SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File No. 1-303
December 30, 1995
THE KROGER CO.
An Ohio Corporation I.R.S. Employer Identification
No. 31-0345740
Address Telephone Number
- -------- -----------------
1014 Vine St. (513) 762-4000
Cincinnati, Ohio 45202
Securities registered pursuant to section 12 (b) of the Act:
Name of Exchange on
Title of Class which Registered
- --------------- ----------------------
Common $1 par value New York Stock Exchange
124,634,336 shares outstanding on
March 15, 1996
9% Senior Subordinated Notes New York Stock Exchange
due 1999, face $1000
125,000 notes outstanding
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No .
---------- ---------
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10K or any amendment to this Form 10K [ ].
The aggregate market value of the Common Stock of The Kroger Co.
held by nonafflilates as of February 12, 1996: $4,432,772,651
Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act on or before April 28, 1996 incorporated by
reference into Parts II and III of Form 10-K.
<PAGE>
SIGNATURES
-----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE KROGER CO.
Dated: April 26, 1996 By: (Paul W. Heldman)
Paul W. Heldman
Vice President, Secretary
and General Counsel
<PAGE>
INDEX OF EXHIBITS
------------------
Exhibit
- --------
23.2 Consent of Independent Accountants.
23.3 Consent of Independent Accountants.
99.2 Financial Statements for The Kroger Co. Savings Plan for
the Year Ended December 31, 1995.
99.3 Financial Statements for the Dillon Companies, Inc.
Employees' Stock Ownership and Savings Plan for the Year
Ended December 31, 1995.
<PAGE>
EXHIBIT 99.3
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
December 31, 1995 and 1994
Table of Contents
-----------------
Financial Statements:
- ---------------------
Report of Independent Accountants
Statement of Net Assets Available for Plan Benefits
Statement of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Supplemental Schedules:
- -----------------------
Item 27(a) - Schedule of Assets Held for Investment Purposes
Item 27(d) - Schedule of Reportable Transactions
All other schedules required by Form 5500 have been omitted as
being not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
The Trust Committee
Dillon Companies, Inc.
Employees Stock Ownership and Savings Plan
We have audited the accompanying statement of net assets available
for plan benefits of the Dillon Companies, Inc. Employees Stock
Ownership and Savings Plan as of December 31, 1995 and 1994, and
the related statement of changes in net assets available for plan
benefits for the years then ended. These financial statements are
the responsibility of the Plan s management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with 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 net assets available for plan
benefits of the Dillon Companies, Inc. Employees Stock Ownership
and Savings Plan as of December 31, 1995 and 1994, and the changes
in net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules as listed on page 1 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required by
the Department of Labor s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
(Coopers & Lybrand, L.L.P.)
Coopers & Lybrand, L.L.P.
Cincinnati, Ohio
April 12, 1996
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Statement of Net Assets
Available for Plan Benefits
As of December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------------ ------------
Assets
- -------
<S> <C> <C>
Cash and cash equivalents $ 5,956,681 $ 9,503,497
Investment contracts with insurance companies 18,610,773 25,963,671
Investments in BASIC 28,145,775 21,368,513
Investments in PIMCO 14,263,587 12,713,089
Investments in State Street Fixed Fund 11,442,943 5,598,490
The Kroger Co. common stock 207,482,373 127,741,853
Trust funds managed by:
State Street Research and Management 15,625,016 10,018,752
Mellon Capital Stock Index Fund 14,322,892 6,540,070
------------ ------------
315,850,040 219,447,935
Other assets - 25,216
------------ ------------
Total assets 315,850,040 219,473,151
------------ ------------
<CAPTION>
Liabilities
- -----------
<S> <C> <C>
Accounts payable 354,219 147,374
Dividends payable 16,763 16,787
------------ ------------
Total liabilities 370,982 164,161
------------ ------------
<CAPTION>
<S> <C> <C>
Net assets available for plan benefits $315,479,058 $219,308,990
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Statement of Changes in Net Assets
Available for Plan Benefits
For the Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Additions (deductions) to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
The Kroger Co. common stock $ 71,942,470 $ 20,271,879
Interest: ------------ -------------
Short-term investments 178,049 88,758
Investment contracts with insurance companies, investments in BASIC,
investments in PIMCO, investments in State Street Fixed Fund 5,442,050 4,771,562
------------ ------------
5,620,099 4,860,320
------------ -------------
Net investment income (loss) of trust funds managed by:
State Street Research and Management 2,760,524 (476,358)
Mellon Capital Stock Index Fund 2,963,792 49,026
------------ -------------
5,724,316 (427,332)
Contributions: ------------ -------------
Employer 2,797,626 2,787,292
Employee 21,079,737 19,821,765
------------ -------------
23,877,363 22,609,057
------------ -------------
Total additions 107,164,248 47,313,924
------------ -------------
Deductions from net assets attributed to:
Benefits paid to participants 10,927,021 8,322,475
Administrative expenses 67,159 71,922
------------ -------------
Total deductions 10,994,180 8,394,397
------------ -------------
Increase in net assets available for plan benefits 96,170,068 38,919,527
Net assets available at beginning of period 219,308,990 180,389,463
------------ -------------
Net assets available at end of period $315,479,058 $219,308,990
============ =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1995 and 1994
1) Summary of Significant Accounting Policies
------------------------------------------
The accompanying financial statements have been prepared on an
accrual basis and present the net assets available for plan
benefits and changes in those net assets based on fair value
(quoted market prices where available) or estimated fair
values. Fixed investments are valued at contract value (cost
plus accrued interest). Purchases and sales of The Kroger Co.
common stock are recorded on a trade date basis. The Plan
presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those
investments.
In 1995, the Plan adopted the American Institute of Certified
Public Accountants Statement of Position (SOP) 94-4,
"Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans". SOP
94-4 requires that investment contracts that are fully
benefit-responsive be stated at contract value, which may or
may not be equal to fair value, and all other investment
contracts be stated at fair value. The adoption of SOP 94-4
did not have a material effect on the financial position and
changes in financial position of the Plan.
2) Description of Dillon Companies, Inc. Employees' Stock
Ownership and Savings Plan
-------------------------------------------------------
Employees of Dillon Companies, Inc. and its subsidiaries with
one year of service and who have attained age 21 are eligible
to become a participant as of the earliest January 1 or July 1
following completion of said eligibility requirements.
The interest of all participants in the Plan are fully vested
at all times and are not subject to forfeiture or cancellation
under any circumstances. Plan assets are for participants
only and may never revert to the employer.
Plan income and expenses for each period are allocated to the
participants accounts in the ratio that the balance in the
account of each participant bears to the balance of all the
participants' accounts immediately before the allocation.
ESOP employer contributions are allocated based on
participants' salaries as stated in the Plan.
All distributions to participants are in cash or in whole
shares of The Kroger Co. common stock (cash is paid for
fractional shares). Participants and beneficiaries
individually exercise voting rights on the shares of The
Kroger Co. common stock allocated to their account.
Dividends are allocated to participants' accounts in the same
manner as earnings.
Under the 401(k) salary reduction provision, Plan participants
may make an election to have the Company contribute to the
Plan on their behalf from two percent (2%) to twenty percent
(20%) of the qualifying compensation that would otherwise be
payable to them for the Plan year.
A basic matching employer contribution is allocated to
participants of the Stock Fund equal to ten percent (10%) of
salaries directed by participants. A supplemental employer
contribution is allocated in proportion to all participants'
salaries directed to all investments. The supplemental
contribution is based on the annual financial results of The
Kroger Co. and determined annually by the Board of Directors.
The supplemental contribution ranges from none to twenty
percent (20%) of participant contributions. For 1995 and
1994, the Company made both a basic matching contribution and
a supplemental contribution.
The Company currently has discontinued contributions to the
ESOP portion of the Plan and has no present intentions to
resume such contributions.
Participants of the 401(k) portion of the Plan and
participants of the ESOP portion of the Plan who are over age 55
are allowed quarterly and annual investment option
selections, respectively, to direct all or a portion of their
contributions to the following funds:
Fixed
Index
Balanced
Kroger Stock
3) Investments
-----------
The Dillon Companies, Inc. Employee Master Trust was formed on
July 1, 1987, as the funding medium for various employee
benefit plans administered by the Company. All assets of the
Dillon Companies, Inc. Profit Sharing and Savings Plan, Dillon
Companies, Inc. Pension Plan, and Dillon Companies, Inc.
Employees' Stock Ownership and Savings Plan (the Plan) are
funded through the Dillon Companies, Inc. Employee Master
Trust. The allocation of assets between plans is based upon
individual plan assets adjusted monthly for contributions,
benefit payments, earnings and administrative expenses.
The Plan's investments are held by the Dillon Companies, Inc.
Employee Master Trust (the Trust) and are administered by the
Dillon Companies, Inc. Trust Committee. The Trust Committee
selects investment managers to manage certain assets of the
Plan. The net change in funds managed by investment managers
includes revenue earned, unrealized and realized gains and
losses on investments, and fiduciary expenses. The
investments and changes therein of the trust funds managed by
investment managers have been reported to the Plan by the
trustees as having been determined through the use of fair
value or estimated fair values for all assets and liabilities of
the trust funds.
4) Fixed Investments
-----------------
The Plan had the following fixed investments in the fixed fund
as of December 31, 1995:
* Investment contracts with insurance companies with annual
crediting interest rates varying from 3.55% to 9.92% and
maturities from one month to nine years.
* Benefit Accessible Securities Investment Contracts
(BASICs) with annual crediting interest rates ranging
from 6.00% to 8.75% and maturities from four to 12 years.
* Investment in Pacific Investment Management Company
(PIMCO) with a variable crediting interest rate of 6.8%.
The variable crediting interest rate is adjusted
quarterly.
* Investment in Providian Capital Management (State Street
Fixed Fund) with a variable crediting interest rate of
7.49%. The variable crediting interest rate is adjusted
quarterly.
The crediting interest rate for investment contracts with
insurance companies and BASICs is the contract rate. The
crediting interest rate for investments in PIMCO and State
Street Fixed Fund is based upon a predetermined formula which
factors in duration, market value, and book value of the
portfolio. The minimum crediting interest rate for these
investments is zero percent.
All of the Plan's fixed investments are fully benefit-
responsive. A fully benefit-responsive investment provides a
liquidity guarantee by a financially responsible third party
of principal and previously accrued interest for liquidations,
transfers, loans, or withdrawals initiated by plan
participants under the terms of the ongoing Plan. Certain
employer initiated events (i.e. lay-offs, mergers, bankruptcy,
plan termination) are not eligible for the liquidity
guarantee.
The following information is presented in the aggregate for
the fixed investments:
1995 1994
----------- -----------
Fair Value $81,600,836 $69,560,527
Average Yield 7.85% 8.13%
The fair value of the fixed investments are calculated as the
aggregate present value of the underlying cash flows using
interest rates quoted for securities with similar duration and
credit risk.
5) Tax Status
----------
The Internal Revenue Service has issued a determination letter
to the Plan that the requirements for a qualified plan under
Section 401(a) of the Internal Revenue Code have been met and
the Plan is exempt from federal and state income taxes. The
Plan has been amended since receiving the determination letter
and Plan management believes that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
6) Priorities Upon Termination of the Plan
---------------------------------------
It is the intent of the Company to continue the Plan
indefinitely; however, the Company reserves the right to
terminate the Plan at any time.
In the event of termination of the Plan, the Trustees shall
continue to administer the Plan in accordance with the
provisions of the Plan until all obligations have been
discharged or satisfied.
7) Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits as of the
date of the Plan s financial statements and the reported
changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those
estimates.
8) Summary of Changes in Investment Options
----------------------------------------
<TABLE>
<CAPTION>
Kroger
Fixed Index Balanced Stock Total
1995 ------------ ------------ ------------ ------------- --------------
- -----
<S> <C> <C> <C> <C> <C>
ESOP
Beginning Balance 12-31-94 $ 2,269,628 $ 156,705 $ 182,280 $ 48,786,162 $ 51,394,775
Transfers 468,702 85,313 172,893 (726,908) -
Withdrawals (226,663) (10,393) (22,845) (958,671) (1,218,572)
Earnings, net 167,287 56,463 43,770 24,800,263 25,067,783
------------ ------------ ------------ ------------- --------------
Ending Balance 12-31-95 $ 2,678,954 $ 288,088 $ 376,098 $ 71,900,846 75,243,986
============ ============ ============ ============= --------------
401(k)
Beginning Balance 12-31-94 $67,843,290 $ 6,605,789 $ 9,936,025 $ 83,529,111 167,914,215
Transfers (2,538,104) 4,009,820 1,510,727 (2,982,443) -
Withdrawals (4,253,340) (396,152) (400,834) (4,658,123) (9,708,449)
Contributions -- Employee 8,109,482 1,381,200 1,835,906 9,753,149 21,079,737
Contributions -- Employer - - - 2,797,626 2,797,626
Earnings, net 5,374,948 2,916,117 2,718,671 47,142,207 58,151,943
------------ ------------ ------------ ------------- --------------
Ending Balance 12-31-95 $74,536,276 $14,516,774 $15,600,495 $135,581,527 240,235,072
============ ============ ============ ============= --------------
Total $315,479,058
==============
1994
- -----
ESOP
Beginning Balance 12-31-93 $ 1,852,416 $ 166,571 $ 293,174 $ 42,569,029 $ 44,881,190
Transfers 433,761 4,887 (85,116) (353,532) -
Withdrawals (156,321) (14,913) (14,644) (925,556) (1,111,434)
Earnings, net 139,772 160 (11,134) 7,496,221 7,625,019
------------ ------------ ------------ ------------- -------------
Ending Balance 12-31-94 $ 2,269,628 $ 156,705 $ 182,280 $ 48,786,162 51,394,775
============ ============ ============ ============= -------------
401(k)
Beginning Balance 12-31-93 $53,686,683 $ 5,794,838 $11,181,955 $ 64,844,797 135,508,273
Transfers 4,083,862 (191,898) (1,988,970) (1,902,994) -
Withdrawals (2,445,836) (234,083) (591,612) (3,939,510) (7,211,041)
Contributions -- Employee 7,867,290 1,187,743 1,802,864 8,963,868 19,821,765
Contributions -- Employer - - - 2,787,292 2,787,292
Earnings, net 4,651,291 49,189 (468,212) 12,775,658 17,007,926
------------ ------------ ------------ ------------- -------------
Ending Balance 12-31-94 $67,843,290 $ 6,605,789 $ 9,936,025 $ 83,529,111 167,914,215
=========== =========== =========== ============ -------------
Total $219,308,990
=============
</TABLE>
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1995
<TABLE>
<CAPTION>
Annual
Interest Maturity Carrying
Rate Date Cost Value
-------- -------- ----------- -----------
Investments with The Northern Trust Company:
- -------------------------------------------
<S> <C> <C>
Short Term Investments (Cash Equivalents) $18,763,000 $19,532,501
=========== ===========
Allocation:
-----------
Profit Sharing $11,993,076 $12,484,932
Pension 1,612,846 1,678,991
ESOP 401(k) 5,157,078 5,368,578
----------- -----------
$18,763,000 $19,532,501
=========== ===========
</TABLE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1995
<TABLE>
<CAPTION>
Annual
Interest Maturity Carrying
Rate Date Cost Value
-------- -------- ----------- -----------
Investment Contracts with Insurance Companies:
- ----------------------------------------------
<S> <C> <C> <C> <C>
Allstate Life Insurance 9.30% 1997 $ 2,000,000 $ 3,141,950
Confederation Life Insurance - 1,000,000 1,031,995
Connecticut Mutual Life 9.25% 1996
to 9.60% to 1997 6,000,000 9,795,668
John Hancock Mutual Life 8.84% 1996
to 9.72% to 1998 9,000,000 12,623,177
Hartford Life Insurance 8.50% 1996
to 9.48% to 1998 5,000,000 7,854,702
Life Insurance Co. of Georgia 9.43%
to 9.58% 1996 4,000,000 4,307,250
Massachusetts Mutual Life 8.93%
to 9.92% 1996 8,500,000 13,997,971
Metropolitan Life Insurance 6.85%
to 6.95% 1997 2,411,556 3,242,851
Mutual Benefit Life of New Jersey 3.55% 2004 1,500,000 1,824,023
Ohio National Life 8.21%
to 8.87% 1998 5,000,000 7,100,468
Provident Mutual Life Insurance 8.82% 1998 1,000,000 1,086,186
Travelers Insurance Company 8.80%
to 9.10% 1998 2,000,000 2,100,861
Alliance Capital Management Corporation Variable Variable 6,125 6,125
Investment Contract Reserve for Loss - (175,000)
Pension - Investment Contract Valuation - 118,003
----------- ------------
Total Dillon Companies, Inc.
Employee Master Trust $47,417,681 $68,056,230
=========== ============
<CAPTION>
Allocation:
-----------
<S> <C> <C>
Profit Sharing $31,779,464 $45,532,392
Pension 2,648,774 3,795,062
Pension - Investment Contract Valuation - 118,003
ESOP 401(k) 12,989,443 18,610,773
----------- ------------
$47,417,681 $68,056,230
=========== ============
</TABLE>
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1995
<TABLE>
<CAPTION>
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- ---------- ----------- ----------
Investments in BASIC:
- ---------------------
<S> <C> <C> <C> <C>
FNMA 90-128H 8.500% 2007 $ 2,143,508 $ 2,243,450
FNMA 90-6G 8.750% 2008 2,467,528 2,463,465
FNMA 89-50E 8.625% 2003 1,168,104 1,143,028
FNMA 92-16KD 7.000% 2005 4,759,312 4,841,694
FNMA 92-134H 7.500% 2005 6,838,022 7,054,456
FHLMC 1365PI 7.250% 2005 3,961,844 4,094,693
FNMA 92-182PH 7.000% 2005 2,881,109 3,028,586
FNMA 92-200H 7.000% 2006 2,946,875 3,073,607
FHLMC 1458J 7.000% 2005 4,856,601 5,018,666
FHLMC 1457PJ 7.000% 2006 4,922,875 5,072,338
FHLMC 1542H 6.500% 2003 6,032,812 6,157,008
FHLMC 1625H 6.000% 2008 9,695,312 9,785,607
FNMA 93-134G 6.500% 2006 7,415,000 7,533,270
FNMA 94-48E 6.000% 2007 6,002,062 6,104,578
FNMA 94-10PC 6.500% 2005 9,006,250 9,142,324
5 YR UST 7.750% 1999 4,005,212 4,160,035
10 YR UST 7.875% 2004 4,042,185 4,079,847
FNMA 93-107D 6.500% 2002 2,902,969 2,927,336
FNMA 93-118H 6.500% 2004 5,932,992 5,968,783
FNMA 93-209J 6.000% 2008 4,641,333 4,674,408
Pension - BASIC Valuation - 77,011
----------- ----------
Total Dillon Companies,Inc.
Employee Master Trust $96,621,905 $98,644,190
=========== ===========
<CAPTION>
Allocation:
- ------------
<S> <C> <C>
Profit Sharing $67,501,360 $68,860,355
Pension 1,530,241 1,561,049
Pension - BASIC Valuation - 77,011
ESOP 401(k) 27,590,304 28,145,775
----------- -----------
$96,621,905 $98,644,190
=========== ===========
</TABLE>
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1995
<TABLE>
<CAPTION>
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- ---------- ----------- ----------
Investments in PIMCO:
- ---------------------
<S> <C> <C> <C> <C>
Total Dillon Companies,Inc.
Employee Master Trust 6.860% Variable $ 43,000,000 $ 49,160,325
============ ============
<CAPTION>
Allocation:
- -----------
<S> <C> <C>
Profit Sharing $ 30,523,796 $ 34,896,738
Pension - -
ESOP 401(k) 12,476,204 14,263,587
------------ -----------
$ 43,000,000 $ 49,160,325
============ ============
<CAPTION>
Investments in State Street Fixed Fund:
- ---------------------------------------
<S> <C> <C> <C> <C>
Total Dillon Companies, Inc.
Employee Master Trust 7.485% Variable $ 37,000,000 $ 39,438,803
============ ============
<CAPTION>
Allocation:
-----------
<S> <C> <C>
Profit Sharing $ 26,264,662 $ 27,995,860
Pension - -
ESOP 401(k) 10,735,338 11,442,943
------------ ------------
$ 37,000,000 $ 39,438,803
============ ============
<CAPTION>
Investments in The Kroger Co. Common Stock:
- -------------------------------------------
<S> <C> <C> <C>
Total Dillon Companies, Inc.
Employee Master Trust $115,528,312 $322,059,850
============ ============
Allocation: Shares
----------- ------
Profit Sharing 2,834,564 $ 41,765,504 $105,941,833
Pension 231,054 2,785,347 8,635,644
ESOP 401(k) 5,551,368 70,977,461 207,482,373
--------- ----------- ------------
8,616,986 $115,528,312 $322,059,850
========= ============ ============
<CAPTION>
Investments in The Northern Trust Company:
- ------------------------------------------
<S> <C> <C>
Total Dillon Companies, Inc.
Employee Master Trust $ 43,809,645 $ 53,425,716
============ ============
Allocation:
-----------
Profit Sharing $ - $ -
Pension 43,809,645 53,425,716
ESOP 401(k) - -
------------ ------------
$ 43,809,645 $ 53,425,716
============ ============
</TABLE>
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31,1995
<TABLE>
<CAPTION>
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- ---------- ----------- ----------
Investments in Trust Funds Managed by:
- --------------------------------------
<S> <C> <C>
State Street Research and Management:
Total Dillon Companies, Inc.
Employee Master Trust $49,486,694 $57,720,291
=========== ===========
Allocation:
-----------
Profit Sharing $36,090,532 $42,095,275
Pension - -
ESOP 401(k) 13,396,162 15,625,016
----------- -----------
$49,486,694 $57,720,291
=========== ===========
<CAPTION>
Mellon Capital Stock Index Fund:
- --------------------------------
<S> <C> <C>
Total Dillon Companies, Inc.
Employee Master Trust $32,147,262 $42,378,552
=========== ===========
Allocation:
-----------
Profit Sharing $21,282,290 $28,055,660
Pension - -
ESOP 401(k) 10,864,972 14,322,892
----------- -----------
$32,147,262 $42,378,552
=========== ===========
</TABLE>
<PAGE>
DILLON COMPANIES, INC.
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions
(Master Trust)
Year Ended December 31, 1995
<TABLE> Current
<CAPTION> Value on
Selling Cost of Date of Net Gain
Description of Transaction Price Price Asset Transactions or (Loss)
- --------------------------------- ----------- ------------ ------------ -------------- ---------
<S> <C> <C> <C> <C> <C>
The Northern Trust Company
time deposits $71,663,000 -- $ 71,663,000 $71,663,000 --
The Northern Trust Company
time deposits -- $71,500,000 71,500,000 71,500,000 --
Allstate Life Insurance
Investment contract -- 5,000,000 5,000,000 5,000,000 --
Canada Life Assurance
Investment contract -- 1,000,000 1,000,000 1,000,000 --
Connecticut Mutual
Investment contract -- 5,000,000 5,000,000 5,000,000 --
Great West Life Assurance
Investment contract -- 2,500,000 2,500,000 2,500,000 --
John Hancock Mutual Life
Investment contract -- 2,000,000 2,000,000 2,000,000 --
Hartford Life Insurance
Investment contract -- 2,000,000 2,000,000 2,000,000 --
Sun Life Assurance Co.
Investment contract -- 4,000,000 4,000,000 4,000,000 --
5 YR UST
BASIC contract 4,005,212 -- 4,005,212 4,005,212 --
10 YR UST
BASIC contract 4,042,185 -- 4,042,185 4,042,185 --
FNMA 93-107D
BASIC contract 2,902,969 -- 2,902,969 2,902,969 --
FNMA 93-118H
BASIC contract 5,932,992 -- 5,932,992 5,932,992 --
FNMA 93-209J
BASIC contract 4,641,333 -- 4,641,333 4,641,333 --
State Street Fixed Fund
trust investment 17,000,000 -- 17,000,000 17,000,000 --
Mellon Capital Index Fund
trust investment 12,850,000 -- 12,850,000 12,850,000 --
State Street Research & Management Co.
trust investment 6,500,000 -- 6,500,000 6,500,000 --
State Street Research & Management Co.
trust investment -- 1,900,000 1,900,000 1,900,000 --
The Northern Trust Company
trust investment 1,799,982 -- 1,799,982 1,799,982 --
The Northern Trust Company
The Kroger Co. common stock
53,637 shares -- 1,799,982 646,590 1,799,982 $1,153,392
Merrill Lynch
The Kroger Co. common stock
126,100 shares 4,258,790 -- 4,258,790 4,258,790 --
Merrill Lynch
The Kroger Co. common stock
46,100 shares -- 1,267,314 622,152 1,267,314 645,162
</TABLE>
Exhibit 99.2
The Kroger Co. Savings Plan
Index To Financial Statements
December 31, 1995
Report of Independent Accountants
Statement of Net Assets Available
For Plan Benefits at December 31, 1995
Statement of Net Assets Available
For Plan Benefits at December 31, 1994
Statement of Changes in Net Assets
Available For Plan Benefits for
the year ended December 31, 1995
Statement of Changes in Net Assets
Available For Plan Benefits for
the year ended December 31, 1994
Statement of Changes in Net Assets
Available For Plan Benefits for
the year ended December 31, 1993
Notes to Financial Statements
Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1995
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995
<PAGE>
Report of Independent Accountants
----------------------------------
To the Administrative Committee of The Kroger Co. Savings Plan
We have audited the accompanying statements of net assets available
for plan benefits of The Kroger Co. Savings Plan as of December 31,
1995 and 1994, and the related statements of changes in net assets
available for plan benefits for the years ended December 31, 1995,
1994 and 1993. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 net assets available for plan
benefits of The Kroger Co. Savings Plan as of December 31, 1995 and
1994, and the changes in net assets available for plan benefits for
the years ended December 31, 1995, 1994, and 1993 in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment and reportable transactions
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund
information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for
plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
(COOPERS & LYBRAND L.L.P.)
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
March 29, 1996
<PAGE>
<TABLE>
THE KROGER CO. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
at December 31, 1995
(In thousands of dollars)
--------------------------
<CAPTION> 1995
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERRILL
LYNCH MERRILL MERRILL AMERICAN
EMPLOYER EQUITY LYNCH LYNCH CAPITAL TEMPORARY
STOCK INDEX BASIC GLOBAL EMERGING TEMPLETON FIXED PARTICIPANT INVESTMENT
ASSETS FUND TRUST VALUE ALLOCATION GROWTH FOREIGN INCOME LOANS FUND TOTAL
---------- -------- ------- ---------- -------- --------- ------ ----------- ---------- -------
Investments:
The Kroger Co. common shares
(Cost - $198,005) $540,548 $540,548
Contracts with insurance
companies (stated at
contract value) $83,352 83,352
Mutual funds (cost - $25,248) $6,926 $5,012 $8,127 $6,423 26,488
Collective investment trust
(cost - $38,162) $50,818 50,818
Temporary cash investments
and loans to participants 21,701 $12,735 $380 34,816
--------- ------- ------ ------- ----- ------- -------- ------- -------- --------
Total investments 540,548 50,818 6,926 5,012 8,127 6,423 105,053 12,735 380 736,022
Receivables:
Employee contributions 1,204 233 45 33 58 43 369 1,985
Employer contributions 6,080 6,080
Interest and dividends 107 107
-------- ------- ------ ------ ----- ------- -------- ------- ------- --------
Total assets 547,832 51,051 6,971 5,045 8,185 6,466 105,422 12,735 487 744,194
-------- ------- ------ ------ ----- ------- -------- ------- ------- --------
LIABILITIES
Payable for administrative
fees 324 324
-------- ------- ------ ------ ----- ------- -------- ------- ------- --------
Total liabilities 324 324
-------- ------- ------ ------ ----- ------- -------- ------- ------- --------
Net assets available for
plan benefits $547,832 $51,051 $6,971 $5,045 $8,185 $6,466 $105,422 $12,735 $163 $743,870
======== ======= ====== ====== ====== ====== ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
THE KROGER CO. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
at December 31, 1994
(In thousands of dollars)
--------------------------
<CAPTION> 1994
----------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERRILL
LYNCH MERRILL MERRILL AMERICAN
EMPLOYER EQUITY LYNCH LYNCH CAPITAL TEMPORARY
STOCK INDEX BASIC GLOBAL EMERGING TEMPLETON FIXED PARTICIPANT INVESTMENT
ASSETS FUND TRUST VALUE ALLOCATION GROWTH FOREIGN INCOME LOANS FUND TOTAL
--------- ------- ------- ---------- -------- --------- ------ ----------- ---------- --------
Investments:
The Kroger Co. common shares
(Cost - $186,931) $360,232 $360,232
Contracts with insurance
companies (stated at
contract value) $65,133 65,133
Mutual funds (cost - $11,109) $2,075 $2,469 $2,343 $3,569 10,456
Collective investment trust
(cost - $32,708) $33,045 33,045
Temporary cash investments
and loans to participants 15,157 $9,124 $178 24,459
--------- ------- ------ ------- ------ ------- ------- ------- --------- --------
Total investments 360,232 33,045 2,075 2,469 2,343 3,569 80,290 9,124 178 493,325
Receivables:
Employee contributions 246 58 4 5 5 7 122 447
Employer contributions 5,865 5,865
Interest and dividends 33 33
--------- ------- ------ ------- ------ ------- ------- ------- --------- --------
Total assets 366,343 33,103 2,079 2,474 2,348 3,576 80,412 9,124 211 499,670
--------- ------- ------ ------- ------ ------- ------- ------- --------- --------
LIABILITIES
Payable for administrative
fees 298 298
--------- ------- ------ ------ ------ ------- ------- ------- ---------- --------
Total liabilities 298 298
--------- ------- ------ ------ ------ ------- ------- ------- ---------- --------
Net assets available for
plan benefits $366,343 $33,103 $2,079 $2,474 $2,348 $3,576 $80,412 $9,124 $(87) $499,372
========= ======= ====== ====== ====== ======= ======= ======= ========== ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
THE KROGER CO. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1995
(In thousands of dollars)
--------------------------
<CAPTION> 1995
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERRILL
LYNCH MERRILL MERRILL AMERICAN
EMPLOYER EQUITY LYNCH LYNCH CAPITAL TEMPORARY
STOCK INDEX BASIC GLOBAL EMERGING TEMPLETON FIXED PARTICIPANT INVESTMENT
ASSETS FUND TRUST VALUE ALLOCATION GROWTH FOREIGN INCOME LOANS FUND TOTAL
---------- ------- ------ ---------- -------- --------- ------- ----------- ---------- --------
Employee contributions $ 24,177 $ 5,212 $ 780 $ 657 $ 932 $ 865 $ 9,587 $ 42,210
Employer contributions 6,080 6,080
Transfer from (to) other funds (29,677) 953 3,105 1,239 3,489 1,572 15,223 $ 3,945 $151
---------- ------- ------ --------- ------- --------- ------- ----------- ---------- --------
Total contributions
and transfers 580 6,165 3,885 1,896 4,421 2,437 24,810 3,945 151 48,290
Investment income:
Dividends 264 387 721 373 1,745
Interest 577 87 7 7 9 12 6,334 74 7,107
Net appreciation 194,359 12,945 773 343 796 131 209,347
--------- ------- ------ -------- ------- --------- ------- ----------- ---------- --------
Total additions 195,516 19,197 4,929 2,633 5,947 2,953 31,144 3,945 225 266,489
--------- ------- ------ -------- ------- --------- ------- ----------- ---------- --------
Distributions to participants 13,924 1,226 35 60 108 61 5,939 $ 334 (209) 21,478
Administrative expenses 103 23 2 2 2 2 195 184 513
--------- ------- ------ -------- ------- --------- ------- ----------- ---------- --------
Total deductions 14,027 1,249 37 62 110 63 6,134 334 (25) 21,991
--------- ------- ------ -------- ------- --------- ------- ----------- ---------- --------
Net increase 181,489 17,948 4,892 2,571 5,837 2,890 25,010 3,611 250 244,498
Net assets available for
plan benefits:
Beginning of year 366,343 33,103 2,079 2,474 2,348 3,576 80,412 9,124 (87) 499,372
-------- ------- ------- -------- ------ ------ -------- --------- --------- --------
End of year $547,832 $51,051 $ 6,971 $5,045 $8,185 $6,466 $105,422 $12,735 $163 $743,870
======== ======= ======= ======== ====== ====== ======== ========= ========= ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
THE KROGER CO. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1994
(In thousands of dollars)
--------------------------
<CAPTION> 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERRILL
LYNCH MERRILL MERRILL AMERICAN
EMPLOYER EQUITY LYNCH LYNCH CAPITAL TEMPORARY
STOCK INDEX BASIC GLOBAL EMERGING TEMPLETON FIXED MELLON PARTICIPANT INVESTMENT
ASSETS FUND TRUST VALUE ALLOCATION GROWTH FOREIGN INCOME EQUITY LOANS FUND TOTAL
--------- -------- ------ ---------- -------- --------- ------ -------- ----------- ---------- -------
Employee contributions $ 21,972 $ 5,846 $ 271 $ 314 $ 355 $ 373 $ 9,807 $ (532) $ 38,406
Employer contributions 6,684 6,684
Transfer from (to) other funds (11,554) 28,186 1,795 2,238 2,013 3,283 3,014 $(32,266) $9,905 (6,614)
--------- -------- ------ ---------- -------- --------- ------- -------- ---------- --------- --------
Total contributions
and transfers 17,102 34,032 2,066 2,552 2,368 3,656 12,821 (32,266) 9,905 (7,146) 45,090
Investment income (loss):
Dividends 108 133 60 223 524
Interest 381 65 2 3 3 4 4,885 31 5,374
Net appreciation(depreciation)59,151 224 (88) (208) (72) (303) 58,704
--------- -------- ------- --------- -------- --------- ------- -------- -------- --------- --------
Total additions(deductions) 76,634 34,321 2,088 2,480 2,359 3,580 17,706 (32,266) 9,905 (7,115) 109,692
--------- -------- ------- --------- -------- --------- ------- -------- -------- --------- --------
Distributions to participants 10,897 1,185 9 6 11 4 3,565 781 1,127 17,585
Administrative expenses 78 33 141 298 550
--------- -------- ------- --------- -------- --------- ------- -------- -------- --------- --------
Total deductions 10,975 1,218 9 6 11 4 3,706 781 1,425 18,135
--------- -------- ------- --------- -------- --------- ------- -------- -------- --------- --------
Net increase(decrease) 65,659 33,103 2,079 2,474 2,348 3,576 14,000 (32,266) 9,124 (8,540) 91,557
Net assets available for
plan benefits:
Beginning of year 300,684 66,412 32,266 8,453 407,815
-------- ------- ------- -------- -------- --------- ------- ------- --------- ------- --------
End of year $366,343 $33,103 $2,079 $2,474 $2,348 $3,576 $80,412 $0 $9,124 $(87) $499,372
======== ======= ======= ======== ======== ========= ======= ======= ========= ======= ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
<TABLE>
THE KROGER CO. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1993
(In thousands of dollars)
--------------------------
<CAPTION> 1993
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EMPLOYER FIDELITY MELLON TEMPORARY
STOCK EQUITY EQUITY FIXED INVESTMENT
FUND FUND FUND INCOME FUND TOTAL
-------- -------- ------ ------ ---------- --------
Employee contributions $ 34,909 $ 34,909
Employer contributions $ 3,125 3,125
Transfer from (to) other funds 7,751 $(12,170) $ 17,286 $ 9,686 (22,553)
Total contributions -------- --------- -------- --------- ---------- --------
and transfers 10,876 (12,170) 17,286 9,686 12,356 38,034
Investment income(loss):
Dividends 7 773 780
Interest 90 4,106 529 4,725
Net appreciation (depreciation) 79,119 1,947 (14) 81,052
Other 362 362
-------- --------- -------- --------- -------- --------
Total additions (deductions) 90,085 (12,163) 20,006 13,778 13,247 124,953
-------- --------- -------- --------- -------- --------
Distributions to participants 3,961 12,053 16,014
Administrative expenses 1 15 123 388 527
-------- --------- -------- --------- -------- --------
Total deductions 3,962 15 123 12,441 16,541
-------- --------- -------- --------- -------- --------
Net increase (decrease) 86,123 (12,163) 19,991 13,655 806 108,412
Net assets available for
plan benefits:
Beginning of year 214,561 12,163 12,275 52,757 7,647 299,403
--------- -------- -------- --------- -------- --------
End of year $300,684 $ 0 $32,266 $ 66,412 $ 8,453 $407,815
========= ======== ======== ========= ======== ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
<PAGE>
THE KROGER CO. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The following describes the significant policies followed in
the preparation of these financial statements.
INVESTMENTS VALUATION
---------------------
Investments in equity securities, mutual funds and collective
trusts are valued at fair value (quoted market prices where
available) or estimated fair values. Investment contracts are
valued at contract value (cost plus accrued interest).
In 1995, the Plan adopted the American Institute of Certified
Public Accountants Statement of Position (SOP) 94-4 "Reporting
of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans". SOP 94-4
requires that investment contracts that are fully benefit-
responsive be stated at contract value and all other
investment contracts be stated at fair value. The adoption of
SOP 94-4 did not have a material effect on the financial
position of the Plan.
PERVASIVENESS OF ESTIMATES
--------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits as of the
date of the Plan's financial statements and the reported changes
in net assets available for plan benefits during the reporting
period. Actual results could differ from those estimates.
OTHER
-----
Purchases and sales of securities are reflected on a trade
date basis. Gain or loss on sales of securities are based on
average cost.
Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded as earned on an accrual
basis.
The plan presents in the statement of changes in net assets
available for plan benefits the net appreciation or
depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments.
Certain prior year amounts have been reclassified to conform
to the current year presentation.
2. PLAN DESCRIPTION
-----------------
The Plan provides for eligible employees of The Kroger Co. and
subsidiaries (the "Company") to redirect a portion of their
salary, up to limits defined in the Plan, to the seven
investment funds of the Plan at any time.
Employee contributions to the Plan are limited to the lower of
$9,240 or 15% (6% if the participant is a highly compensated
employee as defined by the Internal Revenue Service) of the
employee's annual compensation during the period in which they
are a participant in the Plan, subject to Internal Revenue
Service Code limitations.
At the end of each year, the Company makes a basic matching
contribution into the Employer Stock Fund equal to ten percent
(10%) of the salary directed by participants to the Employer
Stock Fund during the year. A supplemental matching
contribution is allocated in proportion to salary directed to
all investment funds. The supplemental contribution is based
on the annual financial results of the Company and determined
annually by the Board of Directors. The supplemental
contribution ranges from none to twenty percent (20%) of
participant contributors.
In 1995, 1994 and 1993 the Company made both a basic matching
contribution and a supplemental matching contribution.
Each participant's account is credited with the participant's
contribution and an allocation of the Company's matching
contribution, Plan earnings, and other adjustments as defined in
the Plan. Allocations are based on participant earnings or
account balances as defined. The benefit to which a
participant is entitled is the benefit that can be provided
from the participant's account.
Further information about the Plan, including vesting,
allocation and benefit provisions, and employer and employee
contributions is contained in the Plan, and Plan amendments.
Copies of these documents are available from the Company's
Personnel Department.
3. INVESTMENT CONTRACTS
---------------------
The Plan's Fixed Income Fund contains various investment
contracts which are fully benefit-responsive. A fully
benefit-responsive investment provides a liquidity guarantee
by a financially responsible third party of principal and
previously accrued interest for liquidations, transfers,
loans, or withdrawals initiated by plan participants
under the terms of the ongoing Plan. Certain employer
initiated events (i.e., lay-offs, mergers, bankruptcy, plan
termination) are not eligible for the liquidity guarantee.
The following information is presented in the aggregate for
the investment contracts:
1995 1994
------------ ------------
Fair value 87,186,580 63,704,766
Crediting interest rates 6.0% to 9.4% 6.0% to 9.5%
Average yield 7.0% 6.8%
The crediting interest rates for the investment contracts are
based upon the contract rate or a predetermined formula which
factors in duration, market value and book value of the
investment. Certain of the crediting rates are adjusted
quarterly. The minimum crediting interest rate for these
investments is zero.
The fair value of the investment contracts is calculated as
the aggregate present value of the underlying cash flows using
interest rates quoted for securities with similar duration and
credit risk.
4. TAX STATUS
----------
The Plan obtained its latest determination letter on October
7, 1986, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the Internal
Revenue Code. However, the Plan has been amended since
receiving the determination letter. The Plan administrator
and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's
financial statements.
Participant contributions and earnings of the Plan are not
subject to federal income tax until distribution, at which
time they are taxable to the recipient.
5. RECONCILIATION TO FORM 5500
---------------------------
Department of Labor regulations require that differences
between the amounts included in the financial statements of
the Plan and reported on Form 5500 be disclosed. Differences
in amounts shown in the financial statements of the Plan and
those reported on Form 5500, as amended, for the year ended
December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Amounts per Amounts per
Financial Statements Form 5500 Difference
-------------------- ----------- ----------
<S> <C> <C> <C>
The Kroger Co. Savings Plan
- ----------------------------
For the year ended December 31, 1993
Statement of Net Assets
Available for Plan Benefits:
Employer contributions receivable $3,115,652 $3,851,048 $(735,396)
Statement of Changes in Net Assets
Available for Plan Benefits:
Employer contributions $3,115,652 $3,851,048 $(735,396)
</TABLE>
These differences result from the valuation of the employer
stock contribution receivable at December 31, 1993. The
financial statements reflect the value of the shares to be
contributed to the Plan at the date the matching contribution
was granted. Form 5500 reflects the value of the shares
contributed to the Plan on the date the shares were
transferred to the Trustee.
Since the employer matching contribution to the Plan for 1995
and 1994 was made in cash, the employer contribution
receivable in the statement of net assets available for plan
benefits, and employer contributions and change in unrealized
appreciation in the statement of changes in net assets
available for plan benefits for the years ended December 31,
1995 and 1994 do not differ from those reported on Form 5500.
<PAGE>
THE KROGER CO. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
at December 31, 1995
(In thousands of dollars)
-------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR
PRINCIPAL 1995
-------
NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST FAIR VALUE
- --------------------------------- --------------- -------- ----------
<S> <C> <C> <C> <C>
EMPLOYER STOCK FUND
-------------------
The Kroger Co. common shares 14,462,827 shs. $198,005 $540,548
MERRILL LYNCH EQUITY INDEX TRUST
--------------------------------
Collective Investment Trust 1,267,529 shs. 38,162 50,818
MERRILL LYNCH BASIC VALUE
-------------------------
Mutual Fund 244,635 shs. 6,285 6,926
MERRILL LYNCH GLOBAL ALLOCATION
-------------------------------
Mutual Fund 361,088 shs. 4,869 5,012
AMERICAN CAPITAL EMERGING GROWTH
--------------------------------
Mutual Fund 266,572 shs. 7,511 8,127
TEMPLETON FOREIGN
-----------------
Mutual Fund 699,647 shs. 6,582 6,423
FIXED INCOME
------------
Investment Contracts 83,352 shs. 83,352 87,187
Temporary Cash Investments 21,701 shs. 21,701 21,701
PARTICIPANT LOANS
-----------------
Loans to Participants $12,735 12,735 12,735
TEMPORARY INVESTMENT FUND
-------------------------
Temporary Cash Investments 380 shs. 380 380
-------- --------
Total $379,582 $739,857
======== ========
</TABLE>
<PAGE>
THE KROGER CO. SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1995
(In thousands of dollars)
-------------------------
<TABLE>
<CAPTION>
Expenses
incurred in
Transaction # of # of connection with Realized
Type Security Description Trans Shares transaction Cost Proceeds Gain(Loss)
- ----------- --------------------------- ------ --------- ---------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
KROGER COMMON STOCK
BUY Kroger Co. Common Stock 885 1,449,701 41,207,246
SELL Kroger Co. Common Stock 1211 1,796,874 209,709 28,786,287 54,112,220 25,116,224
POOLED SEPARATE A/C(GICS)
BUY Kroger Co. Fixed Income Fund 1029 46,423,054 46,423,054
SELL Kroger Co. Fixed Income Fund 1101 21,660,145 21,659,530 21,660,149 619
PENDING SETTLEMENT FUNDS
BUY Temporary Investment Fund 252 43,695,979 43,695,979
SELL Temporary Investment Fund 250 43,609,373 43,609,373 43,609,373
</TABLE>
Exhibit 23.2
------------
Consent of Independent Accountants
We consent to the incorportation by reference in the registration
statement of The Kroger Co. on Form S-8 (File No. 33-29640) of our
report dated March 29, 1996, on our audits of the financial
statements and financial statement schedules of The Kroger Co.
Savings Plan as of December 31, 1995 and 1994, and for each of the
three years in the period ended December 31, 1995, which report is
included in this Annual Report on Form 10-K.
(COOPERS & LYBRAND L.L.P.)
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
April 24, 1996
<PAGE>
Exhibit 23.3
------------
Consent of Independent Accountants
We consent to the incorportation by reference in the registration
statement of The Kroger Co. on Form S-8 (File No. 33-29405) of our
report dated April 12, 1996, on our audits of the financial
statements and financial statement schedules of Dillon Companies,
Inc. Employees' Stock Ownership and Savings Plan as of December 31,
1995 and 1994, and for the years then ended, which report is
included in this Annual Report on Form 10-K.
(COOPERS & LYBRAND L.L.P.)
COOPERS & LYBRAND L.L.P.
Cincinnati, Ohio
April 24, 1996
<PAGE>
