<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 EMPLOYEES' 401(K) 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 SUPERVALU Retail Employees' 401(k)
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 for the
Years Ended February 29, 2000 and February 28, 1999.
4. Notes to 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 Retail Employees' 401(k) Plan, as Amended
has duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU RETAIL EMPLOYEES' 401(K) 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
<PAGE>
SUPERVALU RETAIL EMPLOYEES' 401(K) 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
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for plan
benefits of SUPERVALU Retail 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 ended 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 RETAIL EMPLOYEES' 401(k) 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 $ 9,746,509 4,368,370
Contributions receivable from employees -- 14,140
Contributions receivable from employer -- 10,239
Liabilities:
Expenses payable (2,846) (2,278)
------------ -----------
Net assets available for plan benefits $ 9,743,663 4,390,471
============ ===========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
SUPERVALU RETAIL 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
----------- ----------
<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 70,683 78,599
Net appreciation in fair market value of investments 374,928 24,931
----------- ----------
445,611 103,530
----------- ----------
Contributions:
Employer 617,528 488,995
Participants' 1,165,106 802,005
----------- ----------
1,782,634 1,291,000
----------- ----------
Total additions 2,228,245 1,394,530
Deductions:
Distributions to participants (556,614) (444,789)
Administrative expenses (47,383) (16,991)
----------- ----------
Total deductions (603,997) (461,780)
Transfers from other plans 2,673,838 --
Transfers (to) from other plans within the Master Trust 1,055,106 (87,737)
----------- ----------
Net increase 5,353,192 845,013
Net assets available for plan benefits:
Beginning of year 4,390,471 3,545,458
----------- ----------
End of year $ 9,743,663 4,390,471
=========== ==========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
SUPERVALU RETAIL 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 Retail Employees' 401(k) Plan
(formerly the Cub Foods Retail Clerks 401(k) 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 covers employees in numerous local unions and a single non-union
group, therefore, has five separate fact patterns for eligibility in the
Plan. Each set of eligibility requirements is governed by the specified
collective bargaining agreement for which the participant is covered.
Eligibility in the Plan ranges from the age of 18 to 21 and after service
periods between two months and one year. 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 1% to
15% of their recognized compensation to the Plan. Employee contributions
are limited to Internal Revenue Service annual limitations of $10,000 in
fiscal 2000 and 1999. Employer matching contributions are deferred as a
percentage of the participants' compensation deferred and is in accordance
with the matching formula specified in the collective bargaining agreement.
All amounts contributed by employees are 100% vested at all times. Employer
contributions are vested 20% after two years, 40% after three years, 60%
after four years, and 100% at five years, if applicable to the collective
bargaining agreement. Forfeitures of nonvested amounts shall be used to pay
Plan expenses or restore forfeited accounts of rehired participants. Any
remaining amounts are used to reduce the employer contributions.
Participant and employer matching 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) for fiscal year 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 SUPERVALU Retail Operations Profit Sharing
and Super Saver Plan merged into the Plan and the name of the plan was
changed from Cub Foods Retail Clerks 401(k) Plan to SUPERVALU Retail
Employees' 401(k) Plan. Net transfers from other plans of $2,673,838 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 (to) from other plans within the Master Trust
of $1,055,106 and ($87,737) in fiscal 2000 and 1999, respectively, reflect
the net result of this activity in the Plan.
Although the Company 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.
(Continued)
F-4
<PAGE>
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
Benefits under the Plan are payable in a lump sum.
Participants currently employed by the Company 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. Loans 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 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 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 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, 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 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.
(Continued)
F-6
<PAGE>
SUPERVALU RETAIL 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 15,478,11
Wedge Small Cap Fund (BT Pyramid Russell 2000 Fund) 779,076 481,962
Roxbury Mid Cap Fund 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 14,505,298 450,921,047
------------- -------------
$ 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 as follows:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------- -------------
<S> <C> <C>
Net appreciation (depreciation) in fair value of investments:
Collective investments funds $ 42,654,0709 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>
At February 29, 2000 and Febrary 28, 1999, the Plan held 2.0% and 1.0%,
respectively of the 401(k) Master Trust assets.
(Continued)
F-7
<PAGE>
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(5) Federal Income Tax Status
The Plan has received a favorable determination letter from the Internal
Revenue Service dated June 30, 1996, 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. The Company 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 provisions for income taxes have been made.
(6) Party-in-interest Transactions
The Plan engages in transactions involving the acquisition and deposition
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>
February 29, February 28,
2000 1999
----------- ------------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 9,743,663 4,390,471
Amounts allocated to withdrawing participants (20,576) (26,010)
----------- ------------
Net assets available for benefits per Form 5500 $ 9,723,087 4,364,461
=========== ============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statement to Form 5500 for the fiscal year ended:
<TABLE>
<CAPTION>
February 29,
2000
-----------
<S> <C>
Benefits paid to participants per the financial statements $ 556,614
Add: Amounts allocated to withdrawing participants at February 29, 2000 20,576
Less: Amounts allocated to withdrawing participants at February 28, 1999 (26,010)
-----------
Benefits paid to participants per Form 5500 $ 551,180
===========
</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 29, 2000 and February 28, 1999, respectively, but not paid as of
that date.
F-8
