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 WHOLESALE EMPLOYEES' 401(K) 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 Wholesale Employees'
401(K) 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 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 SUPERVALU Wholesale Employees' 401(K) Plan has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU WHOLESALE EMPLOYEES' 401(K) 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 WHOLESALE EMPLOYEES' 401(K) PLAN
Financial Statements
February 28, 2002 and 2001
(With Independent Auditors' Report Thereon)
SUPERVALU WHOLESALE 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 Wholesale 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 WHOLESALE 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 $ 4,903,213 4,377,458
Contributions receivable from employees 11,658 14,465
Liabilities:
Expenses payable (726) (4,745)
------------ ---------
Net assets available for Plan benefits $ 4,914,145 4,387,178
============ =========
See accompanying notes to financial statements.
2
SUPERVALU WHOLESALE 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 (loss) from SUPERVALU INC. 401(k)
Master Trust:
Interest and dividends $ 46,220 38,708
Net appreciation (depreciation) in fair market value
of investments 139,208 (84,779)
----------- -----------
185,428 (46,071)
Contributions:
Participants 744,276 880,541
----------- -----------
Total additions 929,704 834,470
----------- -----------
Deductions:
Distributions to participants (387,707) (207,533)
Administrative expenses (15,030) (28,735)
----------- -----------
Total deductions (402,737) (236,268)
----------- -----------
Transfers to other plans within the Master Trust, net -- (11,866)
----------- -----------
Net increase 526,967 586,336
Net assets available for Plan benefits:
Beginning of year 4,387,178 3,800,842
----------- -----------
End of year $ 4,914,145 4,387,178
=========== ===========
See accompanying notes to financial statements.
3
SUPERVALU WHOLESALE 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 Wholesale Employees' 401(k)
Plan (the Plan) (formerly the Pittsburgh Division Union 401(k) Plan for
Local 30 Collective Bargaining Associates) 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 was established for SUPERVALU INC. (SUPERVALU) Wholesale
employees. All employees who are members of a collective bargaining unit
that have negotiated participation in the Plan and are age 21 or older
and who have completed one year of service with SUPERVALU with at least
1,000 hours in each year may participate. 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 2% to
15% of their recognized compensation to the Plan. Employee contributions
are limited to the Internal Revenue Service limitation of $10,500 in
fiscal 2002 and 2001. The agreements of the collective bargaining units
that have negotiated participation in the Plan do not provide for
employer contributions.
All amounts contributed by employees are 100% vested at all times.
Participants' contributions may be directed into one or more of 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
within the Master Trust of $11,866 in fiscal 2001 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.
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
(Continued)
4
SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
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.
(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.
(Continued)
5
SUPERVALU WHOLESALE EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
February 28, 2002 and 2001
(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 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.
(Continued)
6
SUPERVALU WHOLESALE 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 0.9% of the 401(k) Master Trust
assets.
(Continued)
7
SUPERVALU WHOLESALE 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 February 19, 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. 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.
(7) 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