Long-Term Guidance

Our long-term net earnings per diluted share growth rate
guidance is 8-11%, plus a dividend that we expect to increase
over time.

Forward Looking Statements

This Current Report contains certain statements that constitute
forward-looking statements about the future performance of The
Kroger Co. These statements are based on managements
assumptions and beliefs in light of the information currently
available to it. Such statements are indicated by words such as
guidance, expect, estimate, anticipate, will, could, and
continue. Various uncertainties and other factors could cause
actual results to differ materially from those contained in the
forward-looking statements. These include the specific risk
factors identified in Risk Factors and Outlook in our annual
report on Form10-K for our last fiscal year and any subsequent
filings, as well as the following:

The extent to which our sources of liquidity are sufficient to
meet our requirements may be affected by the state of the
financial markets and the effect that such condition has on our
ability to issue commercial paper at acceptable rates. Our
ability to borrow under our committed lines of credit,
including our bank credit facilities, could be impaired if one
or more of our lenders under those lines is unwilling or unable
to honor its contractual obligation to lend to us, or in the
event that natural disasters or weather conditions interfere
with the ability of our lenders to lend to us. Our ability to
refinance maturing debt may be affected by the state of the
financial markets.

Our ability to achieve sales, earnings and cash flow goals may
be affected by: labor negotiations or disputes; changes in the
types and numbers of businesses that compete with us; pricing
and promotional activities of existing and new competitors,
including non-traditional competitors, and the aggressiveness
of that competition; our response to these actions; the state
of the economy, including interest rates, the inflationary and
deflationary trends in certain commodities, and the
unemployment rate; the effect that fuel costs have on consumer
spending; volatility of fuel margins; changes in
government-funded benefit programs; manufacturing commodity
costs; diesel fuel costs related to our logistics operations;
trends in consumer spending; the extent to which our customers
exercise caution in their purchasing in response to economic
conditions; the inconsistent pace of the economic recovery;
changes in inflation or deflation in product and operating
costs; stock repurchases; our ability to retain pharmacy sales
from third party payors; consolidation in the healthcare
industry, including pharmacy benefit managers; our ability to
negotiate modifications to multi-employer pension plans;
natural disasters or adverse weather conditions; the potential
costs and risks associated with potential cyber-attacks or data
security breaches; the success of our future growth plans; and
the successful integration of Harris Teeter and Roundys. Our
ability to achieve sales and earnings goals may also be
affected by our ability to manage the factors identified above.
Our ability to execute our financial strategy may be affected
by our ability to generate cash flow.

During the first three quarters of each fiscal year, our LIFO
charge and the recognition of LIFO expense is affected
primarily by estimated year-end changes in product costs. Our
fiscal year LIFO charge is affected primarily by changes in
product costs at year-end.

Our effective tax rate may differ from the expected rate due to
changes in laws, the status of pending items with various
taxing authorities, and the deductibility of certain expenses.

Changes in our product mix may negatively affect certain
financial indicators. For example, we continue to add
supermarket fuel centers to our store base. Since fuel
generates lower profit margins than our supermarket sales, we
expect to see our FIFO gross margins decline as fuel sales
increase.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits.