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 28, 2002
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
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 7, 2002.
2. Statements of Net Assets Available for Plan Benefits February 28, 2002
and 2001.
3. Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended February 28, 2002 and 2001.
4. Notes to Financial Statements for the Years Ended February 28, 2002 and
2001.
EX-23. Independent Auditors' Consent of KPMG LLP.
2
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 21, 2002 By: SUPERVALU INC., the plan administrator
By: /s/ Pamela K. Knous
-------------------
Pamela K. Knous
Executive Vice President and
Chief Financial Officer
3
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Financial Statements
February 28, 2002 and 2001
(With Independent Auditors' Report Thereon)
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
Independent Auditors' Report
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for Plan
benefits of the SUPERVALU Retail Employees' 401(k) Plan (the Plan) as of
February 28, 2002 and 2001, 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 28, 2002 and 2001, 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 7, 2002
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
February 28, 2002 and 2001
2002 2001
------------ ------------
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust,
at fair value $ 18,197,707 16,968,396
Contributions receivable from employees 46,844 48,237
Contributions receivable from employer 92,058 11,414
Liabilities:
Expenses payable (37,715) (4,796)
------------ ------------
Net assets available for Plan benefits $ 18,298,894 17,023,251
============ ============
See accompanying notes to financial statements.
2
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Fiscal years ended February 28, 2002 and 2001
2002 2001
------------ ------------
Additions:
Investment income from SUPERVALU INC. 401(k) Master Trust:
Interest and dividends $ 200,759 183,870
Net appreciation (depreciation) in fair market value
of investments 133,499 (147,262)
------------ ------------
334,258 36,608
------------ ------------
Contributions:
Employer 683,381 677,078
Participants 2,795,297 2,723,190
------------ ------------
3,478,678 3,400,268
------------ ------------
Total additions 3,812,936 3,436,876
------------ ------------
Deductions:
Distributions to participants (2,312,519) (1,057,209)
Administrative expenses (132,272) (190,334)
------------ ------------
Total deductions (2,444,791) (1,247,543)
------------ ------------
Transfers from other plans -- 4,565,351
Transfers (to) from other plans within the Master Trust, net (92,502) 524,904
------------ ------------
Net increase 1,275,643 7,279,588
Net assets available for Plan benefits:
Beginning of year 17,023,251 9,743,663
------------ ------------
End of year $ 18,298,894 17,023,251
============ ============
See accompanying notes to financial statements.
3
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(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 nonunion
group, therefore, it 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 the Internal Revenue Service annual limitation of $10,500
in fiscal 2002 and 2001. 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. Forfeitures of non-vested amounts totaling $31,700 and
$14,938 were used to pay plan expenses in fiscal 2002 and 2001,
respectively. Participant and employer matching contributions may be
directed into one or more of the nine funds within the SUPERVALU INC.
401(k) Master Trust (the 401(k) Master Trust): (a) the Principal
Conservation Fund, (b) the Equity Index Fund, (c) the Brinson Global
Equity Fund, (d) the Wedge Small Cap Fund, (e) the SUPERVALU Common Stock
Fund, (f) the Roxbury Mid Cap Equity Fund, (g) the Nicholas Applegate
International Fund, (h) the Harbor Capital Appreciation Fund, and (i) the
Knappenberger Bayer Emerging Growth Fund.
Effective March 2000, SUPERVALU INC. (the Company) merged the net assets
of the Shop `n Save Warehouse Foods Inc, 401(K) Plan for Collective
Bargaining Employees into the Plan. The conversion of $4,565,351 for the
Shop `n Save Plan is reflected in the fiscal 2001 transfers from other
plans.
The Plan accounts of participants within the 401(k) Master Trust are
consolidated resulting in each participant having only one account within
the Master Trust. Therefore, participant movement between plans results
in asset transfers within the Master Trust. Transfers (to) from other
plans within the Master Trust of $(92,502) and $524,904 in fiscal 2002
and 2001, 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.
4 (Continued)
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
Benefits under the Plan are payable in a lump sum.
Participants currently employed by the Company can withdraw their
post-tax 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 5.75% to
10.50%.
(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
accounting principles generally accepted in the United States of
America 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) Reclassifications
Certain prior years' amounts have been reclassified to conform
with the current year presentation.
(e) 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. In fiscal 2002 and
2001, SUPERVALU did pay certain expenses on behalf of the Plan.
5 (Continued)
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(f) Risk and Uncertainties
The Plan provides for various investment fund options. Investment
securities are exposed to various risks, such as interest rate,
market fluctuation and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participant's account balances and the amounts
reported in the Statements of Net Assets Available for Plan
Benefits.
(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 60 days' written notice to the
Retirement Committee. The Retirement Committee may remove the Trustee at
any time by giving 60 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 administers the SUPERVALU Wholesale Employees'
401(k) Plan, the SUPERVALU Retail Employees' 401(k) Plan, the SUPERVALU
Pre-tax Savings and Profit Sharing Plan, and the Pittsburgh Division
Profit Sharing 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 Plan's assets are invested in
the Principal Conservation 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, the SUPERVALU
Common Stock Fund, the Harbor Capital Appreciation Fund, and the
Knappenberger Bayer Emerging Growth Fund. The Trustee also maintains a
Short-Term Investment Fund, which is utilized as a clearing account for
transactions. Financial information related to the 401(k) Master Trust is
prepared and filed in accordance with the Department of Labor's
regulations.
The Plan recordkeeper (Hewitt Associates LLC) allocates interest and
dividends, 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
recordkeeper for participants in each plan, and funds may be distributed
to or withdrawn by participants in accordance with the appropriate plan's
terms.
6 (Continued)
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
Fair values of investments in the 401(k) Master Trust are as follows:
February 28
------------------------------
2002 2001
------------- -------------
Investments at fair value:
Collective investment fund held by:
Principal Conservation Fund $ 222,936,329 177,708,803
Equity Index Fund (BT Pyramid Equity Index Fund) 133,350,711 178,995,204
Brinson Global Equity Fund 19,699,173 16,011,748
Nicholas Applegate International Equity Fund 7,395,889 12,927,818
Harbor Cap Appreciation Fund 9,110,720 --
Knappenberger Bayer Emerging Growth Fund 5,758,070 --
Common stock held by:
Wedge Small Cap Fund 51,070,500 38,096,244
Roxbury Mid Cap Equity Fund 24,353,997 35,723,668
SUPERVALU Common Stock Fund 73,534,489 25,265,813
Cash and cash equivalents 8,468,711 7,754,144
Accrued income 465,940 346,865
Net settlements (payable) receivable (713,538) 2,356,700
Loans receivable from participants 16,299,353 14,717,682
------------- -------------
$ 571,730,344 509,904,689
============= =============
Investment income (loss) for the 401(k) Master Trust for the fiscal years
ended February 28, 2002 and 2001 is as follows:
2002 2001
------------- -------------
Net realized and unrealized appreciation
(depreciation) in fair value of investments:
Collective investment funds $ (7,553,472) (10,601,596)
Common stock 30,619,676 (6,874,054)
------------- -------------
23,066,204 (17,475,650)
Interest 3,246,272 3,253,016
Dividends 2,316,756 1,617,898
------------- -------------
$ 28,629,232 (12,604,736)
============= =============
At February 28, 2002 and 2001, the Plan held 3.2% and 3.3%, respectively,
of the 401(k) Master Trust assets.
7 (Continued)
SUPERVALU RETAIL EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(5) Federal Income Tax Status
The Plan has received a favorable determination letter from the Internal
Revenue Service dated May 8, 2002, 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
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 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:
February 28
----------------------------
2002 2001
------------- ------------
Net assets available for benefits per the financial statements $ 18,298,894 17,023,251
Amounts allocated to withdrawing participants (9,071) --
------------ ------------
Net assets available for benefits per Form 5500 $ 18,289,823 17,023,251
============ ============
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500 for the fiscal year ended:
February 28,
2002
------------
Benefits paid to participants per the financial statements $ 2,312,519
Add amounts allocated to withdrawing participants at February 28, 2002 9,071
Less amounts allocated to withdrawing participants at February 28, 2001 --
------------
Benefits paid to participants per Form 5500 $ 2,321,590
============
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to February 28, 2002, but not paid as of that date.
(8) Subsequent Event
On May 24, 2002, the Retirement Committee appointed Bank of New York the
successor Trustee and custodian of the Plan's assets. The Plan's assets
were transferred to Bank of New York on August 1, 2002.
8