Item 5.02.               Departure of Directors or Certain Officers; Election of Directors;
                         Appointment of Certain Officers; Compensatory Arrangements of Certain
                         Officers.

On December 10, 2020, the Board of Directors of Philip Morris International Inc. (the "Company") announced that Louis C. Camilleri, Chairman of the Board, will retire effective immediately for personal reasons. Lucio A. Noto, the Presiding Director, will serve as an interim Chairman until the 2021 Annual Meeting of Shareholders to be held on May 5, 2021 (the "Annual Meeting"). André Calantzopoulos, who is currently serving as the Company's Chief Executive Officer, will become Executive Chairman of the Board effective immediately before the Annual Meeting and will remain an employee of the Company. Jacek Olczak, age 55, who is currently serving as the Company's Chief Operating Officer, will succeed Mr. Calantzopoulos as Chief Executive Officer effective immediately after the Annual Meeting. Mr. Olczak joined the Company in 1993 and worked in finance and general management positions across Europe, including as Managing Director of the Company's markets in Poland and Germany and as President of the European Union Region before his appointment as the Company's CFO in 2012. It is anticipated that Mr. Olczak will be nominated as a member of the Board of Directors for the election at the Annual Meeting.

Mr. Camilleri has served as the Chairman of the Board of the Company since 2008.

In connection with the foregoing change in Mr. Noto's role, his Chairman cash retainer was set at $100,000 for the period of December 10, 2020 through the end of his term. The role of the Presiding Director will remain vacant in light of Mr. Noto's independence.

The compensation of Mr. Calantzopoulos and Mr. Olczak in their new roles will be determined by the Compensation and Leadership Development Committee of the Board of Directors at a later date and promptly announced at that time.

In addition, Mr. Michel Combes was elected to the Board of Directors effective December 10, 2020. The Board of Directors determined that Mr. Combes is independent under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. He was appointed to the Nominating and Corporate Governance, Product Innovation and Regulatory Affairs, and Finance Committees.

Mr. Combes will be compensated for his service on the Company's Board of Directors pursuant to the existing non-employee director compensation programs. These compensation programs are described in detail in the Company's proxy statement dated March 26, 2020 and filed with the Securities and Exchange Commission on such date.

Item 7.01. Regulation FD Disclosure.

On December 10, 2020, the Company issued a press release announcing the organizational changes. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference to this Item 7.01.

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Item 9.01.     Financial Statements and Exhibits.



(d)   Exhibits



99.1                  Philip Morris International Inc. Press Release dated December
                        10    , 20    20 (furnished pursuant to Item 7.01).



104                Cover Page Interactive Data File (the cover page XBRL tags are embedded
                   within the Inline XBRL document and contained in Exhibit 101).

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