<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
--------------------------
Kraft General Foods Thrift 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>
KRAFT GENERAL FOODS THRIFT 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 Kraft General Foods Thrift Plan:
We have audited the accompanying statements of financial condition of the
Kraft General Foods Thrift 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 15, 1994
-3-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
STATEMENT of FINANCIAL CONDITION
as of December 31, 1993
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Interest Government Participants'
Equity Income Securities Philip Morris Loan
Fund Fund Fund Stock Fund Account Total
-------- -------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Allocated share of
Trust net assets $178,383 $662,425 $11,409 $652,587 $36,363 $1,541,167
Employer contributions
receivable 380 36 1,612 2,028
Interfund receivables
(payables) 3,706 824 (409) (4,121) -
Participants' loan
repayments receivables
(payables) 57 88 (84) (61) -
-------- -------- ------- -------- ------- ----------
Total assets 182,526 663,337 11,036 649,994 36,302 1,543,195
-------- -------- ------- -------- ------- ----------
LIABILITIES:
Distributions and
withdrawals payable 1,232 5,307 78 3,608 10,225
Undistributed
participants' loans 118 444 9 377 (948) -
-------- -------- ------- -------- ------- ----------
Total liabilities 1,350 5,751 87 3,985 (948) 10,225
-------- -------- ------- -------- ------- ----------
Plan equity $181,176 $657,586 $10,949 $646,009 $37,250 $1,532,970
======== ======== ======= ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
STATEMENT of FINANCIAL CONDITION
as of December 31, 1992
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Interest Government Participants'
Equity Income Securities Philip Morris Loan
Fund Fund Fund Stock Fund Account Total
-------- -------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Allocated share of
Trust net assets $122,639 $563,002 $9,437 $822,031 $36,167 $1,553,276
Employer contributions
receivable 1 294 5 300
Employee contributions
receivable 6 4 11 21
Interfund receivables
(payables) 2,070 (6,103) (250) 4,283 -
Participants' loan
repayments receivables
(payables) 17 60 87 (164) -
-------- -------- ------ -------- ------- ----------
Total assets 124,733 557,257 9,187 826,417 36,003 1,553,597
-------- -------- ------ -------- ------- ----------
LIABILITIES:
Distributions and
withdrawals payable 657 4,518 109 3,306 (91) 8,499
Undistributed
participants' loans 125 448 5 571 (1,149) -
-------- -------- ------ -------- ------- ----------
Total liabilities 782 4,966 114 3,877 (1,240) 8,499
-------- -------- ------ -------- ------- ----------
Plan equity $123,951 $552,291 $9,073 $822,540 $37,243 $1,545,098
======== ======== ====== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Interest Government Participants'
Equity Income Securities Philip Morris Loan
Fund Fund Fund Stock Fund Account Total
-------- -------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 3,462 $ 7,787 $ 308 $ 22,513 $ 34,070
Employee contributions 13,301 29,249 1,055 48,344 91,949
Allocated share of Trust
investment activities:
Interest income 11 44,809 408 153 $ 2,566 47,947
Dividend income 28,356 28,356
Net (depreciation)
appreciation in
fair value of
investments 14,093 1 (229,384) (215,290)
-------- -------- ------- -------- ------- ----------
14,104 44,809 409 (200,875) 2,566 (138,987)
-------- -------- ------- -------- ------- ----------
Total (deductions)
additions 30,867 81,845 1,772 (130,018) 2,566 (12,968)
-------- -------- ------- -------- ------- ----------
DEDUCTIONS:
Distributions and
withdrawals (8,453) (50,263) (425) (32,182) (2,334) (93,657)
General and administrative
expenses (22) (139) (9) (170)
-------- -------- ------- -------- ------- ----------
Total deductions (8,475) (50,402) (434) (32,182) (2,334) (93,827)
-------- -------- ------- -------- ------- ----------
Net transfers among funds 20,035 27,102 360 (47,497) -
Transfers from predecessor
trusts 14,678 46,955 186 31,479 1,369 94,667
Participants' loans (1,869) (6,545) (126) (6,128) 14,668 -
Participants' loan repayments 1,989 6,340 118 7,815 (16,262) -
-------- -------- ------- -------- ------- ----------
Net (deductions)
additions 57,225 105,295 1,876 (176,531) 7 (12,128)
PLAN EQUITY:
Beginning of year 123,951 552,291 9,073 822,540 37,243 1,545,098
-------- -------- ------- -------- ------- ----------
End of year $181,176 $657,586 $10,949 $646,009 $37,250 $1,532,970
======== ======== ======= ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1992
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Interest Government Participants'
Equity Income Securities Philip Morris Loan
Fund Fund Fund Stock Fund Account Total
-------- -------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 2,725 $ 6,747 $ 56 $ 24,952 $ 34,480
Employee contributions 10,970 30,286 409 49,078 90,743
Allocated share of Trust
investment activities:
Interest income 5 46,298 384 311 $ 2,683 49,681
Dividend income 24,408 24,408
Net (depreciation)
appreciation in
fair value of
investments 8,907 (3) (30,584) (21,680)
-------- -------- ------ -------- ------- ----------
8,912 46,298 381 (5,865) 2,683 52,409
-------- -------- ------ -------- ------- ----------
Total additions 22,607 83,331 846 68,165 2,683 177,632
-------- -------- ------ -------- ------- ----------
DEDUCTIONS:
Distributions and
withdrawals (7,462) (46,568) (652) (60,626) (2,311) (117,619)
General and administrative
expenses (24) (196) (9) (229)
-------- -------- ------ -------- ------- ----------
Total deductions (7,486) (46,764) (661) (60,626) (2,311) (117,848)
-------- -------- ------ -------- ------- ----------
Net transfers among funds 277 (22,081) 3,056 18,748 -
Transfers from predecessor
trusts 4 19 1 38 62
Participants' loans (2,082) (8,484) (91) (9,527) 20,184 -
Participants' loan repayments 1,313 5,191 33 6,671 (13,208) -
-------- -------- ------ -------- ------- ----------
Net additions 14,633 11,212 3,184 23,469 7,348 59,846
PLAN EQUITY:
Beginning of year 109,318 541,079 5,889 799,071 29,895 1,485,252
-------- -------- ------ -------- ------- ----------
End of year $123,951 $552,291 $9,073 $822,540 $37,243 $1,545,098
======== ======== ====== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
for the year ended December 31, 1991
(in thousands of dollars)
----------
<TABLE>
<CAPTION>
Interest Government Participants'
Equity Income Securities Philip Morris Loan
Fund Fund Fund Stock Fund Account Total
-------- -------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 2,691 $ 12,610 $ 24,923 $ 40,224
Employee contributions 10,307 36,322 37,459 84,088
Allocated share of Trust
investment activities:
Interest income 24 50,139 $ 367 704 $ 1,510 52,744
Dividend income 17,211 17,211
Net appreciation in
fair value of
investments 32,774 145 245,043 277,962
-------- -------- ------ -------- ------- ----------
32,798 50,139 512 262,958 1,510 347,917
-------- -------- ------ -------- ------- ----------
Total additions 45,796 99,071 512 325,340 1,510 472,229
-------- -------- ------ -------- ------- ----------
DEDUCTIONS:
Distributions and
withdrawals (4,615) (35,272) (389) (36,187) (76,463)
General and administrative
expenses (41) (241) (11) (21) (314)
-------- -------- ------ -------- ------- ----------
Total deductions (4,656) (35,513) (400) (36,208) (76,777)
-------- -------- ------ -------- ------- ----------
Net transfers among funds (17,177) (73,629) (351) 91,157 -
Transfers from predecessor
trusts 134 9,207 (72) 3,539 2,831 15,639
Participants' loans (3,572) (19,100) (77) (8,291) 31,040 -
Participants' loan repayments 552 2,471 2,463 (5,486) -
-------- -------- ------ -------- ------- ----------
Net additions
(deductions) 21,077 (17,493) (388) 378,000 29,895 411,091
PLAN EQUITY:
Beginning of year 88,241 558,572 6,277 421,071 1,074,161
-------- -------- ------ -------- ------- ----------
End of year $109,318 $541,079 $5,889 $799,071 $29,895 $1,485,252
======== ======== ====== ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
Kraft General Foods Thrift Plan
Notes to Financial Statements
1. General Description of the Plan:
The Kraft General Foods Thrift Plan (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 Kraft General Foods, Inc. ("KGF")
by making such contribution. KGF is a subsidiary of Philip Morris Companies
Inc. (the "Company"). The Plan is the successor plan to the Kraft, Inc.
Thrift Plan and, with respect to employees who are not represented by a
collective bargaining unit, the General Foods Corporation Employee Thrift-
Investment Plan for Salaried Employees (the "GF Salaried Plan") and the
General Foods Employee Thrift-Investment Plan (the "GF Hourly Plan" and
collectively with the GF Salaried Plan, the "GF Plans"), and, effective
April 1, 1993, the Lenders Bagel Bakery, Inc. Profit-Sharing Plan (the
"Lenders Plan"), and, effective as of December 31, 1993, the Salary Reduction
and Voluntary Investment Plan for Salaried Employees of Oscar Mayer Foods
Corporation (the "Oscar Mayer Salaried Plan") (see Note 10). This Annual
Report of the Plan on Form 11-K includes information concerning the financial
condition of the Oscar Mayer Salaried Plan as of December 31, 1993 and the
income and changes in plan equity for the Oscar Mayer Salaried Plan for the
year ended December 31, 1993. Financial information concerning the Oscar
Mayer Salaried Plan for the prior years is set forth in separate Annual
Reports on Form 11-K for the Oscar Mayer Salaried Plan.
Salaried and certain hourly employees of KGF and certain of its domestic
subsidiaries (the "KGF Companies") who are not represented by a collective
bargaining unit, are eligible to participate in the Plan, provided they meet
eligibility requirements. After completing one year of service, eligible
employees generally may make tax-deferred and after-tax contributions.
Matching contributions by KGF (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.
Assets of the Plan are co-invested with the assets of the Kraft General
Foods, Inc. Frozen Defined Contribution Plan, the Oscar Mayer Foods
Corporation Long Term Savings Plan for Union Employees, the Oscar Mayer Foods
Corporation Long Term Savings Plan for Hourly
-9-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Employees, and, effective October 1, 1992, with the assets of the Savings and
Profit Sharing Plan of Charles Freihofer Baking Company, Inc. (the "Charles
Freihofer Plan"), and effective January 1, 1993, with the assets of the GF
Hourly Plan, in a commingled investment fund known as the Kraft General Foods
Master Defined Contribution Trust (the "Trust") (see Note 7).
Prior to April 1, 1993, the assets of the Lenders Plan were co-invested with
assets of the Plan in the Trust. Effective April 1, 1993, the assets of the
Lenders Plan were transferred to the Plan. Prior to December 31, 1993, the
assets of the Oscar Mayer Salaried Plan were co-invested with the assets of
the Plan in the Trust. Effective December 31, 1993, the assets of the Oscar
Mayer Salaried Plan were transferred to the Plan (see Note 10). Prior to July
1992 and December 1991, the assets of the Plan were invested with the assets
of the Porter Foods, Inc. Profit Sharing Plan and the Humbolt Hourly Profit
Sharing Plan, respectively.
Participants have the option of investing their Plan Accounts (see Note 4) in
5% increments in the four funds listed below. Participants in the Oscar Mayer
Salaried Plan had the option of investing his or her Plan Accounts in 25%
increments in the four funds listed below.
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 Bankers Trust Company (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.
GOVERNMENT SECURITIES FUND - This fund was opened to new investments on
July 1, 1992 and 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 the Company (the "Common Stock") and short-term temporary
investments.
-10-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
None of the foregoing funds guarantees a return to the participant.
Participants may change their options effective the first day of the calendar
quarter, except that amounts transferred from the Interest Income Fund may
not be directly invested in the 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.
At December 31, 1993 and 1992, there were 35,424 and 32,396 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,
--------------
<S> <C> <C>
1993 1992
------ ------
Equity Fund 15,269 11,934
Interest Income Fund 25,907 23,157
Government Securities Fund 2,528 1,390
Philip Morris Stock Fund 26,872 25,034
</TABLE>
Each participant is at all times fully vested in the balance of his or her
After-Tax Contributions, Tax-Deferred Contributions, QVET and Rollover
Accounts (see Note 4). A participant shall be fully vested in the balance in
his or her Company Match Account upon attainment of age 65, retirement,
permanent and total disability, or death. A participant who is employed by
the Company or any subsidiary shall be fully vested in his or her Company
Match 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 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
</TABLE>
-11-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants who were participants in the GF Plans and hired prior to
January 1, 1991 become 100% vested in amounts contributed to their Company
Match Account upon attaining age 55 if still employed by the Company or any
subsidiary.
Forfeitures:
KGF Matching Contributions forfeited by terminated participants are used
to reduce future KGF Matching Contributions to the Plan.
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 pools of mortgage-backed and asset-backed
securities and other investments held 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 (depreciation) of investments held at year-end (see Note 8).
-12-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
3. Contributions:
No contribution is required from any eligible employee under the Plan.
Eligible employees may make contributions on a tax-deferred basis, an after-
tax basis, or in a combination of the two. Basic Contributions are those
made on an after-tax basis and that are not in excess of 6% of each
compensation payment to the participant. Tax-Deferred Basic Contributions
are those made on a tax-deferred basis and that are not in excess of 6% of
each compensation payment to the participant. Basic Contributions and Tax-
Deferred Basic Contributions may not, in the aggregate, exceed 6% of each
compensation payment. Contributions in excess of 6% of each compensation
payment to the participant and up to 16% of each compensation payment are
referred to as Supplemental Contributions if made on an after-tax basis and
Tax-Deferred Supplemental Contributions if made on a tax-deferred basis. The
percentage of compensation available for both tax-deferred 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 tax-deferred contributions for a calendar year. For 1993, a
participant's tax-deferred contributions were limited to $8,994; for 1994,
each participant's tax-deferred contributions will be limited to $9,240.
Each year KGF Matching Contributions are based on the amount of each
participant's Basic Contributions and Tax-Deferred Basic Contributions to the
Plan. For the year ending December 31, 1993, employees who were participants
in the Oscar Mayer Salaried Plan were not eligible for the KGF Matching
Contributions and could elect to contribute from 2% to 15% of each
compensation payment on a tax-deferred basis and from 2% to 10% of each
compensation payment on an after-tax basis and the combined percentage of
tax-deferred and after-tax basis could not exceed 15% of the participant's
annual compensation. Currently, the KGF Matching Contributions percentage
for the following Plan year is announced before the end of the preceding
year. KGF's Matching Contributions were 55% of participants' Basic
Contributions and Tax-Deferred Basic Contributions for 1993, 60% for 1992 and
70% for 1991. However, due to limitations under the Code, certain amounts
for highly paid individuals are not contributed to the Trust but are instead
recorded as liabilities of KGF.
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.
-13-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
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 KGF Matching Contributions for the year in which
the Change of Control occurs and for two years thereafter (the "Control
Period") equal to the greater of (a) the average of KGF Matching
Contributions as a percentage of Basic Contributions and Tax-Deferred Basic
Contributions that were contributed to the Plan for the two years prior to
the year in which the Change of Control occurs, or (b) 75% of each
participant's Basic Contributions and Tax-Deferred Basic Contributions for
each year during the Control Period.
4. Valuation of Participant Accounts:
The Committee 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>
Company Match Account KGF Matching Contributions
Tax-Deferred Contributions Account Tax-Deferred Basic and Supplemental
Contributions
After-Tax Contributions Account Basic and Supplemental Contributions
Rollover Account Amounts transferred (directly or
indirectly) from another plan
qualified under Section 401(a) of the
Code
QVET Account Qualified voluntary employee
contributions made prior to
January 1, 1987
Loan Account Outstanding loans obtained from the
Plan
</TABLE>
-14-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
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 Company Match Account, Tax-Deferred
Contributions Account, After-Tax Contributions Account, Rollover Account and
QVET Account on the basis of their proportionate share in each fund.
5. Withdrawals and Distributions:
Participants may make withdrawals against their Company Match, Tax-Deferred
Contributions, After-Tax Contributions and Rollover 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. Participants' Loans:
The loan program permits participants to borrow from their Tax-Deferred
Contributions, After-Tax Contributions and Rollover Accounts in accordance
with the provisions outlined in the Plan.
A participant's Loan Account equals the principal amount of his or her
loans outstanding. The principal amount of loan repayments reduce the Loan
Account and are added back to the participant's Accounts originally used as
the source of the loan. The repaid amount (including interest) is reinvested
in the funds according to the participant's current investment authorization.
Participants' loans are carried at the original principal amount less
principal repayments. Participants' loan repayments receivable represent
amounts withheld by the KGF Companies from participants' compensation and not
yet remitted to the Plan. Amounts to be disbursed under employee loan
agreements are recorded as undistributed participants' loans as of the loan
agreement date.
-15-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
7. Investments Held by the Trust:
The Plan's allocated share of the Trust's net assets and investment
activities is based upon the total of each individual participant's share of
the Trust. The Plan's allocated share of the Trust and its allocated share
of the net assets of each fund in the Trust at December 31, 1993 and 1992
was:
<TABLE>
<CAPTION>
1993 1992
----- ----
<S> <C> <C>
Trust 89% 90%
Equity Fund 98% 91%
Interest Income Fund 89% 85%
Government Securities Fund 100% 99%
U. S. Government Securities Fund - -
Philip Morris Stock Fund 89% 95%
Participants' Loan Account 99% 99%
Freihofer Equitable Capital Management Fund - -
</TABLE>
The Plan's allocated share of the Trust's investment activities for the
years ended December 31, 1993, 1992 and 1991 was 85%, 87% and 99%,
respectively.
Prior to January 1, 1994, all expenses incurred in administering the Plan
were borne by KGF, with the exception of brokerage commissions, investment
management fees and transfer taxes, which were paid by the Trust. In
addition, Oscar Mayer Foods Corporation ("Oscar Mayer") paid the investment
management fees incurred in administering the Oscar Mayer Salaried Plan.
Expenses paid by KGF are not reflected in the financial statements of the
Plan. Effective January 1, 1994, most payments to third parties for expenses
in connection with the administration of the Plan will be borne by the Trust.
Investments that represented five percent or more of total Trust assets as
of December 31, 1993 and 1992 were:
<TABLE>
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
Philip Morris Stock Fund
Common Stock $724,969 $850,368
GEBT Equity Index Fund $180,299 $133,936
Interest Income Fund
Mass Mutual $98,459 -
Prudential $92,181 -
</TABLE>
The GEBT Equity Index Fund currently includes Common Stock.
-16-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
At December 31, 1993 and 1992 the financial position of the Trust was:
<TABLE>
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
Assets:
Investments at fair value:
Equity Fund:
GEBT Equity Index Fund
(cost $120,304 and $88,650) $ 180,299 $ 133,936
Short-term temporary investments
(cost approximates fair value) 1,038 168
Philip Morris Stock Fund:
Common stock
(cost $504,354 and $428,915) 724,969 850,368
Short-term temporary investments
(cost approximates fair value) 6,360 3,783
Interest Income Fund:
Investment contracts
(cost approximates fair value) 699,018 629,538
Short-term temporary investments
(cost approximates fair value) 44,426 35,756
Government Securities Fund:
Government securities
(cost $7,512 and $8,067) 7,513 8,135
Short-term temporary investments
(cost approximates fair value) 3,859 1,275
U.S. Government Securities Fund:
U.S. 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 and $5,611) 13,175 12,022
Short-term temporary investments
(cost approximates fair value) 38 -
Participants' Loan Account:
Loans to participants 36,401 36,585
---------- ----------
Total investments 1,718,366 1,711,566
Receivables:
Interest income 204 285
Dividend income 8,486 7,189
---------- ----------
Net assets $1,727,056 $1,719,040
========== ==========
</TABLE>
-17-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
The changes in the Trust net assets for the years ended December 31, 1993,
1992 and 1991 were:
<TABLE>
<CAPTION>
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
Receipts from constituent plans:
Employer contributions $ 37,538 $ 38,284 $ 44,961
Employee contributions 114,541 98,943 83,886
Transfers from predecessor trusts 140,700 144,365 448,212
Investment activities:
Interest 54,578 51,664 51,623
Dividends 33,575 25,362 17,310
Interest on participant loans 2,639 2,456 1,510
---------- ---------- ----------
90,792 79,482 70,443
Net (depreciation) appreciation
in fair value of investments (255,146) (19,024) 279,637
---------- ---------- ----------
Net investment activities (164,354) 60,458 350,080
Deductions:
Distributions and withdrawals (120,175) (122,442) (72,421)
General and administrative
expenses (234) (244) (315)
---------- ---------- ----------
Increase in Trust net assets 8,016 219,364 854,403
Net assets:
Beginning of year 1,719,040 1,499,676 645,273
---------- ---------- ----------
End of year $1,727,056 $1,719,040 $1,499,676
========== ========== ==========
</TABLE>
The transfers from predecessor trusts for the year ended December 31, 1993,
includes the transfer of assets to the Trust of the GF Thrift Plan in the
amount of $137,904.
The transfers from predecessor trusts for the year ended December 31, 1992,
includes the transfer of assets to the Trust of the Oscar Mayer Salaried
Plan and the Charles Freihofer Plan in the amounts of $94,212 and $49,060,
respectively.
The transfers from predecessor trusts for the year ended December 31, 1991
represents the assets of the GF Plans that were transferred to the Trust
(see Note 10).
-18-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
8. Net (Depreciation) Appreciation in Fair Value of Trust Investments:
The realized gains and losses on disposals and changes in unrealized
appreciation and depreciation of investments in the Trust for the years ended
December 31, 1993, 1992 and 1991 were:
<TABLE>
<CAPTION>
Freihofer
U.S. Equitable
Government Government Capital
Equity 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 $10,720 $11,619 $ 46,401 $ 55 $ 68,795
Cost 7,314 11,547 21,757 53 40,671
------- ------- -------- ------ --------
Net realized gains 3,406 72 24,644 2 28,124
------- ------- -------- ------ --------
Unrealized appreciation:
Beginning of year 38,754 143 458,322 497,219
Transfer from GF Plans 246 246
Transfer from Oscar Mayer 17,722 17,722
Transfer from Freihofer 5,178 5,178
End of year 45,286 68 421,453 6,410 473,217
------- ------- -------- ------ --------
(Decrease) increase 6,532 (75) (54,837) 1,232 (47,148)
------- ------- -------- ------ --------
Net (depreciation)
appreciation in fair
value of investments $ 9,938 ($ 3) ($ 30,193) $1,234 ($19,024)
======= ======= ========= ====== ========
</TABLE>
-19-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
<TABLE>
<CAPTION>
Government
Equity Securities Philip Morris
Fund Fund Stock Fund Total
------- ---------- ------------- --------
<S> <C> <C> <C> <C>
1991
- ----
Realized gains:
Proceeds $76,996 $1,002 $ 21,149 $ 99,147
Cost 55,327 1,001 10,346 66,674
------- ------ -------- --------
Net realized gains 21,669 1 10,803 32,473
------- ------ -------- --------
Unrealized appreciation:
Beginning of year 14,622 22,090 36,712
Transfer from GF Thrift Plan 12,810 200,535 213,345
End of year 38,755 144 458,322 497,221
------- ------ -------- --------
Increase 11,323 144 235,697 247,164
------- ------ -------- --------
Net appreciation in fair
value of investments $32,992 $ 145 $246,500 $279,637
======= ====== ======== ========
</TABLE>
9. Tax Status:
The U.S. Treasury Department has determined that the Plan, as amended and
in effect as of April 25, 1990, 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.
Participants will not be subject to income tax on KGF Matching
Contributions, tax-deferred contributions made on their behalf by KGF or
with respect to rollover contributions when made to the Trust, nor on
earnings credited to their Accounts until withdrawn or distributed.
10. Transferred Plan Participants and Net Assets and Terminated Plans:
Effective December 31, 1993, the account balances of all participants in
the Oscar Mayer Salaried Plan were transferred to the Plan. The Plan has
reflected this transfer in its 1993 financial statements, as an addition to
transfers from predecessor trusts, although the actual transfer of the
related investments to the Plan was executed by the Trustee in 1994.
Effective April 1, 1993, the account balances of all participants in the
Lenders Plan were transferred to the Plan.
-20-
<PAGE>
KRAFT GENERAL FOODS THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
(concluded)
Effective December 31, 1991, the account balances of those participants in
the GF Salaried Plan employed by Gardner Good Foods totaling approximately
$.5 million were transferred to the Plan. The Plan has reflected this
transfer in its 1991 financial statements although the actual transfer of
the related investments of the General Foods Thrift Investment Trust to the
Trust was executed by the Trustee in 1992.
Effective December 31, 1991, the account balances of certain participants
in the Churny Company Profit Sharing Plan (the "Churny Plan") were
transferred to the Plan. The Plan has reflected this transfer in its 1991
financial statements although the actual transfer of the related investments
of the Churny Plan Trust was executed by the Trustee in 1992. During 1991,
the account balances of all participants in the Tombstone Pizza Corporation
Profit-Sharing Plan 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.
KRAFT GENERAL FOODS
THRIFT 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 Nos. 33-1480 and 33-37115) of the
Kraft General Foods Thrift Plan of our report dated March 15, 1994, on our
audits of the financial statements of the Kraft General Foods Thrift 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
