<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
/x/ SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
/ / SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-8940
--------------------------
General Foods Employee Thrift-Investment Plan
Three Lakes Drive, Northfield, Illinois 60093
(Full title of the plan)
PHILIP MORRIS COMPANIES INC.
120 Park Avenue
New York, New York 10017
(Name of issuer of the securities held pursuant to the plan
and address of its principal executive office.)
===============================================================================
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page (s)
--------
<S> <C>
Report of Independent Accountants.............................. 3
Financial Statements:
Statements of Financial Condition as of December 31,
1993 and 1992............................................... 4-5
Statements of Income and Changes in Plan Equity for
the years ended December 31, 1993, 1992 and 1991............ 6-8
Notes to Financial Statements................................ 9-21
Signatures..................................................... 22
Schedules:
Schedule I - Investments as of December 31, 1993............. S-1-8
</TABLE>
Other schedules are omitted because the information required
is contained in the financial statements.
Exhibits:
23. Consent of Independent Accountants.
-2-
<PAGE>
REPORT of INDEPENDENT ACCOUNTANTS
To: The Corporate Employee Plans Investment
Committee of Philip Morris Companies Inc.,
the Corporate Employee Benefit Committee of
Philip Morris Companies Inc., the Management
Committee for Employee Benefits of Kraft General
Foods, Inc., the Administrative Committee
and all Participants as a group (but not individually)
of the General Foods Employee Thrift-Investment Plan:
We have audited the accompanying statements of financial condition of the
General Foods Employee Thrift-Investment Plan (the "Plan") as of December 31,
1993 and 1992, and the related statements of income and changes in plan equity
for each of the three years in the period ended December 31, 1993 and the
schedule of investments as of December 31, 1993. These financial statements and
the financial statement schedule are the responsibility of the fiduciaries of
the Plan appointed by Philip Morris Companies Inc. or Kraft General Foods, Inc.
(or their delegates). Our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of December 31,
1993 and 1992, and the income and changes in plan equity for each of the three
years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
COOPERS & LYBRAND
Chicago, Illinois
March 16, 1994
-3-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT of FINANCIAL CONDITION
as of December 31, 1993
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- -------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS:
Allocated share of
Trust net assets $2,790 $12,639 $1,281 $87,349 $104,059
Employer contributions
receivable 2 3 2 577 584
Employee contributions
receivable 3 11 1 61 76
Interfund receivables
(payables) 15 11 85 (111) -
------ ------- ------ ------- --------
Total assets 2,810 12,664 1,369 87,876 104,719
------ ------- ------ ------- --------
LIABILITIES:
Distributions and
withdrawals payable 16 468 9 1,539 2,032
------ ------- ------ ------ --------
Total liabilities 16 468 9 1,539 2,032
------ ------- ------ ------- --------
Plan equity $2,794 $12,196 $1,360 $86,337 $102,687
====== ======= ====== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT of FINANCIAL CONDITION
as of December 31, 1992
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- -------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C>
ASSETS:
GF Trust net assets $2,405 $13,466 $1,041 $123,310 $140,222
Employer contributions
receivable (3) (3)
Employee contributions
receivable (1) 1 -
Interfund receivables
(payables) (2) 13 (11) -
------ ------- ------ -------- --------
Total assets 2,402 13,479 1,041 123,297 140,219
------ ------- ------ -------- --------
LIABILITIES:
Distributions and
withdrawals payable 18 347 9 1,912 2,286
------ ------- ------ -------- --------
Total liabilities 18 347 9 1,912 2,286
------ ------- ------ -------- --------
Plan equity $2,384 $13,132 $1,032 $121,385 $137,933
====== ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
(in thousands of dollars)
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- -------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 9 $ 17 $ 13 $ 3,344 $ 3,383
Employee contributions 213 696 159 5,248 6,316
Allocated share of Trust
investment activities:
Interest income 972 55 34 1,061
Dividend income 3,961 3,961
Net (depreciation)
appreciation in
fair value of investments 249 (1) (32,752) (32,504)
------ ------- ------ -------- --------
249 972 54 (28,757) (27,482)
------ ------- ------ -------- --------
Total (deductions)
additions 471 1,685 226 (20,165) (17,783)
------ ------- ------ -------- --------
DEDUCTIONS:
Distributions and
withdrawals (273) (2,672) (195) (15,184) (18,324)
General and administrative
expenses (1) (1) (2)
------ ------- ------ -------- --------
Total deductions (273) (2,673) (196) (15,184) (18,326)
------ ------- ------ -------- --------
Net transfers among funds 212 (802) 297 293 -
Transfers from predecessor
trusts 854 9 863
Participants' loan repayments 1 (1) -
------ ------- ------ -------- --------
Net (deductions)
additions 410 (936) 328 (35,048) (35,246)
PLAN EQUITY:
Beginning of year 2,384 13,132 1,032 121,385 137,933
------ ------- ------ -------- --------
End of year $2,794 $12,196 $1,360 $ 86,337 $102,687
====== ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1992
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- -------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 2,844 $ 2,844
Employee contributions $ 153 $ 734 $ 97 5,383 6,367
GF Trust investment
activities:
Interest income 3 1,016 111 31 1,161
Dividend income 3,743 3,743
Net (depreciation)
appreciation in
fair value of
investments 171 (53) (5,594) (5,476)
------ ------- ------ -------- --------
174 1,016 58 (1,820) (572)
------ ------- ------ -------- --------
Total additions 327 1,750 155 6,407 8,639
------ ------- ------ -------- --------
DEDUCTIONS:
Distributions and
withdrawals (308) (2,589) (199) (22,826) (25,922)
General and administrative
expenses (1) (7) (1) (9)
------ ------- ------ -------- --------
Total deductions (309) (2,596) (200) (22,826) (25,931)
------ ------- ------ -------- --------
Net transfers among funds (63) (812) (17) 892 -
------ ------- ------ -------- --------
Net deductions (45) (1,658) (62) (15,527) (17,292)
PLAN EQUITY:
Beginning of year 2,429 14,790 1,094 136,912 155,225
------ ------- ------ -------- --------
End of year $2,384 $13,132 $1,032 $121,385 $137,933
====== ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1991
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 1,957 $ 1,957
Employee contributions $ 170 $ 989 $ 113 5,159 6,431
Allocated share of
GF Trust investment
activities:
Interest income 5 1,324 25 62 1,416
Dividend income 3,249 3,249
Net appreciation in
fair value of
investments 577 57 41,762 42,396
------ ------- ------ -------- --------
582 1,324 82 45,073 47,061
------ ------- ------ -------- --------
Total additions 752 2,313 195 52,189 55,449
------ ------- ------ -------- --------
DEDUCTIONS:
Distributions and
withdrawals (351) (2,435) (158) (10,811) (13,755)
General and administrative
expenses (3) (21) (2) (26)
------ ------- ------ -------- --------
Total deductions (354) (2,456) (160) (10,811) (13,781)
------ ------- ------ -------- --------
Net transfers among funds (258) (956) 231 983 -
Transfers from predecessor
trusts 65 (10) (1) 5,476 5,530
------ ------- ------ -------- --------
Net additions
(deductions) 205 (1,109) 265 47,837 47,198
PLAN EQUITY:
Beginning of year 2,224 15,899 829 89,075 108,027
------ ------- ------ -------- --------
End of year $2,429 $14,790 $1,094 $136,912 $155,225
====== ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. General Description of the Plan:
The General Foods Employee Thrift-Investment Plan (formerly known as the
General Foods Corporation Employee Thrift-Investment Plan and hereinafter
referred to as the "Plan") is a defined contribution plan designed to
encourage employees to save for retirement by providing eligible employees
with an opportunity to invest a portion of their compensation and to share in
the profits of the General Foods USA operating unit of Kraft General Foods,
Inc. ("KGF") by making such contribution. KGF is a subsidiary of Philip
Morris Companies Inc. (the "Company").
Hourly and certain salaried employees of KGF and certain of its domestic
subsidiaries (the "KGF Companies") who are represented by designated
collective bargaining units are eligible to participate in the Plan, provided
they meet eligibility requirements. The benefits offered under the Plan may
vary, depending upon the job location of the employee and the collective
bargaining unit of which he or she is a member. After completing one year of
service, eligible employees generally may make before-tax and/or after-tax
contributions. Matching contributions by KGF from its General Foods USA
operating unit profits (the "KGF Matching Contributions") are contributed to
the Plan in accordance with the formula described in Note 3. The provisions
of the Plan are detailed in the official Plan document which legally governs
the operation of the Plan.
The administration of the Plan has generally been delegated to the Management
Committee for Employee Benefits of KGF (the "Committee") comprised of
employees of KGF. The Committee has appointed the Administrative Committee to
handle certain Plan administration matters. The Corporate Employee Plans
Investment Committee of Philip Morris Companies Inc. (the "Investment
Committee") (the Committee, the Administrative Committee and the Investment
Committee, collectively the "Fiduciaries") is responsible for the selection
of the investment options in which participants invest their assets in the
Plan and monitors the performance of these investment options.
Prior to December 31, 1991, the Plan's assets were co-invested with the
assets of the General Foods Corporation Employee Thrift-Investment Plan for
Salaried Employees (the "GF Salaried Plan") in a commingled investment fund
known as the General Foods Thrift-Investment Trust (the "GF Trust") (see Note
6). As of January 1, 1992, the GF Trust was comprised solely of assets of the
Plan.
Effective January 1, 1993, the Plan's assets were co-invested with the assets
of the Kraft General Foods Thrift Plan (the "KGF Thrift Plan") and other
plans sponsored by KGF in a commingled investment fund known as the Kraft
General Foods Master Defined Contribution Trust (the "Trust") for which
Bankers Trust Company (the "Trustee") serves as the trustee.
-9-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants have the option of investing their Plan Accounts (see Note 4) in
25% increments in the four funds listed below. Except for participants
employed at the Naperville, Illinois facility of KGF (a "Naperville
Participant"), KGF Matching Contributions are initially invested in the
Philip Morris Stock Fund but may be allocated and invested in the same manner
as participant contributions in the month following the month in which the
KGF Matching Contributions are made.
DIVERSIFIED EQUITY INDEX FUND (also referred to as the EQUITY FUND) -
This fund is invested primarily in an index fund of stocks on a weighted
average basis in approximately the same proportion as the Standard &
Poor's Composite Index of 500 Stocks ("S&P 500").
INTEREST INCOME FUND - This fund consists primarily of investment
contracts entered into by the Trustee with financial institutions, each
of which agrees to repay in full the amounts invested with the
institution, plus interest. Beginning January 1, 1993, the assets of the
Interest Income Fund have also been invested in pools of mortgage-backed
and asset-backed securities, corporate bonds, and obligations of the
United States government and its agencies. As an integral part of the
purchase of each pool of these investments for the Interest Income Fund,
a financial institution agrees to protect the pool to the extent its
market value fluctuates, but not in the event of a default of any
security in the pool.
U.S. GOVERNMENT SECURITIES FUND (also referred to as the GOVERNMENT
SECURITIES FUND) - This fund includes primarily direct obligations of the
U.S. Government or its agencies, obligations guaranteed by the U.S.
Government or its agencies, and fully insured bank deposits.
PHILIP MORRIS STOCK FUND - This fund is invested in the common stock, $1
par value, of Philip Morris Companies Inc. (the "Company") (the "Common
Stock") and short-term temporary investments.
None of the foregoing funds guarantees a return to the participant.
Participants may change their options once a month, except that amounts may
not be directly transferred between the Interest Income Fund and the U.S.
Government Securities Fund.
Each participant may vote all the shares of Common Stock held in his or her
Accounts and invested in the Philip Morris Stock Fund. The Trustee will vote
full and fractional shares of the Common Stock in accordance with each
individual participant's instruction. The Trustee votes those shares of
Common Stock for which no or inadequate voting instructions have been
received in the same proportions as the shares for which instructions have
been received.
-10-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
At December 31, 1993 and 1992, there were 4,418 and 4,530 participants,
respectively, some of whom elected to invest in more than one fund. Set forth
below is the number of participants investing in each fund.
<TABLE>
<CAPTION>
December 31,
------------
1993 1992
----- -----
<S> <C> <C>
Diversified Equity Index Fund 593 483
Interest Income Fund 1,524 1,503
U.S. Government Securities Fund 462 363
Philip Morris Stock Fund 4,367 4,515
</TABLE>
Each participant is at all times fully vested in the balance of his or her
After-Tax Contributions Account, Before-Tax Contributions Account, and in the
balance of his or her KGF Matching Account attributable to amounts contributed
before January 1, 1986 or transferred from the General Foods Employee Stock
Ownership Plan ("ESOP") (see Note 4), and, in the case of a Naperville
Participant, in the balance of the employer contribution-derived account
transferred from the predecessor plan (see Note 9). A participant shall be fully
vested in the balance in his or her KGF Matching Account upon attainment of age
55, retirement, permanent and total disability, or death. A participant who is
employed by the Company or any subsidiary at other than the Naperville, Illinois
facility of KGF shall become vested in his or her KGF Matching Account based on
the number of years of vesting service determined in accordance with the
following schedule:
<TABLE>
<CAPTION>
Vested
Years of Service Percentage
----------------- ----------
<S> <C>
Less than 3 0 %
3 but less than 4 50 %
4 but less than 5 75 %
5 or more 100 %
</TABLE>
A Naperville Participant shall be fully vested in the entire balance in his
or her KGF Matching Account after two years of participation in the Plan (and
the predecessor plan) or the completion of five years of service.
Forfeitures:
KGF Matching Contributions forfeited by terminated participants are used to
reduce future KGF Matching Contributions to the Plan.
-11-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
2. Summary of Significant Accounting Policies:
Valuation of Trust Investments:
Investments in common trust funds of the General Employee Benefit Common
Trust of Bankers Trust Company ("GEBT") are valued on the basis of the
relative interest of each participating investor (including each
participant) in the fair value of the underlying assets of each of the
respective GEBT common trust funds. Investment contracts and the pools of
mortgage-backed and asset-backed securities and other investments in the
Interest Income Fund are recorded at their contract values, which
represent contributions and reinvested income, less any withdrawals plus
accrued interest.
Securities listed on an exchange are valued at the closing price on the
last business day of the year; listed securities for which no sale was
reported on that date are recorded at the last reported bid price.
Securities that are not listed on an exchange are generally traded in
active markets and valued by the Trustee from quoted market prices.
Short-term temporary investments are generally carried at cost, which
approximates fair value.
Investment Transactions and Investment Income of the Trust:
Investment transactions are accounted for on the dates purchases or sales
are executed. Realized gains and losses are computed on the basis of
average cost of investments sold. Dividend income is recorded on the ex-
dividend date; interest income is recorded as earned on an accrual basis.
In accordance with the policy of stating investments at fair value, the
net appreciation (depreciation) in the fair value of investments reflects
both realized gains or losses and the change in the unrealized
appreciation of investments held at year-end (See Note 7).
-12-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
3. Contributions:
No contribution is required from any eligible employee under the Plan.
Eligible employees (other than Naperville Participants) may elect to
contribute from 1% to 10% of his or her compensation, but contributions from
base compensation over $15,000 may not exceed 6%. Naperville Participants
may elect to contribute from 1% to 16% of his or her compensation, but only
contributions not in excess of 6% of compensation are eligible for KGF
Matching Contributions described below. Contributions by participants
employed at certain General Foods USA operating unit locations may be made on
a before-tax basis, an after-tax basis, or in a combination of the two, while
contributions by participants employed at other General Foods USA operating
unit locations may be made only on an after-tax basis. The percentage of
compensation available for both before-tax and after-tax contributions varies
from year-to-year in order that the aggregate contributions actually made by
participants do not cause the Plan to violate limitations on such
contributions set forth in the Internal Revenue Code of 1986, as amended (the
"Code"). The Code also imposes a dollar limitation on the amount of before-
tax contributions for a calendar year. For 1993, a participant's before-tax
contributions were limited to $8,994; for 1994, each participant's before-tax
contributions will be limited to $9,240.
Each year KGF Matching Contributions are based on the amount of each
participant's contributions to the Plan, subject to certain limitations under
the Code. KGF Matching Contributions on behalf of Naperville Participants
equal 25% of each Naperville Participant's contributions not in excess of 6%
of compensation.
For Plan years beginning on and after 1992, the KGF Matching Contributions
percentage is the greater of (i) 75% of the matching contribution rate under
the KGF Thrift Plan or (ii) from 30% to 65% of a participant's contributions,
depending on the annual percent change in earnings shown in the table below.
The KGF Matching Contributions percentage to the Plan for a Plan year cannot
exceed the percentage contributed by KGF to the KGF Thrift Plan for the same
year. The average annual percent change in earnings is the percent change in
earnings, before income taxes, goodwill amortization, interest and Company
assessments of the General Foods USA operating unit of KGF, over the five-
year period immediately preceding the Plan year for which the KGF Matching
Contributions are to be made.
The KGF Matching Contribution
If Annual Percent as a Percentage of
Change in Earnings Is Participant Contributions Is
--------------------- -----------------------------
+ 5% (or less) 30%
6-8% 35%
9-11% 40%
12-14% 45%
15-17% 50%
18-20% 55%
21-23% 60%
24% (or more) 65%
-13-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Currently, the KGF Matching Contributions percentage for the following Plan
year is announced before the end of the preceding year. Prior to 1992, the
KGF Matching Contributions percentage ranged from a minimum of 30% to a
maximum of 100% of each participant's before-tax and after-tax
contributions. The KGF Matching Contributions percentage was 55%, 45% and
30% in 1993, 1992 and 1991, respectively.
Participants' contributions are recorded in the period in which they are
withheld by the KGF Companies. KGF Matching Contributions for the year are
accrued by the Plan based upon the amount to be funded each year in
accordance with the Plan's formula noted above.
KGF Matching Contributions are discretionary. While KGF has not expressed
any intent to discontinue making KGF Matching Contributions, it is free to
do so at any time. KGF Matching Contributions and participant contributions
are subject to specified limitations as described in the Code and the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Plan provides, in the event of a Change of Control (as defined in the
Plan) of the Company, for the preservation of the KGF Matching
Contributions for all participants except Naperville Participants for the
year in which the Change of Control occurs and for two years thereafter.
4. Valuation of Participant Accounts:
The Trustee maintains Accounts for each participant to reflect the source
and the participant's share of the funds invested in the Trust:
<TABLE>
<CAPTION>
Account Source
------- ------
<S> <C>
KGF Matching Account KGF Matching Contributions and amounts
transferred from the ESOP and other
predecessor plans
Before-Tax Contributions Account Before-Tax Contributions
After-Tax Contributions Account After-Tax Contributions
</TABLE>
At the end of each month, the Trustee determines the current fair value of
each fund in the Trust. The fair value of each participant's share in the
Trust is determined with respect to their KGF Matching Account, Before-Tax
Contributions Account and After-Tax Contributions Account, on the basis of
their proportionate share in each fund.
-14-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
5. Withdrawals and Distributions:
Participants may make withdrawals against their KGF Matching, Before-Tax
Contributions and After-Tax Contributions Accounts under limited
circumstances in accordance with the provisions outlined in the Plan.
Upon termination of employment, including retirement, a participant has
several options available, as described in the Plan, with respect to the
distribution of his or her Accounts. Normally, distributions are made one
month after such termination.
In the event the Plan is terminated, distributions will be made in accordance
with the current value of participants' Accounts under the direction of the
Committee and in accordance with the Code.
6. Investments Held by the Trust and the GF Trust:
Effective December 31, 1991, the account balances of certain participants in
the GF Salaried Plan were transferred to the Plan. The account balances of
the remaining participants in the GF Salaried Plan were transferred to the
KGF Thrift Plan. For the year ended December 31, 1992, the assets of the Plan
were held by the GF Trust, and were not co-invested with the assets of any
other plan. Accordingly, the financial position and changes in net assets of
the GF Trust as of and for the year ended December 31, 1992, are presented in
the Plan's financial statements and have not been presented in this Note.
Effective January 1, 1993, the Plan's assets were transferred to the Trust
and co-invested with the assets of the KGF Thrift Plan and other plans
sponsored by KGF.
The Plan's allocated share of the Trust's and GF Trust's net assets and
investment activities is based upon the total of each individual
participant's share of the Trust and GF Trust. The Plan's allocated share of
the Trust and GF Trust and its allocated share of the net assets of each
fund in the Trust and the GF Trust at December 31, 1993 and 1992,
respectively, was:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Trust 6% 100%
Diversified Equity Index Fund 2% 100%
Interest Income Fund 2% 100%
Government Securities Fund - -
U.S. Government Securities Fund 100% 100%
Philip Morris Stock Fund 12% 100%
Participants' Loan Account - -
Freihofer Equitable Capital Management Fund - -
</TABLE>
-15-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
The Plan's allocated share of the Trust's investment activities for the year
ended December 31, 1993 was 17%.
The Plan's allocated share of the GF Trust's investment activities for the
years ended December 31, 1992 and 1991 was 100% and 86.5%, respectively.
Prior to January 1, 1994, all expenses incurred in administering the Plan are
borne by KGF, with the exception of brokerage commissions, investment
management fees and transfer taxes, which are paid by the Trust. Expenses
paid by KGF are not reflected in the financial statements of the Plan.
Effective January 1, 1994, most expenses incurred in administering the Plan
and paid to third parties will be borne by the Trust.
Investments that represented five percent or more of total Trust assets as of
December 31, 1993 were:
<TABLE>
<CAPTION>
1993
--------
<S> <C>
Philip Morris Stock Fund
Common Stock $724,969
GEBT Equity Index Fund $180,299
Interest Income Fund
Mass Mutual $98,459
Prudential $92,181
</TABLE>
Investments that represented five percent or more of total GF Trust assets as
of December 31, 1992 were:
<TABLE>
<CAPTION>
1992
--------
<S> <C>
Philip Morris Stock Fund
Common Stock $121,876
</TABLE>
The GEBT Equity Index Fund currently includes Common Stock.
-16-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
At December 31, 1993 the financial position of the Trust was:
<TABLE>
<CAPTION>
1993
----------
<S> <C>
Assets:
Investments at fair value:
Diversified Equity Index Fund:
GEBT Equity Index Fund
(cost $120,304) $ 180,299
Short-term temporary investments
(cost approximates fair value) 1,038
Philip Morris Stock Fund:
Common stock
(cost $504,354) 724,969
Short-term temporary investments
(cost approximates fair value) 6,360
Interest Income Fund:
Investment contracts
(cost approximates fair value) 699,018
Short-term temporary investments
(cost approximates fair value) 44,426
Government Securities Fund:
Government securities
(cost $7,511) 7,513
Short-term temporary investments
(cost approximates fair value) 3,859
U.S. Government Securities Fund:
Government securities
(cost $891) 886
Short-term temporary investments
(cost approximates fair value) 384
Freihofer Equitable Capital
Management Fund:
Equitable Capital Management
Corporation Combined
Equity Account (cost $5,433) 13,175
Short-term temporary investments
(cost approximates fair value) 38
Participants' Loan Account:
Loans to Participants 36,401
----------
Total investments 1,718,366
Receivables:
Interest income 204
Dividend income 8,486
----------
Net assets $1,727,056
==========
</TABLE>
-17-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars, except per unit data)
(continued)
The changes in the Trust net assets for the year ended December 31, 1993 were:
<TABLE>
<CAPTION>
1993
----------
<S> <C>
Receipts from constituent plans:
Employer contributions $ 37,538
Employee contributions 114,541
Transfers from predecessor trusts 140,700
Investment activities:
Interest 54,578
Dividends 33,575
Interest on participant loans 2,639
----------
90,792
Net depreciation in fair value
of investments (255,146)
----------
Net investment activities (164,354)
Deductions:
Distributions and withdrawals (120,175)
General and administrative
expenses (234)
----------
Increase in
Trust net assets 8,016
Net assets:
Beginning of year 1,719,040
----------
End of year $1,727,056
==========
</TABLE>
The transfers from predecessor trusts for the year ended December 31, 1993,
includes the transfer of assets to the Trust of the Plan in the amount of
$137,904.
The number of employee participation units and the net asset value per unit
for the GF Trust funds at December 31, 1992 were:
<TABLE>
<CAPTION>
Diversified U.S.
Equity Interest Government
Index Income Securities Philip Morris
Fund Fund Fund Stock Fund Total
----------- -------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C>
1992:
Net assets $2,405 $13,466 $1,041 $123,310 $140,222
Number of
participation units 155 3,542 114 13,075
Net asset value per
unit $15.516 $3.802 $9.132 $9.431
</TABLE>
-18-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
The changes in the GF Trust net assets for the year ended December 31, 1991
were:
<TABLE>
<CAPTION>
1991
---------
<S> <C>
Receipts from constituent plans:
Employer contributions $ 1,973
Employee contributions 6,472
Investment activities:
Interest 1,432
Dividends 3,285
Net appreciation in fair value
of investments 49,702
--------
Net investment activities 54,419
Deductions:
Distributions and withdrawals (28,307)
General and administrative
expenses (26)
Transfers to successor trust (435,304)
--------
(Decrease) in
Trust net assets (400,773)
Net assets:
Beginning of year 559,461
--------
End of year $158,688
========
</TABLE>
-19-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
7. Net (Depreciation) Appreciation in Fair Value of Trust and GF Trust
Investments:
The realized gains and losses on disposals and changes in unrealized
appreciation and depreciation of investments in the Trust for the year ended
December 31, 1993, and in the GF Trust for the years ended December 31, 1992
and 1991 were:
<TABLE>
<CAPTION>
Freihofer
Diversified U.S. Equitable
Equity Government Government Capital
Index Securities Securities Philip Morris Management
Fund Fund Fund Stock Fund Fund Total
----------- ---------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1993
- ----
Realized gains:
Proceeds $ 7,181 $55,646 $2,341 $ 35,029 $1,587 $101,784
Cost 4,761 55,578 2,330 23,702 837 87,208
------- ------- ------ -------- ------ --------
Net realized gains 2,420 68 11 11,327 750 14,576
------- ------- ------ -------- ------ --------
Unrealized (depreciation)
appreciation:
Beginning of year 45,286 68 421,453 6,410 473,217
Transfer from GF Plans 1,557 7 83,290 84,854
End of year 59,995 1 (5) 220,615 7,743 288,349
------- ------- ------ -------- ------ --------
(Decrease) increase 13,152 (67) (12) (284,128) 1,333 (269,722)
------- ------- ------ -------- ------ --------
Net (depreciation)
appreciation in fair
value of investments $15,572 $ 1 ($ 1) ($272,801) $2,083 ($255,146)
======= ======= ====== ======== ====== ========
1992
- ----
Realized gains:
Proceeds $ 296 $2,207 $ 17,245 $ 19,748
Cost 107 2,191 5,714 8,012
------- ------ -------- --------
Net realized gains 189 16 11,531 11,736
------- ------ -------- --------
Unrealized appreciation:
Beginning of year 1,574 76 101,613 103,263
Transfer to KGF Thrift
Plan (246) (246)
End of year 1,556 7 84,242 85,805
------- ------ -------- --------
(Decrease) (18) (69) (17,125) (17,212)
------- ------ -------- --------
Net (depreciation)
appreciation in fair
value of investments $ 171 ($ 53) ($ 5,594) ($ 5,476)
======= ====== ======== ========
</TABLE>
-20-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(concluded)
<TABLE>
<CAPTION>
Diversified U.S.
Equity Government
Index Securities Philip Morris
Fund Fund Stock Fund Total
----------- ---------- ------------- ---------
<S> <C> <C> <C> <C>
1991
----
Realized gains:
Proceeds $ 984 $7,584 $ 13,185 $ 21,753
Cost 407 7,550 5,005 12,962
------- ------ -------- --------
Net realized gains 577 34 8,180 8,791
------- ------ -------- --------
Unrealized appreciation:
Beginning of year 14,316 54 262,655 277,025
Transfer to GF
Salaried Plans (12,810) (201,864) (214,674)
End of year 1,574 76 101,612 103,262
------- ------ -------- --------
Increase 68 22 40,821 40,911
------- ------ -------- --------
Net appreciation
in fair value of
investments $ 645 $ 56 $ 49,001 $ 49,702
======= ====== ======== ========
</TABLE>
8. Tax Status:
The U.S. Treasury Department has determined that the Plan, as amended and in
effect as of May 12, 1987, constitutes a qualified plan under Section 401(a)
of the Code and the related Trust is, therefore, exempt from Federal income
taxes under the provisions of Section 501(a) of the Code. The Plan has been
amended several times since that date. These amendments have been drafted to
comply with the provisions of the Code applicable to qualified plans. The
Fiduciaries believe that the Plan, as so amended, continues to comply with
the applicable provisions of the Code and that the Plan continues to be
administered in accordance with the applicable provisions of the Code.
9. Transferred Plan Participants and Net Assets:
Effective January 4, 1993, the account balances of those participants in
Nabisco Brands Employee Savings Plan, located in Naperville, Illinois
totaling approximately $.8 million were transferred to the Plan.
Effective December 31, 1991, the account balances of those participants in
the GF Salaried Plan located at KGF's facility in Pompton Plains, New Jersey
totaling approximately $.3 million were transferred to the Plan. The Plan
has reflected this transfer in its 1991 financial statements.
-21-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Management Committee for Employee Benefits of Kraft General Foods, Inc., having
administrative responsibility of the Plan, has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
GENERAL FOODS EMPLOYEE
THRIFT-INVESTMENT PLAN
(Name of Plan)
By /s/ DANIEL M. DRESSEL
--------------------------------------
Daniel M. Dressel, Chairman,
Management Committee for Employee
Benefits of Kraft General Foods, Inc.
Date: April 12, 1994
-22-
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- ------------ ------------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
PHILIP MORRIS STOCK FUND -- 42.6%
Common Stock -- 42.2%
Tobacco -- 42.2%
Philip Morris Companies Inc. 13,033,151 $504,354,374 $724,969,024
Short-Term Investments -- 0.4%
GEBT Pyramid Directed
Account Cash Fund 6,359,621 6,359,621 6,359,621
------------ ------------
Total Philip Morris Stock Fund 510,713,995 731,328,645
------------ ------------
EQUITY FUND -- 10.5%
GEBT Equity Index Fund -- 10.4% 182,369 120,304,060 180,299,108
Short-Term Investments -- 0.1%
GEBT Short-Term Investment Fund 1,038,185 1,038,185 1,038,185
------------ ------------
Total Equity Fund 121,342,245 181,337,293
------------ ------------
INTEREST INCOME FUND -- 43.3%
Investment Contracts -- 40.7%
Participation Contracts with Institutions -- 32.9%
Aetna Life Ins. Co.
#LT 6833 8.58%
matures 1/1/94 2,697,661 2,697,661 2,697,661
Great West Life
#K17041 9.60%
matures 1/6/94 7,895,295 7,895,295 7,895,295
Confederation Life
#K61703 9.96%
matures 3/6/94 7,903,155 7,903,155 7,903,155
</TABLE>
S-1
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- ----------- -----------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- ----------- -----------
<S> <C> <C> <C>
Participation Contracts with Institutions (continued)
Great West Life
#K17081 9.96%
matures 3/7/94 7,901,099 $ 7,901,099 $ 7,901,099
CNA Insurance
#12641F 7.89%
matures 3/31/94 3,622,599 3,622,599 3,622,599
Mass Mutual
#K5807 9.41%
matures 7/3/94 14,021,705 14,021,705 14,021,705
CNA Ins. Co.
GP# 12292 9.50%
matures 9/30/94 1,474,650 1,474,650 1,474,650
New England Mutual Life
#GA 4832 9.00%
matures 5/15/95 27,758,722 27,758,722 27,758,722
Crown Life
#9004573 9.78%
matures 6/1/95 2,946,991 2,946,991 2,946,991
Crown Life Ins. Co.
#9001730 9.78%
matures 6/1/95 460,251 460,251 460,251
Connecticut Mutual Life Ins. Co.
#70267 9.37%
matures 7/3/95 3,121,827 3,121,827 3,121,827
Great West Life
#K17020 9.50%
matures 10/3/95 8,047,318 8,047,318 8,047,318
Hartford Life Ins.
#GA-5245 8.97%
matures 10/31/95 7,180,276 7,180,276 7,180,276
Hartford Life Ins.
#GA 5246 8.80%
matures 10/31/95 4,467,999 4,467,999 4,467,999
Confederation Life Ins.
#62381 8.61%
matures 11/30/95 10,072,673 10,072,673 10,072,673
Confederation Life Ins.
#62325 9.33%
matures 1/2/96 21,849,975 21,849,975 21,849,975
</TABLE>
S-2
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- ---------------- ----------- -----------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue Of Shares/Units Investments Fair Value
- --------------------------------- ---------------- ----------- -----------
<S> <C> <C> <C>
Participation Contracts with Institutions (continued)
Prudential
#K6160 9.40%
matures 2/3/96 35,238,962 $35,238,962 $35,238,962
Commonwealth Life Ins.
#00326 FR 9.26%
matures 4/1/96 10,689,998 10,689,998 10,689,998
Canada Life Ins. Co.
#45492 8.50%
matures 6/1/96 21,244,098 21,244,098 21,244,098
Mass Mutual
PGIC #10404 6.23%
matures 7/20/96 27,272,841 27,272,841 27,272,841
Prudential
GA 7269 6.60%
matures 8/15/96 56,941,797 56,941,797 56,941,797
Mass Mutual
#K5897 10.10%
matures 9/8/96 47,773,681 47,773,681 47,773,681
New York Life
#GA 20013 5.83%
matures 9/30/96 26,755,804 26,755,804 26,755,804
John Hancock
GAC# 6436 8.03%
matures 11/30/96 27,085,545 27,085,545 27,085,545
New York Life Ins. Co.
#06204 8.55%
matures 12/1/96 19,519,942 19,519,942 19,519,942
Connecticut General Ins.
GA-7771 7.15%
matures 1/1/97 40,861,932 40,861,932 40,861,932
Hartford Life Ins. Co.
#9108 8.74%
matures 5/1/97 25,182,145 25,182,145 25,182,145
Provident Mutual
#8159001 8.55%
matures 3/1/98 785,028 785,028 785,028
Mass Mutual
GAC 10223 8.36%
matures 4/30/98 9,390,552 9,390,552 9,390,552
</TABLE>
S-3
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- ------------ ------------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue Of Shares/Units Investments Fair Value
- --------------------------------- --------------- ------------ ------------
<S> <C> <C> <C>
Participation Contracts with Institutions
(continued)
Aetna Life Ins. Co.
#68331991 8.75%
matures 5/1/98 25,399,690 $ 25,399,690 $ 25,399,690
Connecticut General Life Ins.
#25119 8.81%
matures 8/1/98 21,756,547 21,756,547 21,756,547
Aetna Life Ins. Co.
MV 6008 4.73%
matures 12/31/98 1,939,265 1,939,265 1,939,265
Allstate Life Insurance Company
#5428 6.15%
matures 4/30/99 36,555,296 36,555,296 36,555,296
------------ ------------
TOTAL CONTRACTS 565,815,319 565,815,319
------------ ------------
FINANCIAL INSTITUTION POOLS -- 7.8%
National Westminster Bank
#SAM 0104A 5.80%
GEBT Short-Term Investment Fund 34,250 34,250 34,250
Federal Home Loan Mtg. Corporation
matures 6/15/99 6.00% 4,104,750 4,112,522 4,112,522
Federal National Mortgage Association
matures 6/25/2005 6.25% 2,189,200 2,217,328 2,217,328
Federal Home Loan Mtg. Corporation
matures 8/15/2005 6.25% 1,094,600 1,122,163 1,122,163
Federal National Mortgage Association
matures 8/25/2005 6.00% 478,888 478,733 478,733
Federal National Mortgage Association
matures 8/25/2005 6.00% 3,393,260 3,397,522 3,397,522
Federal National Mortgage Association
matures 11/25/2005 7.00% 6,020,300 6,254,335 6,254,335
Federal Home Loan Mtg. Corporation
matures 3/15/2007 6.75% 1,641,900 1,704,701 1,704,701
Federal Home Loan Mtg. Corporation
matures 5/15/2007 6.25% 2,654,405 2,671,726 2,671,726
Federal Home Loan Mtg. Corporation
matures 4/15/2008 6.50% 684,125 691,114 691,114
Federal Home Loan Mtg. Corporation
matures 8/15/2008 6.50% 3,428,292 3,480,658 3,480,658
</TABLE>
S-4
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- ----------- -----------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- ----------- -----------
<S> <C> <C> <C>
Financial Institution Pools (continued)
Federal Home Loan Mtg. Corporation
matures 4/15/2011 5.00% 2,189,200 $ 2,202,101 $ 2,202,101
Federal National Mortgage Association
matures 8/25/2012 5.60% 1,464,028 1,477,414 1,477,414
Federal National Mortgage Association
matures 8/25/2013 6.70% 3,831,100 3,863,638 3,863,638
Federal National Mortgage Association
matures 9/25/2015 6.00% 2,189,200 2,243,865 2,243,865
Federal Home Loan Mtg. Corporation
matures 12/15/2015 6.50% 2,654,405 2,731,043 2,731,043
Federal National Mortgage Association
matures 6/25/2016 5.70% 4,050,020 4,107,882 4,107,882
Federal National Mortgage Association
matures 7/25/2016 5.65% 2,172,781 2,196,170 2,196,170
Federal National Mortgage Association
matures 6/15/2018 7.00% 290,069 305,812 305,812
Federal National Mortgage Association
matures 1/25/2020 7.00% 3,831,100 3,992,977 3,992,977
Federal Home Loan Mtg. Corporation
matures 5/15/2021 6.50% 711,490 696,488 696,488
----------- ----------
Total National Westminster Bank Contract 49,982,442 49,982,442
----------- ----------
Provident Life & Accident
#630-05581 5.50%
GEBT Short-Term Investment Fund 456,827 456,827 456,827
Federal Home Loan Mtg. Corporation
matures 9/15/2002 4.85% 2,471,500 2,506,081 2,506,081
Federal Home Loan Mtg. Corporation
matures 1/15/2008 5.78% 2,471,500 2,455,043 2,455,043
Federal Home Loan Mtg. Corporation
matures 9/15/2008 6.00% 2,307,293 2,370,467 2,370,467
Federal Home Loan Mtg. Corporation
matures 10/15/2008 5.90% 2,807,624 2,818,278 2,818,278
Federal National Mortgage Association
matures 6/25/2013 5.00% 2,273,780 2,303,362 2,303,362
Federal National Mortgage Association
matures 11/25/2013 5.50% 2,471,500 2,476,900 2,476,900
Federal National Mortgage Association
matures 3/25/2018 5.75% 2,471,500 2,516,568 2,516,568
</TABLE>
S-5
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- ----------- -----------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- ----------- -----------
<S> <C> <C> <C>
Financial Institution Pools (continued)
Federal National Mortgage Association
matures 9/25/2019 5.50% 2,471,500 $ 2,446,780 $ 2,446,780
Federal National Mortgage Association
matures 10/25/2022 5.40% 2,619,790 2,697,637 2,697,637
Federal National Mortgage Association Pool
matures 4/1/2023 6.50% 2,471,500 2,495,436 2,495,436
Federal National Mortgage Association
matures 8/25/2023 3.00% 2,768,080 2,412,824 2,412,824
Federal Home Loan Mtg. Corporation
matures 10/15/2023 7.00% 2,386,891 2,474,258 2,474,258
----------- -----------
Total Provident Life & Accident Contract 30,430,461 30,430,461
----------- -----------
Commonwealth Life
No. ADA 00044TR 6.29%
GEBT Short-Term Investment Fund 1,030,189 1,030,189 1,030,189
Standard Credit Card Master Trust
matures 7/7/95 5.88% 2,500,000 2,596,999 2,596,999
U. S. Treasury Note
matures 11/15/96 7.25% 1,125,000 1,202,174 1,202,174
U. S. Treasury Note
matures 10/31/98 4.75% 1,250,000 1,223,495 1,223,495
MBNA Master Credit Card Trust
matures 8/15/99 6.20% 2,500,000 2,561,218 2,561,218
Federal National Mortgage Association
matures 9/9/2003 5.97% 525,000 528,921 528,921
Federal Home Loan Mtg. Corporation
matures 2/15/2005 6.65% 5,000,000 5,088,752 5,088,752
Federal National Mortgage Association
matures 5/25/2005 6.70% 5,000,000 5,098,319 5,098,319
Federal Home Loan Mtg. Corporation
matures 8/15/2005 6.70% 5,000,000 5,084,822 5,084,822
Federal National Mortgage Association
matures 11/25/2005 7.15% 2,000,000 2,088,833 2,088,833
Federal National Mortgage Association
matures 8/25/2006 6.00% 5,000,000 4,886,845 4,886,845
Student Loan Mortgage Association
matures 8/1/2007 7.13% 667,000 724,581 724,581
Federal Home Loan Mtg. Corporation
matures 11/15/2007 5.50% 7,750,000 7,748,535 7,748,535
Federal National Mortgage Association Pool
matures 2/1/2009 7.00% 2,323,186 2,309,841 2,309,841
</TABLE>
S-6
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
--------- --------------- ----------- -----------
Face Amount Cost
or Number Basis of
Name of Issuer and Title of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- ----------- -----------
<S> <C> <C> <C>
Financial Institution Pools (continued)
Federal National Mortgage Association Pool
matures 2/1/2009 7.00% 1,000,000 $ 1,018,968 $ 1,018,968
Federal National Mortgage Association Pool
matures 2/1/2009 7.00% 2,510,125 2,557,736 2,557,736
Federal National Mortgage Association Pool
matures 2/1/2009 7.00% 1,000,000 1,018,968 1,018,968
Federal National Mortgage Association Pool
matures 2/1/2009 7.00% 1,014,875 1,034,125 1,034,125
Federal Home Loan Mtg. Corporation
matures 5/15/2018 6.00% 2,500,000 2,508,292 2,508,292
Federal Home Loan Mtg. Corporation
matures 12/15/2018 6.00% 2,500,000 2,477,814 2,477,814
----------- -----------
Total Commonwealth Life Insurance Company Contract 52,789,427 52,789,427
----------- -----------
Total Pools 133,202,330 133,202,330
----------- -----------
Short-Term Investments -- 2.6%
GEBT Short-Term Investment Fund 39,822,815 39,822,815 39,822,815
GEBT Stable Value Government Fund 4,603,223 4,603,223 4,603,223
----------- -----------
Total Short-Term Investments 44,426,038 44,426,038 44,426,038
----------- -----------
Total Interest Income Fund 743,443,687 743,443,687
----------- -----------
Government Securities Fund -- 0.6%
Government Securities -- 0.4%
United States Treasury Note,
3.875% due 3/31/95 2,000,000 2,000,625 2,000,620
United States Treasury Note,
4.125% due 5/31/95 5,500,000 5,511,172 5,512,045
----------- -----------
Total Government Securities 7,511,797 7,512,665
----------- -----------
</TABLE>
S-7
<PAGE>
KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS as of December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D
-------- --------------- -------------- --------------
Face Amount Cost
or Number Basis of
Name of Issuer and Title Of Issue of Shares/Units Investments Fair Value
- --------------------------------- --------------- -------------- --------------
<S> <C> <C> <C>
Government Securities (continued)
Short-Term Investments -- 0.2%
BT Pyramid Government Securities Cash Fund 3,859,100 $ 3,859,100 $ 3,859,100
-------------- --------------
Total Government Securities Fund 11,370,897 11,371,765
-------------- --------------
U.S. GOVERNMENT SECURITIES FUND -- 0.1%
U.S. Government Securities -- 0.1%
United States Treasury Note,
5.125% due 5/31/94 400,000 407,656 402,936
United States Treasury Bill,
due 7/28/94 500,000 482,984 482,984
-------------- --------------
Total U.S. Government Securities 890,640 885,920
-------------- --------------
Short-Term Investments -- 0.0%
BT Pyramid Government Securities Cash Fund 384,616 384,616 384,616
-------------- --------------
Total U.S. Government Securities Fund 1,275,256 1,270,536
-------------- --------------
FREIHOFER EQUITABLE
CAPITAL MANAGEMENT FUND -- 0.8%
Equitable Capital Management
Corporation Combined
Equity Account 373 5,433,050 13,175,534
GEBT Short-Term Investment Fund 37,523 37,523 37,523
-------------- --------------
Total Freihofer Equitable
Capital Management Fund 5,470,573 13,213,057
-------------- --------------
PARTICIPANTS' LOAN ACCOUNT -- 2.1%
Participants' Loans 36,400,988 36,400,988
-------------- --------------
TOTAL INVESTMENTS $1,430,017,641 $1,718,365,971
============== ==============
</TABLE>
S-8
<PAGE>
Exhibit 23
CONSENT of INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Philip Morris Companies
Inc. registration statement on Form S-8 (File No. 33-1479) of the General Foods
Employee Thrift-Investment Plan of our report dated March 16, 1994, on our
audits of the financial statements of the General Foods Employee Thrift-
Investment Plan as of December 31, 1993 and 1992 and for the years ended
December 31, 1993, 1992 and 1991, and the financial statement schedule as of
December 31, 1993, which report is included in this annual report on Form 11-K.
COOPERS & LYBRAND
Chicago, Illinois
April 13, 1994
