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, 2003
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
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 are included herein:
1. Independent Auditors' Report of KPMG LLP dated August 4, 2003.
2. Statements of Net Assets Available for Benefits as of February 28, 2003
and 2002.
3. Statements of Changes in Net Assets Available for Benefits for the
Fiscal Years Ended February 28, 2003 and 2002.
4. Notes to the Financial Statements for the Fiscal Years Ended
February 28, 2003 and 2002.
Ex-23 Independent Auditors' Consent of KPMG LLP.
Ex-32.1 Certification by the Chairman of the SUPERVALU INC. Retirement Committee
(Plan Administrator) Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Ex-32.2 Certification by the Chief Financial Officer (Principal Plan Sponsor)
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the Pittsburgh Division Profit Sharing Plan has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
PITTSBURGH DIVISION PROFIT SHARING PLAN
DATE: August 20, 2003 By: SUPERVALU INC., the plan administrator
By: /s/ Pamela K. Knous
---------------------------------
Pamela K. Knous
Executive Vice President and
Chief Financial Officer
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Financial Statements
February 28, 2003 and 2002
(With Independent Auditors' Report Thereon)
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for 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 benefits
of the Pittsburgh Division Profit Sharing Plan (the Plan) as of February 28,
2003 and 2002, and the related statements of changes in net assets available for
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 benefits of the Plan as of
February 28, 2003 and 2002, and the changes in net assets available for benefits
for the fiscal years then ended, in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
August 4, 2003
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
February 28, 2003 and 2002
2003 2002
------------ ------------
Assets:
Investments in SUPERVALU INC. 401(k) Master Trust,
at fair value $ 47,951,757 53,388,787
Contribution receivable from employer 1,538,328 1,596,138
Liabilities:
Expenses payable (52,403) (10,457)
------------ ------------
Net assets available for benefits $ 49,437,682 54,974,468
============ ============
See accompanying notes to financial statements.
2
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
Fiscal years ended February 28, 2003 and 2002
2003 2002
------------ ------------
Additions (reductions):
Investment (loss) income from SUPERVALU INC.
401(k) Master Trust $ (3,146,109) 1,577,237
Contributions:
Employer 1,550,830 1,600,349
------------ ------------
Total (reductions) additions (1,595,279) 3,177,586
------------ ------------
Deductions:
Distributions to participants (3,715,664) (3,834,212)
Administrative expenses (225,843) (247,567)
------------ ------------
Total deductions (3,941,507) (4,081,779)
------------ ------------
Net decrease (5,536,786) (904,193)
Net assets available for benefits:
Beginning of year 54,974,468 55,878,661
------------ ------------
End of year $ 49,437,682 54,974,468
============ ============
See accompanying notes to financial statements.
3
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2003 and 2002
(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 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. 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. Prior to March 1, 2002, 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. Effective
March 1, 2002, a participant's allocation may not exceed the lesser of 100%
of the participant's compensation or $40,000. 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. Employer contributions may be
directed into one or more of the funds within the SUPERVALU INC. 401(k)
Master Trust (the 401(k) Master Trust).
The Plan accounts of participants within the 401(k) Master Trust are
consolidated, resulting in each participant having only one account within
the 401(k) Master Trust. Therefore, participant movement between plans
results in asset transfers within the 401(k) Master Trust.
4 (Continued)
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2003 and 2002
All amounts contributed by employees, if allowed, are 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 20%
3 years but less than 4 years 40%
4 years but less than 5 years 60%
5 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.
Forfeitures of nonvested amounts totaling $19,336 and $13,459 were
allocated to remaining participants in fiscal 2003 and 2002, respectively.
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 accompanying 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 (as defined in note 3). Investment contracts in the Principal
Conservation Fund are stated at contract value, which approximates
fair value.
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 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 benefits during the reporting period. Actual results could differ
from those estimates.
5 (Continued)
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2003 and 2002
(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. In fiscal 2003 and 2002,
SUPERVALU did pay certain expenses on behalf of the Plan.
(e) 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 benefits.
(3) Trustee
On May 24, 2002, Bank of New York (the Trustee) was appointed the Trustee
and custodian of the Plan's assets by the Retirement Committee. Prior to
May 24, 2002, Bankers Trust Company was the appointed Trustee and custodian
of the Plan's assets. The Plan's assets were transferred to Bank of New
York on August 1, 2002.
(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 401(k) Master Trust includes 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. 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.
6 (Continued)
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2003 and 2002
Fair values of investments in the 401(k) Master Trust are as follows:
February 28
------------------------------
2003 2002
------------- -------------
Investments at fair value:
Collective investment funds $ 389,403,886 398,250,892
Common stock held by:
Equity funds 59,654,201 75,424,497
SUPERVALU Common Stock Fund 38,171,480 73,534,489
Cash and cash equivalents 4,598,893 8,468,711
Accrued income 456,043 465,940
Net settlements payable (142,654) (713,538)
Loans receivable from participants 15,646,739 16,299,353
------------- -------------
$ 507,788,588 571,730,344
============= =============
Investment (loss) income for the 401(k) Master Trust for the fiscal years
ended February 28, 2003 and 2002 are as follows:
2003 2002
------------ ------------
Net realized and unrealized (depreciation)
appreciation in fair value of
investments:
Collective investment funds $(36,851,749) (7,553,472)
Common stock (36,567,190) 30,619,676
------------ ------------
(73,418,939) 23,066,204
Interest 2,883,250 3,246,272
Dividends 2,609,537 2,316,756
------------ ------------
Net investment (loss) income $(67,926,152) 28,629,232
============ ============
At February 28, 2003 and 2002, the Plan held 9.5% and 9.3%, respectively,
of the 401(k) Master Trust assets.
(5) Federal Income Tax Status
The plan administrator has received a determination letter, dated April 1,
2002, from the Internal Revenue Service 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 provision for income taxes has been made.
7 (Continued)
PITTSBURGH DIVISION
PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 2003 and 2002
(6) Party-in-interest Transactions
The Plan engages in transactions involving the acquisition and disposition
of investment funds with the current Trustee, Bank of New York, and the
former Trustee, Bankers Trust Company, 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 participants
per the financial statements to Form 5500:
February 28
-------------------------
2003 2002
----------- -----------
Net assets available for participants per
the financial statements $49,437,682 54,974,468
Amounts allocated to withdrawing participants -- (600)
----------- -----------
Net assets available for participants per
Form 5500 $49,437,682 54,973,868
=========== ===========
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500 for the fiscal year ended February 28,
2003:
Benefits paid to participants per the financial
statements $ 3,715,664
Less amounts allocated to withdrawing participants at
February 28, 2002 (600)
-----------
Benefits paid to participants per Form 5500 $ 3,715,064
===========
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