STOCK

12 Months Ended

Jan. 28, 2012

STOCK

STOCK

12.STOCK

Preferred Shares

The Company has authorized five million shares of voting cumulative preferred shares; two million were available for issuance at January 28, 2012.  The shares have a par value of $100 per share and are issuable in series.

Common Shares

The Company has authorized one billion common shares, $1 par value per share.  On May 20, 1999, the shareholders authorized an amendment to the Amended Articles of Incorporation to increase the number of authorized common shares from one billion to two billion when the Board of Directors determines it to be in the best interest of the Company.

Common Stock Repurchase Program

The Company maintains stock repurchase programs that comply with Securities Exchange Act Rule 10b5-1 to allow for the orderly repurchase of The Kroger Co. stock, from time to time.  The Company made open market purchases totaling $1,420, $505 and $156 under these repurchase programs in 2011, 2010 and 2009, respectively.  In addition to these repurchase programs, in December 1999, the Company began a program to repurchase common shares to reduce dilution resulting from its employee stock option plans.  This program is solely funded by proceeds from stock option exercises, and the related tax benefit.  The Company repurchased approximately $127, $40 and $62 under the stock option program during 2011, 2010 and 2009, respectively.