-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DyeCdc52D0jLTlXIWhvX6tr++ZFHSmS+52v4qPWBjx0fR9NoJGu8PqkjfV+a4yWl L6U/ZHqI38PFRgvHRN9W6w== 0000950130-95-000811.txt : 19950428 0000950130-95-000811.hdr.sgml : 19950428 ACCESSION NUMBER: 0000950130-95-000811 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950427 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP MORRIS COMPANIES INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 133260245 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08940 FILM NUMBER: 95532017 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-880-3870 MAIL ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 11-K 1 FORM 11-K =============================================================================== 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 -------------------------- Kraft 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.) =============================================================================== KRAFT FOODS THRIFT 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......................... 9-21 SIGNATURES.............................................. 22 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- 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 Kraft Foods Thrift Plan: We have audited the accompanying statements of financial condition of the Kraft Foods Thrift 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- KRAFT FOODS THRIFT PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 (IN THOUSANDS OF DOLLARS) ----------
FREIHOFER EQUITABLE EQUITY INTEREST GOVERNMENT CAPITAL PARTICIPANTS' INDEX INCOME SECURITIES MANAGEMENT PHILIP MORRIS LOAN FUND FUND FUND FUND STOCK FUND ACCOUNT TOTAL -------- -------- ---------- ----------- -------------- -------------- ---------- ASSETS: Allocated share of Trust net assets $210,477 $770,911 $12,910 $12,738 $729,798 $36,587 $1,773,421 Employer contributions receivable 585 752 63 1,663 3,063 Employee contributions receivable 53 79 34 166 Interfund receivables (payables) 9,274 6,066 2,557 (12,738) (5,159) - Participants' loan repayments receivables (payables) 4 17 18 (39) - -------- -------- ------- ------- -------- ------- ---------- Total assets 220,393 777,825 15,530 726,354 36,548 1,776,650 -------- -------- ------- ------- -------- ------- ---------- LIABILITIES: Distributions and withdrawals payable 1,189 6,926 140 5,633 54 13,942 Undistributed participants' loans 137 407 14 330 (888) - General and administrative expenses payable 17 57 1 59 134 -------- -------- ------- ------- -------- ------- ---------- Total liabilities 1,343 7,390 155 6,022 (834) 14,076 -------- -------- ------- ------- -------- ------- ---------- Plan equity $219,050 $770,435 $15,375 $ - $720,332 $37,382 $1,762,574 ======== ======== ======= ======= ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -4- KRAFT FOODS THRIFT PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 (IN THOUSANDS OF DOLLARS) ----------
EQUITY INTEREST GOVERNMENT PARTICIPANTS' INDEX INCOME SECURITIES PHILIP MORRIS LOAN FUND FUND FUND STOCK FUND ACCOUNT TOTAL -------- -------- ----------- -------------- -------------- ---------- 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 ======== ======== ======= ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -5- KRAFT FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS OF DOLLARS) --------
FREIHOFER EQUITABLE EQUITY INTEREST GOVERNMENT CAPITAL PARTICIPANTS' INDEX INCOME SECURITIES MANAGEMENT PHILIP MORRIS LOAN FUND FUND FUND FUND STOCK FUND ACCOUNT TOTAL --------- --------- ----------- ---------- -------------- -------------- ----------- ADDITIONS: Employer contributions $ 5,807 $ 12,080 $ 613 $ 20,134 $ 38,634 Employee contributions 20,249 33,870 1,971 41,845 97,935 Allocated share of Trust investment activities: Interest income 15 46,123 532 216 $ 2,306 49,192 Dividend income 35,624 35,624 Net appreciation (depreciation) in fair value of investments 3,490 (124) 20,682 24,048 -------- -------- ------- -------- ------- ---------- 3,505 46,123 408 56,522 2,306 108,864 -------- -------- ------- -------- ------- ---------- Total additions 29,561 92,073 2,992 118,501 2,306 245,433 -------- -------- ------- -------- ------- ---------- DEDUCTIONS: Distributions and withdrawals (14,735) (64,190) (982) (44,779) (2,636) (127,322) General and administrative expenses (199) (721) (18) (525) (1,463) -------- -------- ------- -------- ------- ---------- Total deductions (14,934) (64,911) (1,000) (45,304) (2,636) (128,785) -------- -------- ------- -------- ------- ---------- Net transfers among funds 17,811 27,504 2,143 ($12,738) (34,720) - Transfers from predecessor trusts 5,346 58,431 246 12,738 34,951 1,244 112,956 Participants' loans (2,598) (7,251) (140) (6,751) 16,740 - Participants' loan repayments 2,688 7,003 185 7,646 (17,522) - -------- -------- ------- ------- -------- ------- ---------- Net additions 37,874 112,849 4,426 - 74,323 132 229,604 PLAN EQUITY: Beginning of year 181,176 657,586 10,949 646,009 37,250 1,532,970 -------- -------- ------- ------- -------- ------- ---------- End of year $219,050 $770,435 $15,375 $ - $720,332 $37,382 $1,762,574 ======== ======== ======= ======= ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -6- KRAFT FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1993 (IN THOUSANDS OF DOLLARS) ----------
EQUITY INTEREST GOVERNMENT PARTICIPANTS' INDEX INCOME SECURITIES PHILIP MORRIS LOAN FUND FUND FUND STOCK FUND ACCOUNT TOTAL --------- --------- ----------- -------------- -------------- ----------- 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 ======== ======== ======= ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -7- KRAFT FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1992 (IN THOUSANDS OF DOLLARS) ----------
EQUITY INTEREST GOVERNMENT PARTICIPANTS' INDEX INCOME SECURITIES PHILIP MORRIS LOAN FUND FUND FUND STOCK FUND ACCOUNT TOTAL --------- --------- ----------- -------------- -------------- ----------- 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 ======== ======== ====== ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -8- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. GENERAL DESCRIPTION OF THE PLAN: The Kraft Foods Thrift Plan (formerly known as the Kraft General Foods Thrift Plan and hereinafter referred to as the "Plan") is a defined contribution plan designed to encourage employees to save for retirement by providing eligible employees with an opportunity to invest a portion of their compensation and to share in the profits of 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"). 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") and, effective as of December 31, 1994, the Entenmann's Inc. Employee Savings Plan (the "Entenmann's Plan") and the Savings and Profit Sharing Plan of Charles Freihofer Baking Company, Inc. (the "Freihofer Plan") (see Note 10). This Annual Report of the Plan on Form 11-K includes information concerning the financial condition of the former Entenmann's Plan and Freihofer Plan as of December 31, 1994, and the Oscar Mayer Salaried Plan as of December 31, 1993, and the income and changes in plan equity for the Entenmann's Plan and the Freihofer Plan for the year ended December 31, 1994, and Oscar Mayer Salaried Plan for the year ended December 31, 1993. Financial information concerning the Entenmann's Plan and the Oscar Mayer Salaried Plan for the prior years is set forth in separate Annual Reports on Form 11-K for each plan. Salaried and certain hourly employees of Kraft Foods and certain of its domestic subsidiaries (the "Kraft Foods 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 Kraft Foods (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 -9- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 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 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 Employees, and effective January 1, 1993, with the assets of the GF Hourly Plan, in a commingled investment fund known as the Kraft Foods Master Defined Contribution Trust (hereinafter referred to as the "Trust") (see Note 7). Prior to April 1, 1993, the assets of the Lenders Plan were co-invested with the 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, 1992, the assets of the Freihofer 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. Effective December 31, 1994, the assets of the Entenmann's Plan and the assets of the Freihofer Plan were transferred to the Plan (see Note 10). Participants have the option of investing their Plan Accounts (see Note 4) in 5% increments in the four funds listed below. Participants in the Freihofer's Plan did not have the option of investing his or her Plan Accounts in the Philip Morris Stock Fund, however, such participants did have the additional option of investing in the Freihofer Equitable Capital Fund. EQUITY INDEX FUND (formerly the EQUITY FUND) - This fund is invested primarily in an index fund of stocks on a weighted average basis in approximately the same proportion as the Standard & Poor's Composite Index of 500 Stocks ("S&P 500"). INTEREST INCOME FUND - This fund consists primarily of investment contracts entered into by Bankers Trust Company (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 - 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. -10- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 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 can change their investment elections 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, 1994 and 1993, there were 37,638 and 35,424 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.
DECEMBER 31, -------------- 1994 1993 ------ ------ Equity Index Fund 18,004 15,269 Interest Income Fund 30,470 25,907 Government Securities Fund 3,766 2,528 Freihofer Equitable Capital Fund 590 - Philip Morris Stock Fund 28,684 26,872
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 Kraft Foods or any affiliate 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:
VESTED YEARS OF SERVICE PERCENTAGE ---------------- ---------- 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 %
-11- KRAFT 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 Kraft Foods or any affiliate. FORFEITURES: Kraft Foods Matching Contributions forfeited by terminated participants are used to reduce future Kraft Foods 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- KRAFT 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 1994, each participant's tax-deferred contributions was limited to $9,240; for 1995, each participant's tax-deferred contributions will again be limited to $9,240. Each year, Kraft Foods 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 Kraft Foods 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 contributions could not exceed 15% of the participant's annual compensation. Currently, the Kraft Foods Matching Contributions percentage for the following Plan year is announced before the end of the preceding year. Kraft Foods Matching Contributions were 57% of participants' Basic Contributions and Tax-Deferred Basic Contributions for 1994, 55% for 1993 and 60% for 1992. 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 the applicable Kraft Foods Company. 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. -13- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 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 Kraft Foods 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 Kraft Foods 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:
Account Source ------- ------ Company Match Account Kraft Foods 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
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. -14- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 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 Kraft Foods 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. 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 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, were: -15- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued)
1994 1993 ------ ------ Trust 93% 89% Equity Index Fund 98% 98% Interest Income Fund 94% 89% Government Securities Fund 99% 100% Freihofer Equitable Capital Management Fund 100% - Philip Morris Stock Fund 89% 89% Participants' Loan Account 100% 99%
The Plan's approximate allocated share of the Trust's investment activities for the years ended December 31, 1994, 1993 and 1992, was 89%, 85% and 87%, respectively. Effective January 1, 1994, most payments to third parties for expenses in connection with the administration of the Plan are borne by the Trust. 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. In addition, Oscar Mayer Foods Corporation ("Oscar Mayer") paid the investment management fees incurred in administering the Oscar Mayer Salaried Plan. Expenses paid by Kraft Foods and Oscar Mayer are not reflected in the financial statements of the Plan. 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, are as follows:
1994 1993 ------ ------ Equity Index Fund 0.10% 0.01% Interest Income Fund 0.10% 0.02% Government Securities Fund 0.14% 0.09% Philip Morris Stock Fund 0.08% -
Investments that represented five percent or more of total Trust assets as of December 31, 1994 and 1993 were:
1994 1993 ------ ------ 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
The GEBT Equity Index Fund currently includes Common Stock. -16- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) At December 31, 1994 and 1993, the financial position of the Trust was:
1994 1993 ---------- ---------- Assets: Investments at fair value: 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 (GF) (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 ========== ==========
-17- KRAFT 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, 1994, 1993 and 1992, were:
1994 1993 1992 ---------- ---------- ---------- Additions: Employer contributions $ 45,559 $ 37,538 $ 38,284 Employee contributions 112,998 114,541 98,943 Transfers from predecessor trusts 54,833 140,700 144,365 Investment activities: Interest 53,007 54,578 51,664 Dividends 40,029 33,575 25,362 Interest on participant loans 2,304 2,639 2,456 ---------- ---------- ---------- 95,340 90,792 79,482 Net appreciation (depreciation) in fair value of investments 26,296 (255,146) (19,024) ---------- ---------- ---------- Net investment activities 121,636 (146,354) 60,458 Deductions: Distributions and withdrawals (150,932) (120,175) (122,442) General and administrative expenses (1,628) (234) (244) ---------- ---------- ---------- Increase in Trust net assets 182,466 8,016 219,364 Net assets: Beginning of year 1,727,056 1,719,040 1,499,676 ---------- ---------- ---------- End of year $1,909,522 $1,727,056 $1,719,040 ========== ========== ==========
The transfers from the predecessor trusts for the year ended December 31, 1994, includes the transfers 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 GF Hourly 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 assets of the Oscar Mayer Salaried Plan and the assets of the Freihofer Plan in the amounts of $94,212 and $49,060, respectively. -18- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) 8. NET APPRECIATION (DEPRECIATION) 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, 1994, 1993 and 1992 were:
FREIHOFER EQUITABLE EQUITY GOVERNMENT GOVERNMENT CAPITAL INDEX SECURITIES SECURITIES PHILIP MORRIS MANAGEMENT FUND FUND FUND (GF) STOCK FUND FUND TOTAL --------- ----------- ----------- -------------- ---------- ----------- 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 appreciation (depreciation): 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) ======== ======= ====== ======== ====== ========
-19- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued)
FREIHOFER EQUITABLE EQUITY GOVERNMENT GOVERNMENT CAPITAL INDEX SECURITIES SECURITIES PHILIP MORRIS MANAGEMENT FUND FUND FUND (GF) STOCK FUND FUND TOTAL ------ ---------- ---------- ------------- ----------- ------------- 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) ======= ======= ======== ====== ========
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 and the Plan, as amended and in effect through July 1, 1994 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. Participants will not be subject to income tax on Kraft Foods Matching Contributions, tax-deferred contributions made on their behalf by Kraft Foods or with respect to rollover contributions when made to the Trust, nor on earnings credited to their Accounts until withdrawn or distributed. -20- KRAFT FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (concluded) 10. TRANSFERRED PLAN PARTICIPANTS AND NET ASSETS AND TERMINATED PLANS: Effective December 31, 1994, the account balances of all participants in the Entenmann's Plan and Freihofer Plan were transferred to the Plan. The Plan has reflected these transfers in its 1994 financial statements, as an addition to transfers from predecessor trusts, although the actual transfers of the related investments to the Plan were executed by the Trustee in 1995. 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. -21- 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. KRAFT FOODS THRIFT PLAN (Name of Plan) By /s/ TERRY M. FAULK ----------------------------------- Terry M. Faulk, Chairman, Management Committee for Employee Benefits of Kraft Foods, Inc. Date: April 26, 1995 -22- KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-1 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-2 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-3 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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 ----------- -----------
S-4 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-5 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-6 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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
S-7 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ ------------ 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 ------------ ------------
S-8 KRAFT FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS AS OF DECEMBER 31, 1994
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 - --------------------------------- --------------- ------------ -------------- 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 ============== ==============
S-9 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 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, 33-17870, 33-37115, 33-38781 and 33-39162) of the Kraft Foods Thrift Plan of our report dated April 14, 1995, on our audits of the financial statements of the Kraft Foods Thrift 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 -----END PRIVACY-ENHANCED MESSAGE-----