Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 2, 2020, Philip Morris International Inc. (the "Company") announced that Emmanuel Babeau, age 53, has been appointed to succeed Martin G. King as Chief Financial Officer, effective May 1, 2020. Mr. King will assume the role of CEO, PMI America, effective May 1, 2020. The change of Mr. King's role is not a result of any disagreement with the Company on any matter. The compensation of Mr. King in his new role will be determined at a later date. Mr. Babeau has served at Schneider Electric SE, a French multinational corporation specializing in energy and automation digital solutions, in various executive capacities since 2009, most recently, as Deputy CEO in charge of Finance and Legal Affairs. Pursuant to his employment agreement, Mr. Babeau's compensation will be as follows:

• Mr. Babeau will be in salary grade 26;

• Mr. Babeau's annual base salary will be CHF 1,200,004 (or $ 1,245,004)1;




•      Mr. Babeau's annual incentive award target will be 125% of his annual base
       salary;

• Mr. Babeau's equity award target will be 275% of his annual base salary;




•      Mr. Babeau will be granted a sign-on equity grant with a fair market value
       of CHF 3,300,000 (or $ 3,423,750)1 consisting of 40% restricted share
       units (RSUs) and 60% performance share units (PSUs); and


•      Mr. Babeau will be granted a sign-on RSU award with a fair market value of
       CHF 5,000,000 (or $ 5,187,500).1



Mr. Babeau will be entitled to severance if his employment is terminated without
Cause (as defined in the agreement). Depending on the timing of such
termination, Mr. Babeau would be entitled to a lump sum cash payment of up to
two times his base salary and his incentive compensation award (which could be
prorated). His RSUs will vest fully and his PSUs will vest on a prorated basis
as scheduled and certified by the Compensation and Leadership Development
Committee of the Board of Directors. Any severance under this agreement is
conditioned on a 24-month non-compete obligation and is subject to the Company's
clawback policy.
Mr. Babeau will be eligible to participate in the same compensation programs as
the Company's named executive officers.
The foregoing summary is qualified in its entirety by reference to the
employment agreement, which is filed as Exhibit 10.1 and incorporated by
reference to this Item 5.02.

Item 7.01. Regulation FD Disclosure.

On March 2, 2020, Philip Morris International Inc. issued a press release announcing 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.

1 Using the average conversion rate on February 28, 2020 of CHF 1.00 = $1.0375.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



           Employment Agreement with Emmanuel Babeau (incorporated by reference
10.1     to Exhibit 5.02)
           Philip Morris International Inc. Press Release, dated March 2, 2020
99.1     (furnished pursuant to Item 7.01)


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

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