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:
PITTSBURGH DIVISION PROFIT SHARING 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 Pittsburgh Division Profit Sharing
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 Years
Ended February 28, 2002 and 2001.
4. Notes to the 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 Pittsburgh Division Profit Sharing Plan as Amended has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
PITTSBURGH DIVISION PROFIT SHARING 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
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Financial Statements
February 28, 2002 and 2001
(With Independent Auditors' Report Thereon)
PITTSBURGH DIVISION
PROFIT SHARING 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
The Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We have audited the accompanying statements of net assets available for Plan
benefits of the Pittsburgh Division Profit Sharing 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
PITTSBURGH DIVISION
PROFIT SHARING 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 $ 53,388,787 54,595,374
Contribution receivable from employer 1,596,138 1,300,423
Liabilities:
Expenses payable (10,457) (17,136)
------------ ------------
Net assets available for Plan benefits $ 54,974,468 55,878,661
============ ============
See accompanying notes to financial statements.
2
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Fiscal years ended February 28, 2002 and 2001
2002 2001
------------ ------------
Additions:
Investment income (loss) from SUPERVALU INC. 401(k)
Master Trust:
Interest and dividends $ 400,100 398,529
Net appreciation (depreciation) in fair market value of
investments 1,177,137 (1,124,586)
------------ ------------
1,577,237 (726,057)
Contributions:
Employer 1,600,349 1,298,298
------------ ------------
Total additions 3,177,586 572,241
------------ ------------
Deductions:
Distributions to participants (3,834,212) (3,601,068)
Administrative expenses (247,567) (180,945)
------------ ------------
Total deductions (4,081,779) (3,782,013)
------------ ------------
Transfers to other plans within the Master Trust, net -- (15,345)
------------ ------------
Net decrease (904,193) (3,225,117)
Net assets available for Plan benefits:
Beginning of year 55,878,661 59,103,778
------------ ------------
End of year $ 54,974,468 55,878,661
============ ============
See accompanying notes to financial statements.
3
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(1) Summary Description of the Plan
The following description of the Pittsburgh Division 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, amended and restated February 23, 1997, was originally
established on December 31, 1961 as a defined contribution profit sharing
plan for all full-time employees of the Pittsburgh Division of SUPERVALU
INC. (the Company).
Under provisions of the Plan, as amended, all nonunion full-time
employees of the Company who are 21 years of age or older are eligible to
participate in the Plan after completing one year of eligible service,
and all union employees who are 20 years old and have completed six
months of service. Contributions to the Plan are determined each year at
the discretion of the Retirement Committee of the Company and are limited
to the amount deductible for federal income tax purposes. The Company's
contribution is allocated among the participants based on the ratio of
each participant's compensation, weighted for length of service, to total
weighted compensation for all participants for the year, except that a
participant's allocation may not exceed the lesser of 25% of the
participant's compensation or $30,000 as adjusted for cost-of-living
increases in accordance with Section 415(d) of the Internal Revenue Code.
Separate accounts are maintained for each participant.
The Plan provides that the Administrative Committee, solely at its
discretion, may elect to implement nondeductible voluntary contributions
which would allow Plan participants to contribute to the Plan a sum not
to exceed 10% of the participant's applicable compensation during the
Plan year. The Administrative Committee has not elected this option;
therefore, no participant contributions have been made. Participant and
employer 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 Equity Fund, (h) the Harbor Capital
Appreciation Fund, and (i) the Knappenberger Bayer Emerging Growth Fund.
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 other plans of
$15,345 in fiscal 2001 reflect the net result of this activity in the
Plan.
(Continued)
4
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
All amounts contributed by employees, if allowed, would be 100% vested at
all times. Participants become vested with respect to employer
contributions based upon the following graduated scale:
Vested portion of
participant's
Years of vesting service account
---------------------------------- -------------------
Less than 2 years 0%
2 years but less than 3 years 10%
3 years but less than 4 years 25%
4 years but less than 5 years 40%
5 years but less than 6 years 60%
6 years but less than 7 years 80%
7 years or more 100%
Regardless of years of vested service, a Plan participant will
automatically become fully vested in employer contributions upon reaching
the age of 60, or upon death, disability, or Plan termination.
Forfeitures of nonvested amounts shall be allocated to the remaining
participants in the same manner as the Company's annual contribution.
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.
Benefits under the Plan are payable in a lump sum.
(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 fund's 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
(Continued)
5
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
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 the Company, in
its discretion, directly pays the expenses. In fiscal 2002 and
2001, SUPERVALU did pay certain expenses on behalf of the Plan.
(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 the 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 of the Company's board of directors. 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 Plan. 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
(Continued)
6
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
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 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. 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.
Fair values of investments in the 401(k) Master Trust are as follows:
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
============= =============
(Continued)
7
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
Investment income (loss) for the 401(k) Master Trust for the fiscal years
ended February 28, 2002 and 2001 are 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 9.3% and 10.7%, respectively,
of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The plan administrator has received a determination letter, dated April 24,
1996, from the Internal Revenue Service indicating that the Plan meets the
requirements of Section 401(a) of the Internal Revenue Code (the Code) for
Plan amendments through March 7, 1996, and that the trust established in
connection therewith is exempt from federal income tax under Section 501(a)
of the Code. A determination letter was requested for subsequent amendments
on December 14, 2001. SUPERVALU believes the Plan continues to meet the
requirements of Section 401(a) of the Code and that the related trust is
exempt from income tax under Section 501(a) of the Code. Therefore, no
provision for income taxes has been made.
(6) Party-in-interest Transactions
The Plan engages in transactions involving the acquisition and disposition
of investment funds with Bankers Trust Company, the Trustee, and the 401(k)
Master Trust, who are parties-in-interest with respect to the Plan. These
transactions are covered by an exemption from the "prohibited transactions"
provision of ERISA and the Internal Revenue Code.
(Continued)
8
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(7) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for participants
per the financial statements to Form 5500:
2002 2001
------------ ------------
Net assets available for participants per the
financial statements $ 54,974,468 55,878,661
Less amounts allocated to withdrawing participants (600) --
------------ ------------
Net assets available for participants
per Form 5500 $ 54,973,868 55,878,661
============ ============
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 $ 3,834,212
Add amounts allocated to withdrawing
participants at February 28, 2002 600
Less amounts allocated to withdrawing
participants at February 28, 2001 --
------------
Net assets available for participants
per Form 5500 $ 3,834,812
============
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 yet 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.
9