EXHIBIT 99.3
------------
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
December 31, 1997 and 1996
Table of Contents
-----------------
Financial Statements: Pages
- --------------------- -----
Report of Independent Accountants 2
Statement of Net Assets Available for Plan Benefits 3
Statement of Changes in Net Assets Available for Plan Benefits 4
Notes to Financial Statements 5-8
Supplemental Schedules: Schedule
- ----------------------- --------
Item 27(a) - Schedule of Assets Held for Investment Purposes 1
Item 27(d) - Schedule of Reportable Transactions 2
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, 1997 and 1996, 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,
1997 and 1996, 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.
(Coopers & Lybrand L.L.P.)
Cincinnati, Ohio
April 3, 1998
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Statement of Net Assets
Available for Plan Benefits
As of December 31, 1997 and 1996
1997 1996
------------ ------------
Assets
- ------
Cash and cash equivalents $ 7,486,499 $ 6,844,527
Investment contracts with insurance companies 5,708,750 10,886,146
Investments in BASIC 28,232,408 28,509,307
Investments in PIMCO 20,116,767 20,221,869
Investments in State Street Fixed Fund 16,402,062 16,483,916
Investments in CDC Investment Management 4,884,465 4,659,206
The Kroger Co. common stock 412,737,653 253,407,826
Trust funds managed by:
Sanford C. Bernstein & Co. 24,031,425 20,475,482
Mellon Capital Stock Index Fund 28,342,734 21,351,318
------------ ------------
Total assets 547,942,763 382,839,597
------------ ------------
Liabilities
- -----------
Accounts payable 136,241 195,388
Dividends payable 16,763 16,763
------------ ------------
Total liabilities 153,004 212,151
------------ ------------
Net assets available for plan benefits $547,789,759 $382,627,446
============ ============
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, 1997 and 1996
1997 1996
------------ ------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
The Kroger Co. common stock $150,678,679 $ 50,872,910
------------ ------------
Interest:
Short-term investments 113,490 157,402
Investment contracts with insurance companies, investments in BASIC,
investments in PIMCO, investments in State Street Fixed Fund,
investments in CDC Investment Management 5,828,533 5,624,019
------------ ------------
5,942,023 5,781,421
------------ ------------
Net investment income of trust funds managed by:
State Street Research and Management - 1,015,709
Sanford C. Bernstein & Co. 4,224,362 1,596,754
Mellon Capital Stock Index Fund 6,961,650 3,631,226
------------ ------------
11,186,012 6,243,689
------------ ------------
Contributions:
Employer 1,272,049 1,058,703
Employee 25,374,816 22,900,855
------------ ------------
26,646,865 23,959,558
------------ ------------
Total additions 194,453,579 86,857,578
------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 29,209,099 19,634,324
Administrative expenses 82,167 74,866
------------ ------------
Total deductions 29,291,266 19,709,190
------------ ------------
Increase in net assets available for plan benefits 165,162,313 67,148,388
Net assets available at beginning of period 382,627,446 315,479,058
------------ ------------
Net assets available at end of period $547,789,759 $382,627,446
============ ============
See accompanying notes to financial statements.
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
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.
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 1997 and 1996, the Company made a basic matching
contribution.
The Company currently has discontinued contributions to the ESOP portion of
the Plan and has no present intentions to resume such contributions.
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements, Continued
December 31, 1997 and 1996
2) Description of Dillon Companies, Inc. Employees' Stock Ownership and
--------------------------------------------------------------------
Savings Plan, continued
-----------------------
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 (the 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 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, 1997:
* Investment contracts with insurance companies with annual crediting
interest rates varying from 6.70% to 9.75% and maturities from one
month to two years.
* Benefit Accessible Securities Investment Contracts (BASICs) with
annual crediting interest rates ranging from 6.00% to 8.75% and
maturities from two to 11 years.
* Investment in Pacific Investment Management Company (PIMCO) with a
variable crediting interest rate of 7.00%. The variable crediting
interest rate is adjusted quarterly.
* Investment in Diversified Financial Products Inc. (State Street Fixed
Fund) with a variable crediting interest rate of 7.11%. 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 three to four years.
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements, Continued
December 31, 1997 and 1996
4) Fixed Investments, continued
----------------------------
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:
1997 1996
------------ ------------
Fair Value $85,047,367 $86,804,798
Average Yield 7.39% 7.49%
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.
DILLON COMPANIES, INC.
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Notes to Financial Statements, Continued
December 31, 1997 and 1996
8) Summary of Changes in Investment Options
----------------------------------------
Kroger
Fixed Index Balanced Stock Total
----------- ----------- ----------- ----------- -----------
1997
- ----
ESOP
Beginning Balance 12-31-96 $ 3,079,114 $ 541,784 $ 786,405 $ 84,335,898 $ 88,743,201
Transfers (256,075) 2,556 91,145 162,374 -
Withdrawals (372,522) (67,438) (71,192) (7,006,691) (7,517,843)
Earnings, net 211,166 169,166 162,598 47,237,596 47,780,526
------------ ----------- ----------- ------------ ------------
Ending Balance 12-31-97 $ 2,661,683 $ 646,068 $ 968,956 $124,729,177 129,005,884
============ =========== =========== ============ ------------
401(k)
Beginning Balance 12-31-96 $ 83,811,542 $21,254,733 $19,746,042 $169,071,928 293,884,245
Transfers (11,234,895) (1,011,418) (1,555,352) 13,801,665 -
Withdrawals (6,034,968) (1,478,313) (1,164,418) (13,013,557) (21,691,256)
Contributions -- Employee 7,181,850 2,473,674 2,283,984 13,435,308 25,374,816
Contributions -- Employer - - - 1,272,049 1,272,049
Earnings, net 5,642,563 6,795,889 4,064,486 103,441,083 119,944,021
------------ ----------- ----------- ------------ ------------
Ending Balance 12-31-97 $ 79,366,092 $28,034,565 $23,374,742 $288,008,476 418,783,875
============ =========== =========== ============ ------------
Total $547,789,759
============
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
============
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, 1997
Annual
Interest Maturity Carrying
Rate Date Cost Value
-------- -------- ------------ ------------
Investments with PIMCO:
- ----------------------
Short Term Investments (Cash Equivalents) $ 23,872,528 $23,842,590
=========== ==========
Allocation:
----------
Profit Sharing $ 16,281,210 $16,260,791
Pension 485,425 484,817
ESOP 401(k) 7,105,893 7,096,982
----------- ----------
$ 23,872,528 $23,842,590
=========== ==========
DILLON COMPANIES, INC. Schedule 1. cont.
-----------------
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1997
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- -------- ------------ -------------
Investment Contracts with Insurance Companies:
- ------------------------------------------------
John Hancock Mutual Life 8.84% 1998 $ 2,000,000 $ 3,601,082
Hartford Life Insurance 8.50% 1998 1,000,000 1,756,175
Metropolitan Life Insurance 6.70%
to 6.85% 1998 803,852 1,230,968
Mutual Benefit Life of New Jersey 9.75% 1999 1,500,000 2,031,903
Ohio National Life 8.21%
to 8.87% 1998 5,000,000 8,355,989
Provident Mutual Life Insurance 8.82% 1998 1,000,000 1,086,437
Travelers Insurance Company 8.80%
to 9.10% 1998 2,000,000 2,101,354
Investment Contract Reserve for Loss - (120,000)
Pension - Investment Contract Valuation - 31,000
----------- -----------
Total Dillon Companies, Inc.
Employee Master Trust $13,303,852 $20,074,908
=========== ===========
Allocation:
----------
Profit Sharing $ 8,757,796 $13,194,710
Pension 756,956 1,140,448
Pension - Investment Contract Valuation - 31,000
ESOP 401(k) 3,789,100 5,708,750
----------- ------------
$13,303,852 $20,074,908
=========== ============
DILLON COMPANIES, INC. Schedule 1. cont.
-----------------
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1997
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- -------- ------------ ------------
Investments in BASIC:
- --------------------
FNMA 90-128H 8.500% 2000 $ 906,235 $ 1,028,098
FNMA 90-6G 8.750% 1998 441,563 431,503
FNMA 89-50E 8.625% 1998 56,801 27,742
FNMA 92-16KD 7.000% 2005 4,759,312 4,880,237
FNMA 92-134H 7.500% 2005 6,838,022 7,094,706
FHLMC 1365PI 7.250% 2005 3,961,844 4,098,567
FNMA 92-182PH 7.000% 2005 2,881,109 3,045,188
FNMA 92-200H 7.000% 2006 2,946,875 3,082,438
FHLMC 1458J 7.000% 2005 4,856,601 5,045,048
FHLMC 1457PJ 7.000% 2006 4,922,875 5,086,248
FHLMC 1542H 6.500% 2003 6,032,812 6,145,841
FHLMC 1625H 6.000% 2008 9,695,312 9,831,338
FNMA 93-134G 6.500% 2006 7,415,000 7,634,119
FNMA 94-48E 6.000% 2007 6,002,062 6,224,951
FNMA 94-10PC 6.500% 2005 9,006,250 9,296,465
5 YR UST 7.750% 1999 4,005,212 4,158,572
10 YR UST 7.875% 2004 4,042,185 4,073,380
FNMA 93-107D 6.500% 2002 2,902,969 2,952,401
FNMA 93-118H 6.500% 2004 5,932,992 5,977,614
FNMA 93-209J 6.000% 2008 4,641,333 4,719,712
Pension - BASIC Valuation - 51,370
------------ ------------
Total Dillon Companies, Inc.
Employee Master Trust $92,247,364 $ 94,885,538
============ ============
Fair Value $104,159,934
Wrap Value (9,274,396)
------------
$ 94,885,538
============
Allocation:
- ----------
Profit Sharing $63,474,005 $ 65,253,945
Pension 1,311,050 1,347,815
Pension - BASIC Valuation - 51,370
ESOP 401(k) 27,462,309 28,232,408
------------ ------------
$92,247,364 $ 94,885,538
============ ============
DILLON COMPANIES, INC. Schedule 1, cont.
-----------------
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1997
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- -------- ------------ -------------
Investments in PIMCO:
- --------------------
Total Dillon Companies, Inc.
Employee Master Trust 7.000% Variable $ 51,750,000 $ 66,612,920
============ ============
Fair Value $ 68,707,216
Wrap Value (2,094,296)
------------
$ 66,612,920
============
Allocation:
-----------
Profit Sharing $ 36,121,760 $ 46,496,153
Pension - -
ESOP 401(k) 15,628,240 20,116,767
------------ ------------
$ 51,750,000 $ 66,612,920
============ ============
Investments in State Street Fixed Fund:
- --------------------------------------
Total Dillon Companies, Inc.
Employee Master Trust 7.111% Variable $ 44,750,000 $ 54,312,370
============ ============
Fair Value $ 56,667,400
Wrap Value (2,355,030)
------------
$ 54,312,370
============
Allocation:
-----------
Profit Sharing $ 31,235,726 $ 37,910,308
Pension - -
ESOP 401(k) 13,514,274 16,402,062
------------ ------------
$ 44,750,000 $ 54,312,370
============ ============
Investments in CDC Investment Management:
- ----------------------------------------
Total Dillon Companies, Inc. 6.200%
Employee Master Trust to 6.450% Variable $ 15,000,025 $ 16,173,996
============ ============
Fair Value $ 16,239,968
Wrap Value (65,972)
------------
$ 16,173,996
============
Allocation:
----------
Profit Sharing $ 10,470,093 $ 11,289,531
Pension - -
ESOP 401(k) 4,529,932 4,884,465
------------ ------------
$ 15,000,025 $ 16,173,996
============ ============
DILLON COMPANIES, INC. Schedule 1, cont.
-----------------
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
(Master Trust)
December 31, 1997
Annual
Interest Maturity Carrying
Rate Date Cost Value
--------- ----------- ----------- ------------
Investments in The Kroger Co. Common Stock:
- -------------------------------------------
Total Dillon Companies, Inc.
Employee Master Trust $157,046,192 $658,949,905
============ ============
Allocation: Shares
----------- ---------
Profit Sharing 6,389,107 $ 70,686,004 $234,799,691
Pension 310,546 1,871,808 11,412,561
ESOP 401(k) 11,230,957 84,488,380 412,737,653
---------- ------------ ------------
17,930,610 $157,046,192 $658,949,905
========== ============ ============
Investments in Trust Funds Managed by:
- -------------------------------------
Sanford C. Bernstein & Co.:
--------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 62,227,038 $ 77,456,884
============ ============
Allocation:
----------
Profit Sharing $ 42,920,757 $ 53,425,459
Pension - -
ESOP 401(k) 19,306,281 24,031,425
------------ ------------
$ 62,227,038 $ 77,456,884
============ ============
Mellon Capital Stock Index Fund:
-------------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 40,479,722 $ 74,576,546
============ ============
Allocation:
----------
Profit Sharing $ 25,095,448 $ 46,233,812
Pension - -
ESOP 401(k) 15,384,274 28,342,734
------------ ------------
$ 40,479,722 $ 74,576,546
============ ============
Investments in Mellon Trust:
- ---------------------------
Total Dillon Companies, Inc.
Employee Master Trust $ 47,452,698 $ 74,078,859
============ ============
Allocation:
----------
Profit Sharing $ - $ -
Pension 47,452,698 74,078,859
ESOP 401(k) - -
------------ ------------
$ 47,452,698 $ 74,078,859
============ ============
DILLON COMPANIES, INC. Schedule 2
----------
EMPLOYEES' STOCK OWNERSHIP AND SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions
(Master Trust)
Year Ended December 31, 1997
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 $12,600,000 -- $12,600,000 $12,600,000 --
The Northern Trust Company
time deposits -- $25,556,599 25,556,599 25,556,599 --
PIMCO
time deposits 61,050,000 -- 61,050,000 61,050,000 --
PIMCO
time deposits -- 37,500,000 37,500,000 37,500,000 --
Allstate Life Insurance
investment contract -- 2,000,000 2,000,000 2,000,000 --
Confederation Life Insurance
investment contract -- 1,000,000 1,000,000 1,000,000 --
Connecticut Mutual Life
investment contracts -- 4,000,000 4,000,000 4,000,000 --
John Hancock Mutual Life
investment contracts -- 4,000,000 4,000,000 4,000,000 --
Metropolitan Life Insurance
investment contracts -- 803,852 803,852 803,852 --
PIMCO
trust investment 5,500,000 -- 5,500,000 5,500,000 --
PIMCO
trust investment -- 10,750,000 10,750,000 10,750,000 --
State Street Fixed Fund
trust investment 4,500,000 -- 4,500,000 4,500,000 --
State Street Fixed Fund
trust investment -- 8,750,000 8,750,000 8,750,000 --
Merrill Lynch
The Kroger Co. common stock
227,277 shares 8,200,025 -- 8,200,025 8,200,025 --
Morgan Stanley
The Kroger Co. common stock
1,043,700 shares 40,705,677 -- 40,705,677 40,705,677 --
Morgan Stanley
The Kroger Co. common stock
327,400 shares -- 9,793,726 2,750,676 9,793,726 $7,043,050
Sanford C. Bernstein & Co.
trust investment -- 6,700,000 6,700,000 6,700,000 --
Mellon Capital Index Fund
trust investment 3,300,000 -- 3,300,000 3,300,000 --
Mellon Capital Index Fund
trust investment -- 7,500,000 7,500,000 7,500,000 --
The Northern Trust Company
trust investment -- 700,000 700,000 700,000 --
Mellon Trust
trust investment -- 500,000 500,000 500,000 --