SecProbe.io

Mail Stop 3561
September 7, 2016

W. Rodney McMullen
Chairman of the Board and Chief Executive Officer
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202

Re: The Kroger Co.
 Form 10-K for Fiscal Year Ended January 30, 2016
Filed March 29 , 2016
Form 8 -K Filed June 16, 2016
File No. 1 -00303

Dear Mr. McMullen :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended January 30, 2016

Notes to Consolidat ed Fi nancial Statements

Note  1. Accounting Policies

Segments, page 46

1. We note that you have aggregated all of your operating divisions into a single reportable
segment, which you refer to as your retail operations.  Please tell us the basis of
organization of your operating divisions; for example, whether management has chos en
to organize the entity around differences in products and services, store type or format or
geographic areas.   Please also tell us how you have complied  with the requi rement in
ASC 280 -10-50-21.a. to disclose this information.

W. Rodney McMullen
The Kroger Co.
September 7 , 2016
Page 2

 2. We note you have iden tified your Chief Executive Officer (CEO) as the chief operating
decision maker (CODM).  This appears to be a change from the prior year, when you
identified the Chief Executive Officer, together with the Chief Operating Officer, as
CODM.  Please tell us t he reasons for the change in your determination of the CODM.
We also note there is no longer a named executive officer with the title of Chief
Operating Officer, but there is now a new named executive officer  title called  Executive
Vice President (EVP) of  Retail Operations.  Please describe and compare and contrast the
historical role of the Chief Operating Officer and the current role of the EVP of Retail
Operations.

3. Please tell us the role of the CODM, or CEO in this case, and  tell us the title and d escribe
the role of each of the individuals who report to the CODM.  If the EVP of retail
operations does not report to the CODM, tell us the title and role of the person the EVP
of Retail Operations reports to in the organization.  Also identify and descr ibe the role of
each of your operating division managers.

Form 8 -K Filed June 16, 2016
4. Please tell us how you have complied with the guidance in Item 10(e)(1)(i)(A) and (B) of
Regulation S -K with respect to your disclosure of  FIFO gross margin and how you have
complied with the guidance in Item 10(e)(1)(i)(A) with respect to your disclosure of non -
GAAP return on invested capital.   This comment also applies to your Form 10 -Q Filed
June 28, 2016.
We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy 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 or 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.

W. Rodney McMullen
The Kroger Co.
September 7 , 2016
Page 3

You may contact Robyn Manuel, Staff Accountant , at 202-551-3823  or Donna Di Silvio,
Staff Accountant, at 202 -551-3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at 202 -551-3344 with any  other  questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Branch Chi ef
Office of Consumer Products