<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, 1994
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, 1994
TABLE OF CONTENTS
PAGE(S)
-------
REPORT OF INDEPENDENT ACCOUNTANTS....................... 3
FINANCIAL STATEMENTS:
Statements of Financial Condition as of December 31,
1994 and 1993........................................ 4-5
Statements of Income and Changes in Plan Equity for
the years ended December 31, 1994, 1993 and 1992..... 6-8
Notes to Financial Statements......................... 9-20
SIGNATURES.............................................. 21
SCHEDULES:
Schedule I - Investments as of December 31, 1994...... S-1-9
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
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,
1994 and 1993, and the related statements of income and changes in plan equity
for each of the three years in the period ended December 31, 1994 and the
schedule of investments as of December 31, 1994. 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 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,
1994 and 1993, and the income and changes in plan equity for each of the three
years in the period ended December 31, 1994, 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 L.L.P.
Chicago, Illinois
April 14, 1995
-3-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
(IN THOUSANDS OF DOLLARS)
----------
<TABLE>
<CAPTION>
DIVERSIFIED
EQUITY INTEREST GOVERNMENT
INDEX INCOME SECURITIES PHILIP MORRIS
FUND FUND FUND (GF) STOCK FUND TOTAL
----------- -------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C>
ASSETS:
Allocated share of
Trust net assets $3,815 $12,933 $1,001 $81,918 $ 99,667
Employer contributions
receivable 2 4 2 543 551
Employee contributions
receivable 1 2 1 2 6
Interfund receivables
(payables) 61 77 (4) (134) -
------ ------- ------ ------- --------
Total assets 3,879 13,016 1,000 82,329 100,224
------ ------- ------ ------- --------
LIABILITIES:
Distributions and
withdrawals payable 348 384 23 2,240 2,995
General and administrative
expenses payable 1 3 - 16 20
------ ------- ------ ------- --------
Total liabilities 349 387 23 2,256 3,015
------ ------- ------ ------- --------
Plan equity $3,530 $12,629 $ 977 $80,073 $ 97,209
====== ======= ====== ======= ========
</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, 1993
(IN THOUSANDS OF DOLLARS)
----------
<TABLE>
<CAPTION>
DIVERSIFIED
EQUITY INTEREST GOVERNMENT
INDEX INCOME SECURITIES PHILIP MORRIS
FUND FUND FUND (GF) 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.
-5-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS OF DOLLARS)
----------
<TABLE>
<CAPTION>
DIVERSIFIED
EQUITY INTEREST GOVERNMENT
INDEX INCOME SECURITIES PHILIP MORRIS
FUND FUND FUND (GF) STOCK FUND TOTAL
------------ --------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 11 $ 17 $ 13 $ 3,203 $ 3,244
Employee contributions 331 693 160 4,719 5,903
Allocated share of Trust
investment activities:
Interest income 853 53 27 933
Dividend income 4,406 4,406
Net appreciation
(depreciation) in
fair value of
investments 64 (3) 2,518 2,579
------ ------- ------ ------- --------
64 853 50 6,951 7,918
------ ------- ------ ------- --------
Total additions 406 1,563 223 14,873 17,065
------ ------- ------ ------- --------
DEDUCTIONS:
Distributions and
withdrawals (742) (3,695) (933) (16,227) (21,597)
General and administrative
expenses (8) (33) (3) (195) (239)
------ ------- ------ ------- --------
Total deductions (750) (3,728) (936) (16,422) (21,836)
------ ------- ------ ------- --------
Net transfers among funds 905 2,263 350 (3,518) -
Transfers from (to)
predecessor trusts 174 334 (21) (1,194) (707)
Participants' loan repayments 1 1 1 (3) -
------ ------- ------ ------- --------
Net (deductions)
additions 736 433 (383) (6,264) (5,478)
PLAN EQUITY:
Beginning of year 2,794 12,196 1,360 86,337 102,687
------ ------- ------ ------- --------
End of year $3,530 $12,629 $ 977 $80,073 $ 97,209
====== ======= ====== ======= ========
</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, 1993
(IN THOUSANDS OF DOLLARS)
----------
<TABLE>
<CAPTION>
DIVERSIFIED
EQUITY INTEREST GOVERNMENT
INDEX INCOME SECURITIES PHILIP MORRIS
FUND FUND FUND (GF) 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.
-7-
<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
EQUITY INTEREST GOVERNMENT
INDEX INCOME SECURITIES PHILIP MORRIS
FUND FUND FUND (GF) 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.
-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 (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 certain operating units of
Kraft Foods, Inc. (formerly known as Kraft General Foods, Inc. and
hereinafter referred to as "Kraft Foods") by making such contribution. Kraft
Foods is a subsidiary of Philip Morris Companies Inc. (the "Company").
Hourly and certain salaried employees of Kraft Foods and certain of its
domestic subsidiaries (the "Kraft Foods 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 Kraft
Foods from certain operating unit profits (the "Kraft Foods 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 Kraft Foods (the "Committee")
comprised of employees of Kraft Foods. The Committee has appointed the
Administrative Committee, comprised of members of the 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 are hereinafter referred to as 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.
As of January 1, 1992, the General Foods Thrift-Investment Trust (the "GF
Trust") was comprised solely of assets of the Plan (see Note 6).
Effective January 1, 1993, the Plan's assets were co-invested with the
assets of the Kraft Foods Thrift Plan (formerly known as the Kraft General
Foods Thrift Plan) and other plans sponsored by Kraft Foods in a commingled
investment fund known as the Kraft Foods Master Defined Contribution Trust
(hereinafter referred to as 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 Kraft Foods (a "Naperville
Participant"), Kraft Foods 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 Kraft Foods Matching Contributions are made.
DIVERSIFIED EQUITY INDEX FUND (also referred to as the EQUITY INDEX 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. The assets of the Interest Income Fund are also 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 (GF) - 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 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, 1994 and 1993, there were 4,359 and 4,418 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,
--------------
1994 1993
------ ------
<S> <C> <C>
Diversified Equity Index Fund 700 593
Interest Income Fund 1,397 1,524
U.S. Government Securities Fund 403 462
Philip Morris Stock Fund 3,526 4,367
</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 Kraft Foods 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 Kraft Foods Matching
Account upon attainment of age 55, retirement, permanent and total
disability, or death. A participant who is employed by Kraft Foods or any of
its affiliates at other than the Naperville, Illinois facility of Kraft Foods
shall become vested in his or her Kraft Foods 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 Kraft Foods Matching Account after two years of participation in the
Plan (and the predecessor plan) or the completion of five years of service.
FORFEITURES:
Kraft Foods Matching Contributions forfeited by terminated participants are
used to reduce future Kraft Foods 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).
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 Kraft
Foods
-12-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Matching Contributions described below. Contributions by participants
employed at certain 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 certain other 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 1994, a participant's before-tax
contributions were limited to $9,240; for 1995, a participant's before-tax
contributions will again be limited to $9,240.
Each year Kraft Foods Matching Contributions are based on the amount of each
participant's contributions to the Plan, subject to certain limitations under
the Code. Kraft Foods Matching Contributions on behalf of Naperville
Participants equal 25% of each Naperville Participant's contributions not in
excess of 6% of compensation.
The Kraft Foods Matching Contributions percentage is the greater of (i) 75%
of the matching contribution rate under the Kraft Foods 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 Kraft Foods Matching
Contributions percentage to the Plan for a Plan year cannot exceed the
percentage contributed by Kraft Foods to the Kraft Foods 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 certain operating units of Kraft Foods, over the five-
year period immediately preceding the Plan year for which the Kraft Foods
Matching Contributions are to be made.
<TABLE>
<CAPTION>
THE KRAFT FOODS MATCHING
IF ANNUAL PERCENT CONTRIBUTION AS A PERCENTAGE OF
CHANGE IN EARNINGS IS PARTICIPANT CONTRIBUTIONS IS
--------------------- -------------------------------
<S> <C>
+ 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%
</TABLE>
Currently, the Kraft Foods Matching Contributions percentage for the
following Plan year is announced before the end of the preceding year. The
Kraft Foods Matching Contributions percentage was 57%, 55% and 45% in 1994,
1993 and 1992, respectively.
-13-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants' contributions are recorded in the period in which they are
withheld by the Kraft Foods Companies. Kraft Foods 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.
Kraft Foods Matching Contributions are discretionary. While Kraft Foods has
not expressed any intent to discontinue making Kraft Foods Matching
Contributions, it is free to do so at any time. Kraft Foods 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 Kraft Foods 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>
Kraft Foods Matching Account Kraft Foods 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 Kraft Foods Matching Account,
Before-Tax Contributions Account and After-Tax Contributions Account, on the
basis of their proportionate share in each fund.
5. WITHDRAWALS AND DISTRIBUTIONS:
Participants may make withdrawals against their Kraft Foods Matching, Before-
Tax Contributions and After-Tax Contributions Accounts under limited
circumstances in accordance with the provisions outlined in the Plan.
-14-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
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:
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 Kraft Foods Thrift Plan and other plans
sponsored by Kraft Foods.
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 approximate allocated share of the Trust and its
approximate allocated share of the net assets of each fund in the Trust at
December 31, 1994 and 1993, respectively, were:
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Trust 6% 6%
Diversified Equity Index Fund 2% 2%
Interest Income Fund 2% 2%
Government Securities Fund (GF) 100% 100%
Philip Morris Stock Fund 11% 12%
</TABLE>
The Plan's approximate allocated share of the Trust's investment activities
for the years ended December 31, 1994 and 1993, was 7% and 17%, respectively.
The Plan's allocated share of the GF Trust's investment activities for the
year ended December 31, 1992, was 100%, and is shown on the Statement of
Income and Changes in Plan Equity for the year ended December 31, 1992.
-15-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
Prior to January 1, 1994, all expenses incurred in administering the Plan
were borne by Kraft Foods, with the exception of brokerage commissions,
investment management fees and transfer taxes, which were paid by the Trust.
Expenses paid by Kraft Foods 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 are borne by the Trust.
The following expenses are paid from the Plan's assets: investment management
fees, brokerage commissions, trustee's fees, audit fees, recordkeeping fees
and legal fees. For 1994 and 1993, the approximate amount of such expenses
expressed as a percentage of the average net assets of each fund under the
Plan, is as follows:
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Diversified Equity Index Fund 0.25% -
Interest Income Fund 0.27% 0.01%
Government Securities Fund (GF) 0.26% 0.08%
Philip Morris Stock Fund 0.23% -
</TABLE>
Investments that represented five percent or more of total Trust assets as of
December 31, 1994 and 1993, were:
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Philip Morris Stock Fund
Common Stock $794,210 $724,969
GEBT Equity Index Fund $213,759 $180,299
Interest Income Fund
Prudential $101,387 $92,181
Mass Mutual - $98,459
</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, 1994 and 1993, the financial position of the Trust was:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Assets:
Investments at fair value:
Diversified Equity Index Fund:
GEBT Equity Index Fund
(cost $209,846 and $120,304) $ 213,759 $ 180,299
Short-term temporary investments
(cost approximates fair value) 346 1,038
Interest Income Fund:
Investment contracts
(cost approximates fair value) 748,032 699,018
Short-term temporary investments
(cost approximates fair value) 70,518 44,426
Government Securities Fund:
Government securities
(cost $10,986 and $7,512) 10,877 7,513
Short-term temporary investments
(cost approximates fair value) 1,920 3,859
Government Securities Fund (GF):
Government securities
(cost $891) - 886
Short-term temporary investments
(cost approximates fair value) 996 384
Freihofer Equitable Capital
Management Fund:
Equitable Capital Management
Corporation Combined Equity
Account (cost $6,063 and $5,433) 12,698 13,175
Short-term temporary investments
(cost approximates fair value) 38
Philip Morris Stock Fund:
Common stock
(cost $546,407 and $504,354) 794,210 724,969
Short-term temporary investments
(cost approximates fair value) 6,771 6,360
Participants' Loan Account:
Loans to Participants 36,592 36,401
---------- ----------
Total investments 1,896,719 1,718,366
Receivables:
Employer contributions receivable 733 -
Employee contributions receivable 409 -
Interest income 637 204
Dividend income 11,412 8,486
---------- ----------
Total assets 1,909,910 1,727,056
Liabilities:
Distributions and
other payables 388 -
---------- ----------
Net assets $1,909,522 $1,727,056
========== ==========
</TABLE>
-17-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
The changes in the Trust net assets for the year ended December 31, 1994 and
1993, were:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Additions:
Employer contributions $ 45,559 $ 37,538
Employee contributions 112,998 114,541
Transfers from predecessor trusts 54,833 140,700
Investment activities:
Interest 53,007 54,578
Dividends 40,029 33,575
Interest on participant loans 2,304 2,639
---------- ----------
95,340 90,792
Net appreciation (depreciation)
in fair value of investments 26,296 (255,146)
---------- ----------
Net investment activities 121,636 (164,354)
Deductions:
Distributions and withdrawals (150,932) (120,175)
General and administrative
expenses (1,628) (234)
---------- ----------
Increase in
Trust net assets 182,466 8,016
Net assets:
Beginning of year 1,727,056 1,719,040
---------- ----------
End of year $1,909,522 $1,727,056
========== ==========
</TABLE>
The transfers from the predecessor trusts for the year ended December 31,
1994, includes the transfer of assets to the Trust of the assets of the
former Entenmann's Plan in the amount of $52,343.
The transfers from predecessor trusts for the year ended December 31, 1993,
includes the transfer of assets to the Trust of the assets of the General
Foods Thrift-Investment Plan in the amount of $137,904.
-18-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(continued)
7. NET APPRECIATION (DEPRECIATION) 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 years ended
December 31, 1994 and 1993, and in the GF Trust for the year ended December
31, 1992 were:
<TABLE>
<CAPTION>
FREIHOFER
DIVERSIFIED EQUITABLE
EQUITY GOVERNMENT GOVERNMENT CAPITAL
INDEX SECURITIES SECURITIES PHILIP MORRIS MANAGEMENT
FUND FUND FUND (GF) STOCK FUND FUND TOTAL
------------ ----------- ----------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1994
- ----
Realized gains:
Proceeds $194,914 $ 3,955 $1,860 $ 44,214 $1,455 $246,398
Cost 135,224 3,969 1,867 31,833 659 173,552
-------- ------- ------ -------- ------ --------
Net realized gains
(losses) 59,690 (14) (7) 12,381 796 72,846
-------- ------- ------ -------- ------ --------
Unrealized (depreciation)
appreciation:
Beginning of year 59,995 1 (5) 220,615 7,743 288,349
End of year 3,838 (109) - 231,434 6,636 241,799
-------- ------- ------ -------- ------ --------
(Decrease) increase (56,157) (110) 5 10,819 (1,107) (46,550)
-------- ------- ------ -------- ------ --------
Net appreciation
(depreciation) in fair
value of investments $ 3,533 ($ 124) ($ 2) $ 23,200 ($ 311) $ 26,296
======== ======= ====== ======== ====== ========
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)
======== ======= ====== ======== ====== ========
</TABLE>
-19-
<PAGE>
GENERAL FOODS EMPLOYEE THRIFT-INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(in thousands of dollars)
(concluded)
<TABLE>
<CAPTION>
DIVERSIFIED
EQUITY GOVERNMENT
INDEX SECURITIES PHILIP MORRIS
FUND FUND (GF) STOCK FUND TOTAL
------------ ----------- -------------- ----------
<S> <C> <C> <C> <C>
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 Kraft Foods 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>
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 and the Plan as amended and in effect
through January 1, 1993 has been submitted to the Internal Revenue Service
for a determination that the Plan, as so amended, continues to constitute a
qualified plan under Section 401(a) of the Code and the related Trust
continues to be exempt from Federal income taxes under Section 501(a) of the
Code. 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 the
Nabisco Brands Employee Savings Plan, located in Naperville, Illinois
totaling approximately $800,000 were transferred to the Plan.
-20-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Management Committee for Employee Benefits of Kraft 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/ TERRY M. FAULK
---------------------------------
Terry M. Faulk, Chairman,
Management Committee for Employee
Benefits of Kraft General Foods, Inc.
Date: April 26, 1995
-21-
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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 -- 42.23%
COMMON STOCK -- 41.87%
TOBACCO -- 41.87%
Philip Morris Companies Inc. 13,812,339 $546,406,712 $794,209,493
SHORT-TERM INVESTMENTS -- 0.36%
GEBT Pyramid Directed
Account Cash Fund 6,770,867 6,770,867 6,770,867
------------ ------------
TOTAL PHILIP MORRIS STOCK FUND 553,177,579 800,980,360
------------ ------------
EQUITY INDEX FUND -- 11.29%
GEBT Equity Index Fund -- 11.27% 212,951 209,846,013 213,758,888
SHORT-TERM INVESTMENTS -- 0.02%
GEBT Short-Term Investment Fund 345,751 345,751 345,751
------------ ------------
TOTAL EQUITY INDEX FUND 210,191,764 214,104,639
------------ ------------
INTEREST INCOME FUND -- 43.16%
INVESTMENT CONTRACTS -- 39.44%
PARTICIPATION CONTRACTS WITH INSTITUTIONS -- 27.97%
New England Mutual Life
#GA 4832 9.00%
matures 5/15/95 16,809,447 16,809,447 16,809,447
Connecticut Mutual Life Ins. Co.
#70267 9.37%
matures 7/3/95 1,314,385 1,314,385 1,314,385
New York Life Ins. Co.
#05939 9.35%
matures 8/26/95 1,516,350 1,516,350 1,516,350
Great West Life
#K17020 9.50%
matures 10/3/95 8,811,813 8,811,813 8,811,813
Hartford Life Ins.
#GA-5245 8.97%
matures 10/31/95 7,824,347 7,824,347 7,824,347
</TABLE>
S-1
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Hartford Life Ins.
#GA 5246 8.80%
matures 10/31/95 4,861,183 $ 4,861,183 $ 4,861,183
Provident Mutual Life Ins. Co.
#8142-001 8.72%
matures 12/31/95 956,172 956,172 956,172
Confederation Life Ins.
#62325 9.33%
matures 1/2/96 21,109,885 21,109,885 21,109,885
Prudential
#K6160 9.40%
matures 2/3/96 38,551,424 38,551,424 38,551,424
Ohio National Life Co.
#5265 8.47%
matures 3/1/96 464,514 464,514 464,514
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 21,248,847 21,248,847 21,248,847
Mass Mutual
PGIC #10404 6.23%
matures 7/20/96 28,965,975 28,965,975 28,965,975
Prudential
GA 7269 6.60%
matures 8/15/96 60,530,955 60,530,955 60,530,955
Mass Mutual
#K5897 10.10%
matures 9/8/96 52,598,822 52,598,822 52,598,822
New York Life
#GA 20013 5.83%
matures 9/30/96 28,352,735 28,352,735 28,352,735
John Hancock
GAC# 6436 8.03%
matures 11/30/96 29,011,265 29,011,265 29,011,265
New York Life Ins. Co.
#06204 8.55%
matures 12/1/96 19,519,943 19,519,943 19,519,943
Connecticut General Ins.
GA-7771 7.15%
matures 1/1/97 32,273,747 32,273,747 32,273,747
</TABLE>
S-2
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Hartford Life Ins. Co.
#9108 8.74%
matures 5/1/97 27,383,064 $ 27,383,064 $ 27,383,064
Prudential Insurance Co. of America
GA-7270 5.86%
matures 12/1/97 2,304,788 2,304,788 2,304,788
Metropolitan Life Ins. Co.
Acct# 102503 5.64%
matures 12/1/97 1,188,552 1,188,552 1,188,552
Provident Mutual
#8159001 8.55%
matures 3/1/98 852,148 852,148 852,148
Mass Mutual
GAC 10223 8.36%
matures 4/30/98 10,157,780 10,157,780 10,157,780
Connecticut General Life Ins.
#25119 8.81%
matures 8/1/98 21,756,966 21,756,966 21,756,966
Aetna Life Ins. Co.
MV 6008 4.73%
matures 12/31/98 2,025,185 2,025,185 2,025,185
Hartford Life Ins. Co.
GA 10225 7.65%
matures 1/31/99 20,068,000 20,068,000 20,068,000
Allstate Life Insurance Company
#5428 6.15%
matures 4/30/99 36,615,741 36,615,741 36,615,741
Allstate Life Ins. Co.
GIC# 5581 7.23%
matures 5/20/99 1,920,033 1,920,033 1,920,033
Provident National Assurance
#02705689 6.96% 20,803,272 20,803,272 20,803,272
------------ ------------
TOTAL CONTRACTS 530,487,336 530,487,336
------------ ------------
FINANCIAL INSTITUTION POOLS -- 11.47%
National Westminster Bank
#SAM 0104A 5.80%
GEBT Short-Term Investment Fund 794,953 794,953
Confederation Life Ins.
matures 11/30/95 8.61% 10,580,242 10,580,242
</TABLE>
S-3
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
National Westminster Bank Contract (continued)
Federal National Mortgage Association Remic
matures 6/25/2005 6.25% $ 2,261,992 $ 2,261,992
Federal Home Loan Mtg. Corporation
matures 8/15/2005 6.25% 1,126,785 1,126,785
Federal National Mortgage Association
matures 8/25/2005 6.00% 488,337 488,337
Federal Home Loan Mtg. Corporation
matures 8/15/2008 6.50% 3,180,690 3,180,690
Federal National Mortgage Association Pool
matures 5/1/2009 7.00% 2,719,009 2,719,009
Federal National Mortgage Association Pool
matures 5/1/2009 6.50% 2,715,172 2,715,172
Federal Home Loan Mtg. Corporation Pool
matures 6/1/2009 6.50% 2,703,228 2,703,228
Federal Home Loan Mtg. Corporation Pool
matures 7/1/2009 7.00% 2,829,931 2,829,931
Federal Home Loan Mtg. Corporation Pool
matures 4/15/2011 5.00% 2,294,622 2,294,622
Federal National Mortgage Association
matures 8/25/2012 5.60% 1,512,835 1,512,835
Federal Home Loan Mtg. Corporation
matures 8/25/2013 6.70% 4,072,555 4,072,555
Federal National Mortgage Association
matures 9/25/2015 6.00% 2,227,037 2,227,037
Federal Home Loan Mtg. Corporation
matures 12/15/2015 6.50% 2,769,257 2,769,257
Federal National Mortgage Association
matures 6/25/2016 5.70% 4,203,806 4,203,806
Federal National Mortgage Association
matures 7/25/2016 5.65% 2,247,603 2,247,603
Federal Home Loan Mtg. Corporation
matures 1/15/2018 6.00% 4,180,009 4,180,009
Federal National Mortgage Association
matures 6/15/2018 7.00% 300,624 300,624
Federal National Mortgage Association
matures 1/25/2020 7.00% 4,121,824 4,121,824
Government National Mortgage Association
matures 5/15/2024 7.00% 3,493,390 3,493,390
----------- -----------
Total National Westminster Bank Contract 60,823,901 60,823,901
----------- -----------
</TABLE>
S-4
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Provident Life & Accident
#630-05581 5.45%
GEBT Short-Term Investment Fund $ 395,207 $ 395,207
U. S. Treasury Note
matures 3/31/96 5.13% 4,459,169 4,459,169
U. S. Treasury Note
matures 6/30/96 6.00% 2,214,456 2,214,456
U. S. Treasury Note
matures 11/30/98 5.13% 3,620,847 3,620,847
U. S. Treasury Note
matures 8/15/2002 6.38% 2,206,531 2,206,531
Federal Home Loan Mtg. Corporation
matures 9/15/2002 4.85% 2,629,197 2,629,197
Federal National Mortgage Association Remic
matures 7/25/2003 5.40% 2,748,948 2,748,948
U. S. Treasury Note
matures 8/15/2003 5.75% 655,218 655,218
Federal Home Loan Mtg. Corporation
matures 9/15/2008 6.00% 1,669,489 1,669,489
Federal Home Loan Mtg. Corporation
matures 11/1/2008 6.00% 2,446,464 2,446,464
Federal National Mortgage Association Pool
matures 7/1/2009 6.00% 2,454,934 2,454,934
Federal National Mortgage Association
matures 9/25/2019 5.50% 2,507,835 2,507,835
Federal National Mortgage Association
matures 8/25/2023 3.00% 2,350,655 2,350,655
Federal National Mortgage Association Pool
matures 6/1/2024 6.50% 2,430,410 2,430,410
----------- -----------
Total Provident Life & Accident Contract 32,789,360 32,789,360
----------- -----------
Commonwealth Life
No. ADA 00044TR 6.20%
GEBT Short-Term Investment Fund 6,140,932 6,140,932
Standard Credit Card Master Trust
matures 8/7/96 5.88% 2,785,615 2,785,615
MBNA Master Credit Card Trust
matures 8/15/99 6.20% 2,615,626 2,615,626
U. S. Treasury Note
matures 8/15/2003 5.75% 1,215,288 1,215,288
Federal National Mortgage Association
matures 9/9/2003 5.97% 503,428 503,428
</TABLE>
S-5
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Commonwealth Life (continued)
Federal Home Loan Mtg. Corporation
matures 2/15/2005 6.65% $ 5,117,332 $ 5,117,332
Federal National Mortgage Association
matures 5/25/2005 6.70% 5,085,199 5,085,199
Federal Home Loan Mtg. Corporation
matures 8/15/2005 6.70% 5,114,176 5,114,176
Federal National Mortgage Association
matures 11/25/2005 7.15% 2,081,284 2,081,284
Federal National Mortgage Association Pool
matures 8/25/2006 6.00% 4,681,238 4,681,238
Student Loan Mortgage Association
matures 8/1/2007 7.13% 673,644 673,644
Federal National Mortgage Association Pool
matures 7/1/2009 7.00% 7,966,780 7,966,780
Federal Home Loan Mtg. Corporation
matures 12/15/2018 6.00% 2,448,917 2,448,917
Government National Mortgage Association Pool
matures 5/15/2024 6.50% 8,606,532 8,606,532
Federal National Mortgage Association Pool
matures 9/1/2024 7.00% 1,013,552 1,013,552
----------- -----------
Total Commonwealth Life Insurance Company Contract 56,049,543 56,049,543
----------- -----------
Peoples Life Insurance Company
No. 106873 6.30%
GEBT Short-Term Investment Fund 1,585,926 1,585,926
U. S. Treasury Note
matures 2/15/97 4.75% 5,691,311 5,691,311
Premier Auto Trust
matures 5/2/98 6.45% 716,013 716,013
Federal Home Loan Mtg. Corporation Remic
matures 12/15/98 5.50% 2,259,788 2,259,788
U. S. Treasury Note
matures 2/28/99 5.50% 5,000,198 5,000,198
American Express Master Trust
matures 7/15/2001 5.38% 1,307,797 1,307,797
Federal Home Loan Mtg. Corporation Pool
matures 11/1/2001 8.00% 600,817 600,817
Federal Home Loan Mtg. Corporation Remic
matures 1/15/2002 4.75% 2,264,465 2,264,465
U. S. Treasury Note
matures 8/15/2003 5.75% 4,754,519 4,754,519
</TABLE>
S-6
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Peoples Life Insurance Company (continued)
Standard Credit Card Master Trust
matures 11/7/2003 8.25% $ 707,098 $ 707,098
U. S. Treasury Note
matures 2/15/2004 5.88% 5,303,212 5,303,212
Federal National Mortgage Association Pool
matures 11/1/2005 10.5% 2,344,515 2,344,515
Federal Home Loan Mtg. Corporation
matures 2/15/2007 4.25% 5,098,732 5,098,732
Federal Home Loan Mtg. Corporation Pool
matures 5/1/2009 6.00% 2,723,201 2,723,201
Federal Home Loan Mtg. Corporation Pool
matures 6/1/2009 6.50% 3,762,602 3,762,602
Federal National Mortgage Association Pool
matures 7/1/2009 6.00% 1,541,756 1,541,756
Federal National Mortgage Association Pool
matures 7/1/2009 7.00% 1,569,144 1,569,144
Federal Home Loan Mtg. Corporation
matures 12/15/2010 5.25% 1,140,888 1,140,888
Federal National Mortgage Association
matures 3/25/2012 5.00% 1,643,122 1,643,122
Federal Home Loan Mtg. Corporation Remic
matures 1/15/2014 5.75% 1,654,250 1,654,250
Federal Home Loan Mtg. Corporation
matures 1/15/2014 5.25% 4,963,834 4,963,834
Government National Mortgage Association
matures 9/15/2019 9.00% 104,348 104,348
Federal National Mortgage Association
matures 12/15/2019 6.00% 517,066 517,066
Government National Mortgage Association
matures 12/15/2019 9.00% 1,020,639 1,020,639
Government National Mortgage Association
matures 1/15/2020 9.00% 301,399 301,399
Government National Mortgage Association
matures 6/15/2020 9.00% 523,575 523,575
Government National Mortgage Association
matures 9/15/2020 9.00% 2,606,244 2,606,244
Government National Mortgage Association
matures 10/20/2021 9.50% 1,868,436 1,868,436
Government National Mortgage Association
matures 8/15/2022 9.00% 1,503,327 1,503,327
Government National Mortgage Association
matures 5/15/2024 6.50% 2,660,344 2,660,344
</TABLE>
S-7
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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)
Peoples Life Insurance Company (continued)
Government National Mortgage Association
matures 1/15/2025 9.00% $ 143,441 $ 143,441
------------ ------------
Total Peoples Life Insurance Company Contract 67,882,007 67,882,007
------------ ------------
TOTAL POOLS 217,544,811 217,544,811
------------ ------------
TOTAL INVESTMENT CONTRACTS 748,032,147 748,032,147
------------ ------------
SHORT-TERM INVESTMENTS -- 3.72%
GEBT Short-Term Investment Fund 65,639,936 65,639,936 65,639,936
GEBT Stable Value Government Fund 4,878,264 4,878,264 4,878,264
------------ ------------
TOTAL SHORT-TERM INVESTMENTS 70,518,200 70,518,200
------------ ------------
TOTAL INTEREST INCOME FUND 818,550,347 818,550,347
------------ ------------
GOVERNMENT SECURITIES FUND -- 0.67%
GOVERNMENT SECURITIES -- 0.49%
United States Treasury Note,
4.125% due 5/31/95 6,000,000 5,986,094 5,944,680
United States Treasury Note,
4.125% due 6/30/95 1,500,000 1,507,031 1,482,420
United States Treasury Note,
4.00% due 1/31/96 500,000 497,539 482,735
United States Treasury Note,
6.00% due 6/30/96 1,500,000 1,495,273 1,467,660
------------ ------------
TOTAL GOVERNMENT SECURITIES 9,485,937 9,377,495
------------ ------------
FEDERAL AGENCY OBLIGATIONS -- 0.08%
Student Loan Marketing Association
Medium Term Note SER97 BB
8.29% due 12/22/97 1,500,000 1,500,000 1,499,394
------------ ------------
TOTAL FEDERAL AGENCY OBLIGATIONS 1,500,000 1,499,394
------------ ------------
TOTAL SECURITIES 10,985,937 10,876,889
------------ ------------
</TABLE>
S-8
<PAGE>
KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST
SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
<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>
SHORT-TERM INVESTMENTS -- 0.10%
BT Pyramid Government Securities Cash Fund 1,919,760 $ 1,919,760 $ 1,919,760
-------------- --------------
TOTAL GOVERNMENT SECURITIES FUND 12,905,697 12,796,649
-------------- --------------
GOVERNMENT SECURITIES FUND (GF) -- 0.05%
GOVERNMENT SECURITIES -- 0.02%
United States Treasury Bill,
due 6/1/95 500,000 484,703 484,703
-------------- --------------
SHORT-TERM INVESTMENTS -- 0.03%
BT Pyramid Government Securities Cash Fund 511,401 511,401 511,401
-------------- --------------
TOTAL SHORT-TERM INVESTMENTS 996,104 996,104
-------------- --------------
TOTAL GOVERNMENT SECURITIES FUND (GF) 996,104 996,104
-------------- --------------
FREIHOFER EQUITABLE
CAPITAL MANAGEMENT FUND -- 0.67%
Equitable Capital Management
Corporation Combined
Equity Account 365 6,062,740 12,698,331
-------------- --------------
TOTAL FREIHOFER EQUITABLE
CAPITAL MANAGEMENT FUND 6,062,740 12,698,331
-------------- --------------
PARTICIPANTS' LOAN ACCOUNT -- 1.93%
Participants' Loans 36,592,584 36,592,584 36,592,584
-------------- --------------
TOTAL INVESTMENTS $1,638,476,815 $1,896,719,014
============== ==============
</TABLE>
S-9
<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 April 14, 1995, on our
audits of the financial statements of the General Foods Employee Thrift-
Investment Plan as of December 31, 1994 and 1993 and for the years ended
December 31, 1994, 1993 and 1992, and the financial statement schedule as of
December 31, 1994, which report is included in this annual report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
April 26, 1995
