SecProbe.io

August 8, 2012

Via E-mail
David B. Dillion
Chairman of the Board and Chief Executive  Officer
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202

Re: The Kroger Co.
 Form 10 -K for Fiscal Year Ended January 28 , 2012
Filed March 27, 2012
 File No. 1-303

Dear Mr. Dillion :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your document .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have additional comments.

Item 7.  Management ’s Discussion and Analysis of Financial Condition and Results of
Operations, page 11

Results of Operations, page 12
Net Earnings, page 12

1. We note that you characterize the one -time charges excluded from adjusted net earnings
and adjusted net earnings per diluted share as non -recurring.  Please note that adjusting a
non-GAAP performance measure to eliminate or s mooth items identified as non -
recurring, infrequent or unusual when the nature of the charge or gain is such that it is
reasonably likely to recur within two years or there was a similar charge or gain within
the prior two years is prohibited by Item 10(e) (1)(ii)(B) of Regulation S -K.  Please revise
your description of the charges in the third paragraph in future filings to comply with the
prohibition in  Item 10(e)(1)(ii)(B) of Regulation S -K or otherwise advise.  Please also

David B. Dillion
The Kroger Co.
August 8 , 2012
Page 2

 revise your disclosure in futur e filings to disclose that adjusted earnings and adjusted
earnings per share are non -GAAP financial measures.  In addition, if material, please
disclose the additional purposes, if any, for which management uses the non -GAAP
financial measures.

Item 8.  Financial Statements and Supplementary Data, page 34

Consolidated Statement of Changes in Shareowners’ Equity, page 38

2. Please tell us your consideration of disclosing the accumulated balances for each
component of other comprehensive income.  Please ref er to ASC 220 -10-45-14.

Notes to Consolidated Financial Statements, page 39

Inventories, page 39

3. Please tell us the nature of the cost elements capitalized in inventories.  In addition,
please tell us your consideration of disclosing the cost elements included in inventories.
Refer to paragraph 6(b) of Rule 5 -02 of Regulation S -X.

10.  Stock Optio n Plans, page 54

4. We note your disclosure in footnote (1) on page 75 and in your definitive proxy statement
that you have granted performance units that are earned only to the extent performance
objectives are achieved.  However, it appears that you have n ot disclosed the terms of the
performance unit awards or provided the disclosures required by ASC 718.  Please
advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in clude s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ade quacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments o r changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person  under the federal securities laws of the United States.

David B. Dillion
The Kroger Co.
August 8 , 2012
Page 3

You may contact Yolanda Guobadia, Staff Accountant,  at (202) 551 -3562  or me at (202)
551-3344  if you have questions regarding our comment s or any other questions.

       Sincerely,

       /s/ Wi lliam H. Th ompson

        William H. Thompson
        Accounting Branch Chief