Philip Morris Acquisition of Nabisco Approved by U.S. Federal Trade Commission.

Business Editors

NEW YORK--(BUSINESS WIRE)--Dec. 7, 2000

Philip Morris Expects to Close Quickly On Acquisition

Philip Morris Companies Inc. (NYSE: MO) confirmed today that the United States Federal Trade Commission (FTC) has approved a consent agreement in connection with the acquisition of Nabisco Holdings Corp. by Philip Morris.

Approval by the FTC clears the way for Philip Morris to close on its acquisition of Nabisco, which Philip Morris expects to complete as quickly as possible.

In June 2000, Philip Morris entered into definitive agreements to acquire all of the outstanding shares of Nabisco Holdings Corp. for $55 per share in cash and the assumption of approximately $4.0 billion of Nabisco's debt, for a purchase price of $18.9 billion.

"We look forward to closing this transaction and to Nabisco joining the Philip Morris family of companies," said Geoffrey C. Bible, chairman and chief executive officer, Philip Morris Companies Inc. "Nabisco provides us with brands in new growth categories where they are a leader, such as cookies and crackers. This is a terrific acquisition for both Nabisco and Philip Morris shareholders."

Philip Morris said that Kraft Foods will make a separate announcement regarding the management structure and integration plan for combining Nabisco with Kraft.

As part of the FTC consent agreement, Nabisco agreed to divest assets of its U.S. dry packaged dessert and baking powder businesses, including Royal and My T Fine desserts and Davis and Fleischmann baking powder, to The Jel Sert Company, of West Chicago, IL. Nabisco previously announced, on November 6, 2000, plans to divest certain assets of its mint candy and gum businesses to Hershey Foods Corporation, including Breath Savers, Ice Breakers and Cool Blasts.

With 1999 operating revenues of more than $78 billion, the Philip Morris family of companies is the world's largest producer and marketer of consumer packaged goods. Philip Morris Companies Inc. has five principal operating companies: Kraft Foods, Inc. (comprising Kraft Foods North America and Kraft Foods International), Miller Brewing Company, Philip Morris International Inc., Philip Morris Incorporated (PM USA) and Philip Morris Capital Corporation.

For more information about Philip Morris Companies Inc. and its operating companies, please visit the following web sites: www.philipmorris.com, www.kraftfoods.com, www.kraftinternational.com, www.millerbrewing.com, www.pmintl.com, www.philipmorrisusa.com.