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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 22, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 1-5418
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
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FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of SUPERVALU Pre-Tax Savings and Profit
Sharing Plan are included herein:
1. Independent Auditors' Report.
2. Statement of Net Assets Available for Benefits February 22, 1997 and
February 24, 1996.
3. Statement of Changes in Net Assets Available for Benefits Years Ended
February 22, 1997 and February 24, 1996.
4 Notes to Financial Statements Years Ended February 22, 1997 and February
26, 1996.
5. Independent Auditors' Consent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the SUPERVALU Pre-Tax Savings and Profit Sharing Plan has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
DATE: August 21, 1997 By: SUPERVALU INC., the plan administrator
By: /s/ Kim M. Erickson
----------------------------------
Kim M. Erickson
Senior Vice President, Finance
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SUPERVALU PRETAX SAVINGS AND
PROFIT SHARING PLAN
Financial Statements for Annual Report on Form 5500
for the Years Ended February 22, 1997 and
February 24, 1996 and Independent Auditors' Report
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INDEPENDENT AUDITORS' REPORT
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota
We have audited the accompanying statements of net assets available for benefits
of SUPERVALU Pretax Savings and Profit Sharing Plan (the Plan) as of February
22, 1997 and February 24, 1996 and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
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In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of February
22, 1997 and February 24, 1996, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
August 1, 1997
2
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SUPERVALU PRETAX SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Investments at current value $247,217,715 $199,198,671
Employer contribution receivable 6,719,536 7,062,168
Employee contribution receivable 729,044 160,802
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $254,666,295 $206,421,641
============ ============
</TABLE>
See notes to financial statements.
3
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SUPERVALU PRETAX SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR $206,421,641 $151,186,757
ADDITIONS:
Employee contributions 24,768,454 25,851,440
Employer contributions 10,141,361 7,062,168
Interest 2,576,086 1,004,290
Net appreciation of investments 30,418,833 25,546,358
------------ ------------
Total additions 67,904,734 59,464,256
DEDUCTIONS:
Distributions 18,655,902 16,919,296
Administrative expenses 1,004,178 116,655
------------ ------------
Total deductions 19,660,080 17,035,951
------------ ------------
NET ADDITIONS 48,244,654 42,428,305
TRANSFER FROM LEWIS GROCER PLAN (Note 2) 9,162,645
TRANSFER FROM SWEETLIFE PLAN (Note 2) 3,643,934
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $254,666,295 $206,421,641
============ ============
</TABLE>
See notes to financial statements.
4
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SUPERVALU PRETAX SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 22, 1997 AND FEBRUARY 24, 1996
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the SUPERVALU Pretax Savings and Profit Sharing
Plan (the Plan) are presented on the accrual basis of accounting. Investment
assets of the Plan are stated at current market value, as determined by the
Plan trustee.
- --------------------------------------------------------------------------------
Reclassifications - Certain prior year information has been reclassified to
conform to the current year presentation.
2. THE PLAN
The Plan was established for employees of SUPERVALU INC. and certain
subsidiaries (SUPERVALU). All nonunion employees age 21 or older who have
completed 1 year of service with SUPERVALU with at least 1,000 hours in each
year may participate. Eligible employees can enroll in the Plan each
September 1 and March 1. Effective March 1, 1995, the Sweetlife 401(k) Plan
was merged into the Plan. The Lewis Grocer Pretax Savings and Profit
Sharing Plan was merged with the Plan effective June 30, 1995. Total assets
relating to the Sweetlife 401(k) Plan were transferred to the Plan's
trustee. The total assets relating to the Lewis Grocer Pretax and Profit
Sharing Plan were transferred within the SUPERVALU 401(k) Master Trust
administered by the trustee.
The Plan allows for employee contributions under Section 401(k) of the
Internal Revenue Code, under which participants may contribute from 2% to
15% of their gross pay to the Plan. Participant contributions up to 5% are
matched at a rate of 20% by SUPERVALU. An additional discretionary matching
contribution of up to 5% of a participant's contribution may be made by
SUPERVALU depending upon the performance of each profit center. To receive
this additional matching, the participant must have worked 1,000 hours
during the plan year and be employed on the last day of the plan year except
in the case of death, disability, or retirement after age 62 during the plan
year.
On July 1, 1995, the SUPERVALU INC. Master Trust (Master Trust) was
restructured, and the Plan's assets were transferred to the SUPERVALU INC.
401(k) Master Trust (401(k) Master Trust). Each participating retirement
plan has an undivided interest in the 401(k) Master Trust (see Note 5).
All amounts contributed by employees are 100% vested at all times. Employer
contributions are vested 20% after two years, 40% after three years, 60%
after four years, and 100% at five years. Prior to June 1, 1995,
contributions were invested in one or both of the funds within the Master
Trust: (a) the SUPERVALU INC. - Fixed Fund, or (b) the Equity Index Fund.
Effective June 1, 1995, contributions are invested in one or more of the
four funds within the 401(k) Master Trust: (a) the SUPERVALU INC. - Fixed
Fund, (b) the Equity Index Fund, (c) the Brinson Global Fund, or (d) the
Wedge Small Cap Fund.
On August 1, 1996, the SUPERVALU Common Stock Fund was added to the 401(k)
Master Trust as an additional investment fund for the Plan. All employer
contributions to the Plan after August 1, 1996 are invested in the SUPERVALU
Common Stock Fund.
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Although SUPERVALU has not expressed any intent to terminate the Plan, it
may do so at any time. Each participant's vested account balance would be
distributed to the participant in full upon termination.
Benefits under the Plan are payable in a lump sum.
Participants currently employed by SUPERVALU can withdraw their before-tax
401(k) contributions and employer contributions only in financial hardship
situations. Accounts resulting from any participant's after-tax
contributions can be withdrawn at any time. Loans are available to all
participants of the Plan and may not exceed the lesser of 50% of the vested
amount of the borrower's total account or $50,000. The interest rate on any
loan shall be equal to the prime rate as published for the last business day
of the calendar month in which the loan is granted by the Wall Street
Journal, plus 1%. Principal and interest are repaid monthly through payroll
deductions, and the maximum term of any loan is five years.
3. INTERNAL REVENUE SERVICE STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service indicating that the Plan meets the requirements of Section
401(a) of the Internal Revenue Code and is exempt from federal income tax
under Section 501(a) of that code. Therefore, no provision for income taxes
has been made.
4. TRUSTEE
Bankers Trust Company (the trustee) has been appointed as trustee. The trust
agreement stipulates that the trustee may resign at any time by giving 30-
days' written notice to the Administrative Committee. The Administrative
Committee may remove the trustee at any time by giving 30-days' written
notice of such action to the trustee.
5. COMMINGLED FUNDS
Through June 30, 1995, all investments were held in the Master Trust. The
Master Trust also administered 13 other employee benefit plans for SUPERVALU
INC.: the SUPERVALU INC. Retirement Plan; the Pittsburgh Division Profit
Sharing Plan; the Ryans Division Profit Sharing Plan; the Lewis Grocer
401(k) Plan; the SUPERVALU Preferred Products Plan; the Cub Food Retail
Clerks 401(k) Plan; the SUPERVALU Retail Operations 401(k) Plan; the
Wetterau Union 401(k) Plan; the Portland Union Retirement Plan; the Presque
Isle Union Retirement Plan; the Pittsburgh Local 872 Pension Plan; the Fox
Grocery Local 538 Pension Plan; and the Teamsters Local 110 Retirement Plan.
On July 1, 1995, the Master Trust was restructured, and the Plan's assets
were transferred to the 401(k) Master Trust. The 401(k) Master Trust also
administers the Cub Foods Clerks Pretax and Profit Sharing Plan, the
SUPERVALU Retail Operations 401(k) Plan, the Wetterau Union 401(k) Plan, and
the Pittsburgh Union 401(k) Plan. Investments and funds for all
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plans are commingled and held in the 401(k) Master Trust. Each plan has a
proportionate interest in the assets of the fund in which the plan is
invested and shares proportionately in total fund increases and decreases,
except for the Loan Fund, which is based on actual participant loan
activity. Separate accounts are maintained by the trustee for participants
in each plan, and funds may be distributed to or withdrawn by participants
in accordance with the appropriate plan's terms. The Plan's assets are
invested in the SUPERVALU INC.-- fixed Fund, the Equity Index Fund, the
Brinson Global Balanced Fund, the Wedge Small Cap Fund, and the SUPERVALU
Common Stock Fund. Financial information related to the 401(k) Master Trust
has been prepared and filed according to Department of Labor regulations.
Summary information relating to the 401(k) Master Trust is as follows at
February 22, 1997 and February 24, 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
BRINSON GLOBAL FUND:
Investments -
Mutual fund $ 14,372,320 $ 8,859,775
------------ ------------
14,372,320 8,859,775
Settlements payable (314,489)
------------ ------------
Total Brinson Global Fund 14,057,831 8,859,775
WEDGE SMALL CAP FUND:
Investments:
Common stock 17,910,254 12,284,787
Mutual fund 927,102 763,672
------------ ------------
18,837,356 13,048,459
Cash 1,738,840 1,450,708
Accrued income 289,281 24,346
Settlements receivable (payable) 33,537 (88,688)
------------ ------------
Total Wedge Small Cap Fund 20,899,014 14,434,825
EQUITY INDEX FUND:
Investments -
Mutual fund 112,797,999 78,536,340
------------ ------------
112,797,999 78,536,340
Cash 13
Settlements receivable 83,003
------------ ------------
Total Equity Index Fund 112,881,015 78,536,340
SUPERVALU INC. - FIXED FUND:
Investments -
Collective investment fund 104,984,237 101,885,981
------------ ------------
104,984,237 101,885,981
Cash 832,489
Accrued income 1,199
------------ ------------
Total SUPERVALU INC. - Fixed Fund 104,984,237 102,719,669
</TABLE>
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<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
SUPERVALU COMMON STOCK FUND:
Investments -
Common stock $ 481,957
------------
481,957
Cash 5,119
Accrued income 3,912
------------
Total SUPERVALU Common Stock Fund 490,988
LOAN FUND -
Loans at cost 7,714,704 $ 6,500,562
------------ ------------
Total Loan Fund 7,714,704 5,500,562
CLEARING ACCOUNT:
Cash 1,255,932 780,874
Accrued income 5,769 4,423
------------ ------------
Total Clearing Account 1,261,701 785,297
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TOTAL 401(k) TRUST ASSETS $262,289,490 $210,836,468
============ ============
Assets of the 401(k) Master Trust are allocated to the participating plans as follows at February 22, 1997:
SUPERVALU Pretax Savings and Profit Sharing Plan $247,217,715
Cub Foods Retail Clerks 401(k) Plan 2,774,485
SUPERVALU Retail Operations 401(k) Plan 7,939,922
Wetterau Union 401(k) Plan 3,865,286
Pittsburgh Union 401(k) Plan 492,082
------------
$262,289,490
============
Assets of the 401(k) Master Trust are allocated to the participating plans as follows at February 24, 1996:
SUPERVALU Pretax Savings and Profit Sharing Plan $199,198,671
Cub Foods Retail Clerks 401(k) Plan 1,262,715
SUPERVALU Retail Operations 401(k) Plan 7,653,770
Wetterau Union 401(k) Plan 2,721,312
------------
$210,836,468
============
</TABLE>
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6. FUND INFORMATION
Information by fund is as follows for the years ended February 24, 1997 and
February 25, 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENT BALANCES:
SUPERVALU INC. - Fixed Fund $101,522,968 $ 99,532,509
Equity Index Fund 104,639,424 72,461,157
Brinson Global Balanced Fund 12,954,725 8,299,988
Wedge Small Cap Fund 18,916,286 13,248,437
SUPERVALU Common Stock Fund 490,989
Loan Fund 7,599,890 5,420,605
Short-term investment fund 1,093,433 235,975
------------ ------------
$247,217,715 $199,198,671
============ ============
EMPLOYEE CONTRIBUTIONS:
SUPERVALU INC. - Fixed Fund $ 10,616,698 $ 13,062,949
Equity Index Fund 9,914,536 10,463,638
Brinson Global Balanced Fund 1,544,452 830,547
Wedge Small Cap Fund 2,644,950 1,494,306
SUPERVALU Common Stock Fund 47,818
------------ ------------
$ 24,768,454 $ 25,851,440
============ ============
EMPLOYER CONTRIBUTIONS:
SUPERVALU INC. - Fixed Fund $ 1,547,209 $ 3,403,320
Equity Index Fund 1,417,998 2,758,552
Brinson Global Balanced Fund 203,276 329,460
Wedge Small Cap Fund 341,158 570,836
SUPERVALU Common Stock Fund 6,631,720
------------ ------------
$ 10,141,361 $ 7,062,168
============ ============
INTEREST:
Equity Index Fund $ 12 $ 3,074
Brinson Global Balanced Fund 1,293,268 541,431
Wedge Small Cap Fund 349,431 188,442
SUPERVALU Common Stock Fund 6,908
Loan Fund 805,079 271,343
Short-term investment fund 121,388
------------ ------------
$ 2,576,086 $ 1,004,290
============ ============
NET APPRECIATION OF INVESTMENTS:
SUPERVALU INC. - Fixed Fund $ 6,241,228 $ 6,060,524
Equity Index Fund 21,434,048 17,852,385
Brinson Global Balanced Fund 292,658 251,482
Wedge Small Cap Fund 2,419,672 1,381,967
SUPERVALU Common Stock Fund 31,227
------------ ------------
$ 30,418,833 $ 25,546,358
============ ============
</TABLE>
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<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
DISTRIBUTIONS:
SUPERVALU INC. - Fixed Fund $11,392,609 $11,889,470
Equity Index Fund 5,463,325 4,623,344
Brinson Global Balanced Fund 602,504 98,481
Wedge Small Cap Fund 672,357 141,558
SUPERVALU Common Stock Fund 573
Loan Fund 524,534 274,618
Short-term investment fund (108,175)
----------- -----------
$18,655,902 $16,919,296
=========== ===========
EXPENSES:
SUPERVALU INC. - Fixed Fund $ 460,894 $ 26,831
Equity Index Fund 215,118 53,661
Brinson Global Balanced Fund 11,699 2,333
Wedge Small Cap Fund 313,918 33,830
SUPERVALU Common Stock Fund 2,549
----------- -----------
$ 1,004,178 $ 116,655
=========== ===========
TRANSFERS FROM LEWIS GROCER PLAN (Note 2):
SUPERVALU INC. - Fixed Fund $ 7,574,529
Equity Index Fund 695,283
Brinson Global Balanced Fund 43,410
Wedge Small Cap Fund 135,956
Loan Fund 713,467
-----------
$ 9,162,645
===========
TRANSFERS FROM SWEETLIFE PLAN (Note 2):
SUPERVALU INC. - Fixed Fund $ 2,759,934
Equity Index Fund 884,000
-----------
$ 3,643,934
===========
</TABLE>
7. SUBSEQUENT EVENT
Subsequent to February 22, 1997, the Plan sponsor resolved to merge the
Ryans Division Profit Sharing Plan into the SUPERVALU Pretax Savings and
Profit Sharing Plan effective August 31, 1997.
10
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-10151 on Form S-8 of our report dated August 1, 1997 appearing in this
Annual Report on Form 11-K of SUPERVALU INC. for the year ended February 22,
1997.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 18, 1997
