<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 PRE-TAX SAVINGS AND
PROFIT SHARING 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
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of SUPERVALU Pre-Tax Savings and Profit
Sharing 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, 1998.
4. Notes to Financial Statements for the Years Ended February 29, 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 Pre-Tax Savings and Profit Sharing Plan has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING 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
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING 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 Pre-tax Savings and Profit Sharing Plan (the Plan)
as of February 29, 2000 and February 28, 1999, and the related statements of
changes in net assets available for plan benefits for the fiscal years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Assets:
Investments in SUPERVALU INC. 401(k) Master
Trust, at fair value $ 435,131,367 381,926,749
Contributions receivable from employees -- 795,955
Contributions receivable from employer 8,459,210 5,546,263
------------ ------------
Liabilities:
Expenses payable (99,219) (318,709)
------------ ------------
Net assets available for plan benefits $ 443,491,358 387,950,258
============ ============
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Fiscal years ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 3,268,032 3,694,970
Net appreciation in fair market value of investments 33,980,067 27,422,624
------------ ------------
37,248,099 31,117,594
------------ ------------
Contributions:
Employer 11,944,459 8,848,389
Participants' 29,459,192 27,063,264
------------ ------------
41,403,651 35,911,653
------------ ------------
Total additions 78,651,750 67,029,247
Deductions:
Distributions to participants (38,513,422) (23,521,521)
Administrative expenses (2,045,659) (1,420,424)
------------ ------------
Total deductions (40,559,081) (24,941,945)
Transfers from other plans 18,091,188 --
Transfers (to) from other plans within the Master Trust (642,757) 8,296,490
------------ ------------
Net increase 55,541,100 50,383,792
Net assets available for plan benefits:
Beginning of year 387,950,258 337,566,466
------------ ------------
End of year $ 443,491,358 387,950,258
============ ============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(1) The Plan
The following description of the SUPERVALU Pre-tax Savings and Profit
Sharing Plan (the Plan) is provided for general information purposes only.
Participants should refer to the summary plan description for a more
complete description of the Plan's provisions.
The Plan is a defined contribution profit sharing 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 SUPERVALU INC. and certain
subsidiaries (SUPERVALU). For fiscal year 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 can enroll in the Plan on the next enrollment date. Effective
March 1, 1999, plan eligibility begins after 250 hours worked in a 90-day
period and the attainment of the age of 21. In addition, employees are
automatically enrolled in the plan after satisfying the eligibility rules
unless the participant specifically notifies SUPERVALU.
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 by Internal Revenue Service limitations of $10,000 in fiscal
2000 and 1999. Participant contributions up to 5% of their recognized
compensation are matched at a rate of 20% by SUPERVALU. An additional
discretionary matching contribution of up to 5% of a participant's
contribution may be made by SUPERVALU depending upon the performance of
each profit center. Except in the case of death, disability or retirement
after the age of 62, the additional matching is earned by any participant
having worked 1,000 hours during the plan year and employed on the last day
of the plan year.
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. 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 five 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, (d) the Wedge Small Cap Fund and (e) the SUPERVALU
Common Stock Fund. Effective March 1, 1999, two additional funds were added
as options to participants. The two additional funds are the Roxbury Mid
Cap Equity Fund and the Nicholas Applegate International Equity Fund.
Effective March 1999 and May 1999, respectively, SUPERVALU merged the Hyper
Shoppes, Inc. Savings Trust Plan (Hyper Shoppes) and the Foodland
Distributors Future Plus Plan (Foodland) into the Plan. Transfers from
other plans of $18,091,188 included conversions of $14,351,708 and
$3,739,480 for the Hyper Shoppes and Foodland plans, respectively.
F-4
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
Effective December 1, 1998, the 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
$(642,757) and $8,296,490 in fiscal years 2000 and 1999, respectively,
reflect the net result of these participant plan transfers.
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 lump sum.
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 range from 8.75% to
10.00%.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the SUPERVALU Pre-tax Savings and Profit
Sharing Plan (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.
F-5
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(d) Expenses
The reasonable expenses of administering the Plan shall be payable out
of the Plan's funds except to the extent that SUPERVALU, in its
discretion, directly pays the expenses.
(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.
(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 also administers the SUPERVALU Retail Employees'
401(k) Plan, SUPERVALU Wholesale Employees' 401(k) Plan, the Wetterau
Incorporated Moneybuilder Plan and Trust for Collective Bargaining
Employees, the SUPERVALU Retail Operations Profit Sharing and Super Saver
Plan, and the SUPERVALU Pittsburgh Division Profit Sharing 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' 401(k) Plan.
The Trustee allocates interest and investment income and net realized gains
and losses 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
Department of Labor 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
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
Fair values of investments in the 401(k) Master Trust are as follows:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
---------------- ----------------
<S> <C> <C>
Investments at fair value:
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
--------------- ---------------
$ 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 realized and unrealized 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>
F-7
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
At February 29, 2000 and February 28, 1999, the Plan held 85.8% and 84.7%,
respectively, of the total 401(k) Master Trust assets.
(5) Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
----------------- -----------------
<S> <C> <C>
Net assets:
SUPERVALU Common Stock Fund $ 17,988,949 24,624,793
Contributions receivable 8,459,210 5,443,553
----------------- -----------------
$ 26,448,159 30,068,346
================= =================
Change in net assets:
Contributions $ 9,708,948 6,388,829
Interest and dividends 150,350 540,932
Net appreciation (depreciation) (7,433,362) 827,904
Distributions to participants (1,775,351) (1,257,492)
Administrative expenses (80,235) (69,519)
Transfers to participant-directed investments (4,190,537) 2,818,936
----------------- -----------------
$ (3,620,187) 9,249,590
================= =================
</TABLE>
(6) Federal Income Tax Status
The Plan has received a favorable determination letter from the Internal
Revenue Service dated June 9, 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 provisions for income taxes have been made.
(7) 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
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 29, 2000 and February 28, 1999
(8) 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 $ 443,491,358 387,950,258
Amounts allocated to withdrawing participants (523,148) (616,771)
-------------- --------------
Net assets available for benefits per Form 5500 $ 442,968,210 387,333,487
============== ==============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
Fiscal
year ended
February 29,
2000
-------------
<S> <C>
Benefits paid to participants per the financial statements $ 38,513,422
Add: Amounts allocated to withdrawing participants at February 29, 2000 523,148
Less: Amounts allocated to withdrawing participants at February 28, 1999 (616,771)
-------------
Benefits paid to participants per Form 5500 $ 38,419,799
=============
</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
those dates.
F-9
