#1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.52 to $55.54, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

#1 Payment of tax liability associated with restricted stock.

#1 Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the award.

#2 Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

#3 Payment of tax liability associated with share award.

#1 Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the award.

#2 Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

#3 Payment of tax liability associated with share award.