KROGER CO — Director's Dealing 2013

Mar 4, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2013-02-02

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	732841.6922	Direct
Common Stock	173413	Indirect
Common Stock	133979	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$16.385		Common Stock (300000)	300000	Direct
Non-Qualified Stock Option	$19.94		Common Stock (240000)	240000	Direct
Non-Qualified Stock Option	$28.27		Common Stock (220000)	220000	Direct
Non-Qualified Stock Option	$28.61		Common Stock (225000)	225000	Direct
Non-Qualified Stock Option	$22.34		Common Stock (225000)	225000	Direct
Non-Qualified Stock Option	$20.16		Common Stock (230000)	230000	Direct
Non-Qualified Stock Option	$24.74		Common Stock (283600)	283600	Direct
Non-Qualified Stock Option	$21.96		Common Stock (298580)	298580	Direct

Footnotes

F1: Between January 28, 2012 and February 2, 2013, the reporting person acquired 2,509.6654 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 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.