-----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, iOczd6g/KBupdUWyplPYLqoL82+fPn4dkytqyU9qXeQC/ET2TJDTNc1drBtZ2LZp QQRaUerIipOnvItv6u1L9w== 0000950130-94-000612.txt : 19940414 0000950130-94-000612.hdr.sgml : 19940414 ACCESSION NUMBER: 0000950130-94-000612 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP MORRIS COMPANIES INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94522583 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-880-38 11-K 1 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, 1993 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE / / SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-8940 -------------------------- Kraft General Foods Thrift Plan Three Lakes Drive, Northfield, Illinois 60093 (Full title of the plan) PHILIP MORRIS COMPANIES INC. 120 Park Avenue New York, New York 10017 (Name of issuer of the securities held pursuant to the plan and address of its principal executive office.) =============================================================================== KRAFT GENERAL FOODS THRIFT PLAN ANNUAL REPORT ON FORM 11-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 TABLE OF CONTENTS
Page(s) ------- Report of Independent Accountants...................... 3 Financial Statements: Statements of Financial Condition as of December 31, 1993 and 1992....................................... 4-5 Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1992 and 1991.... 6-8 Notes to Financial Statements........................ 9-21 Signatures............................................. 22 Schedules: Schedule I - Investments as of December 31, 1993..... S-1-8
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 General Foods, Inc., the Administrative Committee and all Participants as a group (but not individually) of the Kraft General Foods Thrift Plan: We have audited the accompanying statements of financial condition of the Kraft General Foods Thrift Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993 and the schedule of investments as of December 31, 1993. These financial statements and the financial statement schedule are the responsibility of the fiduciaries of the Plan appointed by Philip Morris Companies Inc. or Kraft General Foods, Inc. (or their delegates). Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 1993 and 1992, and the income and changes in plan equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND Chicago, Illinois March 15, 1994 -3- KRAFT GENERAL FOODS THRIFT PLAN STATEMENT of FINANCIAL CONDITION as of December 31, 1993 (in thousands of dollars) ----------
Interest Government Participants' Equity 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. -4- KRAFT GENERAL FOODS THRIFT PLAN STATEMENT of FINANCIAL CONDITION as of December 31, 1992 (in thousands of dollars) ----------
Interest Government Participants' Equity Income Securities Philip Morris Loan Fund Fund Fund Stock Fund Account Total -------- -------- ---------- ------------- ------------- ---------- ASSETS: Allocated share of Trust net assets $122,639 $563,002 $9,437 $822,031 $36,167 $1,553,276 Employer contributions receivable 1 294 5 300 Employee contributions receivable 6 4 11 21 Interfund receivables (payables) 2,070 (6,103) (250) 4,283 - Participants' loan repayments receivables (payables) 17 60 87 (164) - -------- -------- ------ -------- ------- ---------- Total assets 124,733 557,257 9,187 826,417 36,003 1,553,597 -------- -------- ------ -------- ------- ---------- LIABILITIES: Distributions and withdrawals payable 657 4,518 109 3,306 (91) 8,499 Undistributed participants' loans 125 448 5 571 (1,149) - -------- -------- ------ -------- ------- ---------- Total liabilities 782 4,966 114 3,877 (1,240) 8,499 -------- -------- ------ -------- ------- ---------- Plan equity $123,951 $552,291 $9,073 $822,540 $37,243 $1,545,098 ======== ======== ====== ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -5- KRAFT GENERAL FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1993 (in thousands of dollars) ----------
Interest Government Participants' Equity 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. -6- KRAFT GENERAL FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1992 (in thousands of dollars) ----------
Interest Government Participants' Equity 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. -7- KRAFT GENERAL FOODS THRIFT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY for the year ended December 31, 1991 (in thousands of dollars) ----------
Interest Government Participants' Equity Income Securities Philip Morris Loan Fund Fund Fund Stock Fund Account Total -------- -------- ---------- ------------- ------------- ---------- ADDITIONS: Employer contributions $ 2,691 $ 12,610 $ 24,923 $ 40,224 Employee contributions 10,307 36,322 37,459 84,088 Allocated share of Trust investment activities: Interest income 24 50,139 $ 367 704 $ 1,510 52,744 Dividend income 17,211 17,211 Net appreciation in fair value of investments 32,774 145 245,043 277,962 -------- -------- ------ -------- ------- ---------- 32,798 50,139 512 262,958 1,510 347,917 -------- -------- ------ -------- ------- ---------- Total additions 45,796 99,071 512 325,340 1,510 472,229 -------- -------- ------ -------- ------- ---------- DEDUCTIONS: Distributions and withdrawals (4,615) (35,272) (389) (36,187) (76,463) General and administrative expenses (41) (241) (11) (21) (314) -------- -------- ------ -------- ------- ---------- Total deductions (4,656) (35,513) (400) (36,208) (76,777) -------- -------- ------ -------- ------- ---------- Net transfers among funds (17,177) (73,629) (351) 91,157 - Transfers from predecessor trusts 134 9,207 (72) 3,539 2,831 15,639 Participants' loans (3,572) (19,100) (77) (8,291) 31,040 - Participants' loan repayments 552 2,471 2,463 (5,486) - -------- -------- ------ -------- ------- ---------- Net additions (deductions) 21,077 (17,493) (388) 378,000 29,895 411,091 PLAN EQUITY: Beginning of year 88,241 558,572 6,277 421,071 1,074,161 -------- -------- ------ -------- ------- ---------- End of year $109,318 $541,079 $5,889 $799,071 $29,895 $1,485,252 ======== ======== ====== ======== ======= ==========
The accompanying notes are an integral part of these financial statements. -8- Kraft General Foods Thrift Plan Notes to Financial Statements 1. General Description of the Plan: The Kraft General Foods Thrift Plan (the "Plan") is a defined contribution plan designed to encourage employees to save for retirement by providing eligible employees with an opportunity to invest a portion of their compensation and to share in the profits of Kraft General Foods, Inc. ("KGF") by making such contribution. KGF is a subsidiary of Philip Morris Companies Inc. (the "Company"). The Plan is the successor plan to the Kraft, Inc. Thrift Plan and, with respect to employees who are not represented by a collective bargaining unit, the General Foods Corporation Employee Thrift- Investment Plan for Salaried Employees (the "GF Salaried Plan") and the General Foods Employee Thrift-Investment Plan (the "GF Hourly Plan" and collectively with the GF Salaried Plan, the "GF Plans"), and, effective April 1, 1993, the Lenders Bagel Bakery, Inc. Profit-Sharing Plan (the "Lenders Plan"), and, effective as of December 31, 1993, the Salary Reduction and Voluntary Investment Plan for Salaried Employees of Oscar Mayer Foods Corporation (the "Oscar Mayer Salaried Plan") (see Note 10). This Annual Report of the Plan on Form 11-K includes information concerning the financial condition of the Oscar Mayer Salaried Plan as of December 31, 1993 and the income and changes in plan equity for the Oscar Mayer Salaried Plan for the year ended December 31, 1993. Financial information concerning the Oscar Mayer Salaried Plan for the prior years is set forth in separate Annual Reports on Form 11-K for the Oscar Mayer Salaried Plan. Salaried and certain hourly employees of KGF and certain of its domestic subsidiaries (the "KGF Companies") who are not represented by a collective bargaining unit, are eligible to participate in the Plan, provided they meet eligibility requirements. After completing one year of service, eligible employees generally may make tax-deferred and after-tax contributions. Matching contributions by KGF (the "KGF Matching Contributions") are contributed to the Plan in accordance with the formula described in Note 3. The provisions of the Plan are detailed in the official Plan document which legally governs the operation of the Plan. The administration of the Plan has generally been delegated to the Management Committee for Employee Benefits of KGF (the "Committee") comprised of employees of KGF. The Committee has appointed the Administrative Committee to handle certain Plan administration matters. The Corporate Employee Plans Investment Committee of Philip Morris Companies Inc. (the "Investment Committee") (the Committee, the Administrative Committee and the Investment Committee, collectively the "Fiduciaries") is responsible for the selection of the investment options in which participants invest their assets in the Plan and monitors the performance of these investment options. Assets of the Plan are co-invested with the assets of the Kraft General Foods, Inc. Frozen Defined Contribution Plan, the Oscar Mayer Foods Corporation Long Term Savings Plan for Union Employees, the Oscar Mayer Foods Corporation Long Term Savings Plan for Hourly -9- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) Employees, and, effective October 1, 1992, with the assets of the Savings and Profit Sharing Plan of Charles Freihofer Baking Company, Inc. (the "Charles Freihofer Plan"), and effective January 1, 1993, with the assets of the GF Hourly Plan, in a commingled investment fund known as the Kraft General Foods Master Defined Contribution Trust (the "Trust") (see Note 7). Prior to April 1, 1993, the assets of the Lenders Plan were co-invested with assets of the Plan in the Trust. Effective April 1, 1993, the assets of the Lenders Plan were transferred to the Plan. Prior to December 31, 1993, the assets of the Oscar Mayer Salaried Plan were co-invested with the assets of the Plan in the Trust. Effective December 31, 1993, the assets of the Oscar Mayer Salaried Plan were transferred to the Plan (see Note 10). Prior to July 1992 and December 1991, the assets of the Plan were invested with the assets of the Porter Foods, Inc. Profit Sharing Plan and the Humbolt Hourly Profit Sharing Plan, respectively. Participants have the option of investing their Plan Accounts (see Note 4) in 5% increments in the four funds listed below. Participants in the Oscar Mayer Salaried Plan had the option of investing his or her Plan Accounts in 25% increments in the four funds listed below. EQUITY FUND - This fund is invested primarily in an index fund of stocks on a weighted average basis in approximately the same proportion as the Standard & Poor's Composite Index of 500 Stocks ("S&P 500"). INTEREST INCOME FUND - This fund consists primarily of investment contracts entered into by Bankers Trust Company (the "Trustee") with financial institutions, each of which agrees to repay in full the amounts invested with the institution, plus interest. Beginning January 1, 1993, the assets of the Interest Income Fund have also been invested in pools of mortgage-backed and asset-backed securities, corporate bonds, and obligations of the United States government and its agencies. As an integral part of the purchase of each pool of these investments for the Interest Income Fund, a financial institution agrees to protect the pool to the extent its market value fluctuates, but not in the event of a default of any security in the pool. GOVERNMENT SECURITIES FUND - This fund was opened to new investments on July 1, 1992 and includes primarily direct obligations of the U.S. Government or its agencies, obligations guaranteed by the U.S. Government or its agencies, and fully insured bank deposits. PHILIP MORRIS STOCK FUND - This fund is invested in the common stock, $1 par value, of the Company (the "Common Stock") and short-term temporary investments. -10- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) None of the foregoing funds guarantees a return to the participant. Participants may change their options effective the first day of the calendar quarter, except that amounts transferred from the Interest Income Fund may not be directly invested in the Government Securities Fund. Each participant may vote all the shares of Common Stock held in his or her Accounts and invested in the Philip Morris Stock Fund. The Trustee will vote full and fractional shares of the Common Stock in accordance with each individual participant's instruction. The Trustee votes those shares of Common Stock for which no or inadequate voting instructions have been received in the same proportions as the shares for which instructions have been received. At December 31, 1993 and 1992, there were 35,424 and 32,396 participants, respectively, some of whom elected to invest in more than one fund. Set forth below is the number of participants investing in each fund.
December 31, -------------- 1993 1992 ------ ------ Equity Fund 15,269 11,934 Interest Income Fund 25,907 23,157 Government Securities Fund 2,528 1,390 Philip Morris Stock Fund 26,872 25,034
Each participant is at all times fully vested in the balance of his or her After-Tax Contributions, Tax-Deferred Contributions, QVET and Rollover Accounts (see Note 4). A participant shall be fully vested in the balance in his or her Company Match Account upon attainment of age 65, retirement, permanent and total disability, or death. A participant who is employed by the Company or any subsidiary shall be fully vested in his or her Company Match Account based on the number of years of vesting service determined in accordance with the following schedule:
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 GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) Participants who were participants in the GF Plans and hired prior to January 1, 1991 become 100% vested in amounts contributed to their Company Match Account upon attaining age 55 if still employed by the Company or any subsidiary. Forfeitures: KGF Matching Contributions forfeited by terminated participants are used to reduce future KGF Matching Contributions to the Plan. 2. Summary of Significant Accounting Policies: Valuation of Trust Investments: Investments in common trust funds of the General Employee Benefit Common Trust of Bankers Trust Company ("GEBT") are valued on the basis of the relative interest of each participating investor (including each participant) in the fair value of the underlying assets of each of the respective GEBT common trust funds. Investment contracts and pools of mortgage-backed and asset-backed securities and other investments held in the Interest Income fund are recorded at their contract values, which represent contributions and reinvested income, less any withdrawals plus accrued interest. Securities listed on an exchange are valued at the closing price on the last business day of the year; listed securities for which no sale was reported on that date are recorded at the last reported bid price. Securities that are not listed on an exchange are generally traded in active markets and valued by the Trustee from quoted market prices. Short-term temporary investments are generally carried at cost, which approximates fair value. Investment Transactions and Investment Income of the Trust: Investment transactions are accounted for on the dates purchases or sales are executed. Realized gains and losses are computed on the basis of average cost of investments sold. Dividend income is recorded on the ex- dividend date; interest income is recorded as earned on an accrual basis. In accordance with the policy of stating investments at fair value, the net appreciation (depreciation) in the fair value of investments reflects both realized gains or losses and the change in the unrealized appreciation (depreciation) of investments held at year-end (see Note 8). -12- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. Contributions: No contribution is required from any eligible employee under the Plan. Eligible employees may make contributions on a tax-deferred basis, an after- tax basis, or in a combination of the two. Basic Contributions are those made on an after-tax basis and that are not in excess of 6% of each compensation payment to the participant. Tax-Deferred Basic Contributions are those made on a tax-deferred basis and that are not in excess of 6% of each compensation payment to the participant. Basic Contributions and Tax- Deferred Basic Contributions may not, in the aggregate, exceed 6% of each compensation payment. Contributions in excess of 6% of each compensation payment to the participant and up to 16% of each compensation payment are referred to as Supplemental Contributions if made on an after-tax basis and Tax-Deferred Supplemental Contributions if made on a tax-deferred basis. The percentage of compensation available for both tax-deferred and after-tax contributions varies from year-to-year in order that the aggregate contributions actually made by participants do not cause the Plan to violate limitations on such contributions set forth in the Internal Revenue Code of 1986, as amended (the "Code"). The Code also imposes a dollar limitation on the amount of tax-deferred contributions for a calendar year. For 1993, a participant's tax-deferred contributions were limited to $8,994; for 1994, each participant's tax-deferred contributions will be limited to $9,240. Each year KGF Matching Contributions are based on the amount of each participant's Basic Contributions and Tax-Deferred Basic Contributions to the Plan. For the year ending December 31, 1993, employees who were participants in the Oscar Mayer Salaried Plan were not eligible for the KGF Matching Contributions and could elect to contribute from 2% to 15% of each compensation payment on a tax-deferred basis and from 2% to 10% of each compensation payment on an after-tax basis and the combined percentage of tax-deferred and after-tax basis could not exceed 15% of the participant's annual compensation. Currently, the KGF Matching Contributions percentage for the following Plan year is announced before the end of the preceding year. KGF's Matching Contributions were 55% of participants' Basic Contributions and Tax-Deferred Basic Contributions for 1993, 60% for 1992 and 70% for 1991. However, due to limitations under the Code, certain amounts for highly paid individuals are not contributed to the Trust but are instead recorded as liabilities of KGF. Participants' contributions are recorded in the period in which they are withheld by the KGF Companies. KGF Matching Contributions for the year are accrued by the Plan based upon the amount to be funded each year in accordance with the Plan's formula noted above. -13- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) KGF Matching Contributions are discretionary. While KGF has not expressed any intent to discontinue making KGF Matching Contributions, it is free to do so at any time. KGF Matching Contributions and participant contributions are subject to specified limitations as described in the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan provides, in the event of a Change of Control (as defined in the Plan) of the Company, for KGF Matching Contributions for the year in which the Change of Control occurs and for two years thereafter (the "Control Period") equal to the greater of (a) the average of KGF Matching Contributions as a percentage of Basic Contributions and Tax-Deferred Basic Contributions that were contributed to the Plan for the two years prior to the year in which the Change of Control occurs, or (b) 75% of each participant's Basic Contributions and Tax-Deferred Basic Contributions for each year during the Control Period. 4. Valuation of Participant Accounts: The Committee maintains Accounts for each participant to reflect the source and the participant's share of the funds invested in the Trust:
Account Source ------- ------ Company Match Account KGF Matching Contributions Tax-Deferred Contributions Account Tax-Deferred Basic and Supplemental Contributions After-Tax Contributions Account Basic and Supplemental Contributions Rollover Account Amounts transferred (directly or indirectly) from another plan qualified under Section 401(a) of the Code QVET Account Qualified voluntary employee contributions made prior to January 1, 1987 Loan Account Outstanding loans obtained from the Plan
-14- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (continued) At the end of each month, the Trustee determines the current fair value of each fund in the Trust. The fair value of each participant's share in the Trust is determined with respect to their Company Match Account, Tax-Deferred Contributions Account, After-Tax Contributions Account, Rollover Account and QVET Account on the basis of their proportionate share in each fund. 5. Withdrawals and Distributions: Participants may make withdrawals against their Company Match, Tax-Deferred Contributions, After-Tax Contributions and Rollover Accounts under limited circumstances in accordance with the provisions outlined in the Plan. Upon termination of employment, including retirement, a participant has several options available, as described in the Plan, with respect to the distribution of his or her Accounts. Normally, distributions are made one month after such termination. In the event the Plan is terminated, distributions will be made in accordance with the current value of participants' Accounts under the direction of the Committee and in accordance with the Code. 6. Participants' Loans: The loan program permits participants to borrow from their Tax-Deferred Contributions, After-Tax Contributions and Rollover Accounts in accordance with the provisions outlined in the Plan. A participant's Loan Account equals the principal amount of his or her loans outstanding. The principal amount of loan repayments reduce the Loan Account and are added back to the participant's Accounts originally used as the source of the loan. The repaid amount (including interest) is reinvested in the funds according to the participant's current investment authorization. Participants' loans are carried at the original principal amount less principal repayments. Participants' loan repayments receivable represent amounts withheld by the KGF Companies from participants' compensation and not yet remitted to the Plan. Amounts to be disbursed under employee loan agreements are recorded as undistributed participants' loans as of the loan agreement date. -15- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) 7. Investments Held by the Trust: The Plan's allocated share of the Trust's net assets and investment activities is based upon the total of each individual participant's share of the Trust. The Plan's allocated share of the Trust and its allocated share of the net assets of each fund in the Trust at December 31, 1993 and 1992 was:
1993 1992 ----- ---- Trust 89% 90% Equity Fund 98% 91% Interest Income Fund 89% 85% Government Securities Fund 100% 99% U. S. Government Securities Fund - - Philip Morris Stock Fund 89% 95% Participants' Loan Account 99% 99% Freihofer Equitable Capital Management Fund - -
The Plan's allocated share of the Trust's investment activities for the years ended December 31, 1993, 1992 and 1991 was 85%, 87% and 99%, respectively. Prior to January 1, 1994, all expenses incurred in administering the Plan were borne by KGF, with the exception of brokerage commissions, investment management fees and transfer taxes, which were paid by the Trust. In addition, Oscar Mayer Foods Corporation ("Oscar Mayer") paid the investment management fees incurred in administering the Oscar Mayer Salaried Plan. Expenses paid by KGF are not reflected in the financial statements of the Plan. Effective January 1, 1994, most payments to third parties for expenses in connection with the administration of the Plan will be borne by the Trust. Investments that represented five percent or more of total Trust assets as of December 31, 1993 and 1992 were:
1993 1992 -------- -------- Philip Morris Stock Fund Common Stock $724,969 $850,368 GEBT Equity Index Fund $180,299 $133,936 Interest Income Fund Mass Mutual $98,459 - Prudential $92,181 -
The GEBT Equity Index Fund currently includes Common Stock. -16- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) At December 31, 1993 and 1992 the financial position of the Trust was:
1993 1992 ---------- ---------- Assets: Investments at fair value: Equity Fund: GEBT Equity Index Fund (cost $120,304 and $88,650) $ 180,299 $ 133,936 Short-term temporary investments (cost approximates fair value) 1,038 168 Philip Morris Stock Fund: Common stock (cost $504,354 and $428,915) 724,969 850,368 Short-term temporary investments (cost approximates fair value) 6,360 3,783 Interest Income Fund: Investment contracts (cost approximates fair value) 699,018 629,538 Short-term temporary investments (cost approximates fair value) 44,426 35,756 Government Securities Fund: Government securities (cost $7,512 and $8,067) 7,513 8,135 Short-term temporary investments (cost approximates fair value) 3,859 1,275 U.S. Government Securities Fund: U.S. Government securities (cost $891) 886 - Short-term temporary investments (cost approximates fair value) 384 - Freihofer Equitable Capital Management Fund: Equitable Capital Management Corporation Combined Equity Account (cost $5,433 and $5,611) 13,175 12,022 Short-term temporary investments (cost approximates fair value) 38 - Participants' Loan Account: Loans to participants 36,401 36,585 ---------- ---------- Total investments 1,718,366 1,711,566 Receivables: Interest income 204 285 Dividend income 8,486 7,189 ---------- ---------- Net assets $1,727,056 $1,719,040 ========== ==========
-17- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) The changes in the Trust net assets for the years ended December 31, 1993, 1992 and 1991 were:
1993 1992 1991 ---------- ---------- ---------- Receipts from constituent plans: Employer contributions $ 37,538 $ 38,284 $ 44,961 Employee contributions 114,541 98,943 83,886 Transfers from predecessor trusts 140,700 144,365 448,212 Investment activities: Interest 54,578 51,664 51,623 Dividends 33,575 25,362 17,310 Interest on participant loans 2,639 2,456 1,510 ---------- ---------- ---------- 90,792 79,482 70,443 Net (depreciation) appreciation in fair value of investments (255,146) (19,024) 279,637 ---------- ---------- ---------- Net investment activities (164,354) 60,458 350,080 Deductions: Distributions and withdrawals (120,175) (122,442) (72,421) General and administrative expenses (234) (244) (315) ---------- ---------- ---------- Increase in Trust net assets 8,016 219,364 854,403 Net assets: Beginning of year 1,719,040 1,499,676 645,273 ---------- ---------- ---------- End of year $1,727,056 $1,719,040 $1,499,676 ========== ========== ==========
The transfers from predecessor trusts for the year ended December 31, 1993, includes the transfer of assets to the Trust of the GF Thrift Plan in the amount of $137,904. The transfers from predecessor trusts for the year ended December 31, 1992, includes the transfer of assets to the Trust of the Oscar Mayer Salaried Plan and the Charles Freihofer Plan in the amounts of $94,212 and $49,060, respectively. The transfers from predecessor trusts for the year ended December 31, 1991 represents the assets of the GF Plans that were transferred to the Trust (see Note 10). -18- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued) 8. Net (Depreciation) Appreciation in Fair Value of Trust Investments: The realized gains and losses on disposals and changes in unrealized appreciation and depreciation of investments in the Trust for the years ended December 31, 1993, 1992 and 1991 were:
Freihofer U.S. Equitable Government Government Capital Equity Securities Securities Philip Morris Management Fund Fund Fund Stock Fund Fund Total ------- ---------- ---------- ------------- ---------- ---------- 1993 - ---- Realized gains: Proceeds $ 7,181 $55,646 $2,341 $ 35,029 $1,587 $101,784 Cost 4,761 55,578 2,330 23,702 837 87,208 ------- ------- ------ -------- ------ -------- Net realized gains 2,420 68 11 11,327 750 14,576 ------- ------- ------ -------- ------ -------- Unrealized (depreciation) appreciation: Beginning of year 45,286 68 421,453 6,410 473,217 Transfer from GF Plans 1,557 7 83,290 84,854 End of year 59,995 1 (5) 220,615 7,743 288,349 ------- ------- ------ -------- ------ -------- (Decrease) increase 13,152 (67) (12) (284,128) 1,333 (269,722) ------- ------- ------ -------- ------ -------- Net (depreciation) appreciation in fair value of investments $15,572 $ 1 ($ 1) ($272,801) $2,083 ($255,146) ======= ======= ====== ========= ====== ======== 1992 - ---- Realized gains: Proceeds $10,720 $11,619 $ 46,401 $ 55 $ 68,795 Cost 7,314 11,547 21,757 53 40,671 ------- ------- -------- ------ -------- Net realized gains 3,406 72 24,644 2 28,124 ------- ------- -------- ------ -------- Unrealized appreciation: Beginning of year 38,754 143 458,322 497,219 Transfer from GF Plans 246 246 Transfer from Oscar Mayer 17,722 17,722 Transfer from Freihofer 5,178 5,178 End of year 45,286 68 421,453 6,410 473,217 ------- ------- -------- ------ -------- (Decrease) increase 6,532 (75) (54,837) 1,232 (47,148) ------- ------- -------- ------ -------- Net (depreciation) appreciation in fair value of investments $ 9,938 ($ 3) ($ 30,193) $1,234 ($19,024) ======= ======= ========= ====== ========
-19- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (in thousands of dollars) (continued)
Government Equity Securities Philip Morris Fund Fund Stock Fund Total ------- ---------- ------------- -------- 1991 - ---- Realized gains: Proceeds $76,996 $1,002 $ 21,149 $ 99,147 Cost 55,327 1,001 10,346 66,674 ------- ------ -------- -------- Net realized gains 21,669 1 10,803 32,473 ------- ------ -------- -------- Unrealized appreciation: Beginning of year 14,622 22,090 36,712 Transfer from GF Thrift Plan 12,810 200,535 213,345 End of year 38,755 144 458,322 497,221 ------- ------ -------- -------- Increase 11,323 144 235,697 247,164 ------- ------ -------- -------- Net appreciation in fair value of investments $32,992 $ 145 $246,500 $279,637 ======= ====== ======== ========
9. Tax Status: The U.S. Treasury Department has determined that the Plan, as amended and in effect as of April 25, 1990, constitutes a qualified plan under Section 401(a) of the Code and the related Trust is, therefore, exempt from Federal income taxes under the provisions of Section 501(a) of the Code. The Plan has been amended several times since that date. These amendments have been drafted to comply with the provisions of the Code applicable to qualified plans. The Fiduciaries believe that the Plan, as so amended, continues to comply with the applicable provisions of the Code and that the Plan continues to be administered in accordance with the applicable provisions of the Code. Participants will not be subject to income tax on KGF Matching Contributions, tax-deferred contributions made on their behalf by KGF or with respect to rollover contributions when made to the Trust, nor on earnings credited to their Accounts until withdrawn or distributed. 10. Transferred Plan Participants and Net Assets and Terminated Plans: Effective December 31, 1993, the account balances of all participants in the Oscar Mayer Salaried Plan were transferred to the Plan. The Plan has reflected this transfer in its 1993 financial statements, as an addition to transfers from predecessor trusts, although the actual transfer of the related investments to the Plan was executed by the Trustee in 1994. Effective April 1, 1993, the account balances of all participants in the Lenders Plan were transferred to the Plan. -20- KRAFT GENERAL FOODS THRIFT PLAN NOTES TO FINANCIAL STATEMENTS (concluded) Effective December 31, 1991, the account balances of those participants in the GF Salaried Plan employed by Gardner Good Foods totaling approximately $.5 million were transferred to the Plan. The Plan has reflected this transfer in its 1991 financial statements although the actual transfer of the related investments of the General Foods Thrift Investment Trust to the Trust was executed by the Trustee in 1992. Effective December 31, 1991, the account balances of certain participants in the Churny Company Profit Sharing Plan (the "Churny Plan") were transferred to the Plan. The Plan has reflected this transfer in its 1991 financial statements although the actual transfer of the related investments of the Churny Plan Trust was executed by the Trustee in 1992. During 1991, the account balances of all participants in the Tombstone Pizza Corporation Profit-Sharing Plan were transferred to the Plan. The Plan has reflected this transfer in its 1991 financial statements. -21- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Management Committee for Employee Benefits of Kraft General Foods, Inc., having administrative responsibility of the Plan, has duly caused this annual report to be signed by the undersigned thereunto duly authorized. KRAFT GENERAL FOODS THRIFT PLAN (Name of Plan) By /s/ DANIEL M. DRESSEL --------------------------------------- Daniel M. Dressel, Chairman, Management Committee for Employee Benefits of Kraft General Foods, Inc. Date: April 12, 1994 -22- KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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 -- 42.6% Common Stock -- 42.2% Tobacco -- 42.2% Philip Morris Companies Inc. 13,033,151 $504,354,374 $724,969,024 Short-Term Investments -- 0.4% GEBT Pyramid Directed Account Cash Fund 6,359,621 6,359,621 6,359,621 ------------ ------------ Total Philip Morris Stock Fund 510,713,995 731,328,645 ------------ ------------ EQUITY FUND -- 10.5% GEBT Equity Index Fund -- 10.4% 182,369 120,304,060 180,299,108 Short-Term Investments -- 0.1% GEBT Short-Term Investment Fund 1,038,185 1,038,185 1,038,185 ------------ ------------ Total Equity Fund 121,342,245 181,337,293 ------------ ------------ INTEREST INCOME FUND -- 43.3% Investment Contracts -- 40.7% Participation Contracts with Institutions -- 32.9% Aetna Life Ins. Co. #LT 6833 8.58% matures 1/1/94 2,697,661 2,697,661 2,697,661 Great West Life #K17041 9.60% matures 1/6/94 7,895,295 7,895,295 7,895,295 Confederation Life #K61703 9.96% matures 3/6/94 7,903,155 7,903,155 7,903,155
S-1 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Great West Life #K17081 9.96% matures 3/7/94 7,901,099 $ 7,901,099 $ 7,901,099 CNA Insurance #12641F 7.89% matures 3/31/94 3,622,599 3,622,599 3,622,599 Mass Mutual #K5807 9.41% matures 7/3/94 14,021,705 14,021,705 14,021,705 CNA Ins. Co. GP# 12292 9.50% matures 9/30/94 1,474,650 1,474,650 1,474,650 New England Mutual Life #GA 4832 9.00% matures 5/15/95 27,758,722 27,758,722 27,758,722 Crown Life #9004573 9.78% matures 6/1/95 2,946,991 2,946,991 2,946,991 Crown Life Ins. Co. #9001730 9.78% matures 6/1/95 460,251 460,251 460,251 Connecticut Mutual Life Ins. Co. #70267 9.37% matures 7/3/95 3,121,827 3,121,827 3,121,827 Great West Life #K17020 9.50% matures 10/3/95 8,047,318 8,047,318 8,047,318 Hartford Life Ins. #GA-5245 8.97% matures 10/31/95 7,180,276 7,180,276 7,180,276 Hartford Life Ins. #GA 5246 8.80% matures 10/31/95 4,467,999 4,467,999 4,467,999 Confederation Life Ins. #62381 8.61% matures 11/30/95 10,072,673 10,072,673 10,072,673 Confederation Life Ins. #62325 9.33% matures 1/2/96 21,849,975 21,849,975 21,849,975
S-2 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Prudential #K6160 9.40% matures 2/3/96 35,238,962 $35,238,962 $35,238,962 Commonwealth Life Ins. #00326 FR 9.26% matures 4/1/96 10,689,998 10,689,998 10,689,998 Canada Life Ins. Co. #45492 8.50% matures 6/1/96 21,244,098 21,244,098 21,244,098 Mass Mutual PGIC #10404 6.23% matures 7/20/96 27,272,841 27,272,841 27,272,841 Prudential GA 7269 6.60% matures 8/15/96 56,941,797 56,941,797 56,941,797 Mass Mutual #K5897 10.10% matures 9/8/96 47,773,681 47,773,681 47,773,681 New York Life #GA 20013 5.83% matures 9/30/96 26,755,804 26,755,804 26,755,804 John Hancock GAC# 6436 8.03% matures 11/30/96 27,085,545 27,085,545 27,085,545 New York Life Ins. Co. #06204 8.55% matures 12/1/96 19,519,942 19,519,942 19,519,942 Connecticut General Ins. GA-7771 7.15% matures 1/1/97 40,861,932 40,861,932 40,861,932 Hartford Life Ins. Co. #9108 8.74% matures 5/1/97 25,182,145 25,182,145 25,182,145 Provident Mutual #8159001 8.55% matures 3/1/98 785,028 785,028 785,028 Mass Mutual GAC 10223 8.36% matures 4/30/98 9,390,552 9,390,552 9,390,552
S-3 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Aetna Life Ins. Co. #68331991 8.75% matures 5/1/98 25,399,690 $ 25,399,690 $ 25,399,690 Connecticut General Life Ins. #25119 8.81% matures 8/1/98 21,756,547 21,756,547 21,756,547 Aetna Life Ins. Co. MV 6008 4.73% matures 12/31/98 1,939,265 1,939,265 1,939,265 Allstate Life Insurance Company #5428 6.15% matures 4/30/99 36,555,296 36,555,296 36,555,296 ------------ ------------ TOTAL CONTRACTS 565,815,319 565,815,319 ------------ ------------ FINANCIAL INSTITUTION POOLS -- 7.8% National Westminster Bank #SAM 0104A 5.80% GEBT Short-Term Investment Fund 34,250 34,250 34,250 Federal Home Loan Mtg. Corporation matures 6/15/99 6.00% 4,104,750 4,112,522 4,112,522 Federal National Mortgage Association matures 6/25/2005 6.25% 2,189,200 2,217,328 2,217,328 Federal Home Loan Mtg. Corporation matures 8/15/2005 6.25% 1,094,600 1,122,163 1,122,163 Federal National Mortgage Association matures 8/25/2005 6.00% 478,888 478,733 478,733 Federal National Mortgage Association matures 8/25/2005 6.00% 3,393,260 3,397,522 3,397,522 Federal National Mortgage Association matures 11/25/2005 7.00% 6,020,300 6,254,335 6,254,335 Federal Home Loan Mtg. Corporation matures 3/15/2007 6.75% 1,641,900 1,704,701 1,704,701 Federal Home Loan Mtg. Corporation matures 5/15/2007 6.25% 2,654,405 2,671,726 2,671,726 Federal Home Loan Mtg. Corporation matures 4/15/2008 6.50% 684,125 691,114 691,114 Federal Home Loan Mtg. Corporation matures 8/15/2008 6.50% 3,428,292 3,480,658 3,480,658
S-4 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Federal Home Loan Mtg. Corporation matures 4/15/2011 5.00% 2,189,200 $ 2,202,101 $ 2,202,101 Federal National Mortgage Association matures 8/25/2012 5.60% 1,464,028 1,477,414 1,477,414 Federal National Mortgage Association matures 8/25/2013 6.70% 3,831,100 3,863,638 3,863,638 Federal National Mortgage Association matures 9/25/2015 6.00% 2,189,200 2,243,865 2,243,865 Federal Home Loan Mtg. Corporation matures 12/15/2015 6.50% 2,654,405 2,731,043 2,731,043 Federal National Mortgage Association matures 6/25/2016 5.70% 4,050,020 4,107,882 4,107,882 Federal National Mortgage Association matures 7/25/2016 5.65% 2,172,781 2,196,170 2,196,170 Federal National Mortgage Association matures 6/15/2018 7.00% 290,069 305,812 305,812 Federal National Mortgage Association matures 1/25/2020 7.00% 3,831,100 3,992,977 3,992,977 Federal Home Loan Mtg. Corporation matures 5/15/2021 6.50% 711,490 696,488 696,488 ----------- ---------- Total National Westminster Bank Contract 49,982,442 49,982,442 ----------- ---------- Provident Life & Accident #630-05581 5.50% GEBT Short-Term Investment Fund 456,827 456,827 456,827 Federal Home Loan Mtg. Corporation matures 9/15/2002 4.85% 2,471,500 2,506,081 2,506,081 Federal Home Loan Mtg. Corporation matures 1/15/2008 5.78% 2,471,500 2,455,043 2,455,043 Federal Home Loan Mtg. Corporation matures 9/15/2008 6.00% 2,307,293 2,370,467 2,370,467 Federal Home Loan Mtg. Corporation matures 10/15/2008 5.90% 2,807,624 2,818,278 2,818,278 Federal National Mortgage Association matures 6/25/2013 5.00% 2,273,780 2,303,362 2,303,362 Federal National Mortgage Association matures 11/25/2013 5.50% 2,471,500 2,476,900 2,476,900 Federal National Mortgage Association matures 3/25/2018 5.75% 2,471,500 2,516,568 2,516,568
S-5 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Federal National Mortgage Association matures 9/25/2019 5.50% 2,471,500 $ 2,446,780 $ 2,446,780 Federal National Mortgage Association matures 10/25/2022 5.40% 2,619,790 2,697,637 2,697,637 Federal National Mortgage Association Pool matures 4/1/2023 6.50% 2,471,500 2,495,436 2,495,436 Federal National Mortgage Association matures 8/25/2023 3.00% 2,768,080 2,412,824 2,412,824 Federal Home Loan Mtg. Corporation matures 10/15/2023 7.00% 2,386,891 2,474,258 2,474,258 ----------- ----------- Total Provident Life & Accident Contract 30,430,461 30,430,461 ----------- ----------- Commonwealth Life No. ADA 00044TR 6.29% GEBT Short-Term Investment Fund 1,030,189 1,030,189 1,030,189 Standard Credit Card Master Trust matures 7/7/95 5.88% 2,500,000 2,596,999 2,596,999 U. S. Treasury Note matures 11/15/96 7.25% 1,125,000 1,202,174 1,202,174 U. S. Treasury Note matures 10/31/98 4.75% 1,250,000 1,223,495 1,223,495 MBNA Master Credit Card Trust matures 8/15/99 6.20% 2,500,000 2,561,218 2,561,218 Federal National Mortgage Association matures 9/9/2003 5.97% 525,000 528,921 528,921 Federal Home Loan Mtg. Corporation matures 2/15/2005 6.65% 5,000,000 5,088,752 5,088,752 Federal National Mortgage Association matures 5/25/2005 6.70% 5,000,000 5,098,319 5,098,319 Federal Home Loan Mtg. Corporation matures 8/15/2005 6.70% 5,000,000 5,084,822 5,084,822 Federal National Mortgage Association matures 11/25/2005 7.15% 2,000,000 2,088,833 2,088,833 Federal National Mortgage Association matures 8/25/2006 6.00% 5,000,000 4,886,845 4,886,845 Student Loan Mortgage Association matures 8/1/2007 7.13% 667,000 724,581 724,581 Federal Home Loan Mtg. Corporation matures 11/15/2007 5.50% 7,750,000 7,748,535 7,748,535 Federal National Mortgage Association Pool matures 2/1/2009 7.00% 2,323,186 2,309,841 2,309,841
S-6 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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) Federal National Mortgage Association Pool matures 2/1/2009 7.00% 1,000,000 $ 1,018,968 $ 1,018,968 Federal National Mortgage Association Pool matures 2/1/2009 7.00% 2,510,125 2,557,736 2,557,736 Federal National Mortgage Association Pool matures 2/1/2009 7.00% 1,000,000 1,018,968 1,018,968 Federal National Mortgage Association Pool matures 2/1/2009 7.00% 1,014,875 1,034,125 1,034,125 Federal Home Loan Mtg. Corporation matures 5/15/2018 6.00% 2,500,000 2,508,292 2,508,292 Federal Home Loan Mtg. Corporation matures 12/15/2018 6.00% 2,500,000 2,477,814 2,477,814 ----------- ----------- Total Commonwealth Life Insurance Company Contract 52,789,427 52,789,427 ----------- ----------- Total Pools 133,202,330 133,202,330 ----------- ----------- Short-Term Investments -- 2.6% GEBT Short-Term Investment Fund 39,822,815 39,822,815 39,822,815 GEBT Stable Value Government Fund 4,603,223 4,603,223 4,603,223 ----------- ----------- Total Short-Term Investments 44,426,038 44,426,038 44,426,038 ----------- ----------- Total Interest Income Fund 743,443,687 743,443,687 ----------- ----------- Government Securities Fund -- 0.6% Government Securities -- 0.4% United States Treasury Note, 3.875% due 3/31/95 2,000,000 2,000,625 2,000,620 United States Treasury Note, 4.125% due 5/31/95 5,500,000 5,511,172 5,512,045 ----------- ----------- Total Government Securities 7,511,797 7,512,665 ----------- -----------
S-7 KRAFT GENERAL FOODS MASTER DEFINED CONTRIBUTION TRUST SCHEDULE I - INVESTMENTS as of December 31, 1993
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 - --------------------------------- --------------- -------------- -------------- Government Securities (continued) Short-Term Investments -- 0.2% BT Pyramid Government Securities Cash Fund 3,859,100 $ 3,859,100 $ 3,859,100 -------------- -------------- Total Government Securities Fund 11,370,897 11,371,765 -------------- -------------- U.S. GOVERNMENT SECURITIES FUND -- 0.1% U.S. Government Securities -- 0.1% United States Treasury Note, 5.125% due 5/31/94 400,000 407,656 402,936 United States Treasury Bill, due 7/28/94 500,000 482,984 482,984 -------------- -------------- Total U.S. Government Securities 890,640 885,920 -------------- -------------- Short-Term Investments -- 0.0% BT Pyramid Government Securities Cash Fund 384,616 384,616 384,616 -------------- -------------- Total U.S. Government Securities Fund 1,275,256 1,270,536 -------------- -------------- FREIHOFER EQUITABLE CAPITAL MANAGEMENT FUND -- 0.8% Equitable Capital Management Corporation Combined Equity Account 373 5,433,050 13,175,534 GEBT Short-Term Investment Fund 37,523 37,523 37,523 -------------- -------------- Total Freihofer Equitable Capital Management Fund 5,470,573 13,213,057 -------------- -------------- PARTICIPANTS' LOAN ACCOUNT -- 2.1% Participants' Loans 36,400,988 36,400,988 -------------- -------------- TOTAL INVESTMENTS $1,430,017,641 $1,718,365,971 ============== ==============
S-8 EX-23 2 CONSENT/COOPERS & LYBRAND EXHIBIT 23 CONSENT of INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Philip Morris Companies Inc. registration statement on Form S-8 (File Nos. 33-1480 and 33-37115) of the Kraft General Foods Thrift Plan of our report dated March 15, 1994, on our audits of the financial statements of the Kraft General Foods Thrift Plan as of December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991, and the financial statement schedule as of December 31, 1993, which report is included in this annual report on Form 11-K. COOPERS & LYBRAND Chicago, Illinois April 13, 1994 -----END PRIVACY-ENHANCED MESSAGE-----