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