KROGER CO — Director's Dealing 2011

Feb 9, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2011-01-29

Reporting Person: DILLON DAVID B (Director, Chairman of the Board and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	855983.2441	Direct
Common Stock	110318	Indirect
Common Stock	18008	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Performance Stock Option	$24.43	2011-05-10	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$24.43	2011-05-10	Common Stock (35000)	35000	Direct
Non-Qualified Performance Stock Option	$22.995	2012-05-09	Common Stock (35000)	35000	Direct
Non-Qualified Stock Option	$22.995	2012-05-09	Common Stock (70000)	70000	Direct
Non-Qualified Stock Option	$14.925	2012-12-12	Common Stock (210000)	210000	Direct
Non-Qualified Stock Option	$17.31	2014-05-06	Common Stock (300000)	300000	Direct
Non-Qualified Stock Option	$16.385	2015-05-05	Common Stock (300000)	300000	Direct
Non-Qualified Stock Option	$19.94	2016-05-04	Common Stock (240000)	240000	Direct
Non-Qualified Stock Option	$28.27	2017-06-28	Common Stock (220000)	220000	Direct
Non-Qualified Stock Option	$28.61	2018-06-26	Common Stock (225000)	225000	Direct
Non-Qualified Stock Option	$22.34	2019-06-25	Common Stock (225000)	225000	Direct
Non-Qualified Stock Option	$20.16	2020-06-24	Common Stock (230000)	230000	Direct

Footnotes

F1: Between January 30, 2010 and January 29, 2011, the reporting person acquired 2,102.6218 shares of Kroger common stock in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3,to the extent disclosed on reports received by plan trustees.

F2: The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

F3: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.

F4: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

F5: These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested.