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 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
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 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 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 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 PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Financial Statements
February 28, 2002 and 2001
(With Independent Auditors' Report Thereon)
SUPERVALU PRE-TAX SAVINGS AND
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
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 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 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 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 PRE-TAX SAVINGS AND
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 $ 495,240,637 433,963,461
Contributions receivable from employees 261,677 259,225
Contributions receivable from employer 9,679,406 5,307,509
Liabilities:
Expenses payable (250,141) (289,578)
------------- -------------
Net assets available for Plan benefits $ 504,931,579 439,240,617
============= =============
See accompanying notes to financial statements.
2
SUPERVALU PRE-TAX SAVINGS AND
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 $ 4,915,949 4,249,806
Net appreciation (depreciation) in fair market value
of investments 21,616,360 (16,119,023)
------------- -------------
26,532,309 (11,869,217)
------------- -------------
Contributions:
Employer 14,388,870 9,958,455
Participants 36,980,617 37,550,109
------------- -------------
51,369,487 47,508,564
------------- -------------
Total additions 77,901,796 35,639,347
Deductions:
Distributions to participants (44,701,977) (44,199,294)
Administrative expenses (2,596,573) (1,982,286)
------------- -------------
Total deductions (47,298,550) (46,181,580)
Transfers from other plans 34,995,214 6,673,980
Transfers from (to) other plans within the Master Trust, net 92,502 (382,488)
------------- -------------
Net increase (decrease) 65,690,962 (4,250,741)
Net assets available for Plan benefits:
Beginning of year 439,240,617 443,491,358
------------- -------------
End of year $ 504,931,579 439,240,617
============= =============
See accompanying notes to financial statements.
3
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(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). 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 the Internal Revenue Service limitation of $10,500 in fiscal
2002 and 2001. 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 80% of the first 5% of a
participant's contribution may be made by SUPERVALU depending upon the
performance of each profit center. Discretionary contributions to the
SUPERVALU Common Stock Fund were $9,640,870 in cash for the plan year ended
February 28, 2002 and $5,272,609 in common stock for the plan year ended
February 28, 2001. 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. Forfeitures of non-vested amounts totaling $851,516 and
$385,008 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 Equity Fund, (h) the Harbor Capital Appreciation Fund, and
(i) the Knappenberger Bayer Emerging Growth Fund.
Effective September 2001, SUPERVALU merged the net assets of the Richfood
of Pennsylvania Investment Opportunity Plan and the Richfood Holdings, Inc.
Savings and Stock Ownership Plan (Richfood Plans) into the Plan. The
conversion total of $34,920,170 for the Richfood Plans is reflected in the
fiscal 2002 transfers from other plans. Also in fiscal 2002, the Retirement
Committee established a policy to merge the accounts of lost participants
from terminated plans into the Plan. In fiscal 2002, these transfers
totaled $75,044.
4 (Continued)
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
Effective February 2001, SUPERVALU merged the net assets of the
Hornbacher's Foods Profit Sharing & 401(k) Plan of SUPERVALU INC.
(Hornbacher's) into the Plan. The conversion of $6,673,980 for the
Hornbacher's Plan is reflected in the fiscal 2001 transfers from other
plans.
The 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 from (to) other plans
within the Master Trust of $92,502 and $(382,488) in fiscal years 2002 and
2001, respectively, reflect the net result of this activity in the Plan.
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 a lump sum.
Participants currently employed by SUPERVALU 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.
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.
5 (Continued)
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(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.
(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 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 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 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
6 (Continued)
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
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.
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
============= =============
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)
============= =============
7 (Continued)
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
At February 28, 2002 and 2001, the Plan held 86.6% and 85.1%, 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:
2002 2001
------------ ------------
Net assets:
SUPERVALU Common Stock Fund $ 64,082,945 19,424,775
Contributions receivable 9,662,032 5,283,347
------------ ------------
$ 73,744,977 24,708,122
============ ============
Change in net assets:
Contributions $ 11,432,581 6,868,062
Interest and dividends 588,059 211,101
Net appreciation (depreciation) 29,676,637 (5,952,185)
Distributions to participants (2,970,470) (2,101,883)
Administrative expenses (393,198) (115,820)
Transfers from (to) participant-directed investments 10,703,246 (649,312)
------------ ------------
$ 49,036,855 (1,740,037)
============ ============
(6) 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. 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 Code.
8 (Continued)
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(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:
2002 2001
---------------- ----------------
Net assets available for benefits per the financial statements $ 504,931,579 439,240,617
Amounts allocated to withdrawing participants (364,217) (140,079)
---------------- ----------------
Net assets available for benefits per Form 5500 $ 504,567,362 439,100,538
================ ================
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
Fiscal
year ended
February 28,
2002
----------------
Benefits paid to participants per the financial statements $ 44,701,977
Add amounts allocated to withdrawing participants at February 28, 2002 364,217
Less amounts allocated to withdrawing participants at February 28, 2001 (140,079)
----------------
Benefits paid to participants per Form 5500 $ 44,926,115
================
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 and 2001, respectively, but not paid as of that date.
(9) Subsequent Events
Effective May 15, 2002, the Plan was amended to remove restrictions on the
diversification of employer discretionary contributions. Therefore,
discretionary contributions made by the employer may be directed from the
SUPERVALU Common Stock Fund to other investment options per participant
request.
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