確定了重要的因素，這些因素單獨或綜合起來可能導致實際結果和結果與我們所作的任何前瞻性陳述相差甚遠；任何這樣的陳述都條件附有對這些警語的引用。我們在本附錄和引用的文件中詳述了我們面臨的這些和其他風險，包括我們的業務 2023年結束的年度10-k報告和我們截至日期的季度報告，表格10-Q，為截至日期的季度 2024年3月31日， 2024年6月30日止季度和 2024年9月30日。您應該了解，不可能預測或確定所有風險因素。因此，您不應將本說明書補充和參考文獻中談論的風險視為對所有潛在風險或不確定性的全面討論。除非在我們正常的公開披露義務過程中，我們不會承諾更新我們可能不時發表的任何前瞻性聲明。

S-2

公司

我們是一家領先的國際煙草公司，積極致力打造無煙的未來。我們正在長期發展我們的產品組合，以包括煙草和尼古丁行業以外的產品。我們目前的產品組合主要包括香煙和無煙產品。自 2008 年以來，我們已投資超過 125 億美元，為否則會繼續吸煙的成年人開發、科學證實和商業化創新的無煙產品，目標是完全終止銷售香煙。這項投資包括建立世界級的科學評估能力，尤其是在臨床前系統毒理學、臨床和行為研究以及市場後研究等領域。2022 年 11 月，我們收購了 Swedish Match Ab（「瑞典 Match」）—— 口服尼古丁服務領域的領導者 —— 創造了全球無煙組合，由我們的領導。伊科斯和辛品牌。美國食品藥品監督管理局已授權版本伊科斯設備和消耗品以及瑞典比賽將軍作為改性風險煙草產品的雪服，以及這些產品的續訂申請目前正在處理 FDA 審議。

隨著該合併和 2023 年邁向瑞典比賽業務整合到 PMI 現有區域結構的進展，採購經理人指數在 2024 年 1 月更新了其分部報告，將前的瑞典比賽分段結果納入現有四個地理區段中。我們的四個地理部分如下：歐洲地區；南亞和東南亞，獨立國家聯合會，中東和非洲地區；東亞，澳大利亞和 PMI 免稅區；以及美洲地區。健康和醫療保健部門，其中包括我們 Vectura Fertin 製藥業務業務的營運業績，保持不變。

我們的香煙在約 175 個市場銷售，在這些市場中的許多市場，它們佔有第一或第二的市場份額。我們有各種優質、中價和低價品牌。我們的產品組合包括國際和本地品牌。

無煙商業（「SFB」）是我們用來指我們所有無煙產品的術語。SFb 還包括健康和保健產品，以及消費性配件，例如打火機和火柴。

無煙產品是我們用來指所有提供尼古丁而不會燃燒煙草的產品，例如熱不燃燒、電子蒸氣和口服無煙，因此產生較低的有害化學物質含量。因此，與繼續吸煙相比，這些產品有可能較少的傷害風險。

伊科斯和辛是我們 SFP 產品組合中的領先品牌。截至 2024 年 9 月 30 日，我們的無煙產品已在 92 個市場發售。

我們的健康和醫療保健業務策略專注於開發和商業化口腔和吸入消費者健康和健康產品以及吸入處方產品，適用於包括疼痛管理和心血管緊急情況的治療領域。這包括符合適用法規要求的醫療和製藥大麻素以及非娛樂性大麻素產品（包括 CBD），儘管與大麻素有關的任何收入預計在短期和中期內都可忽略不大。

2022 年，我們收購了口服尼古丁交付市場領導者 Swedish Match，在美國市場擁有著重大的業務。Swedish Match 收購是我們轉型成為無煙公司的重要里程碑。

瑞典 Match 在美國擁有領先的尼古丁袋特許經營權辛品牌名稱。Swedish Match 產品組合是我們現有產品組合的補充，使我們能夠將領先的口服尼古丁產品與領先的熱不燃產品結合在一起。通過與 Swedish Match 合作，我們希望加快實現我們共同的無煙願景，將更多不會繼續吸煙的成年人更快地轉換為更好的替代品，比任何一家公司單獨實現的更好的替代品。

2022 年，我們還與阿爾特里亞集團有限公司完成協議，以終止我們在美國的商業關係，包括伊科斯截至二零二四年四月三十日。PMI 現在擁有商業化的完整權利伊科斯在美國

S-3

發行總結

以下摘要包含有關票據的基本資訊，並不旨在完整。它並沒有包含所有對您重要的資訊。有關票據的更詳細描述，請參閱本說明書補充資料中的“票據描述”部分以及附帶說明書中的“債務證券描述”部分。

發行人

菲利普莫里斯國際公司

發行的證券

20張票據的總本金金額$ 。

20 張票據的總本金金額。

利率期貨

這20 張票據將於2024年起計算利率，年利率為 %。

支付利息日期

對於每年的所有板塊，從2025年開始，第20張紙幣。

排名

這些票據將是我們的償還債務的優先無擔保義務，與我們現有和未來的所有償還債務享有同等的支付權利。由於我們是一家控股公司，這些票據事實上將位於子公司的任何債務或其他負債之下。信託契約沒有限制我們或我們的子公司可能發行的債務或其他負債的金額。

可選贖回

我們可以選擇在任何時候全部或部分贖回20 Notes，其價格為被贖回的20 Notes本金金額或“折算”金額中較高者，再加上無論哪種情況下的應計及未支付的利息（如有）直至但不包括贖回日期。

在20 Notes的預定到期日期前個月之前（20 Notes的預定到期日期前個月），我們可以選擇在任何時候全部或部分贖回20 Notes，其價格為被贖回的20 Notes本金金額或“折算”金額中較高者，再加上無論哪種情況下的應計及未支付的利息（如有）直至但不包括贖回日期。

S-5

在20年∙∙∙∙∙∙∙∙之後（20年20◇票本息的計畫到期日前的◇個月），我們可以自行贖回全部或分次贖回20◇票，贖回價格等於20◇票應贖還的本金金額的100%，再加上截至贖回日期的應計及未付利息，如有的話。

在20年∙∙∙∙∙∙∙∙之前（20年20◇票本息的計畫到期日前的◇個月），我們可以自行贖回全部或分次贖回20◇票，買入價格等於應贖還的20◇票本金金額或“價值補償”金額中較高者，再加上無論哪種情況，截至贖回日期的應計及未付利息，如有的話。

請查閱“票據描述-選擇性贖回”。

可選稅金贖回

在本說明書補充中的“票據描述-稅務原因贖回”標題下描述的特定稅務事件發生時，我們可能贖回所有（但非部分）每個系列的票據。

契約條款

我們將發行每個系列的票據，其設有限制條款的信託契約，限制了我們的能力，但有重大例外，包括：

•

承擔由留置權保障的債務；以及

•

參與出售及租回交易。

款項的使用

我們將從這次發行中收到淨收益（在承銷折扣後及發行費用前）。我們打算將淨收益加入我們的所有基金类型，這些資金可以用於：

•

用於一般公司用途；

•

預付我們在三年期貸款設施的貸款的部分或全部。

S-6

•

以償還未偿还的商业票据；或者

•

以滿足我們的營運資本需求。

如果我們不立即使用淨收益，我們可能將暫時投資於短期、有息的債務，詳見本招股說明書補充資料中的“使用收益”部分。

利益衝突

我們打算利用本次發行的淨收益的一部分來預付我們在我們的Term Loan Facility的3年期貸款頭寸下的一部分或全部未償还金额（請參見本招股說明書補充資料中的“使用收益”部分）。因此，某些承銷商的聯繫人可能會收取至少5%的淨發售收益，用於此預付款。因此，本次發行符合FINRA規則5121的要求。由於每個系列的票據預計都將獲得投資級評級，不需要任命合格的獨立承銷商。

不掛牌

這些票據將不會在任何證券交易所上市或包括在任何自動報價系統中。

清算和結算

每個系列的票據將通過DTC、Clearstream和Euroclear進行結算。

管轄法律

每個系列的票據將受紐約州法律的管轄。

風險因素

投資於這些票據涉及風險。請參閱“風險因素”以及本文件中所包含或視為包含的討論，在您決定投資於這些票據之前，請仔細考慮這些因素。

受託人

匯豐銀行美國，全美國家協會。

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募集資金的用途

我們將從此次發行中獲得凈收益（扣除承銷折扣並在發行費用之前），約為$。我們打算將凈收益加入我們的所有基金类型，可能用於：

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用於一般企業用途；

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預先支付我們在我們的三年期貸款設施的一部分或全部未清借款。

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以償還未償還的商業票據；或者

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以滿足我們的營運資金需求。

截至2024年10月29日，我們未償還的3年期無抵押債權貸款設施（2022年6月23日簽署的“債務貸款設施”）尚有三十億歐元（約合三十二億美元）未清償。根據債務貸款設施，這些貸款的利息基於歐元區銀行間同業拆息率（EURIBOR），再加上0.55%的差額，詳情請參閱債務貸款設施的條款。我們在債務貸款設施的3年期部分下的貸款將於2025年11月9日到期，除非提前償還。

如果我們不立即使用淨收益，我們可能暫時將其投資於短期、帶利息的債務。

某些承銷商或其聯屬公司是我們債務貸款設施3年期部分的貸款人。因此，這些承銷商或其聯屬公司可能會在我們偿还債務貸款設施3年期部分的款项中收到部分款項。請參閱“承銷（利益衝突）”欄。

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附註說明

以下是有關票據特定條款的描述，補充了附屬招股書第5頁開始列明的債務證券一般條款和條款描述。附屬招股書包含票據的其他條款和2008年4月25日生效的債券之間的協議的詳細摘要，該協議是菲利普莫里斯國際公司與美國匯豐銀行（美國）國家協會作為受託人簽署的，根據該協議發行票據。以下描述取代了附屬招股書中的債務證券描述，以解決任何不一致之處。在本招股章程中使用的術語若沒有另行定義將根據附屬招股書給予的含義。

20年票據的特定條款

20年票據是附屬招股書中描述的一系列債務證券，將成為優先債務證券，最初發行總本金金額為$，將於20年到期。

20年票據將於2024年支付每年 %的年息，每年紀錄日後半年支付一次，從2025年起開始支付，支付給登記為20年票據持有人的人，前一營業日收盤時的紀錄日，具體日期為或。

利息將基於包括十二個30天月份的360天年計算。

20款債券的某些條款

20款債券是一系列在附屬說明書中描述的債務證券，將為優先債務證券，最初將以總本金金額 $________發行，到 20年__年__月__日到期。

20款債券將自2024年__月__日起以____%的年利率計息，每年____月____日和____月____日支付一次，至2025年__月__日開始支付給債券持有人，這些債券在前一個__月__日或____的交易日結束時以登記持有人的名義登記。

利息將按照每年三百六十天，共十二個30天的月份計算。

20款債券的某些條款

20款債券是一系列在附屬說明書中描述的債務證券，將為優先債務證券，最初將以總本金金額 $________發行，並將於 20年__年__月__日到期。

利息將按照每年三百六十天，共十二個30天的月份計算。

20筆注明條款

20筆注明條款是一系列債務證券，詳見附隨的招股書，將作為優先債務證券發行，最初的總本金金額為$，將在20之日到期。

20筆注明條款將自2024年月日起以年息 %支付利息，每半年在和每年的日按後付方式支付，從2025年月日起開始支付給當時登記有20筆注明條款的人士名下的人，而這些人的名字將在前一個或前一個日收盤後登記，視情況而定。

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利息將根據由十二個30天的月份組成的360天年計算。

一般事項。

在某些情況下，我們可能選擇通過全額償還或契約償還來履行我們對票據的義務。有關我們可能如何這樣做的更多信息，請參閱附上招股計畫書第13頁上的“債券描述-償還”部分。

我們可以在不通知或徵得任何一系列債券的持有人或實益擁有人的情況下，發行具有相同排名和相同利率、到期日和其他條款的額外債券，與該系列債券的債券不同之處僅在公開發行價格和發行日。擁有這種相似條款的某一系列的任何額外債券，連同適用的該系列債券，將構成債券契約中的一個單一系列債券。如果出現涉及該系列債券的違約情況，則將不得發行該系列的任何額外債券。

這些債券將不享有任何償還基金。

可選贖回

我們可以選擇在任何時間全額贖回20 債券，或不時部分贖回（等於2,000美元或超過該金額1,000美元的整數倍）。贖回價格將等於（i）贖回的20 債券的本金金額的100%和（ii）若該等債券在年20 日到期的話，將到贖回日期分段以半年為基礎（假定由十二個30天的月份組成的360天年），以等於適用的國庫利率（如下所定義）加基點的率，加上截至但不包括贖回日期的應付本金和利息的每一剩餘預定付款的現值之和（不包括已截至贖回日支付的利息）折現到贖回日期，加上任何應計且未付的利息，如果有的話。

在20◻揭示日期之前（日期為20◻票據預定到期日的前月份），即20◻購回日期，我們可以選擇性地全額或分割性地不時贖回20◻票據（每次在2,000美元或超過此額的1,000美元的整數倍數），贖回價格將等於（i）要贖回的20◻票面金額的100%及（ii）如果這些票據在20◻購回日期到期時到期，每筆剩餘本金和利息支付的現值之和（不包括到贖回日期的應計利息），在贖回日以半年為基準（假設由十二個30天的月份組成的360天年）以比利時債券利率（如下所定義）加上基點的利率折扣，然後加上已應計但未結清的利息（如果有的話），截至但不包括贖回日期。

在或之後20◻購回日期，我們可以選擇性地全額或分割性地不時贖回20◻票據（每次在2,000美元或超過此額的1,000美元的整數倍數）至贖回價格等於要贖回的20◻票面金額的100%，再加上截至但不包括贖回日期的已應計但未結清的利息（如果有的話）。

於20日視窗期後，我們可以自行選擇贖回全部或部分20億美元票據（每次2,000美元或超額1,000美元的整數倍），贖回價格為等於欲贖回的20億美元票據的本金金額的100%，並加上欠付的應計利息（如果有的話），但不包括贖回日期。

S-11

在20 票據到期日前之日期，即20 票據的預定到期日前個月（“20 票據贖回日”），我們可以自行選擇全數或部分贖回20 票據（每次以$2,000或超過該金額的$1,000的整數倍為單位）。贖回價格將以以下兩者中較高者為準：（i）欲贖回的20 票據本金金額的100%和（ii）如該票據於20 票據贖回日到期時應支付的每一筆剩餘本金和利息款項的現值之和（不包括截至贖回日已計利息），按半年計算（假設一年360天，由十二個30天月構成），利率為適用的國庫券利率（如下所定義）加上個基本點，並加上相應的未支付利息（如有）至贖回日（但不包括贖回日）。

在20 票據贖回日或之後，我們可以自行選擇全數或部分贖回20 票據（每次以$2,000或超過該金額的$1,000的整數倍為單位），贖回價格為欲贖回的20 票據本金金額的100%加上截至贖回日的未支付利息（如有），但不包括贖回日。

“可比國庫券期”指獨立投資銀行家選定的具有實際或插值到期日期與所要贖回的票據剩餘期限相當的美國國庫券（假定20 票據於 20 年月日到期，20 票據於20 票據贖回日到期，20 票據於20 票據贖回日到期以及20 票據於 20 票據贖回日到期）。此美國國庫券將於選定時並根據常規金融操作用於定價具有與所要贖回票據剩餘期限相當的企業債券新發行的企業債券問題。

「相應國庫價格」指任何贖回日期的參考國庫經紀行引述的平均值，不包括最高和最低的報價，或者（2）如果獨立投資銀行家未能取得四個或以上的參考國庫經紀行報價，則為所有此類報價的平均值。

「獨立投資銀行家」指我們指定的參考國庫經紀商之一。

「參考國庫經紀行」指BBVA證券公司、美國銀行證券有限公司、德意志銀行證券有限公司、高盛及富國證券有限責任公司或其聯屬公司，它們是主要的美國政府證券經紀商，以及我們合理指定的紐約市另一主要美國政府證券經紀商；不過，如果前述的任何一家停止成為紐約市的主要美國政府證券經紀商（即「主要國庫經紀商」），我們將替換另一個主要國庫經紀商。

「參考國庫經紀行報價」指每位參考國庫經紀行對於任何贖回日期的平均值，由獨立投資銀行家確定，該平均值為每位參考國庫經紀行在紐約當地時間下午2時於前述贖回日期前第三個工作日以書面形式向獨立投資銀行家提供的相應國庫議題的買入價和賣出價（以其本金金額的百分比表示）。

「國庫利率」指任何贖回日期的年利率，等於相應國庫議題的到期收益率或插值到期（按日期計算基礎），假定相應國庫議題的價格（該價格表示為其本金金額的百分比）等於該贖回日期的相應國庫價格。

我們將或將要求受託人或付款代理代表我們郵寄（或按照DTC適用程序以其他方式傳遞）一份贖回通知予應當贖回的票據持有人，距離設定贖回日期至少15天且不超過45天。除非我們違約未支付贖回價，在贖回日期後，有關票據或任何部分將停止應計利息。在應有的贖回日期之前，我們將向受託人存入足夠款項，用以支付該贖回日期上被贖回的票據的贖回價，以及（除非贖回日期為付息日期）適用的未支付利息。如果只有任何一個系列的票據中的部分票據要被贖回，則在具名形式的票據中，應通過抽籤方式選擇要贖回的票據。如果具名形式的票據只需部分贖回，則該具名形式有關的贖回通知

S-12

將說明應予贖回的票據本金部分。一份新的定期形式的票據將發行給該票據持有人的名稱，金額等於該票據未予贖回部分，同時將原票據提交取消。只要該票據由DTC（或其他存管機構）持有，票據的贖回應根據DTC的政策和程序進行，可能按比例轉嫁主要基礎進行。受託人不負責計算「彌補」溢價。

我們可以隨時根據價格在公開市場或其他方式購買任何系列的票據。

記賬式票據

我們從可靠來源獲得本節中有關DTC、Clearstream和Euroclear及其記賬系統和程序的信息，但對該信息的準確性不承擔責任。此外，本節對清算系統的描述反映了我們對DTC、Clearstream和Euroclear目前有效規則和程序的理解。這些清算系統可能隨時更改其規則和程序。

票據將以2,000美元的本金金額及超額1,000美元的整數倍金額髮售。我們將以單個或多個永久全額註冊、記賬形式發行每個系列的票據，我們稱之爲「全球票據」。每份全球票據將存放在或代表DTC或其任何繼任者作爲存管機構（「存管機構」）並註冊在Cede & Co.（作爲DTC的提名人）的名稱下。除非全部或部分兌換爲定期形式的票據，否則不能以部分的方式轉讓全球票據，只能由存管機構完整地轉讓給存管機構的提名人。投資者可以選擇通過存管機構（在美國）或通過Clearstream或Euroclear來持有全球票據的權益，如果他們是這些系統的參與者，或間接通過是這些系統的參與者的組織來持有該權益。Clearstream和Euroclear將代表其參與者通過在其各自存管機構帳戶上以Clearstream和Euroclear的名義持有權益，而這些存管機構將通過在DTC名下的存管機構名冊上以存管機構名義持有該權益。

DTC建議，它是根據紐約銀行法組織的一家有限目的信託公司，是紐約銀行法意義上的「銀行機構」，是聯儲局體系的成員，是紐約統一商法下的「結算公司」，是根據1934年修訂的證券交易法第17A條的規定註冊的「結算機構」。 DTC持有其參與者（「DTC參與者」）存放在DTC的證券。 DTC還促進DTC參與者之間的證券交易結算，例如通過DTC參與者的電子計算式簿記帳戶的變更的轉讓和抵押性質的存放證券，從而消除了證券證書的實際移動的需求。

直接DTC參與者（「DTC直接參與者」）包括證券經紀商、銀行、信託公司、結算公司和某些其他組織。同樣也可以訪問DTC的簿記系統，例如通過直接或間接（我們將後者稱爲「DTC間接參與者」）與DTC直接參與者清算或保管關係的銀行、證券經紀商和經銷商。

在DTC的簿記系統下購買該票據必須由DTC直接參與者或通過其購買，在DTC記錄上將爲該票據獲得貸記。將該票據的實際購買者的所有權利益，我們稱之爲「有益所有者」，記錄在DTC參與者的記錄上。有益所有者不會收到DTC關於其購買的書面確認，但有益所有者預計將收到書面確認，其中包含交易詳細信息，以及來自DTC直接或DTC間接參與者的週期性持有報告。僅通過代表有益所有者的DTC參與者的名義，才能實現全球票據所有權益的轉讓。有益所有者不會收到代表其在全球票據中所有權益的證書，除非停止使用票據的簿記系統。

S-13

在註冊的全球票據存入後，DTC將在其記賬、登記和轉移系統中將DTC參與者的帳戶記入相應系列票據的本金或面值，而這些票據受DTC參與者有利擁有。參與票據分發的任何經銷商、承銷商或代理商都將指定要記入的帳戶。在DTC持有的記錄中，註冊全球票據所擁有的有利權益將顯示，並且只能通過DTC維護的記錄進行所有權利益的轉移，再對於DTC參與者的權益，只能通過DTC參與者維護的記錄進行。

爲了便於後續轉讓，DTC直接參與者向DTC存入的所有全球票據將註冊在DTC的合作伙伴提名人Cede & Co.或DTC授權代表要求的其他名義下。將全球票據存入DTC並將其註冊在Cede & Co.或其他提名人名下不會改變有利權益的所有權。DTC不知曉票據的實際受益人；DTC的記錄只反映了將此類票據記入其帳戶的DTC直接參與者的身份，而這些參與者可能或可能不是受益人。DTC參與者將繼續負責代表其客戶持有的股份。

只要DTC或其提名人是註冊全球票據的註冊所有人，無論是DTC或其提名人，都將被視爲根據信託條款在全球票據中所代表的相關係列票據的唯一所有人或持有人。除如下所述外，註冊全球票據有利權益持有人將無權要求將票據記入其名下、並不會收到或有權收到票據以確定形式的實體交付，並且不會被認爲是信託條款下的票據持有人或所有者。因此，擁有全球票據有利權益的每個人必須依賴DTC的程序以及不是DTC參與者的話，則還需依賴擁有其權益的DTC參與者的程序，以行使信託協議下持有人的任何權利。某些司法管轄區的法律可能要求購買者將某些票據以確定形式進行實體交付。因此，將全球票據的有利權益轉讓給此類人可能會受到限制。此外，由於DTC只能代表DTC直接參與者，而又由DTC直接參與者代表DTC間接參與者，因此擁有全球票據有利權益的個人要傳遞或轉讓此類權益給不參與DTC系統的個人或實體，或者採取關於此類權益的行動，可能會受缺乏作爲證明的實體證書導致的影響。

PMI將立即以可用資金形式向Cede & Co. 支付債券上到期的款項。DTC在收到任何本金、溢價、利息或其他分配的基礎證券或其他財產支付後的做法是，立即按照存管記錄上顯示的全球債券份額比例，將該款項劃入DTC參與者的帳戶。由DTC參與者向通過DTC參與者持有全球債券的有益所有者支付款項將受到常規客戶指示和慣例做法的約束，就像目前針對以「街頭名稱」註冊的客戶帳戶持有的證券一樣，這將是這些DTC參與者的責任。向Cede & Co.支付款項是PMI的責任。將這些款項匯給直接參與者是Cede & Co.的責任。將這些款項支付給有益所有者是DTC直接參與者和DTC間接參與者的責任。PMI、受託人或我們的任何其他代理人，或受託人的任何代理人對與全球債券有益所有權利益相關的支付記錄的任何方面，或對於維護、監督或審查與這些有益所有權利益相關的記錄，均不承擔任何責任或義務。

贖回通知將發送給DTC。如果某系列中的債券未全部贖回，則DTC的做法是按照分屬於該系列的每位DTC直接參與者的利益金額來確定贖回金額。DTC可能隨時通過向我們或受託人發出合理通知來終止其作爲有關債券的證券存管機構提供服務。

Clearstream提醒，它是根據盧森堡法律成立的專業存管機構。Clearstream 爲其參與組織（「Clearstream參與者」）持有證券，並通過電子記賬方式在Clearstream參與者帳戶間促進Clearstream參與者之間的證券交易的清算和交割，從而無需進行證書的實物流轉。Clearstream盧森堡向Clearstream參與者提供，除其他

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提供國際交易證券和證券借貸的處置、管理、結算和清算等服務。Clearstream與多個國家的國內市場接口。作爲專業的存託人，Clearstream受盧森堡金融監管委員會（Commission de Surveillance du Secteur Financier）監管。Clearstream參與者是全球認可的金融機構，包括承銷商、證券經紀商和經銷商、銀行、信託公司、結算機構和某些其他組織，可能包括承銷商。間接使用Clearstream的方式也對其他人開放，比如通過或保持與Clearstream參與者的託管關係的銀行、經紀商、經銷商和信託公司，可以直接或間接獲得間接使用權。

有關通過Clearstream持有的全球票據的分配將根據其規則和程序記入Clearstream參與者的現金帳戶，前提是由Clearstream的美國存託人收到。

Euroclear成立於1968年，爲Euroclear的參與者（「Euroclear參與者」）持有證券，並通過同時的電子簿記交付對付交易清算Euroclear參與者之間的交易，從而消除了證券和現金的同時轉移和風險不足造成的證券和現金的物理轉移。Euroclear還包括其他各種服務，包括證券借貸和接口與幾個國家的國內市場。

Euroclear由Euroclear Bank, SA/NV（「Euroclear運營商」）運營。所有業務均由Euroclear運營商進行，所有Euroclear證券結算帳戶和Euroclear現金帳戶均爲Euroclear運營商的帳戶。Euroclear參與者包括銀行（包括央行）、證券經紀商和經銷商以及其他專業金融中介機構，可能包括承銷商。間接使用Euroclear的方式也對通過或保持與Euroclear參與者的託管關係的其他公司開放，可以直接或間接獲得間接使用權。

《Euroclear使用條款和條件及其相關運營程序（以下簡稱「Euroclear條款和條件」）和適用的比利時法律管理Euroclear中的證券清算帳戶和現金帳戶運營商。具體而言，這些條款和條件管理Euroclear內的證券和現金轉移，在Euroclear內的證券和現金提取，以及關於Euroclear內證券支付收款的事宜。Euroclear中的所有證券均以無特定證書歸屬的統一方式持有，不涉及特定證券清算帳戶。Euroclear運營商僅根據條款和條件代表Euroclear參與者行事，並不記錄或與通過Euroclear參與者持有證券的人員有關係。

有關通過Euroclear有利持有的全球票據的分配將根據Euroclear條款和條件記入Euroclear參與者的現金帳戶，以美國Euroclear存託機構接收的範圍內進行。

全球清算及結算程序

票據的初始結算將以立即可用資金進行。託管機構參與者之間的二級市場交易將按照託管機構的規則按照正常方式進行，並將通過DTC的當日資金結算系統以立即可用資金結算。Clearstream參與者和/或Euroclear參與者之間的二級市場交易將按照Clearstream和Euroclear的適用規則和運營程序按正常方式進行，並將使用適用於傳統歐元債券的程序以立即可用資金結算。

直接或間接通過DTC持有的人員與另一方直接或間接通過Clearstream或Euroclear參與者持有的人員之間的跨市場轉移將根據DTC規則由其美國存託人代表相關歐洲國際清算系統進行；然而，此類跨市場交易將要求根據相關歐洲國際清算系統的規則和程序及其規定的截止日期（歐洲時間）向該系統中的交易對手提供指示。若交易符合其結算要求，相關歐洲國際清算系統將提供指示

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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:

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European Union;

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Eastern Europe;

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

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South & Southeast Asia;

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East Asia & Australia;

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Americas;

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

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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:

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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;

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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

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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

•

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:

•

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

•

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:

•

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;

•

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;

•

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:

•

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

•

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;

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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;

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

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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;

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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;

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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;

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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;

•

the redemption price;

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the place or places of payment;

•

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;

•

whether the redemption is pursuant to a sinking fund; and

•

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;

•

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;

•

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;

•

United States federal income tax consequences;

•

the identity of the debt warrant agent; and

•

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:

•

directly to one or more purchasers;

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through agents;

•

through underwriters, brokers or dealers; or

•

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.