<PAGE>
Exhibit 1
NABISCO EMPLOYEE SAVINGS PLAN
INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 30, 1999 AND 1998
<PAGE>
NABISCO EMPLOYEE SAVINGS PLAN
-----------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 30, 1999 and 1998 2
Statements of Changes in Net Assets Available
for Benefits for the Years Ended December 30,
1999 and 1998 3
Notes to Financial Statements 4-13
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Nabisco Employee
Benefits Committee:
We have audited the accompanying statements of net assets available for
benefits of Nabisco, Inc. Employee Savings Plan (the "Plan") as of December
30, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
30, 1999 and 1998, and the changes in net assets available for benefits for
the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 23, 2000
<PAGE>
NABISCO EMPLOYEE SAVINGS PLAN
-----------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
As of December 30,
----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Master Trust investments at fair value -
Notes 1, 2 & 3
Interest in commingled funds $142,290,596 $120,190,794
Loans to participants 7,322,344 6,246,474
------------ ------------
Total Master Trust investments 149,612,940 126,437,268
------------ ------------
Receivables
Investment income receivable 1,199,205 230,394
Due from Trustee for sale of investments 120,751 188,046
------------ ------------
Total Receivables 1,319,956 418,440
------------ ------------
TOTAL ASSETS 150,932,896 126,855,708
------------ ------------
LIABILITIES
Due to Trustee for purchase of investments 38,728 116,308
Payable to Nabisco, Inc. 42,339 44,852
Administrative fees 8,044 21,109
------------ ------------
TOTAL LIABILITIES 89,111 182,269
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $150,843,785 $126,673,439
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE>
NABISCO EMPLOYEE SAVINGS PLAN
-----------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 30,
----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS:
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME
Net appreciation/(depreciation) in fair
value of investments - Note 3 $ 10,341,311 $ 8,018,847
Interest and dividends 3,941,176 4,502,967
------------ ------------
TOTAL INVESTMENT INCOME 14,282,487 12,521,814
------------ ------------
CONTRIBUTIONS
Employee 19,304,891 17,905,073
Employer 3,643,638 3,313,130
------------ ------------
TOTAL CONTRIBUTIONS 22,948,529 21,218,203
------------ ------------
DEDUCTIONS
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Administrative fees 368,199 389,965
Employee withdrawals - Note 4 13,014,058 8,597,231
------------ ------------
TOTAL DEDUCTIONS 13,382,257 8,987,196
------------ ------------
Net transfers from the Plan - Note 6 321,587 3,393,947
------------ ------------
Net increase 24,170,346 28,146,768
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF YEAR 126,673,439 98,526,671
------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $150,843,785 $126,673,439
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
NABISCO EMPLOYEE SAVINGS PLAN
-----------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The Nabisco Employee Savings Plan (the "Plan") is a voluntary defined
contribution plan for eligible hourly employees of Nabisco, Inc. and
eligible participating subsidiaries. The Plan was established effective
February 1, 1987 and is sponsored by Nabisco, Inc. (the "Company"). The
Plan is currently maintained in the Nabisco, Inc. Defined Contribution
Master Trust ("the Trust"). The Trust was established effective
June 21, 1999 for the Nabisco plans previously maintained in the RJR
Nabisco, Inc. ("RJRN") Defined Contribution Master Trust (the "RJR
Trust"). The assets and related liabilities within the funds for
employees of Nabisco prior to the split of the RJR Trust were
transferred to establish the Trust. As a result, the Statement of
Changes in Net Assets for the year ended December 30, 1999 for the Plan
represents activity from the Trust and the RJR Trust, prior to and
after the split, respectively.
Employees may contribute, through payroll deductions, up to 16% of
compensation. The Plan allows certain employees to make pre-tax
contributions. At certain locations, the Company does not match
participant contributions. In other locations, the Company matches
participant contributions in an amount equal to 25% of each
participant's basic contribution (1% to 6% of base pay) for each
payroll period, except that the Company contributions for Holland
participants are 40% of each Holland participant's basic contribution.
Pre-tax contributions in excess of 6% of compensation and contributions
made on an after-tax basis shall not be matched. Forfeitures of
non-vested Company contributions are used to reduce future Company
contributions to the Plan. Although it has not expressed any intent to
do so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants
will become 100 percent vested in their accounts.
Effective July 1, 1998, the assets attributable to the hourly employees
of the Cornnuts, Inc. Profit Sharing and Retirement Plan (the "Cornnuts
Plan") were spun-off and transferred into the Plan (the "Cornnuts
Acquisition"). As a result, net assets of $2,010,716, including loans
of $180,610, were transferred to the Plan during the third quarter of
1998.
The Loan Fund is a recordkeeping fund that holds employee promissory
notes. Participants may apply to the Nabisco Employee Benefits
Committee (the "Committee") to borrow vested funds from their account.
The Committee maintains sole discretion on whether to permit a loan in
accordance with the conditions specified under the terms of the Plan
agreement. Loans may not be less than $1,000 and are subject to a
maximum amount based on account balance and prior loan amounts. Only
one loan per participant may be outstanding at any given time.
Under the provisions of the Plan, participating employees may elect to
invest their contributions in one or more of the following investment
funds (see explanation of commingled funds in Note 2):
- 4 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - CONTINUED
Continuing Funds:
Interest Income Fund The Interest Income Fund seeks to achieve
long-term growth in assets through
compounding of interest income. This Fund
consists largely of a diversified
portfolio of investment contracts issued
by insurance companies and banks
("GICs"). The Fund also invests in what
are known as synthetic GICs -
fixed-income securities such as
high-grade bonds, mortgage-backed
securities, or asset-backed securities
that are "wrapped" by a contract with a
high-quality financial institution. A
"wrap" contract assures the book value of
the underlying security. The combination
of GICs and synthetic GICs make up about
75% of the Fund. The remainder of the
Fund consists of a fixed-income
Government Bond Index Fund with an
average maturity of 1 to 3 years. This
index fund invests in U.S. Treasuries and
Government Agency securities. This Fund
also maintains a very small level of cash
to provide liquidity in processing daily
transactions.
Total Stock Market Fund The Total Stock Market Fund seeks to
maximize long-term financial return
through a combination of dividend income
and capital appreciation by investing in
a broadly diversified portfolio of common
stock. The objective of this Fund is to
capture the return of the total U.S.
stock market for the investor. This Fund
is designed to parallel the returns of
the U.S. stock market through passive
investment in the Vanguard Index Trust -
Total Stock Market Portfolio. The
portfolio holds stocks of nearly 2,000
companies in an effort to match the
performance and risk characteristics of
the entire U.S. Stock market as
represented by the Wilshire 5000 Index.
The Fund will also maintain a very small
level of cash to provide for liquidity in
processing daily transactions.
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - CONTINUED
Total International Fund The Total International Fund seeks to
maximize long-term total return through a
combination of dividend income and
capital appreciation by investing in a
broadly diversified portfolio of
companies located in European, Pacific
and emerging market nations. The Fund is
designed to parallel the return of the
major-stock markets of the world,
excluding the U.S. and Canada. This Fund
invests in the Vanguard STAR Fund - Total
International Portfolio. The portfolio
holds stocks of about 1,500 companies
located in approximately 30 countries
around the world (excluding the U.S. and
Canada). The Fund will also maintain a
very small level of cash to provide for
liquidity in processing daily
transactions.
Conservative Growth Fund The Conservative Growth Fund seeks to
maximize long-term total return primarily
through compounding of interest income
and secondarily through dividend income
and capital appreciation of common
stocks. The Fund provides investors with
a conservative mix of broadly diversified
investments in fixed-income securities
and U.S. and International common stocks.
This Fund invests in the Vanguard
LifeStrategy Conservative Portfolio which
invests in a combination of Vanguard
funds to achieve a target mix of 40%
stocks, 40% bonds, and 20% short-term
reserves. Bonds and short-term reserves
provide income while offsetting some of
the stock market's volatility; stocks
offer the potential for growth and income
from dividends. The Fund will also
maintain a very small level of cash to
provide for liquidity in processing daily
transactions.
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - CONTINUED
Moderate Growth Fund The Moderate Growth Fund seeks to
maximize long-term total return through a
combination of compounding of interest
income and through dividend income and
capital appreciation of common stock. The
Fund provides investors with a moderate
mix of broadly diversified investment of
U.S. and International common stocks and
fixed-income securities. This Fund
invests in the Vanguard LifeStrategy
Moderate Growth Portfolio which invests
in a combination of Vanguard funds to
achieve a target mix of 60% stocks and
40% bonds. Bonds provide income while
offsetting some of the stock market's
volatility; stocks offer the potential
for growth and income from dividends. The
Fund will also maintain a very small
level of cash to provide for liquidity in
processing daily transactions.
Growth Fund The Growth Fund seeks to maximize
long-term total return primarily through
capital appreciation and secondarily
through dividend income and compounding
of interest income. The Fund provides
investors with a broadly diversified
exposure to U.S. and International stocks
tempered with a modest position in
fixed-income securities. This Fund
invests in the Vanguard LifeStrategy
Growth Portfolio which invests in a
combination of Vanguard funds to achieve
a target mix of 80% stocks and 20% bonds.
Bonds provide income while offsetting
some of the stock market's volatility;
stocks offer the potential for growth and
income from dividends. The Fund will also
maintain a very small level of cash to
provide for liquidity in processing daily
transactions.
Nabisco Group Holdings The Nabisco Group Holdings Common Stock
Common Stock Fund Fund seeks to maximize long-term total
return through capital appreciation and
dividend income. This Fund is invested
primarily in the common stock of Nabisco
Group Holdings Corp. The Fund will also
maintain a very small level of cash to
provide for liquidity in processing daily
transactions.
-7-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - CONTINUED
Nabisco Common Stock Fund The Nabisco Common Stock Fund seeks to
maximize long-term total return through
capital appreciation and dividend income.
This Fund is invested primarily in the
class A common stock of Nabisco Holdings
Corp. The Fund will also maintain a very
small level of cash to provide for
liquidity in processing daily
transactions.
RJR Common Stock Fund The RJR Common Stock Fund seeks to
maximize long-term total return through
capital appreciation and dividend income.
This Fund is invested primarily in the
common stock of R. J. Reynolds Tobacco
Holdings, Inc. The Fund will also
maintain a very small level of cash to
provide for liquidity in processing daily
transactions. This Fund is a frozen fund
which holds stock transferred from the
RJR Common Stock Fund under the RJR Plan.
Participants are prohibited from
investing contributions or reallocating
amounts held under the plan to this Fund.
Loan Fund Participant borrowings from the Plan
subject to requirements established by
the Committee.
Additional information about the Plan agreement and the vesting and
benefit provisions is contained in the Summary Plan Description
provided to participants.
2. SIGNIFICANT ACCOUNTING POLICIES
COMMINGLED FUNDS - The Nabisco, Inc. Defined Contribution Master Trust
(the "Trust") administers pooled assets and related liabilities within
various funds established on behalf of participating defined
contribution plans for employees of Nabisco and affiliated companies.
Each participating defined contribution plan owns an interest in the
fair value of net assets held in the Trust. The trustee and custodian
of the Trust is Wachovia Bank, N.A.
VALUATION OF INVESTMENTS IN MASTER TRUST - All investments held by the
Trust are valued at fair value as follows. Securities which are traded
on a national securities exchange are valued at the last reported sales
price on the last business day of the Plan year. Over-the-counter
investments traded on the NASDAQ and listed securities for which no
sale was reported on the last business day of the Plan year are valued
at the average of the last reported bid and ask prices. All other
over-the-counter investments are valued at the last reported bid. The
fair market value of fixed income investments is based on an
institutional based pricing system. Investment grade bonds are valued
on a pricing system based on treasury securities. The fair market value
of the participation units in common trust funds is based on quoted
redemption value on the last business day of the Plan year. Guaranteed
investment contracts are valued at contract value plus accrued
interest.
PLAN EXPENSES - Expenses relating to the purchase or sale of
investments are included in the cost or deducted from the proceeds,
respectively. Direct charges and expenses including investment
manager fees attributable to specific investment funds may be
charged against that investment fund. Other Plan expenses such as
trustee, auditor, general Plan recordkeeping, and Internal Revenue
Service ("IRS") user fees may be paid directly from the Trust. Other
expenses continue to be paid by Nabisco.
-8-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS - Certain 1998 amounts have been reclassified to
conform to the 1999 presentation.
In September 1999, The American Institute of Certified Public
Accountants issued Statement of Position No. 99-3 (SOP 99-3),
"Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters". Effective for fiscal year
1999, the Plan adopted (SOP 99-3), which simplifies disclosures for
certain participant directed investments. Accordingly, information
for both 1999 and 1998 are presented in the aggregate for all
related funds.
3. INVESTMENTS
Within the Trust at December 30, 1999, the Plan owned 11.03, 14.49,
11.20, 11.68, 13.21, 12.18, 28.50, 13.18, 31.82 and 34.86 percent of
the total current value of the investments of the Interest Income Fund,
Total Stock Market Fund, Total International Fund, Conservative Growth
Fund, Moderate Growth Fund, Growth Fund, Nabisco Group Holdings Common
Stock Fund, Nabisco Common Stock Fund, RJR Common Stock Fund, and the
Loan Fund, respectively.
Within the RJR Trust at December 30, 1998, the Plan owned 4.81, 6.30,
4.92, 4.58, 6.30, 6.49, 12.79, 10.30 and 15.92 percent of the total
current value of the investments of the Interest Income Fund, Total
Stock Market Fund, Total International Fund, Conservative Growth Fund,
Moderate Growth Fund, Growth Fund, Nabisco Group Holdings Common Stock
Fund (RJRN Common Stock Fund prior to split), Nabisco Common Stock Fund
and the Loan Fund, respectively.
Investment income and the net appreciation (depreciation) in the fair
value of the investments held by the Trust are allocated to the
participating defined contribution plans based on each plan's
percentage interest in the fair value of such investments.
During 1999 and 1998, the Trust's and the RJR Trust's investments,
respectively, (including investments bought, sold, as well as held
during the period) appreciated (depreciated) in fair value as
reflectd in the following chart. For 1999, the plan's interest in
net appreciaton (depreciation) in fair value within the chart
includes amounts resulting from the period when the plan was
maintained under the RJR Trust (December 31, 1999 through June 13
1999) and the Trust (June 14, 1999 through December 30, 1999)
-9-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
3. INVESTMENTS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999 YEAR ENDED DECEMBER 31, 1998
------------------------------- ------------------------------
Net Appreciation Net Appreciation
(Depreciation) Fair (Depreciation) Fair
in Fair Value Value at in Fair Value Value at
During Year End of Year During Year End of Year
---------------- ----------- ---------------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME FUND
Guaranteed investment contracts,
(contract rates ranging from 4.924%
to 7.69% at December 31, 1999) $ -- $195,382,755
Bond investment funds 3,036 72,516,810 8,960,079 129,146,280
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 23,839,262 -- 27,232,422
------------ ------------ ------------ ------------
$ 3,036 $291,738,827 $ 8,960,079 $592,333,225
------------ ------------ ------------ ------------
Plan's interest therein $ 798,914 $ 32,178,057 $ 212,443 $ 28,474,130
------------ ------------ ------------ ------------
TOTAL STOCK MARKET FUND
Equity investment funds $ 68,234,607 $501,249,131 $159,320,805 $904,997,311
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 6,191,060 -- 3,817,740
------------ ------------ ------------ ------------
$ 68,234,607 $507,440,191 $159,320,805 $908,815,051
------------ ------------ ------------ ------------
Plan's interest therein $ 12,934,204 $ 73,539,448 $ 9,317,729 $ 57,251,574
------------ ------------ ------------ ------------
TOTAL INTERNATIONAL FUND
Equity investment funds $ 5,154,123 $ 30,406,195 $ 3,942,151 $ 35,743,474
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 559,632 -- 473,673
------------ ------------ ------------ ------------
$ 5,154,123 $ 30,965,827 $ 3,942,151 $ 36,217,147
------------ ------------ ------------ ------------
Plan's interest therein $ 640,229 $ 3,468,309 $ 153,576 $ 1,781,985
------------ ------------ ------------ ------------
NGH COMMON STOCK FUND
Nabisco Group Holdings Corp.
Common Stock $(15,689,033) $ 16,566,288 $(20,825,390) $ 92,213,077
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 259,079 -- 1,561,038
------------ ------------ ------------ ------------
$(15,689,033) $ 16,825,367 $(20,825,390) $ 93,774,115
------------ ------------ ------------ ------------
Plan's interest therein $ (7,693,406) $ 4,794,744 $ (2,807,354) $ 11,995,335
------------ ------------ ------------ ------------
</TABLE>
-10-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
3. INVESTMENTS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999 YEAR ENDED DECEMBER 31, 1998
------------------------------- ------------------------------
Net Appreciation Net Appreciation
(Depreciation) Fair (Depreciation) Fair
in Fair Value Value at in Fair Value Value at
During Year End of Year During Year End of Year
---------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C>
NABISCO COMMON STOCK FUND
Nabisco Holdings Corp. Class A
Common Stock $(8,715,309) $ 25,802,818 $ (2,735,867) $ 35,771,834
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- (229,615) -- 834,522
----------- ------------ ------------- ------------
$(8,715,309) $ 25,573,203 $ (2,735,867) $ 36,606,356
----------- ------------ ------------- ------------
Plan's interest therein $(1,058,671) $ 3,371,444 $ (371,454) $ 3,769,202
----------- ------------ ------------- ------------
CONSERVATIVE GROWTH FUND
Equity investment funds $ 974,666 $ 36,173,818 $ 5,273,309 $ 66,217,573
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 707,472 -- 540,960
----------- ------------ ------------- ------------
$ 974,666 $ 36,881,290 $ 5,273,309 $ 66,758,533
----------- ------------ ------------- ------------
Plan's interest therein $ 118,739 $ 4,306,643 $ 200,874 $ 3,054,992
----------- ------------ ------------- ------------
MODERATE GROWTH FUND
Equity investment funds $ 3,939,819 $ 64,205,239 $ 11,173,453 $ 104,205,476
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 888,475 -- 689,653
----------- ------------ ------------- ------------
$ 3,939,819 $ 65,093,714 $ 11,173,453 $ 104,895,129
----------- ------------ ------------- ------------
Plan's interest therein $ 554,947 $ 8,595,937 $ 519,606 $ 6,610,929
----------- ------------ ------------- ------------
GROWTH FUND
Equity investment funds $ 8,105,084 $ 83,191,282 $ 14,371,237 $ 111,018,155
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 1,038,466 -- 749,604
----------- ------------ ------------- ------------
$ 8,105,084 $ 84,229,748 $ 14,371,237 $ 111,767,759
----------- ------------ ------------- ------------
Plan's interest therein $ 1,240,090 $ 10,263,301 $ 793,427 $ 7,252,647
----------- ------------ ------------- ------------
</TABLE>
-11-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
3. INVESTMENTS - CONTINUED
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999 YEAR ENDED DECEMBER 31, 1998
------------------------------- ------------------------------
Net Appreciation Net Appreciation
(Depreciation) Fair (Depreciation) Fair
in Fair Value Value at in Fair Value Value at
During Year End of Year During Year End of Year
---------------- ----------- ---------------- ------------
<S> <C> <C> <C> <C>
RJR COMMON STOCK FUND
RJ Reynolds Tobacco Holdings
Corp. Common Stock $(6,638,392) $ 5,548,914 $ -- $ --
Wachovia Bank, N.A.
Diversified Short-Term
Investment Fund -- 21,980 -- --
------------ ------------ ------------ ------------
(6,638,392) 5,570,894 -- --
------------ ------------ ------------ ------------
Plan's interest therein $ 2,806,265 $ 1,772,714 $ -- $ --
------------ ------------ ------------ ------------
LOAN FUND
Loans to participants $ -- $21,005,493 $ -- $ 39,234,647
------------ ------------ ------------ ------------
$ -- $21,005,493 $ -- $ 39,234,647
------------ ------------ ------------ ------------
Plan's interest therein $ -- $ 7,322,344 $ -- $ 6,246,474
------------ ------------ ------------ ------------
</TABLE>
-12-
<PAGE>
NOTES TO FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------
4. WITHDRAWALS
At December 30, 1999 and 1998, employee withdrawal requests of $212,963
and $150,008, respectively, were not accrued in accordance with the
AICPA Audit and Accounting Guide "Audits of Employee Benefit Plans".
5. INCOME TAX STATUS
The IRS has determined and informed the Company by letter dated March
1996 that the Plan and related Trust are designed in accordance with
applicable sections of the Internal Revenue Code (the "Code"). The plan
administrator believes that the Plan is currently being operated in
compliance with the applicable requirements of the Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
6. NET TRANSFERS TO/FROM THE PLAN
During 1999 and 1998, net transfers of assets of $321,587 and
$3,393,947, respectively, were made to/(from) the Plan due to the
Cornnuts Acquisition, company divestitures and employees transferring
between affiliated plans.
7. SALE OF BUSINESS AND TRANSFER OF ASSETS
An Asset Purchase Agreement (the "Agreement") dated July 17, 1998
between ConAgra, Inc. and Nabisco, Inc. was entered into to provide in
part for the sale of Nabisco's Tablespreads business. Based upon the
terms of the Agreement, transferred employees who were participants of
the Plan became fully vested and active participation in the Plan
ceased as of the closing date. Additionally, the Plan was amended to
provide for the direct trustee-to-trustee transfer of assets
representing the full account balances of transferred employees. On
January 4, 1999, net assets of $281,536 were transferred from the Plan
to ConAgra, Inc. in accordance with the terms of the Agreement.
-13-
