<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:
SUPERVALU RETAIL OPERATIONS PROFIT SHARING
AND SUPER SAVER PLAN TRUST AGREEMENT,
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 SUPERVALU Retail Operations Profit
Sharing and Super Saver Plan Trust Agreement, 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 January 31, 2000 and
February 28, 1999.
3. Statements of Changes in Net Assets Available for Plan Benefits for the
eleven months ended January 31, 2000 and the Year Ended February 28, 2000.
4. Notes to the Financial Statements for the Eleven Months Ended January 31,
2000 and February 28, 1999.
5. Independent Auditors' Consent of KPMG LLP.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the SUPERVALU Retail Operations Profit Sharing and Super
Saver Plan Trust Agreement, as Amended has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND
SUPER SAVER PLAN TRUST AGREEMENT, 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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SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
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
</TABLE>
<PAGE>
Independent Auditors' Report
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for plan
benefits of the SUPERVALU Retail Operations Profit Sharing and Super Saver Plan
(the Plan) as of January 31, 2000 and February 28, 1999, and the related
statements of changes in net assets available for plan benefits for the eleven
months ended January 31, 2000 and fiscal year ended February 28, 1999. 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 January 31, 2000 and February 28, 1999, and the changes in net assets
available for plan benefits for the eleven months ended January 31, 2000 and the
fiscal year ended February 28, 1999, 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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SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Statements of Net Assets Available for Plan Benefits
January 31, 2000 and February 28, 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust, at fair value $ -- 2,562,861
Contributions receivable from employees -- 2,089
Liabilities:
Expenses payable -- (17,009)
------------ -----------
Net assets available for plan benefits $ -- 2,547,941
============ ===========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Eleven months ended January 31, 2000 and fiscal year ended
February 28, 1999
<TABLE>
<CAPTION>
2000 1999
------------- ------------
<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 15,378 14,779
Net appreciation in fair market value of investments 252,777 1,093,209
------------- ------------
268,155 1,107,988
------------- ------------
Contributions:
Participants' 96,130 108,025
------------- ------------
Total additions 364,285 1,216,013
Deductions:
Distributions to participants (244,315) (285,265)
Administrative expenses (1,213) (23,838)
------------- ------------
Total deductions (245,528) (309,103)
Transfers to other plans (2,666,698) (8,157,396)
------------- ------------
Net decrease (2,547,941) (7,250,486)
Net assets available for plan benefits:
Beginning of period 2,547,941 9,798,427
------------- ------------
End of period $ -- 2,547,941
============= ============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Notes to Financial Statements
January 31, 2000 and February 28, 1999
(1) Summary Description of the Plan
The following description of the SUPERVALU Retail Operations Profit Sharing
and Super Saver 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 is a defined contribution plan and is subject to the provisions of
Title I of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan was established for employees of Twin Valu Stores, Inc. and
SUPERVALU Pharmacies, Inc. (SUPERVALU). For fiscal 1999, all nonunion
employees, unless such union agreement specifically provides for their
inclusion in the Plan, age 21 or older who have completed one year of
service with SUPERVALU with at least 1,000 hours in each year may
participate. Eligible employees may enroll in the Plan on the next open
enrollment date.
The Plan allows for employee contributions under Section 401(k) of the
Internal Revenue Code, under which participants may contribute from 1% to 9%
of their recognized compensation to the Plan. A discretionary contribution
may be made by SUPERVALU at any time as determined by the Administrative
Committee, depending upon the performance of each profit center. To receive
this additional contribution, 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. No employer contributions were made for fiscal plan years
ended January 31, 2000 and February 28, 1999.
All amounts contributed by employees are 100% vested at all times. Employer
contributions are vested 20% after three years, 40% after four years, 60%
after five years, 80% after six years, and 100% at seven years. Forfeitures
of nonvested amounts shall be used to restore forfeited accounts of rehired
participants. Any remaining amounts are used to reduce the employer
contributions. Participant and employer contributions may be directed into
one or more of four funds within the SUPERVALU INC. 401(k) Master Trust (the
401(k) Master Trust) for fiscal 1999: (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 funds are the Roxbury Mid Cap Equity
Fund, the Nicholas Applegate International Fund, and the SUPERVALU Common
Stock Fund.
Effective February 1, 2000, the Plan merged into the SUPERVALU Retail
Employees' 401(k) Plan (formerly the Cub Foods Retail Clerks 401(k) Plan).
Net transfers to other plans of $2,666,698 in fiscal 2000 represent the
activity of this plan merger. As a result, the assets of the Plan at January
31, 2000 are zero and the Plan is terminated.
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 $8,157,396 in fiscal 1999
reflect the net results of this activity in the Plan.
Benefits under the Plan are payable in a lump sum.
(Continued)
F-4
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SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Notes to Financial Statements
January 31, 2000 and February 28, 1999
Participants currently employed by SUPERVALU can withdraw their employee
contributions and rollover contributions at any time. Participants may
receive an in-service hardship distribution from the vested portion of their
accounts after completing the appropriate application forms and receiving
approval from the Administrative Committee.
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 by the Wall Street Journal for the last business day of the
calendar month in which the loan was granted, plus 1%. Principal and
interest are repaid monthly through payroll deductions, and the maximum term
of any loan is five years. Loan interest rates ranged from 8.75% to 10.00%.
(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 funds' 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.
(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 Trustee and
custodian of the Plan's assets. 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.
(Continued)
F-5
<PAGE>
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Notes to Financial Statements
January 31, 2000 and February 28, 1999
(4) Investments
Under the terms of the trust agreement, the Trustee manages investments on
behalf of the plans. In accordance with the trust agreement, certain assets
of the Plan are held together with assets of other plans sponsored by
SUPERVALU INC. in the 401(k) Master Trust. The Trustee has been granted
discretionary authority concerning the purchases and sales of the
investments.
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 the 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. The
Loan Fund, however, is based on the actual participant loan activity for
each plan. 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.
(Continued)
F-6
<PAGE>
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Notes to Financial Statements
January 31, 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:
Collective investment fund held by:
SUPERVALU INC. Fixed Fund $ 154,108,534 151,850,543
Equity Index Fund (BT Pyramid
Equity Index Fund) 216,357,672 220,402,391
Brinson Global Equity Fund 12,059,937 15,578,580
Wedge Small Ca Fund (BT 779,076
Pyramid Russell 2000 Fund) 481,962
Roxbury Mid Cap Equity Fund 1,308,973 --
Nicholas Applegate International Equity Fund 36,144,020 --
SUPERVALU Common Stock Fund 813,509 827,811
Common stock held by:
Wedge Small Cap Fund 23,332,609 25,510,678
Roxbury Mid Cap Equity Fund 23,310,628 --
SUPERVALU Common Stock Fund 23,584,877 23,961,328
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, is as follows:
<TABLE>
<CAPTION>
February 29, February 28,
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-7
<PAGE>
SUPERVALU RETAIL OPERATIONS PROFIT SHARING AND SUPER SAVER PLAN
Notes to Financial Statements
January 31, 2000 and February 28, 1999
At January 31, 2000 and February 28, 1999, the Plan held 0% and 0.6%,
respectively, of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The Plan received a favorable determination letter from the Internal Revenue
Service dated April 24, 1996, indicating that the Plan met the requirements
of Section 401(a) of the Internal Revenue Code (the Code) and that the trust
established in connection therewith is exempt from federal income tax under
Section 501(a) of the Code. The Company believes the Plan met the
requirements of Section 401(a) of the Code through the date it was merged
into the SuperValu Retail Employees' 401(K) Plan (see Note 1) and that the
related trust is exempt from income tax under Section 501(a) of the Code.
Therefore, no provisions for income taxes have 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 benefits per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
January 31, February 28,
2000 1999
----------------- ---------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ -- 2,547,941
Amounts allocated to withdrawing participants -- (5,148)
----------------- ---------------
Net assets available for benefits
per Form 5500 $ -- 2,542,793
================= ===============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the fiscal year ended:
<TABLE>
<CAPTION>
January 31,
2000
------------
<S> <C>
Benefits paid to participants per the financial statements $ 244,315
Less: Amounts allocated to withdrawing participants at
February 28, 1999 (5,148)
------------
Benefits paid to participants per Form 5500 $ 239,167
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
February 28, 1999 but not paid as of that date.
F-8
