Exhibit 99.2 KROGER 2ND QTR OPER NET PER SHARE: 57 CENTS VS. 27 CENTS CINCINNATI, Ohio, July 19, 1994 --- The Kroger Co. said today that earnings before extraordinary charges in the 1994 second quarter rose to $70.0 million, equal to 57 cents per share on a fully diluted basis, compared to $29.6 million, or 27 cents per share, in the prior year's second quarter. Operating cash flow -- earnings before interest, taxes, depreciation and LIFO -- increased 9.8 percent to $261.2 million from $237.9 million in the 1993 second quarter. The Company noted that last year's results included a one-time after tax special charge of $15 million, or 12 cents per share fully diluted, for the closing of San Antonio stores in 1993. After the extraordinary charge from the early retirement of debt, net earnings in the second quarter totaled $67.3 million, or 55 cents per share fully diluted, compared to $27.5 million, or 25 cents per share fully diluted, in last year's second quarter. Total sales in the quarter increased 1.2 percent to $5.4 billion from $5.3 billion. Identical food store sales increased 1.8 percent. Kroger's net interest expense in the second quarter declined 20.7 percent to $75.0 million. Long-term debt at the end of the second quarter was $3.944 billion, a decrease of $269.4 million from the previous year's second quarter. Joseph A. Pichler, Chairman and Chief Executive Officer, said the Company's performance in the second quarter reflected across-the-board improvements in operating efficiencies, the favorable impact of technology, and strong merchandising programs tailored to individual markets. "In the highly competitive environment of food retailing, Kroger is succeeding by controlling distribution and logistics costs, and through the implementation of new technologies," Pichler said. "At the same time, our localized merchandising strategies are using the full strengths of Kroger's combination food and drug stores and our strong private brands to maintain our market leadership position," he added. During the first half of 1994, Kroger opened, expanded or acquired 33 stores, which is on target with the Company's current plan to expand new retail square footage by a minimum of approximately 5 to 6 percent annually in 1994-96. In the first half, operating cash flow increased 9.4 percent to $498.7 million, and sales increased 2.1 percent to $10.7 billion. Identical food store sales through the first half were up 2.0 percent over the prior year's first half. Separately, Kroger said it expects to close a new bank credit agreement later today that will lower costs of borrowing and permit increased capital expenditures. The Kroger Co. Sales and Earnings 2nd Qtr 2nd Qtr Percent 1994 1993 Change -------------- -------------- --------- Sales $5,394,228,355 $5,329,372,598 1.2 ============== ============== ========== EBITD <F1> $ 261,170,719 $ 237,860,959 9.8 Non-EBITD charges <F2> $ (4,500,000) $ (27,225,000) LIFO $ (3,000,000) $ (3,750,000) Interest $ (75,008,364) $ (94,590,856) Depreciation $ (64,383,531) $ (59,902,574) --------------- --------------- Pre-tax earnings before extraordinary loss $ 114,278,824 $ 52,392,529 Tax expense $ (44,300,337) $ (22,771,217) --------------- --------------- Earnings before extraordinary loss $ 69,978,487 $ 29,621,312 Extraordinary loss <F3> $ (2,645,544) $ (2,135,947) --------------- --------------- Net earnings $ 67,332,943 $ 27,485,365 ============== =============== Primary earnings (loss) per common share: From operations $ 0.62 $ 0.27 From extraordinary loss <F3> $ (0.02) $ (0.02) _______________ ________________ Primary net earnings per common share $ 0.60 $ 0.25 Fully-diluted earnings (loss) per common share: From operations $ 0.57 $ 0.27 From extraordinary loss <F3> $ (0.02) $ (0.02) _______________ ________________ Fully-diluted net earnings per common share $ 0.55 $ 0.25 ============== =============== Number of shares used in primary per share calculation 112,966,394 108,392,949 Number of shares used in fully-diluted per share calculation 130,271,502 125,482,008 [FN] <F1> EBITD represents pre-tax earnings before interest, depreciation, and LIFO as defined in the Company's Bank Credit Agreement. <F2> Represents $4.5 million, or $2.7 million after-tax, for additional quarterly charge from the adoption of FASB 106 in 1994 and 1993 and $22.7 million, or $15 million after-tax, in 1993 from the Company's withdrawal from the San Antonio market, which are excluded from EBITD as defined by the Company's Bank Credit Agreement. <F3> Represents the after-tax loss from the early retirement of debt. [CAPTION] 2 Qtrs 2 Qtrs Percent 1994 1993 Change 6/18/94 6/19/93 --------------- --------------- ---------- Sales $10,723,032,262 $10,503,298,306 2.1 =============== =============== ========== EBITD <F1> $ 498,718,562 $ 455,928,697 9.4 Non-EBITD charges <F2> $ (9,000,000) $ (31,725,000) LIFO $ (6,500,000) $ (7,750,000) Interest $ (151,039,852) $ (191,579,989) Depreciation $ (126,693,700) $ (122,878,893 ---------------- ---------------- Pre-tax earnings before cumulative effect adjustment and extraordinary loss $ 205,485,010 $ 101,994,815 Tax expense $ (79,816,711) $ (42,909,745) ---------------- --------------- Earnings before cumulative effect adjustment and extraordinary loss $ 125,668,299 $ 59,085,070 Extraordinary loss <F3> $ (10,977,622) $ (11,177,855) Cumulative effect of change in accounting for postretirement benefits <F4> $ NA $ (159,192,961) ---------------- --------------- Net earnings (loss) $ 114,690,677 (111,285,746) ================ =============== Primary earnings (loss) per common share: From operations $ 1.12 $ 0.57 From extraordinary loss <F3> $ (0.10) $ (0.11) From cumulative effect of change in accounting for postretirement benefits <F4> $ NA $ (1.54) ---------------- ----------------- Primary net earnings (loss) per common share $ 1.02 $ (1.08) ================ ================= Fully-diluted earnings (loss) per common share: From operations $ 1.02 $ 0.55 From extraordinary loss <F3> $ (0.08) $ (0.09) From cumulative effect of change in accounting for postretirement benefits <F4> $ NA $ (1.32) --------------- ---------------- Fully-diluted net earnings (loss) per common share: $ 0.94 $ (0.86) =============== ================ Number of shares used in primary per share calculations 112,444,812 103,079,043 Number of shares used in fully-diluted per share calculation 129,962,861 120,408,073 ------------ ------------ [FN] <F1> EBITD represents pre-tax earnings before interest, depreciation and LIFO as defined in the Company's Bank Credit Agreement. <F2> Represents $9.0 million, or $5.4 million after-tax, for additional quarterly charges from the adoption of FASB 106 in 1994 and 1993 and $22.7 million, or $15 million after-tax in 1993, from the Company's withdrawal from the San Antonio market, which are excluded from EBITD as defined by the Company's Bank Credit Agreement. <F3> Represents the after-tax loss from the early retirement of debt. <F4> Represents the after-tax cumulative effect adjustment from the adoption of FASB 106, "Accounting for Postretirement Benefits other than Pensions".