KROGER CO — Director's Dealing 2003

Feb 24, 2003

5 1 rrd5250.htm FORM 5 SEC Form 5

FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). [ ] Form 3 Holdings Reported [ ] Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 1.0

1. Name and Address of Reporting Person * Heldman, Paul W. (Last) (First) (Middle) 1014 Vine Street (Street) Cincinnati, OH 45202 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The Kroger Co. KR 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Year 02/01/2003 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Description Senior Vice President, Secretary and General Counsel 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4, and 5) Amount / A/D / Price	5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	/ / $	163,350.3723	D
Common Stock	/ / $	320.000	I	By Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) DE / ED	7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title / Amount or Number of Shares	8. Price of Derivative Security (Instr.5)	10. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4)
Non-Qualified Stock Option	$4.7200	/ 04/21/2003	Common Stock / 50,000.000	$ 50,000.000	D
Non-Qualified Stock Option	$5.8450	/ 05/18/2004	Common Stock / 50,000.000	$ 50,000.000	D
Non-Qualified Stock Option	$6.3750	/ 04/19/2005	Common Stock / 50,000.000	$ 50,000.000	D
Non-Qualified Stock Option	$10.3750	/ 04/17/2006	Common Stock / 58,000.000	$ 58,000.000	D
Non-Qualified Stock Option	$13.4375	/ 05/14/2007	Common Stock / 18,750.000	$ 18.750.000	D
Non-Qualified Performance Stock Option	$13.4375	/ 05/14/2007	Common Stock / 18,750.000	$ 18,750.000	D
Non-Qualified Stock Option	$22.2344	/ 04/15/2008	Common Stock / 20,000.000	$ 20,000.000	D
Non-Qualified Performance Stock Option	$22.2344	/ 04/15/2008	Common Stock / 20,000.000	$ 20,000.000	D
Non-Qualified Stock Option	$27.1719	/ 05/26/2009	Common Stock / 25,000.000	$ 25,000.000	D
Non-Qualified Performance Stock Option	$27.1719	/ 05/26/2009	Common Stock / 25,000.000	$ 25,000.000	D
Non-Qualified Stock Option	$16.5938	/ 02/10/2010	Common Stock / 100,000.000	$ 100,000.000	D
Non-Qualified Performance Stock Option	$16.5938	/ 02/10/2010	Common Stock / 20,000.000	$ 20,000.000	D
Non-Qualified Stock Option	$24.4300	/ 05/09/2011	Common Stock / 12,500.000	$ 12,500.000	D
Non-Qualified Performance Stock Option	$24.4300	/ 05/09/2011	Common Stock / 12,500.000	$ 12,500.000	D
Non-Qualified Stock Option	$22.9950	/ 05/09/2012	Common Stock / 26,667.000	$ 26,667.000	D
Non-Qualified Performance Stock Option	$22.9950	/ 05/09/2012	Common Stock / 13,333.000	$ 13,333.000	D
Non-Qualified Stock Option	$14.9250	/ 12/12/2012	Common Stock / 80,000.000	$ 80,000.000	D

Explanation of Responses:

• The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans which are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

By:	Date:
/s/	02/24/2003
Paul W. Heldman
** Signature of Reporting Person	SEC 2270 (09-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.