-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TwXSLEran8WdWcKXGpNcOkk+ZlpSq950In8Rp6sevXaDvggtssUj7SGiTAS25TAu kKotxyOseIRvNfxioM8Kuw== 0000056873-96-000007.txt : 19960429 0000056873-96-000007.hdr.sgml : 19960429 ACCESSION NUMBER: 0000056873-96-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951230 FILED AS OF DATE: 19960426 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 96551028 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137624000 10-K/A 1 10KA DATED 04/25/96 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. 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 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. EX-99.3 2 EXHIBIT 99.3 TO 10KA 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. 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 DILLON COMPANIES, INC. EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN Statement of Net Assets Available for Plan Benefits As of December 31, 1995 and 1994
1995 1994 ------------ ------------ Assets - ------- 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 ------------ ------------ Liabilities - ----------- Accounts payable 354,219 147,374 Dividends payable 16,763 16,787 ------------ ------------ Total liabilities 370,982 164,161 ------------ ------------ Net assets available for plan benefits $315,479,058 $219,308,990 ============ ============
See accompanying notes to financial statements. 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
1995 1994 ------------ ------------ 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 ============ =============
See accompanying notes to financial statements. 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 ----------------------------------------
Kroger Fixed Index Balanced Stock Total 1995 ------------ ------------ ------------ ------------- -------------- - ----- 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 =============
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes (Master Trust) December 31, 1995
Annual Interest Maturity Carrying Rate Date Cost Value -------- -------- ----------- ----------- Investments with The Northern Trust Company: - ------------------------------------------- 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 =========== ===========
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes (Master Trust) December 31, 1995
Annual Interest Maturity Carrying Rate Date Cost Value -------- -------- ----------- ----------- Investment Contracts with Insurance Companies: - ---------------------------------------------- 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 =========== ============ Allocation: ----------- 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 =========== ============
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes (Master Trust) December 31, 1995
Annual Interest Maturity Carrying Rate Date Cost Value --------- ---------- ----------- ---------- Investments in BASIC: - --------------------- 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 =========== =========== Allocation: - ------------ 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 =========== ===========
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes (Master Trust) December 31, 1995
Annual Interest Maturity Carrying Rate Date Cost Value --------- ---------- ----------- ---------- Investments in PIMCO: - --------------------- Total Dillon Companies,Inc. Employee Master Trust 6.860% Variable $ 43,000,000 $ 49,160,325 ============ ============ Allocation: - ----------- Profit Sharing $ 30,523,796 $ 34,896,738 Pension - - ESOP 401(k) 12,476,204 14,263,587 ------------ ----------- $ 43,000,000 $ 49,160,325 ============ ============ Investments in State Street Fixed Fund: - --------------------------------------- Total Dillon Companies, Inc. Employee Master Trust 7.485% Variable $ 37,000,000 $ 39,438,803 ============ ============ Allocation: ----------- Profit Sharing $ 26,264,662 $ 27,995,860 Pension - - ESOP 401(k) 10,735,338 11,442,943 ------------ ------------ $ 37,000,000 $ 39,438,803 ============ ============ Investments in The Kroger Co. Common Stock: - ------------------------------------------- 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 ========= ============ ============ Investments in The Northern Trust Company: - ------------------------------------------ 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 ============ ============
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(a) - Schedule of Assets Held for Investment Purposes (Master Trust) December 31,1995
Annual Interest Maturity Carrying Rate Date Cost Value --------- ---------- ----------- ---------- Investments in Trust Funds Managed by: - -------------------------------------- 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 =========== =========== Mellon Capital Stock Index Fund: - -------------------------------- 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 =========== ===========
DILLON COMPANIES, INC. EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN Item 27(d) - Schedule of Reportable Transactions (Master Trust) Year Ended December 31, 1995 Current
Value on Selling Cost of Date of Net Gain Description of Transaction Price Price Asset Transactions or (Loss) - --------------------------------- ----------- ------------ ------------ -------------- --------- 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
EX-99.2 3 EXHIBIT 99.2 TO 10KA 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 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 THE KROGER CO. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS at December 31, 1995 (In thousands of dollars) --------------------------
1995 ------------------------------------------------------------------------------------------------- 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 ======== ======= ====== ====== ====== ====== ======== ======= ======= ========
The accompanying notes are an integral part of the financial statements. THE KROGER CO. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS at December 31, 1994 (In thousands of dollars) --------------------------
1994 ----------------------------------------- ----------------------------------------------------------- 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 ========= ======= ====== ====== ====== ======= ======= ======= ========== ========
The accompanying notes are an integral part of the financial statements. 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) --------------------------
1995 --------------------------------------------------------------------------------------------------- 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 ======== ======= ======= ======== ====== ====== ======== ========= ========= ========
The accompanying notes are an integral part of the financial statements. 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) --------------------------
1994 ------------------------------------------------------------------------------------------------------ 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 ======== ======= ======= ======== ======== ========= ======= ======= ========= ======= ========
The accompanying notes are an integral part of the financial statements. 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) --------------------------
1993 ------------------------------------------------------------------ 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 ========= ======== ======== ========= ======== ========
The accompanying notes are an integral part of the financial statements. 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:
Amounts per Amounts per Financial Statements Form 5500 Difference -------------------- ----------- ---------- 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)
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. THE KROGER CO. SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES at December 31, 1995 (In thousands of dollars) -------------------------
NUMBER OF SHARES OR PRINCIPAL 1995 ------- NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST FAIR VALUE - --------------------------------- --------------- -------- ---------- 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 ======== ========
THE KROGER CO. SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended December 31, 1995 (In thousands of dollars) -------------------------
Expenses incurred in Transaction # of # of connection with Realized Type Security Description Trans Shares transaction Cost Proceeds Gain(Loss) - ----------- --------------------------- ------ --------- ---------------- ---------- ----------- ---------- 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
EX-23.2 4 EXHIBIT 23.2 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 EX-23.3 5 EXHIBIT 23.3 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 -----END PRIVACY-ENHANCED MESSAGE-----