Exhibit 99.2
THE KROGER CO. SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
Report of Independent Accountants
Statement of Net Assets Available For Plan Benefits
at December 31, 1993
Statement of Net Assets Available For Plan Benefits
at December 31, 1992
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1993
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1992
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1991
Notes to Financial Statements
Schedule of Investments
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
The Kroger Co. Savings Plan
We have audited the financial statements and the financial
statement schedule of The Kroger Co. Savings Plan as listed in the
accompanying index. These financial statements and financial
statement schedule are the responsibility of the Administrative
Committee of The Kroger Co. Savings Plan. Our responsibility is to
express an opinion on these financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of The Kroger Co. Savings Plan as of December 31, 1993 and
1992, and the changes in its net assets available for plan benefits
for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred
to above, when considered in relation to the basic financial state-
ments taken as a whole, presents fairly, in all material respects,
the information required to be included therein.
(COOPERS & LYBRAND)
COOPERS & LYBRAND
Cincinnati, Ohio
April 1, 1994
THE KROGER CO. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993
(In thousands of dollars)
--------------
1993
-------------------------------------------------------------
EMPLOYER MELLON TEMPORARY
STOCK EQUITY GIC INVESTMENT
ASSETS FUND FUND FUND FUND TOTAL
-------- -------- ------- ---------- ---------
Investments:
The Kroger Co. common shares
(cost - $156,929) $297,549 $297,549
Contracts with insurance
companies (stated at cost) $62,804 62,804
Collective investment funds
(cost - $29,528) $32,199 32,199
U.S. Government Securities 17 67 3,626 3,710
Temporary cash investments
and loans to participants
(stated at cost) $8,107 8,107
-------- -------- ------- ---------- --------
Total investments 297,566 32,266 66,430 8,107 404,369
Receivables:
Employee allotments 400 400
Employer contributions 3,116 3,116
Interest and dividends 2 6 4 12
-------- -------- ------- ---------- --------
Total assets 300,684 32,266 66,436 8,511 407,897
-------- -------- ------- ---------- --------
LIABILITIES
Payable for administrative
fees 24 58 82
-------- -------- ------- ---------- --------
Total liabilities 24 58 82
-------- -------- ------- ---------- --------
Net assets available for
plan benefits $300,684 $32,266 $66,412 $8,453 $407,815
======== ======== ======= ========== ========
The accompanying notes are an integral
part of the financial statements.
THE KROGER CO. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992
(In thousands of dollars)
--------------
1992
--------------------------------------------------------------------
EMPLOYER FIDELITY MELLON TEMPORARY
STOCK EQUITY EQUITY GIC INVESTMENT
ASSETS FUND FUND FUND FUND FUND TOTAL
-------- -------- ------- --------- ---------- --------
Investments:
The Kroger Co. common shares
(cost - $147,337) $212,403 $212,403
Contracts with insurance
companies (stated at cost) $45,936 45,936
Mutual funds (cost - $10,656) $12,151 12,151
Collective investment funds
(cost - $11,381) $ 12,121 12,121
U.S. Government Securities 67 12 98 6,821 $ 215 7,213
Temporary cash investments
and loans to participants
(stated at cost) 160 56 7,164 7,380
-------- ------- ------- ------- -------- --------
Total investments 212,630 12,163 12,275 52,757 7,379 297,204
Receivables:
Employee allotments 380 380
Employer contributions 1,928 1,928
Interest and dividends 3 2 5
------- ------- ------- ------- -------- --------
Total assets 214,561 12,163 12,275 52,757 7,761 299,517
-------- ------- ------- ------- -------- --------
LIABILITIES
Payable for administrative
fees 114 114
-------- ------- ------- ------- -------- ---------
Total liabilities 114 114
-------- ------- ------- ------- -------- ---------
Net assets available for
plan benefits $214,561 $12,163 $12,275 $52,757 $ 7,647 $299,403
======== ======= ======= ======= ======== =========
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, 1993
(In thousands of dollars)
--------------
1993
------------------------------------------------------------------
EMPLOYER FIDELITY MELLON TEMPORARY
STOCK EQUITY EQUITY GIC INVESTMENT
FUND FUND FUND FUND 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 allotments and
contributions 10,876 (12,170) 17,286 9,686 12,356 38,034
Investment income(expense):
Dividends 7 773 780
Interest 90 4,106 529 4,725
Change in unrealized
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
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1992
(In thousands of dollars)
--------------
1992
------------------------------------------------------------------
EMPLOYER FIDELITY MELLON TEMPORARY
STOCK EQUITY EQUITY GIC INVESTMENT
FUND FUND FUND FUND FUND TOTAL
--------- -------- -------- --------- ---------- --------
Employee contributions $ 18,373 $ 18,373
Employer contributions $ 1,036 1,036
Merger from other trust 72,439 $ 2,608 $ 3,294 $ 11,068 623 90,032
Transfer from (to) other funds 7,200 (1,939) 4,361 2,386 (12,008)
-------- ------- ------- -------- -------- --------
Total allotments and
contributions 80,675 669 7,655 13,454 6,988 109,441
Investment income(expense):
Dividends 370 187 557
Interest 27 3,045 796 3,868
Change in unrealized
appreciation (depreciation) (48,348) 925 416 (47,007)
Other 178 (180) (2)
-------- ------- ------- -------- -------- --------
Total additions 32,532 1,964 8,258 16,499 7,604 66,857
-------- ------- ------- -------- -------- --------
Distributions to participants 1,568 100 5,237 6,905
Administrative expenses 5 404 409
-------- ------- ------- -------- -------- --------
Total deductions 1,568 100 5 5,641 7,314
-------- ------- ------- -------- -------- --------
Net increase 30,964 1,864 8,253 16,499 1,963 59,543
Net assets available for
plan benefits:
Beginning of year 183,597 10,299 4,022 36,258 5,684 239,860
-------- ------- ------- -------- -------- --------
End of year $214,561 $12,163 $12,275 $ 52,757 $ 7,647 $299,403
======== ======= ======= ======== ======== ========
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, 1991
(In thousands of dollars)
--------------
1991
------------------------------------------------------------------
EMPLOYER FIDELITY MELLON TEMPORARY
STOCK EQUITY EQUITY GIC INVESTMENT
FUND FUND FUND FUND FUND TOTAL
--------- -------- -------- --------- ---------- --------
Employee contributions 18,047 $ 18,047
Employer contributions $ 1,040 1,040
Transfer from (to) other trusts 574 $ (1) 8 581
Transfer from (to) other funds 4,614 (2,797) $ 3,696 $ 3,989 (9,502)
-------- ------- ------- -------- -------- --------
Total allotments and
contributions 6,228 (2,798) 3,696 3,989 8,553 19,668
Investment income(expense):
Dividends 589 48 637
Interest 29 2,762 530 3,321
Change in unrealized
appreciation (depreciation) 48,426 2,356 278 51,060
Other 7 3 10
-------- ------- ------- -------- -------- --------
Total additions 54,690 150 4,022 6,751 9,083 74,696
-------- ------- ------- -------- -------- --------
Distributions to participants 2,496 7,757 10,253
Administrative expenses 349 349
-------- ------- ------- -------- -------- --------
Total deductions 2,496 8,106 10,602
-------- ------- ------- -------- -------- --------
Net increase 52,194 150 4,022 6,751 977 64,094
Net assets available for
plan benefits:
Beginning of year 131,403 10,149 29,507 4,707 175,766
-------- ------- ------- -------- -------- --------
End of year $183,597 $10,299 $ 4,022 $ 36,258 $ 5,684 $239,860
======== ======= ======= ======== ======== ========
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 securities (common and preferred stock) traded
on a national securities exchange are valued at the last
reported sales price on the last business day of the year;
listed securities for which no sale was reported on that date
are valued at the last reported bid price. Guaranteed
Insurance Contracts are valued at cost.
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.
2. PARTICIPANT DATA
----------------
At December 31, 1993, the number of employees, including 3,466
former employees with remaining balances, participating by
investment directions was:
Entirely in Employer Stock Fund 14,874
Entirely in Mellon Equity Fund 1,658
Entirely in GIC Fund 12,648
Partially in Employer Stock Fund
and Mellon Equity Fund 3,875
Partially in Employer Stock Fund
and GIC Fund 7,784
Partially in Mellon Equity Fund
and GIC Fund 2,056
Partially in Employer Stock Fund,
Mellon Equity Fund and GIC Fund 4,475
------
Total participants 47,370
======
3. 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 investment
funds of the Plan.
At the end of each year, the Company may make a matching
contribution of either or both of the following:
A basic matching contribution which is allocated in
proportion to the salary directed by participants to the
Employer Stock Fund during the year, or a supplemental
matching contribution which is allocated in proportion to
salary directed to all investment funds.
In 1992 the Company made a basic matching contribution. In
1993 and 1991 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.
4. UNREALIZED APPRECIATION (DEPRECIATION)
--------------------------------------
Net changes in unrealized appreciation (depreciation) on
investments was as follows:
($000)
-------------------------------
Employer Fidelity Mellon
Stock Equity Equity
Fund Fund Fund
--------- -------- -------
Unrealized appreciation (depreciation):
December 31, 1990 $ 48,001 $ (2,249) $ 0
Change in unrealized appreciation 46,005 2,451 278
-------- -------- -------
December 31, 1991 94,006 202 278
Change in unrealized appreciation (depreciation) (49,323) 849 271
Merger of bargaining unit plan
(See Note 6) 20,383 444 191
-------- -------- -------
December 31, 1992 65,066 1,495 740
Change in unrealized appreciation (depreciation) 75,554 (1,495) 1,931
-------- -------- -------
December 31, 1993 $140,620 $ 0 $ 2,671
======== ======== =======
5. 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.
6. MERGER OF PLANS
Effective December 31, 1992, The Kroger Co. Savings Plan for
Bargaining Unit Employees was merged with the Plan. Such
assets transferred to the Plan, $90,032,000, are reflected in
the statement of changes in net assets available for plan
benefits for the year ended December 31, 1992.
7. 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, 1991 and 1993 are as follows:
Amounts per Amounts per
Financial Statements Form 5500 Difference
-------------------- ----------- ------------
The Kroger Co. Savings Plan
---------------------------
For the year ended December 31, 1991
Statement of Net Assets
Available for Plan Benefits:
Employer contributions receivable $1,039,545 $ 929,239 $ 110,306
Statement of Changes in Net Assets
Available for Plan Benefits:
Employer contributions $1,039,545 $ 929,239 $ 110,306
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, 1991 and 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 1992
was made in cash on February 18, 1993, 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 year ended December 31,
1992 does not differ from those reported on Form 5500.
THE KROGER CO. SAVINGS PLAN
SCHEDULE OF INVESTMENTS
December 31, 1993 and 1992
(In thousands of dollars)
------------------
NUMBER OF
SHARES OR
PRINCIPAL 1993 1992
NAME OF ISSUER AND TITLE OF ISSUE AMOUNT COST VALUE COST VALUE
- - --------------------------------- ----------- -------- -------- -------- -----
EMPLOYER STOCK FUND
-------------------
The Kroger Co. common shares 14,877,459 shs. $156,929 $297,549
14,523,300 shs. $147,337 $212,403
U.S. Government Securities $17 17 17
$67 67 67
Temporary Cash Investments $160 160 160
-------- -------- -------- --------
156,946 297,566 147,564 212,630
-------- -------- -------- --------
FIDELITY EQUITY FUND
--------------------
Mutual Funds 0 shs.
418,843.84 shs. 10,656 12,151
U.S. Government Securities $12 12 12
-------- -------- -------- --------
0 0 10,668 12,163
-------- -------- -------- --------
MELLON EQUITY FUND
------------------
Collective Investment Funds 279,523 shs. 29,528 32,199
112,618 shs. 11,381 12,121
U.S. Goverment Securities $67 67 67
$98 98 98
Temporary Cash Investments $56 56 56
-------- -------- -------- --------
29,595 32,266 11,535 12,275
-------- -------- -------- --------
GIC FUND
--------
Contracts with Insurance
Companies 62,804,060.21 shs. 62,804 62,804
45,935,708.75 shs. 45,936 45,936
U.S. Government Securities $3,626 3,626 3,626
$6,821 6,821 6,821
-------- -------- -------- --------
66,430 66,430 52,757 52,757
-------- -------- -------- --------
TEMPORARY INVESTMENT FUND
-------------------------
Temporary Cash Investments $1,445 1,445 1,445
84 84 84
U. S. Government Securities $215 215 215
Loans to participants $6,662 6,662 6,662
$7,080 7,080 7,080
-------- -------- -------- --------
8,107 8,107 7,379 7,379
-------- -------- -------- --------
$261,078 $404,369 $229,903 $297,204
======== ======== ======== ========