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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ -----------
Commission file number: 1-5418
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0617000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (612) 828-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $1.00 New York Stock Exchange
per share
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
[Cover page 1 of 2 pages]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 1, 1998 was approximately $2,782,954,632 (based upon the
closing price of Registrant's Common Stock on the New York Stock Exchange on
March 31, 1998).
Number of shares of $1.00 par value Common Stock outstanding as of April 1,
1998: 60,085,208.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1998 are incorporated into Parts I,
II and IV, as specifically set forth in Parts I, II and IV.
2. Portions of Registrant's definitive Proxy Statement filed for
Registrant's 1998 Annual Meeting of Stockholders are incorporated
into Part III, as specifically set forth in Part III.
[Cover page 2 of 2 pages]
PART I
Unless the context indicates otherwise, all references to the
"Company," "SUPERVALU" or "Registrant" in this Annual Report on Form
10-K relate to SUPERVALU INC. and its majority-owned subsidiaries.
ITEM 1. BUSINESS
GENERAL DEVELOPMENT
SUPERVALU INC., a Delaware corporation, was organized in 1925 as the
successor to two wholesale grocery firms established in the 1870's.
The Company's principal executive offices are located at 11840 Valley
View Road, Eden Prairie, Minnesota 55344 (Telephone: 612-828-4000).
The Company is the largest food wholesaler and approximately the 13th
largest food retailer in the nation. It is engaged in the business of
selling food and nonfood products at wholesale and operating a variety
of store formats at retail. The Company supplied approximately 4,800
stores (not including 701 Save-A-Lot limited assortment stores) in 48
states as of the close of fiscal 1998 and approximately 4,300 stores
(not including 611 Save-A-Lot limited assortment stores) at the close
of fiscal 1997. The Company operated at fiscal year-end 328 retail
stores under its principal corporate retail formats, including price
superstores, supercenters, fresh superstores, limited-assortment
stores, and supermarkets, primarily under the names of Cub Foods, Shop
`n Save, bigg's, Save-A-Lot, Scott's Foods, Laneco and Hornbacher's.
On July 2, 1997, SUPERVALU sold its remaining 46% ownership position
in ShopKo Stores, Inc. ("ShopKo"), its discount general merchandise
subsidiary, pursuant to two simultaneous transactions, a 8,174,387
share repurchase by ShopKo and a secondary public offering for the
remaining 6,557,280 ShopKo shares.
Additional description of the Company's business is contained in the
"Financial Review" portion of the Company's Annual Report to the
Stockholders for fiscal year 1998 (Exhibit 13), pages 14-19, which
description is incorporated herein by reference.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information about the Company's industry segments for the
five years ended February 28, 1998 is incorporated by reference to
page 22 of the Company's Annual Report to Stockholders for fiscal year
1998 (Exhibit 13).
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The information in this Annual Report on Form 10-K, for the year ended
February 28, 1998, includes forward-looking statements. Important
risks and uncertainties that could cause actual results to differ
materially from those discussed in such forward looking statements are
detailed in Exhibit 99.1; other risks or uncertainties may be detailed
from time to time in the Company's future Securities and Exchange
Commission filings.
FOOD DISTRIBUTION OPERATIONS
DESCRIPTION OF FOOD STORES SERVED. SUPERVALU food distribution regions
sell food and non-food products at wholesale and offer a variety of
retail support services to independently-owned retail food stores. At
February 28, 1998, the Company supplied approximately 4,800 retail
grocery and general merchandise stores (not including 701 Save-A-Lot
limited assortment
3
stores), compared with 4,300 stores (not including 611 Save-A-Lot
limited assortment stores) served at the end of fiscal 1997.
Save-A-Lot limited assortment stores are supplied separately from the
Company's traditional wholesale business.
Retail food stores served by the Company at wholesale range in size
from small convenience stores to 200,000 square foot supercenters. The
Company's wholesale customer base includes single and multiple store
independent operators, regional and national chains and Company owned
stores, operating in a variety of formats including price superstores,
supercenters, fresh superstores, limited assortment stores, and
supermarkets.
Retail food stores served by the Company at wholesale offer a wide
variety of groceries, meats, dairy products, frozen foods and fresh
fruits and vegetables. In addition, most stores carry an assortment of
non-food items, including tobacco products, health and beauty aids,
paper products, cleaning supplies, and small household and clothing
items. Many stores offer one or more specialized services, such as
delis, food courts, in-store bakeries, liquor departments, video,
pharmacies, housewares and flower shops.
The Company is constantly endeavoring to strengthen the retail food
stores it serves by assisting in the upgrading and enlarging of
existing stores, establishing new stores, more aggressively
merchandising its stores, developing diverse formats and retail
strategies, and assisting stores to serve markets which are
increasingly segmented. The Company is also developing market-driving
capabilities which are intended to help independent retailers achieve
new growth by offering category management, an on-line pass through
allowance program, and other programs and services.
PRODUCTS SUPPLIED. SUPERVALU continues to supply retail food stores
with an increasing variety and selection of products, including
national and regional brands and the Company's own lines of private
label products. Such private label trademarks as FLAV-O-RITE, SHOPPERS
VALUE, NATURE'S BEST, HOME BEST, BI-RITE, FOODLAND, PREFERRED
SELECTION, SWEET LIFE, and others accounted for approximately eight
percent of the Company's fiscal 1998 sales to independent retail food
supermarkets. See also "Retail Food Operations - Private Label
Program" for a description of the Company's principal corporate retail
formats private label programs.
SUPERVALU supplies private label merchandise over a broad range of
products included in every department in the store: frozen, dairy,
grocery, meats, bakery, deli, general merchandise and produce. These
products are produced to the Company's specifications by many
suppliers, some of whom are the nation's foremost manufacturers.
In addition to making these products available, SUPERVALU also assumes
a large part of the marketing and merchandising role, conducts private
label sales events, and provides a wide array of in-store promotional
and advertising tools and training expertise to assist the retailer in
promoting private label programs to maximize sales and produce profit
advantage.
Hazelwood Farms Bakeries, Inc., a subsidiary of the Company,
manufactures frozen dough and par baked bakery products primarily for
the supermarket in-store bakery and foodservice business channels.
Hazelwood Farms' customer base includes wholesale food distributors,
supermarket chains (including company-owned, affiliated and
non-affiliated stores), quick service restaurant chains and other
foodservice establishments in the U.S. and Canada.
The Company has no significant long-term purchase obligations and
considers that it has adequate and alternative sources of supply for
most of its purchased products.
4
DISTRIBUTION AND COSTS OF MERCHANDISE. Deliveries to retail stores are
made from the Company's distribution centers, usually in Company-owned
trucks. In addition, many types of meats, dairy products, bakery and
other products purchased from the Company are delivered directly by
suppliers to retail stores under programs established by the Company.
Wholesale sales are made to the Company's retailers at the applicable
price and fee schedule in effect at the time of sale. The Company has
reexamined its pricing structure and has developed a new pricing
approach to retailers called Activity Based Sell ("ABS"). The primary
objectives of ABS are to reflect the net product price plus fees to
recover the Company's cost to serve the retailer and to earn an
adequate profit margin. In fiscal 1998, the Company implemented ABS
pricing for retailers serviced through three distribution centers in
the Midwest region.
The Company seeks to continue lowering its cost of product by
regionalizing its food buying operations and centralizing buying for
general merchandise and health and beauty products to better leverage
the purchasing power of larger product orders. The Company is
implementing a two-tiered distribution system to create a national
logistics network composed of its existing wholesale distribution
facilities plus regional distribution facilities which will provide
regional distribution for slow moving grocery product, general
merchandise and health and beauty care products. The Southeastern
Regional Facility, the Company's first regional distribution facility
located in Anniston, Alabama, became operational in June 1996 and
currently serves six existing Southeast distribution facilities. The
Company began construction of a second regional distribution facility
located in Ogelsby, Illinois in June 1996, which is planned to be open
in the summer of 1998 and is intended to serve 12 distribution centers
and three marketing regions in the Midwest. This two-tiered
distribution system is intended to increase buying scale, improve
operating efficiencies and lower cost of operations.
A new National Customer Service Center was established in Denver,
Colorado in the fall of 1996. The national service center was
established to replace divisional customer service functions for
retailers, facilitate rapid customer response and track and identify
ways to service the Company's retailers more efficiently. The National
Customer Service function is currently servicing customers in five of
the Company's seven regions.
SERVICES SUPPLIED. In addition to supplying merchandise, the Company
also offers retail customers a wide variety of support services,
including advertising, promotional and merchandising assistance, store
management assistance, retail operations counseling, computerized
inventory control and ordering services, accounting, bill paying and
payroll services (largely computerized), store layout and equipment
planning (including point-of-sale electronic scanning), cash
management, building design and construction services, financial and
budget planning, strategic and business planning, assistance in
selection and purchasing or leasing of store sites, consumer and
market research and personnel training and management assistance.
Certain Company subsidiaries operate as insurance agencies and provide
comprehensive insurance programs to the Company's affiliated
retailers.
The Company has realigned its wholesale food divisions into seven
marketing regions designed to reduce the cost of services to retailers
while maintaining contact with retailers and the ultimate consumer.
One such service intended to be offered to retailers is category
management, which is a process designed to align product assortment
with consumer preferences. Category management efforts have been
accelerating, with the Company currently in various phases of
implementation with various independent retailers. In addition, the
Company is beginning to roll out an on-line pass through vendor
allowance program referred to as the Category Management Allowance
Program ("CMAP"). CMAP is designed to maximize vendor allowances by
demonstrating compliance with pricing levels or displays and market
performance by individual store or group of stores.
5
The Company may provide financial assistance to retail stores served
or to be served by it, including the acquisition, leasing and
subleasing of store properties, the making of direct loans, and
providing guarantees or other forms of financing. In general, loans
made by the Company to independent retailers are secured by liens on
inventory and/or equipment, by personal guarantees and other security.
When the Company subleases store properties to retailers, the rentals
are generally as high or higher than those paid by the Company.
RETAIL FOOD OPERATIONS
PRINCIPAL CORPORATE RETAIL FORMATS. At fiscal year end, the Company's
retail businesses operated a total of 328 retail stores, including
price superstores, supercenters, fresh superstores, limited assortment
stores and supermarkets. These diverse formats enable the Company to
operate in a variety of markets under widely differing competitive
circumstances.
At the close of fiscal 1998, the Company's retail stores operated
under the following principal corporate formats:
CUB FOODS consists of 114 price superstores located in 13 states, 61
of which are franchised to independent retailers and 53 of which are
corporately operated. Plans for fiscal 1999 include the opening of
five corporate stores and two franchised stores.
SHOP `N SAVE consists of 32 price superstores located principally in
the metropolitan St. Louis, Missouri market. Three new Shop `n Save
price superstores (two of which are replacement stores) are planned
for fiscal 1999.
BIGG'S consists of seven supercenters and three price superstores that
operate in the Cincinnati, Louisville and Denver metropolitan markets.
bigg's was acquired by the Company in August 1994. No new bigg's
stores are planned for fiscal 1999.
SAVE-A-LOT is the Company's combined wholesale and retail limited
assortment operation. At fiscal year end there were 701 Save-A-Lot
limited assortment stores located in 31 states, of which 142 were
corporately operated. Save-A-Lot projects adding approximately 140
stores in fiscal 1999, including 30 corporately owned stores and 110
licensed units.
SCOTT'S FOODS is an 18-store group located in the Fort Wayne, Indiana
area. One new store is planned for fiscal 1999.
LANECO operates a diverse mix of 19 retail outlets comprised
predominantly of supermarkets, supercenters and discount food stores
located in Pennsylvania and New Jersey. These stores operate mainly
under the LANECO AND FOODLAND names and formats. No new stores are
planned for fiscal 1999.
HORNBACHER'S is a five-store group located in the Fargo, North Dakota
area, with no new stores planned for fiscal 1999.
Other store formats operated by the Company include COUNTY MARKET,
SUPERVALU, IGA, and BUTSON'S.
6
PRIVATE LABEL PROGRAM. Private label products continue to be a focus
of SUPERVALU's principal corporate retail formats which are expanding
their private label item selection. Approximately 85 percent of the
sales by the Company's Save-A-Lot limited assortment operations
consist of Save-A-Lot created or controlled brands. Cub Foods, bigg's
and Scott's Foods are in the process of developing or have developed
proprietary name brands.
TRADEMARKS
The Company offers its customers the opportunity to franchise a
concept or license a servicemark. This program helps the customer
compete by providing, as part of the franchise or license program, a
complete business concept, group advertising, private label products
and other benefits. The Company is the franchisor or licensor of
certain servicemarks such as CUB FOODS, SAVE-A-LOT, COUNTY MARKET,
SHOP `N SAVE, NEW MARKET, SUPERVALU, IGA, FOODLAND and SUPERVALU FOOD
& DRUG. The Company registers a substantial number of its
trademarks/servicemarks in the United States Patent and Trademark
Office, including many of its private label product trademarks and
servicemarks. See "Food Distribution Operations -- Products Supplied".
The Company considers certain of its trademarks and servicemarks to be
of material importance to its business and actively defends and
enforces such trademarks and servicemarks.
COMPETITION
Both the wholesale and the retail food businesses are highly
competitive. At the wholesale level, the Company competes directly
with a number of wholesalers which supply retailers and indirectly
with the warehouse and distribution operations of the large integrated
chains. The Company competes with other wholesale food distributors in
most of its market areas on the basis of product price, quality and
assortment, schedule and reliability of deliveries, the range and
quality of services provided, the location of the store sites and
distribution facilities and its willingness to provide financing to
its customers. See "Food Distribution Operations -- Distribution and
Costs of Merchandise" and "--Services Supplied." The success of the
Company's wholesale food business is also dependent upon the ability
of independent retail store operators and the Company's retail food
business to compete successfully with other retail food stores.
The principal competitive factors that affect the Company's retail
segment are location, price, quality, service and consumer loyalty.
Local, regional, and national food chains, as well as independent food
stores and markets, comprise the principal competition, although the
Company also faces competition from alternative formats including
supercenters and membership warehouse clubs and from convenience
stores, various formats selling prepared foods, and specialty and
discount retailers.
EMPLOYEES
At February 28, 1998, the Company had approximately 48,000 employees.
Approximately 16,000 employees are covered by collective bargaining
agreements. During fiscal year 1998, 19 agreements covering 3,800
employees were re-negotiated without any work stoppage. In fiscal
1999, 11 contracts covering approximately 1,600 employees will expire.
The Company believes that it has generally good relationships with its
employees.
7
INVESTMENTS
The Company has ownership interests in business ventures related to
its food distribution and retail segments, which include investments
in Waremart, Inc. and Super Discount Markets, Inc. The results of
these investments are accounted for using the equity method. The
aggregate carrying amount of these investments is less than 2% of
total assets.
ITEM 2. PROPERTIES
The Company's principal executive offices are located in a 180,000
square foot corporate headquarters facility located in Eden Prairie,
Minnesota, a western suburb of Minneapolis, Minnesota. This
headquarters facility is located on a 140 acre site owned by the
Company.
During fiscal 1998, the Company sold One Southwest Crossing, a 240,000
square foot office facility which is located within one mile of its
principal executive offices. In connection with this sale, the Company
leased approximately 97,400 square feet of office space from the
purchaser to continue to office employees of the Company at this
facility.
The following table lists the location, use and approximate size of
the Company's principal warehouse, distribution and manufacturing
facilities utilized in the Company's food distribution operations as
of February 28, 1998:
WAREHOUSE, DISTRIBUTION AND MANUFACTURING FACILITIES
Square Square
Footage Footage
Owned Leased
Division or Location Use (Approximate) (Approximate)
- -------------------- ------------------------------ ------------- -------------
Anniston, Alabama Distribution Center & Offices 497,000
Anniston, Alabama Advantage Logistics - Regional
Distribution Center 225,000
Los Angeles, California General Merchandise Warehouse
and Offices 227,000
Rancho Cucamonga, California Save-A-Lot Distribution Center
and Offices 110,000
Denver, Colorado Distribution Center & Offices 721,000
Suffield, Connecticut Distribution Center & Offices 650,000
Lakeland, Florida Save-A-Lot Distribution Center
and Offices 127,000
Quincy, Florida Distribution Center & Offices 772,000
Atlanta, Georgia Distribution Center & Offices 628,000
Atlanta, Georgia Bakery, Warehouse and Offices 105,000
Macon, Georgia Save-A-Lot Distribution Center
and Offices 252,000
Buffalo Grove, Illinois Bakery, Warehouse and Offices 47,000
Champaign, Illinois Distribution Center & Offices 820,000 172,000
Oglesby, Illinois General Merchandise, Warehouse
and Offices 303,500
Ft. Wayne, Indiana Distribution Center & Offices 1,099,000
Des Moines, Iowa Distribution Center & Offices 663,000
Greenville, Kentucky Distribution Center & Offices 309,000
Lexington, Kentucky Save-A-Lot Distribution Center
and Offices 294,000
8
Square Square
Footage Footage
Owned Leased
Division or Location Use (Approximate) (Approximate)
- -------------------- ------------------------------ ------------- -------------
Hammond, Louisiana Distribution Center & Offices 257,000
St. Rose, Louisiana Distribution Center & Offices 275,000
Portland, Maine Distribution Center & Offices 194,000
Perryman, Maryland Distribution Center & Offices 511,000
Williamsport, Maryland Save-A-Lot Distribution Center
and Offices 173,000
Andover, Massachusetts Distribution Center & Offices 454,000
Medford, Massachusetts Bakery, Warehouse & Offices 47,000
Somerville, Massachusetts Bakery, Warehouse & Offices 22,500
Holt, Michigan Save-A-Lot Distribution Center
and Offices 218,000
Livonia, Michigan(1) Foodland Distributors, Distribution
Center 1,275,000
Minneapolis, Minnesota Distribution Center & Offices 1,594,000
Indianola, Mississippi Distribution Center & Offices 721,000
Desloge, Missouri General Merchandise Warehouse
and Offices 134,000 34,000
Hazelwood, Missouri Distribution Center & Offices 545,600 310,000
Hazelwood, Missouri Bakery, Warehouse and Offices 259,000
Scott City, Missouri Distribution Center & Offices 278,000
St. Louis, Missouri Save-A-Lot Distribution Center
and Offices 135,000
Vinita Park, Missouri Save-A-Lot Offices 55,000
Billings, Montana Distribution Center & Offices 267,000 11,000
Great Falls, Montana Distribution Center & Offices 154,000
Keene, New Hampshire Distribution Center & Offices 196,400
Albany, New York Save-A-Lot Distribution Center
and Offices 220,000
Rochester, New York Bakery, Warehouse and Offices 33,000
Bismarck, North Dakota Distribution Center & Offices 257,000
Fargo, North Dakota Distribution Center & Offices 493,000
Columbus, Ohio Save-A-Lot Distribution Center
and Offices 182,000
Xenia, Ohio Distribution Center & Offices 511,000 170,000
McMinnville, Oregon Bakery, Warehouse and Offices 110,000
Belle Vernon, Pennsylvania Distribution Center & Offices 713,000
Hazleton, Pennsylvania Bakery, Warehouse and Offices 125,000
Lower Nazareth Township, General Merchandise Warehouse
Pennsylvania (Easton) and Offices 230,000
New Stanton, Pennsylvania Distribution Center & Offices 726,000
Reading, Pennsylvania Distribution Center & Offices 284,000 256,000
Cranston, Rhode Island Distribution Center & Offices 196,000
Humboldt, Tennessee Save-A-Lot Distribution Center
and Offices 214,000
- ---------------
1 Leased by Foodland Distributors in which the Company is a 50% partner.
9
Square Square
Footage Footage
Owned Leased
Division or Location Use (Approximate) (Approximate)
- -------------------- ------------------------------ ------------- -------------
Grand Prairie, Texas Save-A-Lot Distribution Center
and Offices 140,000
Spokane, Washington Distribution Center & Offices 551,000
Tacoma, Washington Distribution Center & Offices 910,000 113,000
Milton, West Virginia Distribution Center & Offices 6,000 268,000
Green Bay, Wisconsin Distribution Center & Offices 430,000 475,000
Pleasant Prairie, Wisconsin Distribution Center & Offices 625,000
The retail food stores operated by the Company generally have been
leased, usually for a term of 15-25 years plus renewal options. The
following table is a summary of the retail stores operated by the
Company's principal corporate retail banners as of February 28, 1998:
PRINCIPAL CORPORATE RETAIL BANNERS
Square Square
Footage Footage
Owned Leased
Retail Banners Location and Number of Corporate Stores (Approximate) (Approximate)
- -------------- --------------------------------------- ------------- -------------
Cub Foods(1) Colorado (7), Illinois (16), Indiana (8), 2,325,734 1,518,754
Minnesota (15), Wisconsin (7)
Shop `n Save Illinois (14), Missouri (18) 236,000 1,225,000
bigg's Colorado (1), Indiana (1), Kentucky (2), 473,000 1,082,000
Ohio (6)
Save-A-Lot(2) Arkansas (6), California (23), Connecticut (2), 45,000 1,776,000
Delaware (3), Florida (29), Illinois (1), Maryland (4),
Massachusetts (4), Mississippi (3), Missouri (4),
New Jersey (4), Ohio (7), Oklahoma (8),
Pennsylvania (19), Rhode Island (2),
Tennessee (4), Texas (19)
Scott's Food Indiana (18) 178,470 752,284
Laneco New Jersey (5), Pennsylvania (14) 167,000 994,000
Hornbacher's Minnesota (1), North Dakota (4) 95,000 107,000
- ---------------
1 As of February 28, 1998, Cub Foods included an additional 61 franchised
stores not listed above.
2 As of February 28, 1998, Save-A-Lot included an additional 559 licensed
stores not listed above.
The Company also owns and leases certain additional real estate
consisting primarily of shopping centers and transition stores, which
are not material to its operations. Transition stores are generally
those retail stores that the Company operates for a limited period of
time pending sale or sublet to its independent retailers. Transition
stores that are sublet are generally leased for periods not exceeding
20 years plus renewal options. The Company owns, in addition to
merchandise inventories, substantially all of the trucks and trailers
used in transporting its products.
Incorporated by reference hereto is the Note captioned "Leases" of
Notes to Consolidated Financial Statements on pages 30-31 of the
Company's Annual Report to Stockholders for fiscal
10
year 1998 (Exhibit 13) for information regarding lease commitments for
facilities occupied by the Company. Incorporated by reference hereto
is the Note captioned "Debt" of Notes to Consolidated Financial
Statements on pages 29-30 of the Company's Annual Report to
Stockholders for fiscal year 1998 (Exhibit 13) for information
regarding properties held subject to mortgages.
Management of the Company believes the physical facilities and
equipment described above are adequate for the Company's present needs
and businesses.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There was no matter submitted during the fourth quarter of fiscal year
1998 to a vote of the security holders of Registrant.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the executive
officers of the Company as of April 30, 1998.
YEAR ELECTED
TO PRESENT OTHER POSITIONS HELD WITH THE
NAME AGE PRESENT POSITION POSITION COMPANY FROM 1993-1998
- ---------------------- ------- ----------------------------------- ----------------- ---------------------------------------
Michael W. Wright 59 Director, Chairman of the Board, 1982
President and Chief Executive
Officer
David L. Boehnen 51 Executive Vice President 1997 Senior Vice President, Law and
External Relations, 1991 - 1997
William J. Bolton 51 Executive Vice President; and 1997
President and Chief Operating
Officer - Retail Food Companies
Pamela K. Knous 44 Executive Vice President, Chief 1997
Financial Officer
Jeffrey Noddle 51 Executive Vice President; and 1995 Executive Vice President, Marketing,
President and Chief Operating 1992-1995
Officer - Wholesale Food Companies
Kim M. Erickson 44 Senior Vice President, Strategic 1998 Senior Vice President, Finance, and
Planning and Treasurer Treasurer, 1997 - 1998; Vice
President and Treasurer, 1995-1997
Gregory C. Heying 49 Senior Vice President, 1994 Vice President, Distribution,
Distribution 1988-1994
H. S. (Skip) Smith 51 Senior Vice President, 1994 Vice President, Information Services,
III Information Technology 1986-1994
11
YEAR ELECTED
TO PRESENT OTHER POSITIONS HELD WITH THE
NAME AGE PRESENT POSITION POSITION COMPANY FROM 1993-1998
- ---------------------- ------- ----------------------------------- ----------------- ---------------------------------------
Ronald C. Tortelli 51 Senior Vice President, Human 1988
Resources
James R. Campbell 57 Vice President, Retail Services 1995 Vice President, Market Development,
1993-1995; Senior Vice President,
Northeast Region, 1992-1993
Leland J. Dake 41 Vice President, Wholesale 1998 Vice President, Corporate Category
Merchandising Management, 1995-1998; Director,
Category Management, Corporate from
1993 to 1995
Janel S. Haugarth 42 Vice President, Controller, 1998 Assistant Corporate Controller,
Wholesale 1996-1998; Vice President, Finance -
Midwest Region, 1995-1996; Assistant
Director of Merchandising, 1993-1995
J. Andrew Herring 39 Vice President, Corporate 1998
Development and External Relations
Michael L. Mulligan 53 Vice President, Wholesale Sales 1996 Vice President, Sales, 1992-1996
and Marketing
E. Wayne Shives 56 Vice President, Employee Relations 1993 Vice President, Labor Relations,
1988-1993
Sherry M. Smith 36 Vice President, Controller, 1998 Assistant Corporate Controller,
Corporate 1996-1998; Director, Finance and
Accounting/Advantage, 1995-1996;
Director, Financial Reporting,
1993-1995
The term of office of each executive officer is from one annual
meeting of the directors until the next annual meeting of directors or
until a successor for each is elected. There are no arrangements or
understandings between any of the executive officers of the Registrant
and any other person (not an officer or director of the Registrant
acting as such) pursuant to which any of the executive officers were
selected as an officer of the Registrant. There are no immediate
family relationships between or among any of the executive officers of
the Company.
Each of the executive officers of the Company has been in the employ
of the Company or its subsidiaries for more than five years, except
for William J. Bolton, Pamela K. Knous, Kim M. Erickson, and J. Andrew
Herring.
Mr. Bolton was elected Executive Vice President and President and
Chief Operating Officer, Retail Food Companies in October 1997. Mr.
Bolton was Chairman and Chief Executive Officer of Bruno's, Inc. (a
retail grocery company) from 1995 to 1997; Chief Operating Officer -
Markets at American Stores, Inc. (a retail grocery company) from
February 1995 to August 1995; Executive Vice President of American
Stores, Inc. and General Manager of Jewel Osco (Chicago) from February
1994 to February 1995; and President of Jewel Food Stores (a retail
grocery company) from February 1992 to February 1994. On February 2,
1998, Bruno's, Inc. and its subsidiaries each
12
filed a voluntary petition for reorganization under Chapter 11 of
Title 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
Ms. Knous was elected Executive Vice President and Chief Financial
Officer of the Company in September 1997. From December 1995 to 1997,
Ms. Knous was Executive Vice President, Chief Financial Officer and
Treasurer at The Vons Companies, Inc. (a retail grocery company); and
from May 1995 to December 1995 she was Executive Vice President and
Chief Financial Officer, from July 1994 to May 1995 she served as
Senior Vice President and Chief Financial Officer, from November 1993
to July 1994 she served as Group Vice President, Finance, and
Controller, and from April 1991 to November 1993 she served as Vice
President, Finance, and Controller of The Vons Companies, Inc.
Ms. Erickson was elected Senior Vice President, Strategic Planning and
Treasurer of the Company in March 1998. From March 1997 through March
1998 she was Senior Vice President, Finance, and Treasurer of the
Company; from August 1995 through March 1997 she was Vice President
and Treasurer of the Company; and from January 1992 through August
1995 she was Vice President and Treasurer of International Multifoods
Corporation (a food service distribution and manufacturing company).
Mr. Herring was elected Vice President, Corporate Development and
External Relations of the Company in February 1998. Prior to that
time, he was with the law firm of Dorsey & Whitney, LLP for
approximately eleven years, the last seven as a partner.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information called for by Item 5 as to the principal market upon
which the Registrant's Common Stock is traded and as to the
approximate record number of stockholders of the Registrant is hereby
incorporated by reference to the Registrant's Annual Report to the
Stockholders for fiscal year 1998 (Exhibit 13) page 36.
The information called for by Item 5 as to the Registrant's quarterly
dividends and quarterly stock price ranges for the last two fiscal
years is hereby incorporated by reference to the paragraph captioned
"Common Stock Price" in the Financial Review Section of the
Registrant's Annual Report to the Stockholders for fiscal year 1998
(Exhibit 13) page 18.
The information called for by Item 5 as to restrictions on the payment
of dividends by the Registrant is hereby incorporated by reference to
the Note captioned "Debt" of Notes to Consolidated Financial
Statements of the Registrant's Annual Report to the Stockholders for
fiscal year 1998 (Exhibit 13) pages 29-30.
During the fiscal year ended February 28, 1998, the Company issued
7,000 shares of unregistered restricted common stock as stock bonuses
to certain employees. The issuance of such shares did not constitute a
"sale" within the meaning of Section 2(3) of Securities Act of 1933,
as amended.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by Item 6 is incorporated by reference to
the Registrant's Annual Report to the Stockholders for fiscal year
1998 (Exhibit 13) pages 20-21.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information called for by Item 7 is incorporated by reference to
the Registrant's Annual Report to the Stockholders for fiscal year
1998 (Exhibit 13) pages 14-19.
ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not required at this time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Item 8 is incorporated by reference to
the Registrant's Annual Report to the Stockholders for fiscal year
1998 (Exhibit 13) pages 22-36.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information called for by Item 9 is incorporated by reference to
the Registrant's Annual Report to the Stockholders for fiscal year
1998 (Exhibit 13) page 35.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by Item 10, as to (a) Directors of the
Registrant and (b) compliance with Section 16(a) of the Securities and
Exchange Act of 1934, is incorporated by reference to the Registrant's
definitive Proxy Statement dated May 29, 1998 filed with the
Securities and Exchange Commission pursuant to Regulation 14A in
connection with the Registrant's 1998 Annual Meeting of Stockholders
at pages 6-7 and page 23. Certain information regarding executive
officers is included in Part I above.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 29, 1998 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1998 Annual Meeting of
Stockholders at pages 8-14, excluding the section entitled "Report of
Executive Personnel and Compensation Committee," and page 23.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by Item 12 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 29, 1998 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1998 Annual Meeting of
Stockholders at pages 4-5, excluding portions of the section entitled
"SUPERVALU Board Practices".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by Item 13 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 29, 1998 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1998 Annual Meeting of
Stockholders at page 23.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Form 10-K
---------
(a) 1. Financial Statements:
The following consolidated financial statements of SUPERVALU
INC. and Subsidiaries are included in Part II, Item 8 (which
incorporates information by reference to the Registrant's
1998 Annual Report to Stockholders (Exhibit 13)):
Independent Auditors' Report
Consolidated balance sheets as of February 28, 1998 and
February 22, 1997.
Consolidated statements of earnings for each
of the three years in the period ended
February 28, 1998
Consolidated statements of cash flows for each of the
three years in the period ended February 28, 1998
Consolidated statements of stockholders' equity for each
of the three years in the period ended February 28,
1998
Notes to consolidated financial statements
2. Consolidated Financial Statement Schedules Page on this
for SUPERVALU INC. and Subsidiaries: Form 10-K
------------
Selected Quarterly Financial Data - for the
two years ended February 28, 1998 - included
in Part II, Item 8 (which incorporates
information by reference to the Registrant's
1998 Annual Report to Stockholders
(Exhibit 13)).
Independent Auditors' report on schedules 23
Schedule VIII - Valuation and qualifying 24
accounts
All other schedules are omitted because they are not
applicable or not required.
3. Exhibits:
(3)(i) Articles of Incorporation. Restated Certificate of
Incorporation is incorporated by reference to Exhibit
(3)(i) to the Registrant's Annual Report on Form 10-K
for the year ended February 26, 1994.
16
(3)(ii)Bylaws. Bylaws, as amended, is incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-3, Registration No. 33-52422.
(4) Instruments defining the rights of security holders,
including indentures:
a. Indenture dated as of July 1, 1987 between the
Registrant and Bankers Trust Company, as Trustee,
relating to certain outstanding debt securities of the
Registrant, is incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-3,
Registration No. 33-52422.
b. First Supplemental Indenture dated as of August 1, 1990
between the Registrant and Bankers Trust Company, as
Trustee, to Indenture dated as of July 1, 1987 between
the Registrant and Bankers Trust Company, as Trustee,
is incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3,
Registration No. 33-52422.
c. Second Supplemental Indenture dated as of October 1,
1992 between the Registrant and Bankers Trust Company,
as Trustee, to Indenture dated as of July 1, 1987
between the Registrant and Bankers Trust Company, as
Trustee, is incorporated by reference to Exhibit 4.1 to
the Registrant's Form 8-K Report dated November 13,
1992.
d. Letter of Representations dated November 12, 1992
between the Registrant, Bankers Trust Company, as
Trustee, and The Depository Trust Company relating to
certain outstanding debt securities of the Registrant,
is incorporated by reference to Exhibit 4.5 to the
Registrant's Form 8-K Report dated November 13, 1992.
e. Third Supplemental Indenture dated as of September 1,
1995 between the Registrant and Bankers Trust Company,
as Trustee, to Indenture dated as of July 1, 1987
between the Registrant and Bankers Trust Company, as
Trustee, is incorporated by reference to Exhibit 4.1 to
the Registrant's Form 8-K Report dated October 2, 1995.
f. Credit Agreement dated as of October 8, 1997 among the
Registrant, the Lenders named therein and Bankers Trust
Company, as Agent, is incorporated by reference to
Exhibit (10)a to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period (12 weeks) ended
November 29, 1997.
g. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights
Agent, is incorporated by reference to Exhibit 1 to the
Registrant's Form 8-K Report dated April 19, 1989.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of
certain instruments defining the rights of holders of
certain long-term debt of the Registrant and its
subsidiaries are not filed and, in lieu thereof, the
Registrant agrees to furnish copies thereof to the
Securities and Exchange Commission upon request.
(10) Material Contracts. The following exhibits are management
contracts, compensatory plans or arrangements required to be
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K:
a. SUPERVALU INC. 1993 Stock Plan, as amended.
17
b. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as
amended, is incorporated by reference to Exhibit (10)c.
to Registrant's Annual Report on Form 10-K for the year
ended February 25, 1989.
c. SUPERVALU INC. Executive Incentive Bonus Plan is
incorporated by reference to Exhibit (10)c. to
Registrant's Annual Report on Form 10-K for the year
ended February 22, 1997.
d. SUPERVALU INC. Directors Deferred Compensation Plan for
Non-Employee Directors, as amended, is incorporated by
reference to Exhibit (10)c. to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period
(12 weeks) ended September 6, 1997.
e. SUPERVALU INC. 1983 Employee Stock Option Plan, as
amended, is incorporated by reference to Exhibit (10)b.
to Registrant's Quarterly Report on Form 10-Q for the
quarterly period (12 weeks) ended November 29, 1997.
f. SUPERVALU INC. 1989 Stock Appreciation Rights Plan is
incorporated by reference to Exhibit (10)g. to
Registrant's Annual Report on Form 10-K for the year
ended February 25, 1989.
g. SUPERVALU INC. ERISA Excess Plan Restatement is
incorporated by reference to Exhibit (10)h. to
Registrant's Annual Report on Form 10-K for the year
ended February 24, 1990.
h. SUPERVALU INC. Deferred Compensation Plan is
incorporated by reference to Exhibit (10)i. to
Registrant's Annual Report on Form 10-K for the year
ended February 23, 1991.
i. SUPERVALU INC. Executive Deferred Compensation Plan as
amended and Executive Deferred Compensation Plan II are
incorporated by reference to Exhibit (10)j. to
Registrant's Annual Report on Form 10-K for the year
ended February 25, 1989.
j. Amendments to the SUPERVALU INC. Deferred Compensation
Plan and the SUPERVALU INC. Executive Deferred
Compensation Plan II are incorporated by reference to
Exhibit (10)c. to Registrant's Quarterly Report on Form
10-Q for the quarterly period (12 weeks) ended
September 7, 1996.
k. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program, is
incorporated by reference to Exhibit (10)j. to
Registrant's Annual Report on Form 10-K for the year
ended February 27, 1988.
l. Forms of Change of Control Severance Agreements entered
into with certain officers of the Registrant are
incorporated by reference to Exhibit (10)l. to
Registrant's Annual Report on Form 10-K for the year
ended February 27, 1993.
m. SUPERVALU INC. Agreement and Plans Trust dated as of
November 14, 1988 is incorporated by reference to
Exhibit (10)n. to Registrant's Annual Report on Form
10-K for the year ended February 25, 1989.
n. First Amendment (dated May 7, 1991) to SUPERVALU INC.
Agreement and Plans Trust dated as of November 14,
1988, is incorporated by reference to
18
Exhibit (10)o. to Registrant's Annual Report on Form
10-K for the year ended February 23, 1991.
o. SUPERVALU INC. Directors Retirement Program, as
amended, is incorporated by reference to Exhibit (10)o.
to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period (16 weeks) ended June 15, 1996.
p. SUPERVALU INC. Non-Qualified Supplemental Executive
Retirement Plan is incorporated by reference to Exhibit
(10)r. to Registrant's Form 10-K Report for the year
ended February 24, 1990.
q. First Amendment to SUPERVALU INC. Non-Qualified
Supplemental Executive Retirement Plan is incorporated
by reference to Exhibit (10)a. to Registrant's
Quarterly Report on Form 10-Q for the quarterly period
(12 weeks) ended September 7, 1996.
r. Second Amendment to SUPERVALU INC. Non-Qualified
Supplemental Executive Retirement Plan.
s. SUPERVALU INC. Long-Term Incentive Plan, as amended, is
incorporated by reference to Exhibit (10)r. to the
Registrant's Annual Report on Form 10-K for the year
ended February 22, 1997.
t. SUPERVALU INC. Bonus Plan for Designated Corporate
Officers is incorporated by reference to Exhibit (10)t.
to Registrant's Annual Report on Form 10-K for the year
ended February 26, 1994.
u. SUPERVALU INC. Non-Employee Directors Deferred Stock
Plan, as amended, is incorporated by reference to
Exhibit (10)b. to Registrant's Quarterly Report on Form
10-Q for the quarterly period (12 weeks) ended
September 6, 1997.
v. SUPERVALU INC. 1997 Stock Plan is incorporated by
reference to Exhibit (10)u. to Registrant's Annual
Report on Form 10-K for the year ended February 22,
1997.
w. Separation Agreement and General Release dated November
1, 1996 between Phillip A. Dabill and SUPERVALU INC.,
is incorporated by reference to Exhibit (10)v. to
Registrant's Annual Report on Form 10-K for the year
ended February 22, 1997.
x. Separation Agreement and General Release dated February
26, 1997 between Laurence Anderson and SUPERVALU INC.
is incorporated by reference to Exhibit (10)a. to
Registrant's Quarterly Report on Form 10-Q for the
quarterly period (16 weeks) ended June 14, 1997.
y. Separation Agreement and General Release dated July 11,
1997 between Jeffrey C. Girard and SUPERVALU INC. is
incorporated by reference to Exhibit (10)a. to
Registrant's Quarterly Report on Form 10-Q for the
quarterly period (12 weeks) ended September 6, 1997.
(12) Ratio of Earnings to Fixed Charges.
(13) Portions of 1998 Annual Report to Stockholders of
Registrant.
19
(16) Letter from Deloitte & Touche LLP to the Securities
and Exchange Commission dated May 8, 1998 is
incorporated by reference to the Registrant's Form 8-
K Report dated May 8, 1998.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Auditors.
(24) Power of Attorney.
(27)a. Financial Data Schedule.
(27)b. Restated Financial Data Schedule.
(27)c. Restated Financial Data Schedule.
(99.1) Cautionary Statements pursuant to the Securities
Litigation Reform Act.
(b) Reports on Form 8-K:
No report on Form 8-K was filed during the fourth fiscal quarter of
the fiscal year ended February 28, 1998.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SUPERVALU INC.
(Registrant)
DATE: May 29, 1998 By: /s/ Michael W. Wright
------------------------
Michael W. Wright
Chairman of the Board;
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Michael W. Wright Chairman of the Board; President; May 29, 1998
- -------------------------- Chief Executive Officer; and
Michael W. Wright Director (principal executive
officer)
/s/ Pamela K. Knous Executive Vice President and May 29, 1998
- -------------------------- Chief Financial Officer (principal
Pamela K. Knous financial and accounting officer)
/s/ Herman Cain* Director
- --------------------------
Herman Cain
/s/ Stephen I. D'Agostino* Director
- --------------------------
Stephen I. D'Agostino
/s/ Lawrence A. Del Santo* Director
- --------------------------
Lawrence A. Del Santo
/s/ Edwin C. Gage* Director
- --------------------------
Edwin C. Gage
/s/ William A. Hodder* Director
- --------------------------
William A. Hodder
/s/ Garnett L. Keith, Jr.* Director
- --------------------------
Garnett L. Keith, Jr.
21
/s/ Richard L. Knowlton* Director
- --------------------------
Richard L. Knowlton
/s/ Charles M. Lillis* Director
- --------------------------
Charles M. Lillis
/s/ Harriet Perlmutter* Director
- --------------------------
Harriet Perlmutter
/s/ Carole F. St. Mark* Director
- --------------------------
Carole F. St. Mark
*Executed this 29th day of May, 1998, on behalf of the indicated Directors
by Michael W. Wright, duly appointed Attorney-in-Fact.
/s/ Michael W. Wright
--------------------------------
Michael W. Wright
Attorney-in-Fact
22
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
SUPERVALU INC.
Eden Prairie, Minnesota
We have audited the consolidated financial statements of SUPERVALU INC. (the
Company) and subsidiaries as of February 28, 1998 and February 22, 1997 and for
each of the three years in the period ended February 28, 1998 and have issued
our report thereon dated April 6, 1998. Such financial statements and report are
included in your 1998 Annual Report to Stockholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of
SUPERVALU INC. and subsidiaries, listed in Item 14. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 6, 1998
23
SUPERVALU INC. AND SUBSIDIARIES
SCHEDULE VIII - Valuation and Qualifying Accounts
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------------- ------------ ------------- ----------- -------------
Balance at Charged Balance at
beginning to costs end
Description of year and expenses Deductions of year
- ---------------------------------- ------------ ------------- ----------- -------------
Allowance for doubtful accounts:
Year ended:
February 28, 1998 $17,806,000 5,791,000 10,182,000 (A) $13,415,000
February 22, 1997 22,064,000 8,851,000 13,109,000 (A) 17,806,000
February 24, 1996 29,268,000 2,269,000 9,473,000 (A) 22,064,000
(A) Balance consists of accounts determined to be uncollectible
and charged against reserves, net of collection on accounts
previously charged off.
24
EXHIBIT INDEX
-------------
SUPERVALU INC.
ANNUAL REPORT ON FORM 10-K
EXHIBIT NUMBER EXHIBIT
- -------------- -------
*(3)(i) Restated Certificate of Incorporation.
*(3)(ii) Bylaws, as amended.
*(4)a. Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee, relating to certain
outstanding debt securities of the Registrant.
*(4)b. First Supplemental Indenture dated as of August 1, 1990 between
the Registrant and Bankers Trust Company, as Trustee, to
Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee.
*(4)c. Second Supplemental Indenture dated as of October 1, 1992 between
the Registrant and Bankers Trust Company, as Trustee, to
Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee.
*(4)d. Letter of Representations dated November 12, 1992 between the
Registrant, Bankers Trust Company, as Trustee, and The Depository
Trust Company relating to certain outstanding debt securities of
the Registrant.
*(4)e. Third Supplemental Indenture dated as of September 1, 1995
between the Registrant and Bankers Trust Company, as Trustee, to
Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee.
*(4)f. Credit Agreement dated as of October 8, 1997 among the
Registrant, the Lenders named therein and Bankers Trust Company,
as Agent.
*(4)g. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent.
(10)a. SUPERVALU INC. 1993 Stock Plan, as amended.
*(10)b. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as amended.
*(10)c. SUPERVALU INC. Executive Incentive Bonus Plan.
*(10)d. SUPERVALU INC. Directors Deferred Compensation Plan for
Non-Employee Directors, as amended.
*(10)e. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.
*(10)f. SUPERVALU INC. 1989 Stock Appreciation Rights Plan.
*(10)g. SUPERVALU INC. ERISA Excess Plan Restatement.
*(10)h. SUPERVALU INC. Deferred Compensation Plan.
1
*(10)i. SUPERVALU INC. Executive Deferred Compensation Plan as amended
and Executive Deferred Compensation Plan II.
*(10)j. Amendments to the SUPERVALU INC. Deferred Compensation Plan and
the SUPERVALU INC. Executive Deferred Compensation Plan II.
*(10)k. Form of Agreement used in connection with Registrant's Executive
Post-Retirement Survivor Benefit Program.
*(10)l. Forms of Change of Control Severance Agreements entered into with
certain officers of the Registrant.
*(10)m. SUPERVALU INC. Agreement and Plans Trust dated as of November 14,
1988.
*(10)n. First Amendment (dated May 7, 1991) to SUPERVALU INC. Agreement
and Plans Trust dated as of November 14, 1988.
*(10)o. SUPERVALU INC. Directors Retirement Program, as amended.
*(10)p. SUPERVALU INC. Non-Qualified Supplemental Executive Retirement
Plan.
*(10)q. First Amendment to SUPERVALU INC. Non-Qualified Supplemental
Executive Retirement Plan.
(10)r. Second Amendment to SUPERVALU INC. Non-Qualified Supplemental
Executive Retirement Plan.
*(10)s. SUPERVALU INC. Long-Term Incentive Plan, as amended.
*(10)t. SUPERVALU INC. Bonus Plan for Designated Corporate Officers.
*(10)u. SUPERVALU INC. Non-Employee Directors Deferred Stock Plan, as
amended.
*(10)v. SUPERVALU INC. 1997 Stock Plan.
*(10)w. Separation Agreement and General Release dated November 1, 1996
between Phillip A. Dabill and SUPERVALU INC.
*(10)x. Separation Agreement and General Release dated February 26, 1997
between Laurence Anderson and SUPERVALU INC.
*(10)y. Separation Agreement and General Release dated July 11, 1997
between Jeffrey C. Girard and SUPERVALU INC.
(12) Ratio of Earnings to Fixed Charges.
(13) Portions of 1998 Annual Report to Stockholders of Registrant.
*(16) Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission dated May 8, 1998.
(21) Subsidiaries of the Registrant.
2
(23) Consent of Independent Auditors.
(24) Power of Attorney.
(27)a. Financial Data Schedule.
(27)b. Restated Financial Data Schedule.
(27)c. Restated Financial Data Schedule.
(99.1) Cautionary Statements pursuant to the Securities Litigation
Reform Act.
- -----------------
* Incorporated by Reference
3