SUPERVALU INC
10-Q, 2000-07-27
GROCERIES & RELATED PRODUCTS
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<PAGE>

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


(Mark One)

  [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period (16 weeks) ended June 17, 2000.

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ............. to ..................

Commission file number 1-5418


                                SUPERVALU INC.
            (Exact name of registrant as specified in its Charter)

             DELAWARE                                        41-0617000
  (State or other jurisdiction of           (I.R.S. Employer identification No.)
   incorporation or organization)

11840 VALLEY VIEW ROAD,
EDEN PRAIRIE, MINNESOTA                                         55344
(Address of principal executive offices)                     (Zip Code)

                                (952) 828-4000
             (Registrant's telephone number, including area code)


  (Former name, former address and former fiscal year, if changed since last
                                   report)
                                      N/A

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes       X                No

The number of shares outstanding of each of the issuer's classes of Common Stock
as of July 15, 2000 is as follows:

               Title of Each Class                        Shares Outstanding
               -------------------                        ------------------

               Common Shares                              132,320,986

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                                    PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Item 1: Financial Statements
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

  CONSOLIDATED STATEMENTS OF EARNINGS

------------------------------------------------------------------------------------------------------------------------------------
  SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------------------------------------------------------------
  (In thousands, except per share data)

                                                                                         First Quarter (16 weeks) ended

                                                                    June 17, 2000      % of sales      June 19, 1999      % of sales
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>             <C>                <C>
Net sales                                                               $6,953,393        100.00%       $  5,289,720         100.00%
Costs and expenses
  Cost of sales                                                          6,205,121         89.24           4,746,897          89.74
  Selling and administrative expenses                                      558,594          8.03             413,598           7.81
  Amortization of  goodwill                                                 15,065          0.22               6,826           0.13
  Gain on sale                                                                   -          -                163,662           3.09
  Restructuring and other charges                                                -          -                103,596           1.96
  Interest
    Interest expense                                                        63,636          0.92              35,570           0.67
    Interest income                                                          6,021          0.09               5,325           0.10
                                                                        -----------------------------------------------------------
       Interest expense, net                                                57,615          0.83              30,245           0.57
-----------------------------------------------------------------------------------------------------------------------------------
         Total costs and expenses                                        6,836,395         98.32           5,137,500          97.12
                                                                        -----------------------------------------------------------
Earnings before income taxes                                               116,998          1.68             152,220           2.88

Provision for income taxes
  Current                                                                   39,713                           134,372
  Deferred                                                                   7,320                           (48,873)
                                                                        -----------------------------------------------------------
     Income tax expense                                                     47,033          0.67              85,499           1.62
                                                                        -----------------------------------------------------------
Net earnings                                                            $   69,965          1.01%       $     66,721           1.26%
                                                                        ===========================================================

Net earnings per common share- diluted                                  $      .53                      $        .55

Net earnings per common share- basic                                    $      .53                      $        .56

Weighted average number of common
    shares outstanding

       Diluted                                                             133,026                           120,769
       Basic                                                               131,987                           119,631

Dividends declared per common share                                     $    .1350                      $      .1325


All data subject to year-end audit.                                   See notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>

CONSOLIDATED STATEMENTS OF NET SALES AND EARNINGS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------------------------------------------------------------
(In thousands)
                                                                                            First Quarter (16 weeks) ended
                                                                                    ------------------------------------------------
Net Sales                                                                            June 17, 2000           June 19, 1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                        <C>
Retail food                                                                         $    2,698,508             $  1,999,589
                                                                                              38.8%                    37.8%
Food distribution                                                                        4,254,885                3,290,131
                                                                                              61.2%                    62.2%
                                                                                    --------------             ------------
Total net sales                                                                     $    6,953,393             $  5,289,720
                                                                                             100.0%                   100.0%

------------------------------------------------------------------------------------------------------------------------------------
Earnings
------------------------------------------------------------------------------------------------------------------------------------
Retail food                                                                         $      109,397             $     79,146

Food distribution                                                                           74,909                   53,013

Gain on sale                                                                                     -                  163,662

Restructuring and other charges (1)                                                              -                 (103,596)
                                                                                    ------------------------------------------------
Total operating earnings                                                                   184,306                  192,225

Interest income                                                                              6,021                    5,325

Interest expense                                                                           (63,636)                 (35,570)

General corporate expenses                                                                  (9,693)                  (9,760)
                                                                                    ------------------------------------------------
Earnings before income taxes                                                               116,998                  152,220

Provision for income taxes                                                                 (47,033)                 (85,499)

                                                                                    ------------------------------------------------
Net earnings                                                                        $       69,965             $     66,721
====================================================================================================================================

All data subject to year-end audit.                                                  See notes to consolidated financial statements.
</TABLE>

(1)  In the first quarter of fiscal 2000, the company incurred restructuring and
     other charges for retail food and food distribution of $19.4 million and
     $84.2 million, respectively.

                                       3
<PAGE>

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries                                          First Quarter as of        Fiscal Year End
-------------------------------------------------------------------------------------------------------------------
(In thousands)                                                                      June 17,           February 26,
Assets                                                                                  2000                   2000
-------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                        <C>
Current Assets
  Cash and cash equivalents                                                 $         11,781         $       10,920
  Receivables, less allowance for losses of $28,828 at
    June 17, 2000 and $30,399 at February 26, 2000                                   580,228                562,448
  Inventories                                                                      1,434,927              1,490,454
  Other current assets                                                               111,579                113,817
                                                                            ---------------------------------------
      Total current assets                                                         2,138,515              2,177,639

Long-term notes receivable                                                           185,350                179,224
Property, plant and equipment, net                                                 2,212,575              2,168,210

Goodwill                                                                           1,618,737              1,608,580

Other assets                                                                         387,501                361,700
                                                                            ---------------------------------------
Total assets                                                                $      6,542,678         $    6,495,353
                                                                            =======================================

Liabilities and Stockholders' Equity
-------------------------------------------------------------------------------------------------------------------
Current Liabilities
  Notes payable                                                             $        668,799         $      576,513
  Accounts payable                                                                 1,454,208              1,430,312
  Current debt and obligations under capital leases                                  111,863                200,282
  Other current liabilities                                                          285,497                302,513
                                                                            ---------------------------------------
          Total current liabilities                                                2,520,367              2,509,620

Long-term debt and obligations under capital leases                                1,979,777              1,953,741
Other liabilities and deferred income taxes                                          207,922                210,513

Total stockholders' equity                                                         1,834,612              1,821,479
                                                                            ---------------------------------------
Total liabilities and stockholders' equity                                  $      6,542,678         $    6,495,353
                                                                            =======================================

All data subject to year-end audit.                                  See notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
SUPERVALU, INC. and Subsidiaries
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)


                                                                         Capital in
                                          Preferred      Common          Excess of       Treasury          Retained
                                              Stock       Stock          Par Value          Stock          Earnings        Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>              <C>           <C>               <C>             <C>
Balances at February 27,  1999           $    5,908     $  150,670       $       -     $  (524,321)      $ 1,673,382     $1,305,639

Net earnings                                      -              -               -               -           242,941        242,941

Sales of common stock
  under option plans                              -              -          (5,181)         10,738                 -          5,557

Cash dividends declared
  on common stock-
  $.5375 per share                                -              -               -               -           (68,952)       (68,952)

Compensation under employee
  incentive plans                                 -              -          (1,802)          9,408                 -          7,606

Treasury shares exchanged for
  acquisitions                                    -              -         139,209         318,293                 -        457,502

Redemption of Preferred Stock                (5,908)             -               -               -                 -         (5,908)

Purchase of shares for treasury                   -              -               -        (122,906)                -       (122,906)

------------------------------------------------------------------------------------------------------------------------------------
Balances at February 26,  2000                    -        150,670         132,226        (308,788)        1,847,371      1,821,479

Net earnings                                      -              -               -               -            69,965         69,965

Sales of common stock
  under option plans                              -              -          (2,456)          4,857                 -          2,401

Cash dividends declared
  on common stock-
  $.1350 per share                                -              -               -               -           (18,517)       (18,517)

Compensation under employee
incentive plan                                    -              -              19           7,869                 -          7,888

Purchase of shares for treasury                   -              -               -         (48,604)                -        (48,604)
------------------------------------------------------------------------------------------------------------------------------------
Balances at June 17,  2000               $        -     $   150,670      $ 129,789     $  (344,666)      $ 1,898,819     $1,834,612
====================================================================================================================================

All data subject to year-end audit.                                                See notes to consolidated financial statements.
</TABLE>

                                       5
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
--------------------------------------------------------------------------------
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                   Year-to-Date
                                                                                 (16 weeks ended)
--------------------------------------------------------------------------------------------------------------
                                                                             June 17,                 June 19,
                                                                                 2000                     1999
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                    <C>
--------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                 $   246,387            $     138,939
--------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
  Additions to long-term notes receivable                                     (17,271)                 (15,365)
  Proceeds received on long-term notes receivable                               6,183                    6,419
  Proceeds from sale of assets                                                 11,636                  356,961
  Purchase of property, plant and equipment                                  (113,794)                 (98,020)
  Business acquisitions, net of cash acquired                                       -                  (28,211)
  Other investing activities                                                  (44,412)                  16,450
--------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities                          (157,658)                 238,234
--------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Net increase (decrease) in checks outstanding, net of deposits                4,250                   (3,105)
  Net issuance (reduction) of short-term notes payable                         92,286                  (51,620)
  Repayment of long-term debt                                                 (91,492)                 (57,208)
  Dividends paid                                                              (36,095)                 (31,820)
  Payment for purchase of treasury stock                                      (48,604)                 (15,883)
  Other cash used in financing activities                                      (8,213)                 (11,247)
--------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                         (87,868)                (170,883)
--------------------------------------------------------------------------------------------------------------
Net increase in cash                                                              861                  206,290
Cash at beginning of year                                                      10,920                    7,608
--------------------------------------------------------------------------------------------------------------
Cash at end of first quarter                                              $    11,781            $     213,898
==============================================================================================================

Supplemental Information:
  Pretax LIFO expense                                                     $      (641)           $       (499)
  Pretax depreciation and amortization                                    $    96,349            $     72,619

All data subject to year-end audit.  See notes to consolidated financial statements.
</TABLE>

                                       6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies
-------------------

The summary of significant accounting policies is included in the notes to
consolidated financial statements set forth in the Annual Report on Form 10-K of
SUPERVALU INC. ("SUPERVALU" or the "company") for its fiscal year ended February
26, 2000 ("fiscal 2000").

Statement of Registrant
-----------------------

The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the condensed
consolidated financial position of the company and its subsidiaries at June 17,
2000 and June 19, 1999, and the results of the company's operations and
condensed cash flows for the periods then ended. These interim results are not
necessarily indicative of the results of the fiscal years as a whole.

Richfood Acquisition
--------------------

On August 31, 1999, the company acquired, in a merger, all of the outstanding
common stock of Richfood Holdings, Inc. ("Richfood"), a major food retailer and
distributor operating primarily in the Mid-Atlantic region of the United States.
The acquisition was accounted for as a purchase. The company issued
approximately 19.7 million shares of SUPERVALU common stock with a market value
of approximately $443 million, paid $443 million in cash for the common stock of
Richfood and assumed approximately $685 million of debt in conjunction with the
acquisition. In addition, the company repaid approximately $394 million of
outstanding Richfood debt, leaving approximately $291 million outstanding
immediately after the acquisition. The allocation of the consideration paid for
Richfood to the consolidated assets and liabilities is based on estimates of
their respective fair values. The excess of the purchase price over the fair
value of net assets acquired of approximately $1.1 billion is being amortized on
a straight-line basis over 40 years.

Unaudited pro forma consolidated results of continuing operations, as though the
companies had been combined at the beginning of the periods presented, are as
follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                  June 17, 2000         June 19, 1999
------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>
(In thousands, except per share data)
------------------------------------------------------------------------------------------
Net sales                                        $    6,953,393        $    6,500,801
Net earnings                                     $       69,965        $       79,437  (a)
Net earnings per common share - diluted                    $.53                  $.57  (a)
==========================================================================================
</TABLE>

(a)  Amounts include a net gain of $10.9 million or $.09 per share-diluted from
     the gain on the sale of Hazelwood Farms Bakeries and from restructuring and
     other charges.

Restructuring and Other Charges
-------------------------------

In the first quarter of fiscal 2000, the company recorded one-time pre-tax
restructuring and other charges of $103.6 million as a result of an extensive
review to reduce costs and enhance efficiency. Included in this total is $9.6
million for asset impairment costs. The restructuring charges include costs for
facility consolidation, non-core store disposal, and rationalization of
redundant and certain decentralized administrative functions.

The facility consolidation and non-core store disposal charges represent costs
to exit certain distribution centers and stores. Included in the charges are
costs such as markdown of assets from net book value to estimated selling price,
subsidized lease costs for leased properties at current estimated market rates,
and severance and related benefits to be paid to terminated employees.

The rationalization of redundant and certain decentralized administrative
functions represents severance and related benefits such as outplacement,
counseling and medical coverage to be paid to terminated employees.

During the second quarter of fiscal 2000, the company acquired Richfood and
signed a $2.3 billion annual supply agreement with Kmart Corporation ("Kmart").
Due to these significant changes in the business, the company reevaluated the
restructure activities in the fourth quarter of fiscal 2000 as well as the
timeline to complete. This resulted in an increase to the facility

                                       7
<PAGE>

consolidation charge of $8.0 million and a decrease in the non-core store
disposal charge of $1.9 million. The infrastructure realignment charge decreased
$6.1 million due to a number of voluntary terminations and higher than expected
attrition. The company expects to complete these activities by the end of fiscal
2001. Details of the restructuring activity follow.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                            Balance,         Fiscal 2001   Balance,
                                            Feb. 26, 2000    Activity      June 17, 2000
----------------------------------------------------------------------------------------
<S>                                        <C>               <C>           <C>
    (Dollars in thousands)
----------------------------------------------------------------------------------------
    Facility consolidation                     $   44,550    $     6,379      $   38,171
    Non-core store disposal                        29,326          8,605          20,721
    Infrastructure realignment                      6,791          1,513           5,278
----------------------------------------------------------------------------------------
    Total restructure and other charges        $   80,667     $   16,497      $   64,170
----------------------------------------------------------------------------------------
    Employees                                       1,513            381           1,132
========================================================================================
</TABLE>

Item 2:    Management's Discussion and Analysis of Financial Condition and
           ----------------------------------------------------------------
           Results of Operations
           ---------------------

Results of Operations
---------------------

For the first quarter of fiscal 2001, the company achieved sales of $7.0
billion, net earnings of $70.0 million and diluted earnings per share of $.53.
Last year, sales were $5.3 billion, net earnings were $66.7 million and diluted
earnings per share were $.55. Last year's net earnings included a net benefit of
$10.9 million or $.09 per share from the gain on the sale of Hazelwood Farms
Bakeries and restructuring and other charges.

Net sales
Net sales increased 31.5 percent compared to last year reflecting the
acquisition of Richfood, incremental volume from other new customers and new
corporate stores. Retail food and food distribution sales increased 35.0 percent
and 29.3 percent, respectively.

Retail food sales increased over last year primarily due to the Richfood
acquisition and 85 new store openings over the past twelve months. Same-store
sales were negative 1.2 percent, due to the effect of cannibalization. Food
distribution sales increased from last year primarily due to the Richfood
acquisition and incremental volume from other new customers, principally the
$2.3 billion annual supply agreement with Kmart.

Gross profit
Gross profit as a percentage of net sales was 10.8 percent compared to 10.3
percent last year. The growing proportion within the company's total sales mix
of the higher margin retail food business impacted the gross profit percentage.

Retail food gross profit margin increased from last year primarily due to higher
margins associated with the Richfood retail markets, partially offset by the
impact of new stores and increased promotional activites. Food distribution
gross profit margin decreased slightly, which includes the impact of the sale of
Hazelwood Farms Bakeries, which had higher margins.

Selling and administrative expenses
Selling and administrative expenses were 8.3 percent of net sales compared to
7.9 percent last year. The higher percentage was primarily due to the increased
proportion of the company's retail food business, which operates at a higher
selling and administrative expense percentage than the food distribution
business.

Retail food selling and administrative expenses as a percentage of sales
increased, primarily reflecting higher labor and occupancy costs associated with
the Richfood retail food markets. Food distribution selling and administrative
expenses as a percentage of sales decreased due to the Richfood food
distribution business, the ongoing synergies achieved from the Richfood
acquisition, cost reduction initiatives and the sale of Hazelwood Farms
Bakeries, which had higher selling and administrative expenses.

                                       8
<PAGE>

Sale of Business

On May 22, 1999 the company sold Hazelwood Farms Bakeries, which resulted in a
pre-tax gain of $163.7 million. The company had identified Hazelwood Farms
Bakeries as a non-strategic asset to be liquidated. The transaction resulted in
$248.2 million of after-tax cash proceeds, which were utilized in funding the
cash portion of the Richfood acquisition in the second quarter of fiscal 2000.

Restructuring and other charges

In the first quarter of fiscal 2000, the company recorded one-time pre-tax
restructuring and other charges of $103.6 million as a result of an extensive
review to reduce costs and enhance efficiency. Included in this total is $9.6
million for asset impairment costs. The restructuring charges include costs for
facility consolidation, non-core store disposal, and rationalization of
redundant and certain decentralized administrative functions.

During the second quarter of fiscal 2000, the company acquired Richfood and
signed the $2.3 billion annual supply agreement with Kmart. Due to these
significant changes in the business, the company reevaluated the restructure
activities in the fourth quarter as well as the timeline to complete. This
resulted in an increase to the facility consolidation charge of $8.0 million and
a decrease in the non-core store disposal charge of $1.9 million. The
infrastructure realignment charge decreased $6.1 million due to a number of
voluntary terminations and higher than expected attrition. The company expects
to complete these activities by the end of fiscal 2001.

Operating earnings

The company's pretax operating earnings (earnings before interest and taxes)
increased to $174.6 million compared with $122.4 million last year, excluding
the gain on the sale of Hazelwood Farms Bakeries and restructuring and other
charges. Including the one-time items, last year's operating earnings were
$182.5 million. Operating earnings before depreciation and amortization
increased to $271.0 million compared with $195.0 million last year, a 39.0
percent increase. Retail food operating earnings increased 38.2 percent to
$109.4 million, or 4.1 percent of sales, from last year's $79.1 million, or 4.0
percent of sales, reflecting the growth of the retail store base due to the
Richfood acquisition and the opening of 85 new stores. Retail food operating
earnings before depreciation and amortization increased 37.6 percent to $157.7
million, or 5.8 percent of sales, from last year's $114.6 million, or 5.7
percent of sales. Food distribution operating earnings increased 41.3 percent to
$74.9 million, or 1.8 percent of sales, from $53.0 million, or 1.6 percent of
sales, due primarily to the Richfood acquisition, synergies from the
acquisition, incremental volume from other new customers, principally Kmart, and
cost reduction initiatives, which offset the loss of operating earnings from the
sale of Hazelwood Farms Bakeries. Food distribution operating earnings before
depreciation and amortization increased 36.9 percent to $122.0 million, or 2.9
percent of sales, from last year's $89.1 million, or 2.7 percent of sales.

Interest expense and income
Interest expense increased to $63.6 million compared with $35.6 million last
year, primarily reflecting higher average borrowings due to the Richfood
acquisition. Interest income increased to $6.0 million compared with $5.3
million last year.

Income taxes
The effective tax rate was 40.2 percent in the quarter, compared with 56.2
percent in the first quarter of last year. The higher effective tax rate in the
prior year was due to the gain on the sale of Hazelwood Farms Bakeries.
Excluding the impact of this gain, the effective tax rate in fiscal 2000 was
approximately 40.1 percent.

Net earnings
Excluding the gain on the sale of Hazelwood Farms Bakeries and restructuring and
other charges, net earnings increased 25.4 percent to $70.0 million or $.53 per
share - diluted compared with last year's net earnings of $55.8 million or $.46
per share - diluted. Including one-time items, last year's net earnings were
$66.7 million or $.55 per share - diluted. Weighted average shares - diluted
increased to 133.0 million compared with last year's 120.8 million. The increase
in shares outstanding is due to the 19.7 million shares issued in connection
with the Richfood acquisition, partially offset by the company's repurchase of
7.9 million shares.

Liquidity and Capital Resources
-------------------------------

Internally generated funds from operations continued to be the major source of
liquidity and capital growth. Cash provided from operations for the first
quarter was $246.4 million, compared with $138.9 million last year, a 77.3
percent increase. The

                                       9
<PAGE>

increase is primarily due to a reduction in net working capital of $57 million
and an increase in depreciation and amortization of $24 million. Net cash used
in investing activities was $157.7 million, compared with net cash received of
$238.2 million in the first quarter of last year. Last year's results reflect
pretax proceeds received on the sale of assets of $357.0 million, which includes
the proceeds received from the sale of Hazelwood Farms Bakeries. Net cash used
in financing activities was $87.9 million, compared with $170.9 million last
year. Of the proceeds received on last year's sale of Hazelwood Farms Bakeries,
$109 million was used to reduce debt and $200 million was temporarily invested
in cash equivalents until it was used to partially fund the Richfood acquisition
in the second quarter of fiscal 2000.

During the first quarter of fiscal 2001, the company completed the $140 million
stock repurchase program, authorized in December 1999, by purchasing 2.0 million
shares at a cost of $35.2 million.

Management expects that the company will continue to replenish operating assets
and reduce aggregate debt with internally generated funds. The company has
adequate short-term and long-term financing capabilities to fund its capital
expenditures plan and acquisitions as the opportunities arise. SUPERVALU will
continue to use short-term and long-term debt as a supplement to internally
generated funds to finance its activities. Maturities of debt issued will depend
on management's views with respect to the relative attractiveness of interest
rates at the time of issuance.

A $400 million revolving credit agreement, with rates tied to LIBOR plus .180 to
 .275 percent, is in place and expires in October 2002. In August 1999, the
company executed a 364-day, $300 million revolving credit agreement with rates
tied to LIBOR plus .310 to .535 percent. The company expects to replace this
agreement prior to its expiration date with a new 364 day, $300 million
revolving credit agreement having comparable terms. These revolving credit
agreements are available for general corporate purposes and to support the
company's commercial paper program. There were no drawings on the revolving
credit agreements during fiscal 2001. Letters of credit issued under the
revolving credit agreement totaled $4.2 million in fiscal 2001, compared to
$10.5 million issued in fiscal 2000, with $44.7 million outstanding as of June
17, 2000. Total commercial paper outstanding as of the end of the first quarter
was $667.0 million.

Cautionary statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995

The information in this Quarterly Report includes forward-looking statements.
Important risks and uncertainties that could cause actual results to differ
materially from those discussed in such forward looking statements, such as the
impact of changing economic or business conditions, the impact of competition,
the nature and extent of the consolidation of the retail food and food
distribution industries, the ability to attract and retain customers for the
company's businesses, the ability to control food distribution costs, the
ability of SUPERVALU to grow through acquisition and assimilate acquired
entities, the availability of favorable credit and trade terms, food price
changes, other risk factors inherent in the food wholesaling and retail
businesses and other factors, are detailed in Exhibit 99(i) to this report.
Other risks or uncertainties may be detailed from time to time in the company's
future Securities and Exchange Commission filings.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
           ----------------------------------------------------------

There were no material changes in market risk for the company in the period
covered by this report.

                                       10
<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1.   Legal Proceedings
-------

          There are no material pending legal proceedings, other than ordinary
          routine litigation incidental to the business of the Registrant.

Item 2.   Changes in Securities and Use of Proceeds
-------

          None

Item 3.   Defaults Upon Senior Securities
-------

          None

Item 4.   Submission of Matters to a Vote of Security Holders.
-------   ----------------------------------------------------

          The Registrant held its Annual Meeting of Stockholders on June 29,
          2000 at which the stockholders took the following actions:

          (a)  elected Lawrence A. Del Santo, Susan E. Engel, William A. Hodder
               and Harriet Perlmutter to the Board of Directors for terms
               expiring in 2003. The votes cast for and withheld with respect to
               each such Director were as follows:

                                                Votes For     Votes Withheld
                                                ---------     --------------

                     Lawrence A. Del Santo      105,986,275     10,880,236
                     Susan E. Engel             114,795,262      2,071,249
                     William A. Hodder          114,783,400      2,083,111
                     Harriet Perlmutter         114,682,584      2,183,927

               The Directors whose terms continued after the meeting are as
               follows: Edwin C. Gage, Garnett L. Keith, Jr., Richard L.
               Knowlton, Charles M. Lillis, Steven S. Rogers, Carole F. St. Mark
               and Michael W. Wright.

          (b)  ratified by a vote of 115,261,168 for, 1,140,157 against, and
               465,186 abstaining, the appointment of KPMG LLP as the
               independent auditors of Registrant for the fiscal year ending
               February 24, 2001.

Item 5.   Other Information
-------   -----------------

          None

Item 6.   Exhibits and Reports on Form 8-K.
-------   ---------------------------------

    (a)   Exhibits filed with this Form 10-Q:

          (11)     Computation of Earnings Per Common Share.

          (27)     Financial Data Schedule.

          (99)(i)  Cautionary Statements pursuant to the Securities Litigation
                   Reform Act.

    (b)   Reports on Form 8-K:

          On April 17, 2000 the Registrant filed a report on Form 8-K regarding
          the adoption of a Shareholder Rights Plan under which the Registrant
          distributed one preferred stock purchase right for each outstanding
          share of the Common Stock of the Registrant held by shareholders of
          record on April 24, 2000.

                                       11
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       SUPERVALU INC. (Registrant)

Dated:  July 27, 2000                  By:/s/ Pamela K. Knous
                                          -------------------
                                              Pamela K. Knous
                                              Executive Vice President,
                                              Chief Financial Officer
                                              (Authorized officer of Registrant)

                                       12
<PAGE>

EXHIBIT INDEX
-------------

Exhibit

(11)     Computation of Earnings Per Common Share

(27)     Financial Data Schedule

(99)(i)  Cautionary Statements pursuant to the Securities Litigation
         Reform Act


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