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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 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 WHOLESALE EMPLOYEES' 401(K) 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 Wholesale Employees' 401(K)
Plan 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 for the
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 SUPERVALU Wholesale Employees' 401(K) Plan has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU WHOLESALE EMPLOYEES' 401(K) PLAN
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 WHOLESALE EMPLOYEES' 401(k) 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 Wholesale Employees' 401(k) 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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SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust, at fair value $ 3,801,416 1,844,095
Contributions receivable from employees -- 12,432
Liabilities:
Expenses payable (574) (968)
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Net assets available for plan benefits $ 3,800,842 1,855,559
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</TABLE>
See accompanying notes to financial statements.
F-2
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) 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
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<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 410(k) Master Trust:
Interest and dividends $ 17,410 27,089
Net appreciation in fair market value of investments 221,612 3,229
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239,022 30,318
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Contributions:
Participants' 721,708 635,738
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Total additions 960,730 666,056
Deductions:
Distributions to participants (16,360) (25,528)
Administrative expenses (17,749) (8,108)
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Total deductions (34,109) (33,636)
Transfers from other plans 1,018,662 1,134
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Net increase 1,945,283 633,554
Net assets available for plan benefits:
Beginning of year 1,855,559 1,222,005
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End of year $ 3,800,842 1,855,559
============ =========
</TABLE>
See accompanying notes to financial statements.
F-3
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(1) Summary Description of the Plan
The following description of the SUPERVALU Wholesale Employees' 401(k)
Plan (the Plan) (formerly the Pittsburgh Division Union 401(k) Plan for
Local 30 Collective Bargaining Associates) 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 SUPERVALU INC. (SUPERVALU) Wholesale
employees. All employees who are members of a collective bargaining unit
that have negotiated participation in the Plan and are age 21 or older and
who have completed one year of service with the Company with at least
1,000 hours in each year may participate. Eligible employees may enroll in
the Plan on the next enrollment date.
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 recognized compensation to the Plan. Employee contributions
are limited to Internal Revenue Service limitations of $10,000 in fiscal
2000 and 1999.
All amounts contributed by employees are 100% vested at all times.
Participants' 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 additional funds are the Roxbury Mid Cap Equity
Fund, the Nicholas Applegate International Equity Fund, and the SUPERVALU
Common Stock Fund.
Effective February 1, 2000, the Wetterau Incorporated Moneybuilder Plan
and Trust for Collective Bargaining Employees merged into the Plan and the
name of the plan was changed from SUPERVALU Pittsburgh Division Union
401(k) Plan for Local 30 Collective Bargaining Associates to SUPERVALU
Wholesale Employees' 401(k) Plan. Net transfers from other plans of
$1,018,662 in fiscal 2000 represent the activity of this plan merger.
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 from other plans of $1,134 in fiscal 1999
reflect the net result of this activity in the Plan.
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.
F-4
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 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.
Effective December 1, 1998, the Plan added a participant loan provision.
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 range 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 SUPERVALU, in its
discretion, directly pays the expenses. The Company has paid certain
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.
F-5
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 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 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 record keeper (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. The Loan Fund, however, is based on the actual
participant loan activity for each plan. Separate accounts are maintained
by the record keeper for participants in each plan, and funds may be
distributed to or withdrawn by participants in accordance with the
appropriate plan's terms.
F-6
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) 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:
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 Cap Fund (BT Pyramid Russell 2000 Fund) 779,076 481,962
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
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$ 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)
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40,686,133 29,155,886
Interest 1,390,999 995,478
Dividends 2,274,881 2,833,827
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$ 44,352,013 32,985,191
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</TABLE>
F-7
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SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
At February 29, 2000 and February 28, 1999, the Plan held 0.8% and 0.4%,
respectively, of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The Plan has received a favorable determination letter from the Internal
Revenue Service dated February 19, 1998, indicating that the Plan meets
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. SUPERVALU 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.
F-8
