<PAGE>
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 29, 2000
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:
PITTSBURGH DIVISION PROFIT SHARING PLAN,
AS AMENDED
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
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of Pittsburgh Division Profit Sharing
Plan, as Amended are included herein:
1. Independent Auditors' Report of KPMG LLP dated August 11, 2000.
2. Statements of Net Assets Available for Plan Benefits February 29, 2000 and
February 28, 1999.
3. Statements of Changes in Net Assets Available for Plan Benefits Years Ended
February 29, 2000 and February 28, 1999.
4. Notes to the Financial Statements for the Years Ended February 29, 2000 and
February 28 1999.
5. Independent Auditors' Consent of KPMG LLP.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Pittsburgh Division Profit Sharing Plan as Amended has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
PITTSBURGH DIVISION PROFIT SHARING
PLAN, AS AMENDED
DATE: August 24, 2000 By: SUPERVALU INC., the plan administrator
By: /s/ Pamela K. Knous
-------------------
Pamela K. Knous
Executive Vice President and
Chief Financial Officer
3
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PITTSBURGH DIVISION PROFIT SHARING PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
<PAGE>
Independent Auditors' Report
The Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for plan
benefits of Pittsburgh Division Profit Sharing Plan (the Plan) as of February
29, 2000 and February 28, 1999, and the related statements of changes in net
assets available for plan benefits for the fiscal 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 auditing standards generally accepted
in the United States of America. 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of February 29, 2000 and February 28, 1999, and the changes in net assets
available for plan benefits for the fiscal years then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
August 11, 2000
F-1
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PITTSBURGH DIVISION PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust, at fair value $ 57,742,995 52,592,358
Contribution receivable from employer 1,366,056 2,020,814
Liabilities:
Expenses payable (5,273) (41,540)
--------------- --------------
Net assets available for plan benefits $ 59,103,778 54,571,632
=============== ==============
</TABLE>
See accompanying notes to financial statements.
F-2
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PITTSBURGH DIVISION PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Fiscal years ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
2000 1999
--------------- -------------
<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 289,756 356,899
Net appreciation in fair market value of investments 5,232,013 719,022
--------------- -------------
5,521,769 1,075,921
--------------- -------------
Investment income from SUPERVALU General Master Trust:
Net appreciation in fair market value of investments -- 3,361,716
--------------- --------------
Contributions:
Employer 1,345,331 2,040,344
--------------- -------------
Total additions 6,867,100 6,477,981
Deductions:
Distributions to participants (2,063,399) (2,996,080)
Administrative expenses (247,055) (195,686)
---------------- -------------
Total deductions (2,310,454) (3,191,766)
Transfers to other plans (24,500) --
---------------- -------------
Net increase 4,532,146 3,286,215
Net assets available for plan benefits:
Beginning of year 54,571,632 51,285,417
---------------- -------------
End of year $ 59,103,778 54,571,632
================ =============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(1) Summary Description of the Plan
The following description of the Pittsburgh Division Profit Sharing Plan
(the Plan) is provided for general information purposes only. Participants
should refer to the summary plan description for a more complete
description of the Plan's provisions.
The Plan, amended and restated February 23, 1997, was originally
established on December 31, 1961 as a defined contribution profit sharing
plan for all full-time employees of the Pittsburgh Division of SUPERVALU
INC. (the Company).
Under provisions of the Plan, as amended, all non-union full-time employees
of the Company who are 21 years of age or older are eligible to participate
in the Plan after completing one year of eligible service, and all union
employees who are 20 years old and have completed six months of service.
Contributions to the Plan are determined each year at the discretion of the
Retirement Committee of the Company and are limited to the amount
deductible for federal income tax purposes. The Company's contribution is
allocated among the participants based on the ratio of each participant's
compensation, weighted for length of service, to total weighted
compensation for all participants for the year, except that a participant's
allocation may not exceed the lesser of 25% of the participant's
compensation or $30,000 as adjusted for cost-of-living increases in
accordance with Section 415(d) of the Internal Revenue Code. Separate
accounts are maintained for each participant.
The Plan provides that the Administrative Committee, solely at its
discretion, may elect to implement nondeductible voluntary contributions
which would allow plan participants to contribute to the Plan a sum not to
exceed 10% of the participant's applicable compensation during the plan
year. The Administrative Committee has not elected this option; therefore,
no participant contributions have been made. Participant and employer
contributions may be directed into one or more of the four funds within the
SUPERVALU INC. 401(k) Master Trust (the 401(k) Master Trust): (a) the
SUPERVALU INC. Fixed Fund, (b) the Equity Index Fund, (c) the Brinson
Global Equity Fund, or (d) the Wedge Small Cap Fund. Effective March 1,
1999, three additional funds were added as options to participants. The
three additional funds are the Roxbury Mid Cap Equity Fund, the Nicholas
Applegate International Equity Fund, and the SUPERVALU Common Stock Fund.
Effective December 1, 1998, the Plan accounts of participants who had
previously transferred among plans within the 401(k) Master Trust were
consolidated, resulting in each participant having only one account within
the Master Trust. Transfers to other plans of $24,500 in fiscal 2000
reflect the net result of participant transfers between plans in the Master
Trust.
F-4
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PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
All amounts contributed by employees, if allowed, would be 100% vested at
all times. Participants become vested with respect to employer
contributions based upon the following graduated scale:
Vested portion of
Years of vesting service participant's account
--------------------------- --------------------------
Less than 2 years 0%
2 years but less than 3 years 10%
3 years but less than 4 years 25%
4 years but less than 5 years 40%
5 years but less than 6 years 60%
6 years but less than 7 years 80%
7 years or more 100%
Regardless of years of vested service, a plan participant will
automatically become fully vested in employer contributions upon reaching
the age of 60, or upon death, disability, or plan termination.
Forfeitures of nonvested amounts shall be allocated to the remaining
participants in the same manner as the Company's annual contribution.
Although SUPERVALU has not expressed any intent to terminate the Plan, it
may do so at any time. Each participant's account would immediately vest
and the balance would be distributed to the participant in full upon
termination.
Benefits under the Plan are payable in a lump sum.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Plan are presented on the accrual
basis of accounting.
(b) Investments
Investment assets of the Plan are stated at current fair value.
Investments in various funds represent the Plan's pro rata share of
the quoted market value of the fund's net assets as reported by the
Trustee.
Purchases and sales of securities are recorded on a trade-date basis.
(c) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets
available for plan benefits and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets available for plan benefits during
the reporting period. Actual results could differ from those
estimates.
F-5
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PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(d) Expenses
The reasonable expenses of administering the Plan shall be payable out
of the Plan's funds except to the extent that the Company, in its
discretion, directly pays the expenses. The Company has paid certain
administrative expenses of the plan.
(3) Trustee
Bankers Trust Company (the Trustee) has been appointed as the Trustee and
custodian of the Plan's assets. The trust agreement stipulates that the
Trustee may resign at any time by giving 60 days' written notice to the
Retirement Committee of the Company's Board of Directors. The Retirement
Committee may remove the Trustee at any time by giving 60 days' written
notice of such action to the trustee.
(4) Investments
From the period between March 1, 1998 and February 1, 1999, under the terms
of the trust agreement, assets of the Plan were held together with other
plans sponsored by SUPERVALU in the SUPERVALU General Master Trust (the
General Master Trust). The General Master Trust also administered the Ryans
Division Profit Sharing 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. The Plan's assets were invested in the General Equity Fund
and the Fixed Fund.
Investment income for the General Master Trust for the fiscal year ended
February 28, 1999 is as follows:
February 28,
1999
------------
Net realized and unrealized appreciation
in fair value of investments:
General Fund $ 9,623,092
Fixed Fund 1,945,169
------------
11,568,261
Interest 3,313,414
Dividends 6,500,794
------------
$ 21,382,469
============
Effective February 1, 1999, all funds of the Plan were transferred to the
SUPERVALU INC. 401(k) Master Trust (the 401(k) Master Trust) and therefore,
the Plan had a zero percent ownership interest in the General Master Trust
as of February 28, 1999. In accordance with the trust agreement, certain
assets of the Plan are held together with assets of other plans sponsored by
SUPERVALU in the 401(k) Master Trust. The Trustee has been granted
discretionary authority concerning the purchases and sales of the
investments.
F-6
<PAGE>
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
The 401(k) Master Trust administers the SUPERVALU Wholesale Employees'
401(k) Plan, the SUPERVALU Retail Employees' 401(k) Plan, the SUPERVALU Pre-
tax Savings and Profit Sharing Plan, the Pittsburgh Division Profit Sharing
Plan, the Wetterau Incorporated Moneybuilder Plan and Trust for Collective
Bargaining Employees, and SUPERVALU Retail Operations Profit Sharing and
Super Saver Plan. On February 1, 2000, the Wetterau Incorporated
Moneybuilder Plan and Trust for Collective Bargaining Employees merged into
the SUPERVALU Wholesale Employees' 401(k) Plan. Also on February 1, 2000,
the SUPERVALU Retail Operations Profit Sharing and Super Saver Plan merged
into the SUPERVALU Retail Employees' 410(k) Plan .
The Trustee allocates interest and investment income, and net appreciation
(depreciation) in fair value to each of the funds in the 401(k) Master Trust
based on the actual performance of each fund. The plans' assets are invested
in the SUPERVALU INC. Fixed Fund, the Equity Index Fund, the Brinson Global
Equity Fund, the Wedge Small Cap Fund, the Roxbury Mid Cap Equity Fund, the
Nicholas Applegate International Equity Fund and the SUPERVALU Common Stock
Fund. The Trustee also maintains a Short-Term Investment Fund, which is
utilized as a clearing account for transactions. Financial information
related to the 401(k) Master Trust is prepared and filed in accordance with
the Department of Labor's regulations.
The Plan recordkeeper (Hewitt Associates LLC) allocates interest and
investment income, net realized (unrealized) gains and losses, and
administrative expenses to each of the plans in the 401(k) Master Trust
based upon the ratio of net assets of the Plan to the total net assets of
the 401(k) Master Trust. Separate accounts are maintained by the
recordkeeper for participants in each plan, and funds may be distributed to
or withdrawn by participants in accordance with the appropriate plan's
terms.
F-7
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PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
Fair values of investments in the 401(k) Master Trust are as follows:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
-------------- --------------
<S> <C> <C>
Investments at fair value: $ 154,108,534 151,850,543
Collective investment fund held by: 216,357,672 220,402,391
SUPERVALU INC. Fixed Fund 12,059,937 15,578,580
Equity Index Fund (BT Pyramid Equity Index Fund) 779,076 481,962
Brinson Global Equity Fund 1,308,973 --
Wedge Small Cap Fund (BT Pyramid Russell 2000 Fund) 36,144,020 --
Roxbury Mid Cap Equity Fund 813,509 827,811
Nicholas Applegate International Equity Fund
SUPERVALU INC. Common Stock Fund
Common stock held by: 23,332,609 25,510,678
Wedge Small Cap Fund 23,310,628 --
Roxbury Mid Cap Equity Fund 23,584,877 23,961,328
SUPERVALU Common Stock Fund
Cash and cash equivalents 547,254 330,965
Accrued income 240,375 1,918,371
Due from (to) broker 77,906 (2,188,734)
Loans receivable from participants 14,505,298 12,247,152
------------- -------------
$ 507,170,668 450,921,047
============= =============
</TABLE>
Investment income for the 401(k) Master Trust for the fiscal years ended
February 29, 2000 and February 28, 1999 are as follows:
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Net appreciation (depreciation) in fair value
of investments:
Collective investment funds $ 42,654,079 36,507,740
Common stock (1,967,946) (7,351,854)
-------------- --------------
40,686,133 29,155,886
Interest 1,390,999 995,478
Dividends 2,274,881 2,833,827
-------------- --------------
$ 44,352,013 32,985,191
============== ==============
</TABLE>
(Continued)
F-8
<PAGE>
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
At February 29, 2000 and February 28, 1999, the Plan held 11.4% and 11.7%,
respectively, of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The Plan Administrator has received a determination letter, dated April 24,
1996, from the Internal Revenue Service indicating that the Plan meets the
requirements of Section 401(a) of the Internal Revenue Code (the Code) for
Plan amendments through March 7, 1996, and that the trust established in
connection therewith is exempt from federal income tax under Section 501(a)
of the Code. A determination letter has not been requested for subsequent
amendments. However, management believes the Plan continues to meet the
requirements of Section 401(a) of the Code and that the related trust is
exempt from income tax under Section 501(a) of the Code. Therefore, no
provision for income taxes has been made.
(6) Party-in-interest Transactions
The Plan engages in transactions involving the acquisition and disposition
of investment funds with Bankers Trust Company, the Trustee, and the 401(k)
Master Trust, who are parties-in-interest with respect to the Plan. These
transactions are covered by an exemption from the "prohibited transactions"
provision of ERISA and the Internal Revenue Code.
(7) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for participants
per the financial statements to Form 5500:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------- -------------
<S> <C> <C>
Net assets available for participants per the
financial statements
$ 59,103,778 54,571,632
Less: Amounts allocated to withdrawing participants at
February 29, 2000 and February 28, 1999, respectively (56,024) --
------------- ----------
Net assets available for participants
per Form 5500 $ 59,047,754 54,571,632
============= ==========
</TABLE>
(Continued)
F-9
<PAGE>
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the fiscal year ended:
February 29,
2000
------------
Benefits paid to participants per the
financial statements $ 2,063,399
Add: Amounts allocated to withdrawing participants at
February 29, 2000 56,024
------------
Net assets available for participants
per Form 5500 $ 2,119,423
============
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
February 29, 2000, but not yet paid as of that date.
F-10
