Exhibit 99.3
------------
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
December 31, 1996 and 1995
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, 1996 and 1995, 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, 1996 and 1995, 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 made 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.
Cincinnati, Ohio
April 4, 1997
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Statement of Net Assets
Available for Plan Benefits
As of December 31, 1996 and 1995
1996 1995
------------ ------------
Assets
- ------
Cash and cash equivalents $ 6,844,527 $ 5,956,681
Investment contracts with insurance companies 10,886,146 18,610,773
Investments in BASIC 28,509,307 28,145,775
Investments in PIMCO 20,221,869 14,263,587
Investments in State Street Fixed Fund 16,483,916 11,442,943
Investments in CDC Investment Management 4,659,206 -
The Kroger Co. common stock 253,407,826 207,482,373
Trust funds managed by:
State Street Research and Management - 15,625,016
Sanford C. Bernstein & Co. 20,475,482 -
Mellon Capital Stock Index Fund 21,351,318 14,322,892
------------ -----------
Total assets 382,839,597 315,850,040
------------ -----------
Liabilities
- -----------
Accounts payable 195,388 354,219
Dividends payable 16,763 16,763
------------ -----------
Total liabilities 212,151 370,982
------------ -----------
Net assets available for plan benefits $382,627,446 $315,479,058
============ ============
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, 1996 and 1995
1996 1995
------------ ------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
The Kroger Co. common stock $ 50,872,910 $ 71,942,470
------------ ------------
Interest:
Short-term investments 157,402 178,049
Investment contracts with insurance companies, investments in BASIC,
investments in PIMCO, investments in State Street Fixed Fund,
investments in CDC Investment Management 5,624,019 5,442,050
------------ ------------
5,781,421 5,620,099
------------ ------------
Net investment income of trust funds managed by:
State Street Research and Management 1,015,709 2,760,524
Sanford C. Bernstein & Co. 1,596,754 -
Mellon Capital Stock Index Fund 3,631,226 2,963,792
------------ ------------
6,243,689 5,724,316
------------ ------------
Contributions:
Employer 1,058,703 2,797,626
Employee 22,900,855 21,079,737
------------ ------------
23,959,558 23,877,363
------------ ------------
Total additions 86,857,578 107,164,248
------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 19,634,324 10,927,021
Administrative expenses 74,866 67,159
------------ ------------
Total deductions 19,709,190 10,994,180
------------ ------------
Increase in net assets available for plan benefits 67,148,388 96,170,068
Net assets available at beginning of period 315,479,058 219,308,990
------------ ------------
Net assets available at end of period $382,627,446 $315,479,058
============ ============
See accompanying notes to financial statements.
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
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). 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 Dillon Companies, Inc.
Employees' Stock Ownership and Savings Plan (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. (the Company) 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 eligibility
requirements.
The interest of all participants in the Plan is fully vested
at all times and is 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 1996, the
Company made a basic matching contribution; for 1995, 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 monthly 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 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, 1996:
* Investment contracts with insurance companies with annual
crediting interest rates varying from 6.25% to 9.60% and
maturities from seven months to eight years.
* Benefit Accessible Securities Investment Contracts
(BASICs) with annual crediting interest rates ranging
from 6.00% to 8.75% and maturities from three to 12
years.
* Investment in Pacific Investment Management Company
(PIMCO) with a variable crediting interest rate of 7.12%.
The variable crediting interest rate is adjusted
quarterly.
* Investment in Providian Capital Management (State Street
Fixed Fund) with a variable crediting interest rate of
7.15%. The variable crediting interest rate is adjusted
quarterly.
* CDC Investment Management with annual crediting interest
rates ranging from 6.20% to 6.45% and maturities from
four to five years.
The crediting interest rate for investment contracts with
insurance companies, BASICs, and CDC Investment Management 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:
1996 1995
----------- -----------
Fair Value $86,804,798 $81,600,836
Average Yield 7.49% 7.85%
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.
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
1996 ------------ ----------- ---------- ------------ -------------
- ----
ESOP
Beginning Balance 12-31-95 $ 2,678,954 $ 288,088 $ 376,098 $ 71,900,846 $ 75,243,986
Transfers 518,471 217,780 414,313 (1,150,564) -
Withdrawals (303,442) (26,236) (56,511) (3,836,567) (4,222,756)
Earnings, net 185,131 62,152 52,505 17,422,183 17,721,971
----------- ----------- ----------- ------------ -------------
Ending Balance 12-31-96 $ 3,079,114 $ 541,784 $ 786,405 $ 84,335,898 88,743,201
=========== =========== =========== ============ -------------
401(k)
Beginning Balance 12-31-95 $74,536,276 $14,516,774 $15,600,495 $135,581,527 240,235,072
Transfers 2,004,434 1,969,313 457,807 (4,431,554) -
Withdrawals (6,073,658) (795,441) (992,130) (7,550,339) (15,411,568)
Contributions -- Employee 7,824,304 1,987,977 2,125,710 10,962,864 22,900,855
Contributions -- Employer - - - 1,058,703 1,058,703
Earnings, net 5,520,186 3,576,110 2,554,160 33,450,727 45,101,183
----------- ----------- ----------- ------------ ------------
Ending Balance 12-31-96 $83,811,542 $21,254,733 $19,746,042 $169,071,928 293,884,245
=========== =========== =========== ============ ------------
Total $382,627,446
============
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
============
DILLON COMPANIES, INC. Schedule 1
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN -----------
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1996
Annual
Interest Maturity Carrying
Rate Date Cost Value
-------- -------- ------------ ------------
Investments with The Northern Trust Company:
- -------------------------------------------
Short Term Investments (Cash Equivalents) $ 11,433,000 $ 12,815,595
============ ============
Allocation:
----------
Profit Sharing $ 7,877,595 $ 8,830,234
Pension 92,209 103,360
ESOP 401(k) 3,463,196 3,882,001
------------ ------------
$ 11,433,000 $ 12,815,595
============ ============
Investment Contracts with Insurance Companies:
- ----------------------------------------------
Allstate Life Insurance 9.30% 1997 $ 2,000,000 $ 3,434,151
Confederation Life Insurance - 1,000,000 1,016,473
Connecticut Mutual Life 9.47%
to 9.60% 1997 4,000,000 7,166,423
John Hancock Mutual Life 8.84% 1997
to 9.60% to 1998 6,000,000 10,192,730
Hartford Life Insurance 8.50% 1998 1,000,000 1,618,956
Metropolitan Life Insurance 6.60%
to 6.70% 1998 2,411,556 2,306,256
Mutual Benefit Life of New Jersey 6.25% 2004 1,500,000 1,908,980
Ohio National Life 8.21%
to 8.87% 1998 5,000,000 7,702,656
Provident Mutual Life Insurance 8.82% 1998 1,000,000 1,086,689
Travelers Insurance Company 8.80%
to 9.10% 1998 2,000,000 2,101,354
Investment Contract Reserve for Loss - (175,000)
Pension - Investment Contract Valuation - 53,159
----------- -----------
Total Dillon Companies, Inc.
Employee Master Trust $ 25,911,556 $ 38,412,827
============ ============
Allocation:
----------
Profit Sharing $ 17,099,191 $ 25,313,775
Pension 1,458,887 2,159,747
Pension - Investment Contract Valuation - 53,159
ESOP 401(k) 7,353,478 10,886,146
------------ ------------
$ 25,911,556 $ 38,412,827
============ ============
Investments in BASIC:
- --------------------
FNMA 90-128H 8.500% 2007 $ 1,380,380 $ 1,494,308
FNMA 90-6G 8.750% 2008 1,250,143 1,242,325
FNMA 89-50E 8.625% 2003 491,200 463,391
FNMA 92-16KD 7.000% 2005 4,759,312 4,860,748
FNMA 92-134H 7.500% 2005 6,838,022 7,074,562
FHLMC 1365PI 7.250% 2005 3,961,844 4,096,986
FNMA 92-182PH 7.000% 2005 2,881,109 3,036,862
FNMA 92-200H 7.000% 2006 2,946,875 3,078,132
FHLMC 1458J 7.000% 2005 4,856,601 5,031,936
FHLMC 1457PJ 7.000% 2006 4,922,875 5,079,598
FHLMC 1542H 6.500% 2003 6,032,812 6,152,138
FHLMC 1625H 6.000% 2008 9,695,312 9,808,603
FNMA 93-134G 6.500% 2006 7,415,000 7,582,594
FNMA 94-48E 6.000% 2007 6,002,062 6,163,133
FNMA 94-10PC 6.500% 2005 9,006,250 9,217,392
5 YR UST 7.750% 1999 4,005,212 4,159,795
10 YR UST 7.875% 2004 4,042,185 4,077,143
FNMA 93-107D 6.500% 2002 2,902,969 2,939,715
FNMA 93-118H 6.500% 2004 5,932,992 5,973,600
FNMA 93-209J 6.000% 2008 4,641,333 4,696,731
Pension - BASIC Valuation - 31,632
------------ ------------
Total Dillon Companies, Inc.
Employee Master Trust $ 93,964,488 $ 96,261,324
============ ============
Allocation:
-----------
Profit Sharing $ 64,732,753 $ 66,293,267
Pension 1,393,524 1,427,118
Pension - BASIC Valuation - 31,632
ESOP 401(k) 27,838,211 28,509,307
------------ ------------
$ 93,964,488 $ 96,261,324
============ ============
Investments in PIMCO:
- --------------------
Total Dillon Companies, Inc.
Employee Master Trust 7.120% Variable $ 57,000,000 $ 67,244,189
============ ============
Allocation:
----------
Profit Sharing $ 39,858,793 $ 47,022,320
Pension - -
ESOP 401(k) 17,141,207 20,221,869
------------ ------------
$ 57,000,000 $ 67,244,189
============ ============
Investments in State Street Fixed Fund:
Total Dillon Companies, Inc.
Employee Master Trust 7.145% Variable $ 49,000,000 $ 54,814,298
============ ============
Allocation:
----------
Profit Sharing $ 34,264,577 $ 38,330,382
Pension - -
ESOP 401(k) 14,735,423 16,483,916
------------ ------------
$ 49,000,000 $ 54,814,298
============ ============
Investments in CDC Investment Management:
- ----------------------------------------
Total Dillon Companies, Inc. 6.200%
Employee Master Trust to 6.450% Variable $ 15,000,025 $ 15,493,353
============ ============
Allocation:
----------
Profit Sharing $ 10,489,174 $ 10,834,147
Pension - -
ESOP 401(k) 4,510,851 4,659,206
------------ ------------
$ 15,000,025 $ 15,493,353
============ ============
Investments in The Kroger Co. Common Stock:
Total Dillon Companies, Inc.
Employee Master Trust $111,708,369 $386,684,614
============ ============
Allocation: Shares
---------- ---------
Profit Sharing 2,710,894 $ 39,996,077 $126,056,599
Pension 155,273 1,871,808 7,220,189
ESOP 401(k) 5,449,631 69,840,484 253,407,826
--------- ------------ ------------
8,315,798 $111,708,369 $386,684,614
========= ============ ============
Investments in Trust Funds Managed by:
- --------------------------------------
Sanford C. Bernstein & Co.:
---------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 63,152,613 $ 69,960,041
============ ============
Allocation:
----------
Profit Sharing $ 44,669,488 $ 49,484,559
Pension - -
ESOP 401(k) 18,483,125 20,475,482
------------ ------------
$ 63,152,613 $ 69,960,041
============ ============
Mellon Capital Stock Index Fund:
-------------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 40,605,515 $ 60,029,586
============ ============
Allocation:
----------
Profit Sharing $ 26,162,949 $ 38,678,268
Pension - -
ESOP 401(k) 14,442,566 21,351,318
------------ ------------
$ 40,605,515 $ 60,029,586
============ ============
Investments in The Northern Trust Company:
- ------------------------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 48,652,698 $ 64,641,654
============ ============
Allocation:
----------
Profit Sharing $ - $ -
Pension 48,652,698 64,641,654
ESOP 401(k) - -
------------ ------------
$ 48,652,698 $ 64,641,654
============ ============
DILLON COMPANIES, INC. Schedule 2
EMPLOYEES STOCK OWNERSHIP AND SAVINGS PLAN ----------
Item 27(d) - Schedule of Reportable Transactions
(Master Trust)
Year Ended December 31, 1996
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 $76,570,000 -- $76,570,000 $76,570,000 --
The Northern Trust Company
time deposits -- $83,900,000 83,900,000 83,900,000 --
Connecticut Mutual Life
investment contract -- 2,000,000 2,000,000 2,000,000 --
John Hancock Mutual Life
investment contract -- 3,000,000 3,000,000 3,000,000 --
Hartford Life Insurance
investment contract -- 4,000,000 4,000,000 4,000,000 --
Life Insurance Co. of GA
investment contract -- 4,000,000 4,000,000 4,000,000 --
Massachusetts Mutual Life
investment contract -- 8,500,000 8,500,000 8,500,000 --
PIMCO
trust investment 14,000,000 -- 14,000,000 14,000,000 --
State Street Fixed Fund
trust investment 12,000,000 -- 12,000,000 12,000,000 --
CDC Investment Management
trust investment 15,000,025 -- 15,000,025 15,000,025 --
Merrill Lynch
The Kroger Co. common stock
12,800 shares 504,134 -- 504,134 504,134 --
Merrill Lynch
The Kroger Co. common stock
67,600 shares -- 2,684,399 958,175 2,684,399 $1,726,224
Morgan Stanley
The Kroger Co. common stock
130,000 shares -- 5,728,296 1,815,093 5,728,296 3,913,203
The Kroger Co. K-Plan
The Kroger Co. common stock
12,147 shares -- 570,002 147,188 570,002 422,814
State Street Research & Management Co.
trust investment 4,500,000 -- 4,500,000 4,500,000 --
Sanford C. Bernstein & Co.
trust investment 1,500,000 -- 1,500,000 1,500,000 --
Sanford C. Bernstein & Co.
trust investment -- 625,000 625,000 625,000 --
Mellon Capital Index Fund
trust investment 10,250,000 -- 10,250,000 10,250,000 --
The Northern Trust Company
trust investment 5,743,053 -- 5,743,053 5,743,053 --
The Northern Trust Company
trust investment -- 900,000 900,000 900,000 --
The Northern Trust Company
The Kroger Co. common stock
75,781 shares -- 3,143,053 913,539 3,143,053 2,229,514