F
iscal 2005 Annual Report
Retail
SUPERVALU’s well-rounded portfolio of grocery retail
offerings—ranging from extreme value to price impact
to full-service—gives us the flexibility to serve a given
geographic market with store formats that fully address
local demand. We empower our local operations to
create successful local merchandising programs while
supporting them with the kinds of tools and expertise
only a company with SUPERVALU’s size and scope
can offer. Our stores are working every day to serve our
customers—and communities—better than anyone
else can. Consumers are responding to that pledge
daily—more than 10 million people shop our stores
each week.
Fiscal 2005 Retail highlights
• Maintained an aggressive building and remodeling
campaign to achieve a critical competitive edge—
85 percent of all Corporate Retail stores are new or
newly remodeled in the past seven years.
• Completed the conversion of more than one-third of
all Save-A-Lot stores to a combination extreme-value
food and single-price-point general merchandise
format.
• Leveraged SUPERVALU’s scope and purchasing
power to create national promotional opportunities
in support of aggressive local merchandising efforts.
Supply Chain Services
SUPERVALU is constantly responding to the evolving
supply chain demands of an increasingly diversified
marketplace. Retailers tap SUPERVALU’s traditional
core expertise in buying, category management,
logistics, transportation and technology to create more
efficient, cost-effective operations. Companies seeking
proven third-party logistics solutions draw on
SUPERVALU’s expanded supply chain capabilities to do
anything from transport a single load or outsource
entire parts of their supply chain operations.
Fiscal 2005 Supply Chain highlights
• Acquired Total Logistic Control (TLC), a leading
third-party supply chain services provider.
• Expanded SVHarbor, SUPERVALU’s Web-enabled
business-to-business portal, to better support product
manufacturer and supplier efficiencies.
• Launched W. Newell & Co., a revolutionary produce
business that will provide Midwestern retailers with
superior product selection, quality and service.
135 years of fresh thinking—that’s at the core of SUPERVALU’s approach to an ever-changing market. Combining
our long history of supply chain and grocery retail innovation with our established expertise, we have created a
unique blend of capabilities and a highly complementary business model that continue to unlock new opportunities.
SUPERVALU is:
• A leading U.S. grocery retailer
• The largest publicly held food wholesaler
in the United States
• A Fortune 500 Company
• A Fortune Most Admired Company
• A Forbes Platinum 400 Company
• A Fortune Global 500 Company
• One of Minnesota’s top public companies
• A Mergent Dividend Achiever, recognizing
consistent dividend payments to shareholders
for more than 60 years
Dear Shareholder:
Fresh thinking. The tradition of innovation it inspires has
guided SUPERVALU for well beyond a century. This year, we
celebrate our 135th year in business. In this spirit of celebration,
historical accomplishment and future promise, I’m proud to
report that SUPERVALU’s business operations delivered another
very good year in fiscal 2005.
During fiscal 2005, SUPERVALU made significant
progress across all of our operations and further strengthened our
financial condition. We also took some bold steps, forging ahead
with several initiatives that will help set the table for the
company’s next phase of growth as we head into fiscal 2006 and
beyond.
As always, a number of macro factors, both economic and industry-related, impacted our
industry and put our strategic and operating discipline to the test. Fuel prices continued to hit
new highs, impacting our customers’ outlook, their budgets, and the mix of items purchased.
Food inflation also continued to increase across most product categories, with the largest
increases for the year occurring in perishable categories such as meat, dairy, bakery and deli.
Against this backdrop, SUPERVALU kept its strategic focus and fiscal discipline,
delivering another strong year. In fiscal 2005, we reported:
• Sales of $19.5 billion
• Net earnings of $385.8 million
• Diluted earnings per share of $2.71
• Debt-to-capital ratio of 40.1 percent
In fact, fiscal 2005 produced a triple play. SUPERVALU generated a net earnings record
of $385.8 million, including $68.3 million from the sale of the company’s minority interest in
West Coast retailer WinCo Foods, Inc. SUPERVALU also delivered double-digit diluted
earnings per share growth of 35 percent or 16 percent after eliminating the gain on the sale of
WinCo and fiscal 2004’s extra week of results. And we reduced our debt-to-capital ratio to
approximately 40 percent—the lowest in more than a decade.
Key Accomplishments
The company’s performance in 2005 benefited from several key initiatives designed to
further enhance the viability of our retail offerings and drive efficiency in our supply chain
business.
In retail, improving the strength of our retail fleet was a central theme in fiscal 2005 and
our activity largely focused on an aggressive program of store remodels and merchandising
innovation. Our commitment to remodeling our corporate retail network is virtually complete
and enabled many merchandising programs both banner-specific and broad-based across
corporate retail. We completed approximately 30 remodels during fiscal 2005 and, as of the
end of fiscal 2005, approximately 85 percent of our corporate retail stores are either new or
newly remodeled. Our remodeling activity, combined with our excellent local merchandising
programs, positions us to better serve our customers and meet competitive challenges.
At Save-A-Lot, our fastest-growing retail format, we moved ahead with 62 net new store
openings and our store conversion program that blends general merchandise with our full
grocery offering. We completed the year with 466 combination stores—including licensees—
within our 1,287 Save-A-Lot store network, more than doubling fiscal 2004’s number. This
combination format now represents approximately 36 percent of all stores.
SUPERVALU’s supply chain business also made meaningful progress in fiscal 2005,
leveraging concentrated volumes, driving further labor and cost efficiencies, and managing
inventory levels. Despite overall revenue decline in distribution, primarily from previously
announced customer attrition, we achieved new business growth of five percent in fiscal 2005.
And, our comprehensive range of services for the independent grocery retailer—from category
management, center-store strategy, and private-label product programs to our industry-leading
SVHarbor business-to-business tool—continues to differentiate our offerings and underscore
our value as a supplier.
During fiscal 2005, we made a high-profile step to extend our position in the non-asset
based supply chain services industry known as third-party logistics (3PL)—a move that’s
integral to the future of our supply chain business. SUPERVALU’s acquisition of Total
Logistics gives us critical mass in the fast-growing 3PL arena. 3PL services allow companies
to focus on their core competencies—in manufacturing, marketing or retailing—yet realize
best-in-class supply chain efficiencies. 3PL clients typically own their distribution assets, such
as warehouses, trucks and other equipment, while Total Logistics supplies the know-how,
people and technology. We’re optimistic about the long-term potential for our 3PL efforts and
its ability to enrich and broaden our overall distribution services business.
We also launched a new produce business, aptly named W. Newell & Co. after our
founders. A new, 155,000 square-foot facility in Illinois, scheduled to open in August, will
support a dedicated specialized sales and service organization. Speed-to-shelf is the most
critical aspect when it comes to highly perishable produce. We intend to leverage our
expertise in produce to perfect the produce supply chain, significantly reducing the amount of
time it takes for produce to reach the case and, thereby, increasing the freshness and variety of
our produce offerings. Today, there is no national produce provider. Our vision is that W.
Newell & Co. can be that provider.
All of our business strategies across SUPERVALU are part of an integrated effort to
drive toward our financial goals. In fiscal 2005, we continued to strengthen our financial
condition. We maintained our prudence in capital spending, with fiscal 2005 spending at
$325.7 million. As in previous years, our capital spending primarily supports retail store
2
expansion, remodeling activity and technology enhancements. SUPERVALU also continued
to reduce debt levels during the year. The strength of our business operating cash flow and
prudent capital spending provides us with the financial flexibility to invest for future growth.
Business Outlook
During fiscal 2006, we’ll build upon our core strategies by forging ahead with a number
of programs that represent SUPERVALU’s next-generation approach to the market.
• We’ll further sharpen our regional retail excellence across multiple banners.
Our regional banner growth plan calls for approximately 10 to 12 new stores
and approximately 40 major and minor store remodels.
• Our growth plan for Save-A-Lot will remain robust. Our fiscal 2006 plans call
for approximately 90 to 110 new extreme value food combination stores,
including licensees, and approximately 100 extreme-value combination store
conversions.
• The acquisition of Total Logistics provides us with the path to branch out into
larger supply chain business opportunities, both within and beyond grocery
retail. With Total Logistics as a platform, we can now aggressively build our
presence in the 3PL arena.
• W. Newell & Co., our new produce company, provides a tremendous business
opportunity that we hope to leverage for our own retail operations, our Midwest
independent grocery retail customers, and new customers. Ultimately, we hope
to take W. Newell & Co. nationwide.
• Lastly, we will remain focused on our financial goals and prudent capital
spending. Having achieved our previous long-term return-on-invested-capital
goal of 15 percent, we are setting a new long-term goal of 18 percent.
We are confident that SUPERVALU is deploying the best short-term and long-term
strategies aimed at the highly dynamic retail environment, the evolving needs of the grocery
channel, and the improvement in our financial metrics.
Jeff Noddle
Chairman and Chief Executive Officer
3
Our mission at SUPERVALU always will be to serve our customers better than
anyone else could serve them. We will provide our customers with value through our products
and services, committing ourselves to providing the quality, variety and convenience they expect.
Our success requires us to trust in our employees, respect their individual contributions and
make a commitment to their continued development. This environment will allow us to attract
the best people and provide opportunities through which they can achieve personal and
professional satisfaction.
Our commitment is to support the communities in which our employees and customers live and
work. We will use our time and resources to preserve our role as a partner, neighbor and friend.
Our responsibility to our investors is clear—continuous profit growth while ensuring our future
success. SUPERVALU will prosper through a balance of innovation and good business
decisions that enhances our operations and creates superior value for our customers.
By pursuing these goals, SUPERVALU will continue to build on our foundation as a world-class
retailer and distributor that values long-standing ties with its constituents, and conducts its
business with integrity and ethics. We will continue to foster strong relationships with the
diverse people and organizations with whom we work. Through open communication with our
customers, employees, communities and shareholders, we will adapt to changing times while
holding true to the fundamentals that support both our growth and stability.
We shall pursue our mission with a passion for what we do and a focus on priorities that will truly
make a difference in our future.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 26, 2005
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
incorporation or organization)
(I.R.S. Employer
Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota
(Address of principal executive offices)
55344
(Zip Code)
Registrant’s telephone number, including area code: (952) 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 per share New York Stock Exchange
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 È No ‘
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. È
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes È No ‘
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 11, 2004
was approximately $3,603,630,697 (based upon the closing price of Registrant’s Common Stock on the New
York Stock Exchange on September 10, 2004).
Number of shares of $1.00 par value Common Stock outstanding as of April 29, 2005: 136,085,323.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant’s definitive Proxy Statement filed for the Registrant’s 2005 Annual Meeting of
Stockholders are incorporated by reference into Part III, as specifically set forth in Part III.
PART I
ITEM 1. BUSINESS
General Development
SUPERVALU is one of the largest companies in the United States grocery channel. SUPERVALU conducts
its retail operations under three retail food store formats: extreme value stores primarily under the retail banner
Save-A-Lot; price superstores, under the regional retail banners of Cub Foods, Shop ‘n Save, Shoppers Food &
Pharmacy and bigg’s; and supermarkets, under the regional retail banners of Farm Fresh, Scott’s and
Hornbacher’s. As of the close of the fiscal year, the company conducted its retail operations through 1,549 stores,
including 879 licensed extreme value stores. SUPERVALU also provides food distribution and related logistics
support services across the United States retail grocery channel. As of the close of the fiscal year, the company
served as the primary grocery supplier to approximately 2,300 retail food stores in 48 states, in addition to its
own regional banner store network, and as a secondary supplier to approximately 700 stores.
SUPERVALU is focused on retail growth through targeted new store development, remodel activities, licensee
growth and acquisitions. During fiscal 2005, the company added 66 net new stores through new store development.
The company’s plans also include leveraging its distribution operations by providing logistics and service solutions
through an increasingly efficient supply chain, which should allow it to affiliate new independent customers.
On February 7, 2005, the company completed its acquisition of Total Logistics, Inc. (Total Logistics), a
national provider of integrated third-party logistics services. The aggregate transaction value was approximately
$234 million, including assumed debt and direct costs related to the acquisition. The company expects the
acquisition to be slightly accretive to fiscal year 2006 earnings. The Total Logistics acquisition also included its
Zero Zone subsidiary, a manufacturer of refrigeration cases and systems, which will be divested in fiscal 2006 as
it is non-core to the company’s food retail and supply chain service businesses.
On April 1, 2004 the company sold its minority interest in WinCo Foods, Inc. (WinCo), a privately-held
regional grocery chain that operates stores primarily in the northwestern United States, for approximately $150
million in net after-tax cash proceeds. The impact of this transaction to fiscal 2005 results was to reduce net
earnings by approximately $0.10 per basic share or $0.09 per diluted share, reflecting the elimination of WinCo’s
non-cash equity in earnings, and to increase net earnings by approximately $0.51 per basic share or $0.47 per
diluted share for the one-time after-tax gain on the sale.
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: 952-828-4000). Unless the discussion in this Annual
Report on Form 10-K indicates otherwise, all references to the “company,” “SUPERVALU” or “Registrant”
relate to SUPERVALU INC. and its majority-owned subsidiaries.
The company makes available free of charge at its internet website (www.supervalu.com) its annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as
reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange
Commission (the “SEC”). Information on the company’s website is not deemed to be incorporated by reference
into this Annual Report on Form 10-K. The company will also provide its SEC filings free of charge upon
written request to the Corporate Secretary, SUPERVALU INC., P.O. Box 990, Minneapolis, MN 55440.
Additional description of the company’s business is found in Part II, Item 7 of this report.
Financial Information About Reportable Segments
The company’s business is classified by management into two reportable segments: Retail food and food
distribution. Retail food operations include three retail food store formats: extreme value stores, regional price
2
superstores and regional supermarkets. The retail operations include results of food stores owned and results of
sales to extreme value stores licensed by the company. Food distribution operations include results of sales to
affiliated food stores, mass merchants and other customers, and the results of other third party logistics
arrangements. Management utilizes more than one measurement and multiple views of data to assess segment
performance and to allocate resources to the segments. However, the dominant measurements are consistent with
the consolidated financial statements. The financial information concerning the company’s operations by
reportable segment for the years ended February 26, 2005, February 28, 2004 and February 22, 2003 is contained
on page F-7.
Retail Food Operations
Overview. At February 26, 2005, the company conducted its retail food operations through a total of
1,549 retail stores, including 879 licensed extreme value stores. Its principal retail food formats include extreme
value stores, regional price superstores and regional supermarkets. These diverse formats enable the company to
operate in a variety of markets under widely differing competitive circumstances. Based on revenues, the
company was the eighth largest grocery retailer in the United States as of February 26, 2005. In fiscal 2006, the
company anticipates opening approximately 90 to 110 new extreme value stores, including licensed sites, and 10
to 12 regional banner stores and continuing its store remodeling program.
Extreme Value Stores. The company operates extreme value stores primarily under the Save-A-Lot
banner. Save-A-Lot holds the number one market position, based on revenues, in the extreme value grocery-
retailing sector. Save-A-Lot food stores typically are approximately 15,000 square feet in size, and stock
approximately 1,250 high volume food items generally in a single size for each product sold, as well as a limited
offering of general merchandise items. At a Save-A-Lot store, the majority of the food products offered for sale
are custom branded products. The specifications for the Save-A-Lot custom branded product emphasize quality
and characteristics that the company believes are comparable to national brands. The company’s attention to the
packaging of Save-A-Lot products has resulted in the company registering a number of its custom labels.
At fiscal year end, there were 1,287 extreme value stores, including 466 combination food and general
merchandise stores, located in 39 states of which 879 were licensed. These stores are supplied from 16 dedicated
distribution centers.
Price Superstores. The company’s price superstores hold the number one, two or three market position in
most of their markets. The price superstore focus is on providing every day low prices and product selection
across all departments. Most of the company’s price superstores offer traditional dry grocery departments, along
with strong perishable departments and pharmacies. Price superstores carry over 45,000 items and generally
range in size from 45,000 to 100,000 square feet with an average size of approximately 64,000 square feet.
At fiscal year end, the company owned and operated 202 price superstores under the Cub Foods, Shop ’n
Save, Shoppers Food & Pharmacy and bigg’s banners in 12 states; an additional 31 stores were franchised to
independent retailers under the Cub Foods banner. In-store pharmacies are operated in 183 of the price
superstores.
The owned Cub Food stores operate primarily in the Minneapolis/St. Paul and Chicago markets; Shop ’n
Save operates primarily in the St. Louis and Pittsburgh markets; Shoppers Food & Pharmacy operates in the
Washington D.C. and Baltimore markets; and bigg’s operates primarily in the Cincinnati market.
Supermarkets. The company’s traditional supermarkets hold leading market positions in their principal
markets. This format combines a grocery store that offers traditional dry grocery and fresh food departments, and
a variety of specialty departments that may include floral, seafood, expanded health and beauty care, video rental,
cosmetics, delicatessen, bakery, photo finishing, liquor, as well as an in-store bank and a traditional drug store
that includes a pharmacy. A typical supermarket carries approximately 32,000 items and generally ranges in size
from 30,000 to 65,000 square feet with an average size of approximately 50,000 square feet.
3
At fiscal year end, the company operated 60 supermarkets under the Farm Fresh, Scott’s and Hornbacher’s
banners in five states. The Farm Fresh stores operate primarily in the Virginia Beach, Virginia market; the
Scott’s stores operate in the Fort Wayne, Indiana market; and the Hornbacher’s stores operate in the Fargo, North
Dakota market. In-store pharmacies are operated in 30 of the supermarkets.
Food Distribution Operations
Overview. SUPERVALU provides logistics and service solutions to retailers for food and non-food
products and is the largest public company food wholesaler in the nation. At February 26, 2005, the company
was affiliated with approximately 2,300 stores as their primary supplier, excluding the company’s own regional
banner store network, and approximately 700 additional stores as a secondary supplier. SUPERVALU’s
customers include single and multiple grocery store independent operators, regional and national chains, mass
merchants and the military. Such customers are located in 48 states, and range in size from small convenience
stores to 200,000 square foot supercenters. SUPERVALU also manages distribution centers and manages
dedicated and third party transportation networks for customers of its third party logistics business.
Products Supplied. The company offers and supplies its distribution customers with a wide variety and
selection of food and non-food products, including groceries, meats, dairy products, frozen foods, deli, bakery,
fresh fruits and vegetables, health and beauty aids, general merchandise, seasonal items and tobacco products.
Such products include national and regional brands, the company’s own lines of private label products and the
private label products of its independent customers. 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. SUPERVALU offers two tiers of private label products to its customers: first quality products under
such private labels as CUB, FLAVORITE, HOMEBEST, IGA, RICHFOOD, SHOP ’N SAVE, SUPERCHILL,
HEALTHY GENERATIONS, DAILY SOURCE, NUTRIPLAN and CHEF’S CIRCLE; and economy products
under the private label of SHOPPERS VALUE. SUPERVALU supplies private label merchandise over a broad
range of products in the majority of departments in the store. These products are produced to the company’s
specifications by many suppliers.
Logistics Network. The company has established a network of strategically located distribution centers
utilizing a multi-tiered logistics system. The network includes facilities that carry slow turn or fast turn groceries,
perishables, general merchandise and health and beauty care products. The network comprises 24 distribution
facilities. The company believes that its multi-tiered distribution network increases buying scale, improves
operating efficiencies and lowers costs of operations. The company is continuing to work on business initiatives
that will deliver lower costs of operations. Deliveries to retail stores are made from the company’s distribution
centers by company-owned trucks, third party independent trucking companies or customer-owned trucks. In
addition, the company provides certain facilitative services between its independent retailers and vendors related
to products that are delivered directly by suppliers to retail stores under programs established by the company.
These services include sourcing, invoicing and payment services.
Third Party Logistics. The company also offers third party logistics solutions through its Total Logistics
subsidiary, which was acquired in February 2005, and its Advantage Logistics operation, which was formed in
2002. The company is merging most of its Advantage Logistics business into Total Logistics. The combination
of these operations provides customers with a suite of logistics services, including warehouse management,
transportation, procurement, contract manufacturing and logistics engineering and management services.
Trademarks
The company offers some customers the opportunity to franchise a concept or license a service mark. 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 service marks such as CUB FOODS, SAVE-A-LOT, SENTRY, FESTIVAL FOODS,
4
COUNTY MARKET, SHOP ’N SAVE, NEWMARKET, IGA, FOODLAND, JUBILEE, SUPERVALU and
SUPERVALU PHARMACIES. The company registers a substantial number of its trademarks/service marks in
the United States Patent and Trademark Office, including many of its private label product trademarks and
service marks. See “Retail Food Operations—Extreme Value Stores” and “Food Distribution Operations—
Products Supplied” for further information. U.S. trademark and service mark registrations are generally for a
term of 10 years, renewable every 10 years as long as the trademark is used in the regular course of trade. The
company considers certain of its trademarks and service marks to be of material importance to its retail food and
food distribution business and actively defends and enforces such trademarks and service marks.
Competition
The company’s retail food and food distribution businesses are highly competitive. The company believes
that the success of its retail food and food distribution businesses are dependent upon the ability of the
company’s retail food operations, and the retail food stores with whom it is affiliated as a supplier, to compete
successfully with other retail food stores. Principal competition comes from regional and national chains
operating under a variety of formats that devote square footage to selling food (i.e. supercenters, supermarkets,
extreme value stores, membership warehouse clubs, dollar stores, drug stores, convenience stores, various
formats selling prepared foods, and other specialty and discount retailers), as well as from independent food store
operators. The company believes that the principal competitive factors that face its owned stores, as well as the
stores owned by retailers it supplies, include the location and image of the store; the price, quality and variety of
products; and the quality and consistency of service.
The food distribution business competes directly with a number of food wholesalers. The company believes
it competes in this supply chain on the basis of product price, quality and assortment, schedule and reliability of
deliveries, the range and quality of services provided, service fees, and the location of distribution facilities. The
company’s third party logistics business competes nationwide in a highly fragmented market place which
includes a number of large international and domestic companies, as well as with many smaller, more regional
competitors. The company believes that it competes in this business on the basis of warehousing and
transportation logistics expertise, cost, and the ability to offer both asset and non-asset based solutions as well as
to design and manage a customer’s entire supply chain.
Employees
At February 26, 2005, the company had approximately 56,000 employees. Approximately 23,000
employees are covered by collective bargaining agreements. During fiscal 2005, 17 collective bargaining
agreements covering approximately 13,000 employees were re-negotiated. In fiscal 2006, 28 collective
bargaining agreements covering approximately 7,500 employees will expire. The company believes that it has
generally good relations with its employees.
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ITEM 2. PROPERTIES
Retail Food Operations
The following table is a summary of the corporate retail stores operated by the company under its principal
retail formats as of February 26, 2005:
Retail Format Banner
Location and Number
of Corporate Stores
Square
Footage
Owned
(Approximate)
Square
Footage
Leased
(Approximate)
ExtremeValue
Stores
Save-A-Lot1 Alabama (1), Arkansas (1), California (17),
Connecticut (5), Delaware (6), Florida (72),
Georgia (17), Illinois (17), Louisiana (10),
Maryland (11), Massachusetts (7), Mississippi
(4), Missouri (10), New Jersey (10), New York
(6), Ohio (31), Pennsylvania (24), Rhode
Island (3), South Carolina (3), Tennessee (5),
Vermont (1), Virginia (8), Wisconsin (2)
465,000 3,684,000
Deals Alabama (3), Arkansas (5), Georgia (3),
Illinois (22), Indiana (13), Iowa (2), Kansas
(6), Kentucky (11), Michigan (1), Missouri
(28), Ohio (31), Oklahoma (3), Pennsylvania
(2), Tennessee (5), West Virginia (1),
Wisconsin (1)
— 1,473,000
Save-A-Lot
Distribution
Centers
California (1), Florida (1), Georgia (1), Illinois
(1), Indiana (1), Kentucky (1), Louisiana (1),
Maryland (1), Michigan (1), Missouri (1), New
York (1), Ohio (2), Tennessee (1), Texas (1),
Wisconsin (1)
3,013,000 1,795,000
Price Superstores Cub Foods2 Illinois (29), Iowa (3), Minnesota (35),
Wisconsin (9)
2,547,000 2,789,000
Shoppers
Food &
Pharmacy
Delaware (1) Maryland (37), Virginia (21) — 3,271,000
Shop ’n Save Illinois (14), Missouri (22), Pennsylvania (19) 471,000 2,465,000
bigg’s Indiana (1), Kentucky (1), Ohio (10) 158,000 1,225,000
Supermarkets Farm Fresh North Carolina (1), Virginia (36) — 1,773,000
Scott’s Indiana (18) 293,000 680,000
Hornbacher’s Minnesota (1), North Dakota (4) 107,000 113,000
1 Excludes 879 Save-A-Lot stores that are licensed by independent retailers.
2 Excludes 31 Cub Foods stores that are franchised by independent retailers.
The extreme value stores that are leased by the company generally have terms of 5 to 10 years plus renewal
options. The price superstores and supermarkets that are leased by the company generally have terms of 15 to 25
years plus renewal options.
6
Food Distribution Operations
The following table is a summary of the company’s principal distribution centers and office space utilized in
the company’s food distribution operations as of February 26, 2005:
Region Location and Number of Distribution Centers
Square
Footage
Owned
(Approximate)
Square
Footage
Leased
(Approximate)
Central Region Indiana (1), Ohio (1), Pennsylvania (2), West Virginia (1) 2,159,000 372,000
Midwest Region Illinois (2), Missouri (1), Texas (1), Wisconsin (2) 2,394,000 913,000
Northern Region Minnesota (1), North Dakota (2) 2,132,000 90,000
Northwest Region Montana (1), Washington (2) 1,514,000 —
Southeast Region Alabama (2), Florida (1), Mississippi (1) 1,528,000 473,000
Eastern Region Maryland (1), Pennsylvania (1), Virginia (1) 1,145,000 926,000
Additional Property
The company’s principal executive offices are located in an 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 site of 140 acres owned by the company. Other facilities allocated for corporate use
include approximately 189,000 square feet of leased office space located in Chanhassen, Minnesota, 53,000
square feet of owned office space located in Stillwater, Minnesota and 35,000 square feet of leased office space
in Denver, Colorado.
Additional information on the company’s properties can be found on pages F-24 through F-26 in the Leases
note in the accompanying Notes to Consolidated Financial Statements. Management of the company believes its
physical facilities and equipment are adequate for the company’s present needs and businesses.
ITEM 3. LEGAL PROCEEDINGS
The company is a party to various legal proceedings arising from the normal course of business activities,
none of which, in management’s opinion, is expected to have a material adverse impact on the company’s
consolidated statement of earnings or consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There was no matter submitted during the fourth quarter of fiscal year 2005 to a vote of the security holders
of the Registrant.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, REGISTRANT PURCHASES
OF EQUITY SECURITIES, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The company’s common stock is listed on the New York Stock Exchange under the symbol SVU. As of
April 29, 2005, there were 136,085,323 shares of common stock outstanding. At that date, there were 6,485
stockholders of record, excluding individual participants in security position listings. The information called for
by Item 5 as to the sales price for the company’s common stock on a quarterly basis during the last two fiscal
years and dividend information is found under the heading “Common Stock Price” in Part II, Item 7 of this
report. The following table sets forth the registrant’s purchase of equity securities for the periods indicated:
Period (1)
Total Number
of Shares
Purchased (2)
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of
Publicly
Announced
Treasury Stock
Purchase
Program (3)
Maximum Number
of Shares that May
Yet be Purchased
Under the
Treasury Stock
Purchase
Program (3)
First four weeks
December 5, 2004 to January 1, 2005 10,292 $33.99 — 4,588,300
Second four weeks
January 2, 2005 to January 29, 2005 121,936 $32.39 — 4,588,300
Third four weeks
January 30, 2005 to February 26, 2005 134,320 $32.67 — 4,588,300
Totals 266,548 $32.60 — 4,588,300
(1) The reported periods conform to the company’s fiscal calendar composed of thirteen 28-day periods. The
fourth quarter of fiscal 2005 contains three 28-day periods.
(2) These amounts include the deemed surrender by participants in the company’s compensatory stock plans of
266,548 shares of previously issued common stock in payment of the purchase price for shares acquired
pursuant to the exercise of stock options and satisfaction of tax obligations arising from such exercises as
well as from the vesting of restricted stock granted under such plans.
(3) On May 26, 2004, the company announced a treasury stock purchase program authorized by the Board of
Directors to repurchase up to 5,000,000 shares of the company’s common stock to offset the issuance of
shares over time under the company’s employee benefit plans. As of February 26, 2005, 4,588,300 shares
remained available for purchase under that program.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by Item 6 is found within the Five Year Financial and Operating Summary on
page F-2.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
SUPERVALU is one of the largest grocery companies in the United States. We operate within two selling
businesses in the grocery food industry, grocery retail and food distribution. At February 26, 2005, we conducted
our retail operations through a total of 1,549 stores of which 879 are licensed locations. Principal formats include
extreme value stores, regional price superstores and regional supermarkets. Our food distribution operations
8
network spans 48 states and we serve as primary grocery supplier to approximately 2,300 stores, in addition to
our own regional banner store network, as well as serving as secondary grocery supplier to approximately 700
stores. Based on revenues today, we would be ranked as the largest extreme value food retailer, eighth largest
grocery retailer, and largest public company food wholesaler in the United States.
The grocery food industry can be characterized as one of consolidation and rationalization. The grocery
industry also continues to experience store saturation driven primarily by increases in square footage devoted to
food in supercenters, club stores, mass merchandisers, dollar stores, drug stores and other alternate formats as
well as organic growth by traditional supermarket operators. As a result, same-store sales growth for the industry
has been soft, pressuring profitability levels in the industry as operating costs rise at a rate faster than sales
growth. We expect this industry environment to continue for the foreseeable future. In fiscal 2006, we anticipate
same store sales growth of approximately one percent.
The grocery industry is also affected by the general economic environment and its impact on consumer
spending behavior. We would characterize fiscal 2005 as a year with modest economic growth with relatively
normal levels of consumer spending and product cost inflation. For fiscal 2006, we expect consumer spending to
be pressured by higher fuel prices and modest food inflation.
In fiscal 2005, most businesses, including the labor intensive grocery industry, were again impacted by
another year of rising health care and pension costs. Although the rate of increase moderated in fiscal 2005, these
rising costs impacted the overall profitability levels of the food industry and have become a pivotal issue in labor
negotiations for unionized employees who bargain for health and retirement benefits in addition to wages.
Approximately 41 percent of SUPERVALU’s employees are unionized. We did not experience any strikes
during fiscal 2005. Approximately 33 percent of our unionized workforce are represented by contracts that are up
for renewal in fiscal 2006.
All of these industry factors impact our food distribution customer base. As a result, we continue to
experience customer attrition in our food distribution operations. The attrition rate in fiscal 2005 was
approximately seven percent, which is above the historical range of approximately two percent to four percent,
due primarily to three large customer transitions to other suppliers during the year. For fiscal 2006, we anticipate
the attrition rate in this business will be in the upper end of that historical range.
All the above factors will continue to impact our industry and our company in fiscal 2006.
We believe we can be successful against this industry backdrop with our regional retail formats that focus
on local execution, merchandising, and consumer knowledge. In addition, our operations will benefit from our
efficient and low-cost supply chain and economies of scale as we leverage our retail and distribution operations.
Save-A-Lot, our extreme value format, has nationwide potential, and currently operates in 39 states. In fiscal
2005 and in the future, the majority of our new extreme value food stores will be a type of combination store
offering both food and general merchandise. We plan to expand regional retail banner square footage through
selective new store growth in key markets where we have significant market share. In addition, we will
supplement regional retail store growth with continued focus on remodel activities. Given the life cycle maturity
of our distribution business with its inherent attrition rate, future growth in food distribution will be modest and
primarily achieved through serving new independent customers, net growth from existing customers and further
consolidation opportunities. Our recent acquisition of Total Logistics offers a new platform to participate in the
fast-growing logistics arena. We remain committed to streamlining our operations and improving our return on
invested capital through a variety of initiatives.
9
RESULTS OF OPERATIONS
Highlights of results of operations as reported and as a percent of net sales are as follows:
February 26,
2005
(52 weeks)
February 28,
2004
(53 weeks)
February 22,
2003
(52 weeks)
(In millions)
Net sales $19,543.2 100.0% $20,209.7 100.0% $19,160.4 100.0%
Cost of sales 16,681.5 85.4 17,372.4 85.9 16,567.4 86.5
Selling and administrative expenses 2,228.9 11.4 2,220.4 11.0 2,020.2 10.5
Gain on sale of WinCo Foods, Inc. (109.2) (0.6) — — — —
Restructure and other charges 26.4 0.1 15.5 0.1 2.9 —
Operating earnings $ 715.6 3.7 $ 601.4 3.0 $ 569.9 3.0
Interest expense 137.5 0.7 165.6 0.8 182.5 1.0
Interest income (22.7) (0.1) (19.1) (0.1) (20.6) (0.1)
Earnings before income taxes $ 600.8 3.1 $ 454.9 2.3 $ 408.0 2.1
Income tax expense 215.0 1.1 174.8 0.9 151.0 0.8
Net earnings $ 385.8 2.0% $ 280.1 1.4% $ 257.0 1.3%
Comparison of fifty-two weeks ended February 26, 2005 (fiscal 2005) with fifty-three weeks ended
February 28, 2004 (fiscal 2004):
In fiscal 2005, the company achieved net sales of $19.5 billion compared with $20.2 billion last year. Net
earnings for fiscal 2005 were $385.8 million, basic earnings per share were $2.86 and diluted earnings per share
were $2.71 compared with net earnings of $280.1 million, basic earnings per share of $2.09 and diluted earnings
per share of $2.01 last year. Results for fiscal 2005 include a net after-tax gain on the sale of the company’s
minority interest in WinCo of $68.3 million or $0.51 basic earnings per share and $0.47 diluted earnings per
share. On February 7, 2005, the company completed the acquisition of Total Logistics and its results are
immaterial to fiscal 2005.
Fiscal 2004 was a 53 week fiscal year, resulting in an extra week in the fourth quarter, which generated
approximately $360.0 million in net sales and contributed approximately $.07 to basic and diluted earnings per
share. Fiscal 2004 operating results include the impact of the asset exchange with C&S Wholesale Grocers (Asset
Exchange), the sale and closure of the company’s Denver based operations that included nine retail stores and a
food distribution facility (Denver Disposition) and in St. Louis, where we operate 21 regional supermarkets, we
experienced a 28-day strike in fiscal 2004 (St. Louis Strike).
Net Sales
Net sales for fiscal 2005 were $19.5 billion compared with $20.2 billion last year, a decrease of $0.7 million
or 3.3 percent from last year. Retail food sales were 54.0 percent of net sales for fiscal 2005 compared with 52.2
percent last year. Food distribution sales were 46.0 percent of net sales for fiscal 2005 compared with 47.8
percent last year.
Retail food sales for fiscal 2005 were $10.5 billion, flat compared to last year, primarily reflecting net new
store and same store sales growth, which was fully offset by the absence of last year’s extra week of
approximately $0.2 billion. Fiscal 2005 same store retail sales, defined as stores operating for four full quarters,
including store expansions, increased 0.3 percent.
Fiscal 2005 store activity, including licensed units, resulted in 104 new stores opened and 38 stores closed, for
a total of 1,549 stores at year end. Total square footage increased approximately 4.2 percent over the prior year.
10
Food distribution sales for fiscal 2005 were $9.0 billion compared with $9.7 billion last year, a decrease of
$0.7 billion. Food distribution sales decreased 6.9 percent compared with last year, reflecting new business
growth of approximately 5 percent, which was more than offset by customer attrition, last year’s Asset Exchange
and the absence of the extra week in last year, which accounted for approximately seven percent, three percent
and two percent, respectively.
Gross Profit
Gross profit (calculated as net sales less cost of sales), as a percent of net sales, was 14.6 percent for fiscal
2005 compared with 14.1 percent last year. The increase in gross profit, as a percent of net sales, primarily
reflects the growing proportion of our retail food business, which operates at a higher gross profit margin as a
percentage of net sales than does the food distribution business, benefits of retail merchandising execution and
customer mix and the benefit of volume throughput including labor productivity improvements in distribution.
Selling and Administrative Expenses
Selling and administrative expenses, as a percentage of net sales, were 11.4 percent for fiscal 2005
compared with 11.0 percent last year. The increase in selling and administrative expenses, as a percent of net
sales, primarily reflects the growing proportion of the company’s retail food business, which operates at a higher
selling and administrative expense as a percent of net sales than does the food distribution business.
Restructure and Other Charges
In fiscal 2005, the company incurred $26.4 million, or 0.1 percent of net sales, in pre-tax restructure and
other charges, consisting of $18.0 million for increased liabilities associated with employee benefit related costs
from previously exited food distribution facilities and $8.4 million for changes in estimates on exited real estate.
In fiscal 2004, the company incurred $15.5 million, or 0.1 percent of net sales in pre-tax restructure and other
charges, consisting of $7.0 million for changes in estimates on exited real estate for food distribution and $8.5
million for increased liabilities associated with employee benefit related costs from previously exited food
distribution facilities.
Operating Earnings
Operating earnings for fiscal 2005 increased 19.0 percent to $715.6 million compared with $601.4 million
last year, primarily reflecting the fiscal 2005 $109.2 million pre-tax gain on the sale of WinCo. Fiscal 2005
operating earnings include $26.4 million in pre-tax restructure and other charges. Fiscal 2004 operating earnings
include $15.5 million in pre-tax restructure and other charges. Retail food operating earnings for fiscal 2005
increased 0.5 percent to $446.3 million, or 4.2 percent of net sales, from last year’s operating earnings of $444.0
million, or 4.2 percent of net sales. The increase in retail food operating earnings primarily reflects the benefits of
retail merchandising execution, which offset the absence of last year’s extra week and WinCo earnings. Food
distribution operating earnings for fiscal 2005 increased 5.4 percent to $234.6 million, or 2.6 percent of net sales,
from last year’s operating earnings of $222.5 million, or 2.3 percent of net sales. The increase in food distribution
operating earnings primarily reflects customer mix and the benefit of volume throughput including labor
productivity improvements, which more than offset the absence of last year’s extra week.
Net Interest Expense
Net interest expense was $114.8 million in fiscal 2005 compared with $146.5 million last year. The decrease
primarily reflects lower borrowing levels.
Income Taxes
The overall effective tax rate was 35.8 percent and 38.4 percent in fiscal 2005 and fiscal 2004, respectively.
Last year’s effective tax rate reflects $7.6 million of taxes related to the Asset Exchange. In both fiscal 2005 and
fiscal 2004, the effective tax rate reflects the impact of net favorable tax settlements occurring in each year.
11
Net Earnings
Net earnings were $385.8 million, or $2.86 per basic share and $2.71 per diluted share, in fiscal 2005
compared with net earnings of $280.1 million, or $2.09 per basic share and $2.01 per diluted share last year.
Results for fiscal 2005 include a net after-tax gain on the sale of the company’s minority interest in WinCo of
$68.3 million or $0.51 basic earnings per share and $0.47 diluted earnings per share.
Weighted average basic shares increased to 135.0 million in fiscal 2005 compared to 134.0 million in fiscal
2004 and weighted average diluted shares increased to 144.9 million in fiscal 2005 compared with 143.2 million
shares last year, reflecting the net impact of stock option activity and shares repurchased under the treasury stock
program.
Comparison of fifty-three weeks ended February 28, 2004 (fiscal 2004) with fifty-two weeks ended
February 22, 2003 (fiscal 2003):
In fiscal 2004, the company achieved net sales of $20.2 billion compared with $19.2 billion in fiscal 2003.
Net earnings for fiscal 2004 were $280.1 million, basic earnings per share were $2.09 and diluted earnings per
share were $2.01 compared with net earnings of $257.0 million, basic earnings per share of $1.92 and diluted
earnings per share of $1.86 for fiscal 2003. Fiscal 2004 was a 53 week fiscal year, resulting in an extra week in
the fourth quarter, which generated approximately $0.4 billion in net sales and contributed approximately $.07 to
basic and diluted earnings per share. Fiscal 2004 operating results include the impact of the Asset Exchange, the
Denver Disposition and the St. Louis Strike.
Net Sales
Net sales for fiscal 2004 were $20.2 billion compared with $19.2 billion for fiscal 2003, an increase of $1.0
billion or 5.5 percent. Retail food sales were 52.2 percent of net sales for fiscal 2004 compared with 51.4 percent
for fiscal 2003. Food distribution sales were 47.8 percent of net sales for fiscal 2004 compared with 48.6 percent
in fiscal 2003.
Retail food sales for fiscal 2004 were $10.6 billion compared with $9.9 billion last year, an increase of 7.1
percent or $0.7 billion which included approximately $0.2 billion due to the benefit of the extra week. The
remainder of the increase was due to net new store and same store sales growth, which accounted for
approximately 70 percent and 30 percent of the increase, respectively. Fiscal 2004 same store retail sales, defined
as stores operating for four full quarters, including store expansions, increased 2.1 percent.
Fiscal 2004 store activity, including licensed units, resulted in 107 new stores opened and 41 stores closed,
including the sale or closure of our Denver based stores, for a total of 1,483 stores at year end. Total square
footage increased approximately 3.8 percent over the prior year.
Food distribution sales were $9.7 billion for fiscal 2004 compared to $9.3 billion in fiscal 2003, an increase
of $0.4 billion. Food distribution sales increased 3.7 percent compared with fiscal 2003, primarily reflecting the
impact of new customer affiliations and the benefit of the extra week, which accounted for approximately seven
percent and two percent, respectively and more than offset customer attrition, and the net revenue loss resulting
from of the Asset Exchange which accounted for approximately three percent and two percent, respectively.
Gross Profit
Gross profit (calculated as net sales less cost of sales), as a percent of net sales, was 14.1 percent for fiscal
2004 compared with 13.5 percent in fiscal 2003. The increase in gross profit, as a percent of net sales, primarily
reflects improved merchandising execution for retail, including the expansion of general merchandise in the
12
extreme value format, and the growing proportion of our retail food business, which operates at a higher gross
profit margin as a percentage of net sales than does the food distribution business.
Selling and Administrative Expenses
Selling and administrative expenses, as a percentage of net sales, were 11.0 percent for fiscal 2004
compared with 10.5 percent in fiscal 2003. The increase in selling and administrative expenses, as a percent of
net sales, primarily reflects increases in employee benefit and incentive related costs, costs associated with the
Denver Disposition, including related reserves for closed stores and $10.8 million in additional reserves for non-
operating properties.
Restructure and Other Charges
In fiscal 2004, the company incurred $15.5 million, or 0.1 percent of net sales, in pre-tax restructure and
other charges, consisting of $7.0 million for changes in estimates on exited real estate in certain markets for food
distribution and $8.5 million for increased liabilities associated with employee benefit related costs from
previously exited food distribution facilities.
Operating Earnings
Operating earnings for fiscal 2004 increased 5.5 percent to $601.4 million compared with $569.9 million in
fiscal 2003. Fiscal 2004 operating earnings include $15.5 million in pre-tax restructure and other charges. Fiscal
2003 operating earnings include $2.9 million in pre-tax restructure and other charges. Retail food operating
earnings for fiscal 2004 increased 1.7 percent to $444.0 million, or 4.2 percent of net sales, from last year’s
operating earnings of $436.5 million, or 4.4 percent of net sales. The increase in retail food operating earnings
was primarily due to growth of new stores, improved merchandising execution and the benefit of the extra week
which were substantially offset by increases in employee benefit and incentive related costs, costs associated
with the Denver Disposition, including related reserves for closed stores, and the impact of the St. Louis Strike.
Food distribution operating earnings for fiscal 2004 increased 29.6 percent to $222.5 million, or 2.3 percent of
net sales, from fiscal 2003’s operating earnings of $171.6 million, or 1.8 percent of net sales. The increase in
food distribution operating earnings primarily reflects the increase in sales volume, benefits of efficiency
initiatives implemented during the course of the prior year and the benefit of the extra week.
Net Interest Expense
Net interest expense was $146.5 million in fiscal 2004 compared with $161.9 million in fiscal 2003. The
decrease primarily reflects lower borrowing levels that more than offset $5.8 million in pre-tax costs related to
the early redemption of $100.0 million of debt at a price of 103.956 percent in the third quarter of fiscal 2004.
Income Taxes
The effective tax rate was 38.4 percent and 37.0 percent in fiscal 2004 and fiscal 2003, respectively. The
increase in the effective tax rate in fiscal 2004 was due to $7.6 million of taxes due on the Asset Exchange.
Net Earnings
Net earnings were $280.1 million, or $2.09 per basic share and $2.01 per diluted share, in fiscal 2004
compared with net earnings of $257.0 million, or $1.92 per basic share and $1.86 per diluted share in fiscal 2003.
Weighted average basic shares increased to 134.0 million in fiscal 2004 compared with 133.7 million in
fiscal 2003. Weighted average diluted shares increased to 143.2 million in fiscal 2004 compared with 142.7
million shares in fiscal 2003, reflecting the net impact of stock option activity and shares repurchased under the
treasury stock program.
13
RESTRUCTURE AND OTHER CHARGES
In fiscal 2000, 2001, and 2002, the company commenced restructuring programs designed to reduce costs
and enhance efficiencies and included facility consolidation and disposal of non-core assets and assets not
meeting return objectives or providing long-term strategic opportunities. The restructuring plans resulted in the
company recording pre-tax restructure and other charges in fiscal 2000, 2001 and 2002.
In fiscal 2003, all activity for the fiscal 2002, 2001 and 2000 restructure plans was completed. The table
below shows the remaining restructure reserves for the 2002, 2001, and 2000 plans as of February 26, 2005, as
well as reserve related activity for the three fiscal years then ended.
Restructure
Plan
Fiscal 2002
Reserve
Balance
Fiscal 2003
Activity
Fiscal 2003
Reserve
Balance
Fiscal 2004
Activity
Fiscal 2004
Reserve
Balance
Fiscal 2005
Activity
Fiscal 2005
Reserve
BalanceUsage Adjustment Usage Adjustment Usage Adjustment
(In millions)
2002 $16.3 $ (9.3) $ (3.6) $ 3.4 $ (3.8) $ 0.6 $ 0.2 $(0.2) $ — $ 0.0
2001 $56.0 $(35.5) $11.7 $32.2 $(17.3) $11.7 $26.6 $(6.6) $22.3 $42.3
2000 $18.0 $ (9.8) $ 2.9 $11.1 $ (9.1) $ 0.5 $ 2.5 $(1.4) $ — $ 1.1
The company recognized pre-tax restructure and other charges of $26.4 million, $15.5 million and $2.9
million for fiscal years 2005, 2004, and 2003 respectively. These charges reflect changes in liabilities associated
with employee benefit related costs from previously exited distribution facilities as well as changes in estimates
on exited real estate, including asset impairment. Fiscal 2005 charges related primarily to restructure 2001 and
consisted of reserve adjustments of $22.3 million, asset impairment charges of $0.5 million, and property holding
costs of $3.6 million. Fiscal 2004 charges reflect the net adjustments to the restructure reserves of $12.8 million,
as well as asset impairment adjustments of $2.7 million for restructure 2001. Fiscal 2003 charges reflect the net
adjustments to the restructure reserves of $11.0 million, as well as asset impairment adjustments of $(3.6) million
and $(4.5) million for restructure 2001 and 2000, respectively.
The remaining 2001 restructure reserves includes $25.9 million for employee benefit related costs and $16.4
million for lease related costs for exited properties. In fiscal 2005, there was an increase in 2001 restructure reserves
of $22.3 million for employee benefit related costs for multiemployer plan liabilities resulting from withdrawal
notices received in fiscal 2005 for previously exited distribution facilities and changes in estimates on exited real
estate of $18.0 million and $4.3 million, respectively.
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Significant accounting policies are discussed in the Summary of Significant Accounting Policies in the
accompanying Notes to Consolidated Financial Statements. Management believes the following critical
accounting policies reflect its more subjective or complex judgments and estimates used in the preparation of the
company’s consolidated financial statements.
Allowances for Losses on Receivables
Management makes estimates of the uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of the allowances, management analyzes the value of the collateral, customer financial
14
statements, historical collection experience, aging of receivables and other economic and industry factors.
Although risk management practices and methodologies are utilized to determine the adequacy of the allowance,
it is possible that the accuracy of the estimation process could be materially impacted by different judgments as
to collectibility based on the information considered and further deterioration of accounts.
LIFO and Retail Inventory Method
Inventories are stated at the lower of cost or market. Market is replacement value. Substantially all of the
company’s inventory is finished goods.
For a significant portion of the company’s inventory, cost is determined through use of the last-in, first-out
(LIFO) method. The company utilized LIFO to value approximately 64 percent and 68 percent of the company’s
consolidated inventories for fiscal 2005 and 2004, respectively.
The retail inventory method (RIM) is used to value retail inventory. The valuation of inventories is at cost
and the resulting gross margins are calculated by applying a calculated cost-to-retail ratio to the retail value of
inventories. RIM is an averaging method that has been widely used in the retail industry due to its practicality.
Inherent in the RIM calculations are certain significant management judgments and estimates, including
shrinkage, which significantly impact the ending inventory valuation at cost, as well as the resulting gross
margins. These judgments and estimates, coupled with the fact that the RIM is an averaging process, can, under
certain circumstances, produce results which differ from actual. Management believes that the company’s RIM
provides an inventory valuation which reasonably approximates cost and results in carrying inventory at the
lower of cost or market.
The company evaluates inventory shortages throughout the year based on actual physical counts in its
facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for
estimated shortages as of the financial statement date.
Reserves for Closed Properties and Asset Impairment Charges
The company maintains reserves for estimated losses on retail stores, distribution warehouses and other
properties that are no longer being utilized in current operations. The company provides for closed property lease
liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments
after the closing date, net of estimated subtenant income. The closed property lease liabilities usually are paid
over the remaining lease terms, which generally range from one to fifteen years. The company estimates
subtenant income and future cash flows based on the company’s experience and knowledge of the market in
which the closed property is located, the company’s previous efforts to dispose of similar assets and current
economic conditions.
Owned properties that are closed are reduced to their estimated net realizable value. Reduction in the
carrying values of property, equipment and leasehold improvements are recognized when expected net future
cash flows are less than the assets’ carrying value. The company estimates net future cash flows based on its
experience and knowledge of the market in which the closed property is located and, when necessary, utilizes
local real estate brokers.
Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs
differing from original estimates. Adjustments are made for changes in estimates in the period in which the
changes become known.
The expectations on timing of disposition or sublease and the estimated sales price or sublease income
associated with closed properties are impacted by variable factors such as inflation, the general health of the
economy, resultant demand for commercial property, the ability to secure subleases, the creditworthiness of
sublessees and the company’s success at negotiating early termination agreements with lessors. While
15
management believes the current estimates on closed properties are adequate, it is possible that market conditions
could cause changes in the company’s assumptions and may require additional reserves and asset impairment
charges to be recorded.
Reserves for Self Insurance
The company is primarily self-insured for workers’ compensation, health care for certain employees and
general and automobile liability costs. It is the company’s policy to record its self-insurance liabilities based on
claims filed and an estimate of claims incurred but not yet reported, discounted at a risk free interest rate. Any
projection of losses concerning workers’ compensation, health care and general and automobile liability is
subject to a considerable degree of variability. Among the causes of this variability are unpredictable external
factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes
and claim settlement patterns. A 100 basis point change in discount rates, based on changes in market rates
would increase the company’s liability by approximately $1 million.
Benefit Plans
The company sponsors pension and other post retirement plans in various forms covering substantially all
employees who meet eligibility requirements. The determination of the company’s obligation and related
expense for company sponsored pension and other post retirement benefits is dependent, in part, on
management’s selection of certain assumptions used by its actuaries in calculating these amounts. These
assumptions include, among other things, the discount rate, the expected long-term rate of return on plan assets
and the rates of increase in compensation and health care costs. In accordance with generally accepted accounting
principles, actual results that differ from the company’s assumptions are accumulated and amortized over future
periods and, therefore, affect its recognized expense and obligation in future periods. While the company
believes that its assumptions are appropriate, significant differences in actual experience or significant changes in
assumptions may materially impact non-union pension and other post retirement obligations and future expenses.
For fiscal 2006, when not considering other changes in assumptions, the impact to pension expense of each
25 basis point reduction in the discount rate is to increase pension expense by approximately $3 million and the
impact of each 25 basis point reduction in expected return on plan assets is to increase pension expense by
approximately $1 million. For post retirement, a one percent increase in the health care cost trend rate would
increase the accumulated post retirement benefit obligation by approximately $11 million and the service and
interest cost by $1 million in fiscal 2005. In contrast, a one percent decrease in the health care cost trend rate
would decrease the accumulated post retirement benefit obligation by approximately $10 million and the service
and interest cost by approximately $1 million in fiscal 2005. The actuarial assumptions used by the company may
differ materially from actual results due to changing market and economic conditions, higher or lower
withdrawal rates, and longer or shorter life spans of participants.
Goodwill
Management assesses the valuation of goodwill for each of the company’s reporting units on an annual basis
through the comparison of the fair value of the respective reporting unit with its carrying value. Fair value is
determined primarily based on valuation studies performed by the company, which utilize a discounted cash flow
methodology. Valuation analysis requires significant judgments and estimates to be made by management. The
company’s estimates could be materially impacted by factors such as competitive forces, customer behaviors,
changes in growth trends and specific industry conditions.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $791.6 million, $846.8 million and $583.5 million in fiscal
2005, 2004 and 2003, respectively. The decrease in cash from operating activities in fiscal 2005 from fiscal 2004
is primarily related to changes in working capital.
16
Net cash used in investing activities was $161.8 million, $271.6 million and $330.6 million in fiscal 2005,
2004 and 2003, respectively. Fiscal 2005 and 2004 investing activities primarily reflect capital spending to fund
retail store expansion, store remodeling and technology enhancements. Fiscal 2005 activities also include the
acquisition of Total Logistics and the proceeds from the sale of WinCo.
Net cash used in financing activities was $457.8 million, $312.5 million, and $235.9 million in fiscal 2005,
2004 and 2003, respectively. Fiscal 2005 financing activities primarily reflect the early redemption of $250.0
million of the company’s 7.625 percent notes due in September 2004, the payment of approximately $60 million
in Total Logistics assumed debt, the payment of dividends of $80.2 million and the purchase of treasury shares of
$56.0 million. Fiscal 2004 financing activities primarily reflect the early redemption of $100.0 million of the
company’s 8.875 percent notes due in 2022 at the redemption price of 103.956 percent of the principal amount of
the notes, the net reduction in notes payable of $80.0 million, the payment of dividends of $77.0 million and the
purchase of treasury shares of $14.6 million.
Management expects that the company will continue to replenish operating assets with internally generated
funds. There can be no assurance, however, that the company’s business will continue to generate cash flow at
current levels. The company will continue to obtain short-term financing from its revolving credit agreement with
various financial institutions, as well as through its accounts receivable securitization program. Long-term financing
will be maintained through existing and new debt issuances. The company’s short-term and long-term financing
abilities are believed to be adequate as a supplement to internally generated cash flows to fund its capital
expenditures and acquisitions as opportunities arise. Maturities of debt issued will depend on management’s views
with respect to the relative attractiveness of interest rates at the time of issuance and other debt maturities.
As of February 26, 2005, the company’s current portion of outstanding debt including obligations under
capital leases was $99.5 million. The company had no outstanding borrowings under its unsecured $650.0
million revolving credit facility. Letters of credit outstanding under the credit facility were $141.5 million and the
unused available credit under the facility was $508.5 million. The company also had $27.1 million of outstanding
letters of credit issued under separate agreements with financial institutions.
Subsequent to fiscal year-end, on February 28, 2005, the company executed a five year unsecured $750.0
million revolving credit agreement replacing the previous $650.0 million revolving credit agreement which was
terminated. Amounts utilized under this credit agreement have rates tied to LIBOR plus 0.275 to 0.675 percent
and there are facility fees ranging from 0.10% to 0.20% on the total amount of the facility, both based on the
company’s credit ratings. The agreement contains various financial covenants including ratios for interest
coverage and debt leverage. All letters of credit that had been issued and outstanding under the previous credit
facility were transferred under the new credit facility.
On May 3, 2004, the company voluntarily redeemed $250 million of 7.625 percent notes due September 15,
2004, in accordance with the note redemption provisions.
In August 2004, the company renewed its annual accounts receivable securitization program, under which
the company can borrow up to $200.0 million on a revolving basis, with borrowings secured by eligible accounts
receivable. No borrowings were outstanding under this program at February 26, 2005 and February 28, 2004.
In November 2001, the company sold zero-coupon convertible debentures having an aggregate principal
amount at maturity of $811.0 million. The proceeds from the offering, net of approximately $5.0 million of
expenses, were $208.0 million and were initially used to pay down notes payable and were later used to retire a
portion of the $300.0 million in debt that matured in November 2002. The debentures mature in 30 years and are
callable at the company’s option on or after October 1, 2006. Holders may require the company to purchase all or
a portion of their debentures on October 1, 2006 or October 1, 2011 at a purchase price equal to the accreted
value of the debentures, which includes accrued and unpaid cash interest. If the option is exercised, the company
has the choice of paying the holder in cash, common stock or a combination of the two. Generally, except upon
the occurrence of specified events, holders of the debentures are not entitled to exercise their conversion rights
until the closing price of the company’s common stock on the New York Stock Exchange for twenty of the last
17
thirty trading days of any fiscal quarter exceeds certain levels, at $38.13 per share for the quarter ending June 18,
2005, and rising to $113.29 per share at September 6, 2031. In the event of conversion, 9.6434 shares of the
company’s common stock will be issued per $1,000 debenture or approximately 7.8 million shares should all
debentures be converted. The debentures have an initial yield to maturity of 4.5 percent, which is being accreted
over the life of the debentures using the effective interest method. The company will pay contingent cash interest
for the six-month period commencing November 3, 2006, and for any six-month period thereafter if the average
market price of the debentures for a five trading day measurement period preceding the applicable six-month
period equals 120 percent or more of the sum of the issue price and accrued original issue discount for the
debentures. The debentures are classified as long-term debt based on the company’s ability and intent to
refinance the obligation with long-term debt if the company is required to repurchase the debentures.
The debt agreements contain various financial covenants including ratios for fixed charge interest coverage,
asset coverage and debt leverage, in addition to a minimum net worth covenant as defined in the company’s debt
agreements. The company has met the financial covenants under the debt agreements as of February 26, 2005.
The company is party to a synthetic leasing program for one of its major warehouses. The lease expires
April 2008, may be renewed with the lessor’s consent through April 2013 and has a purchase option of
approximately $60 million.
The company repurchases shares of the company’s common stock under programs authorized by the Board
of Directors, for re-issuance upon the exercise of employee stock options and for other compensation programs
utilizing the company’s stock. The company repurchased 2.0 million, 0.6 million and 1.5 million shares of
common stock at an average cost per share of $28.30, $23.80, and $27.94 during fiscal 2005, 2004, and 2003,
respectively. As of February 26, 2005, approximately 4.6 million shares remained available for purchase under
the 5.0 million share repurchase program authorized by the Board of Directors in May 2004.
SFAS No. 87, “Employers’ Accounting for Pension,” requires that a prepaid pension asset or minimum
pension liability, based on the current market value of plan assets and the accumulated benefit obligation of the
plan, be reflected. Based on both performance of the pension plan assets and plan assumption changes, the
company’s accumulated other comprehensive loss for minimum pension liability is $104.6 million after-tax as of
February 26, 2005. This accumulated other comprehensive loss for minimum pension liability will be revised in
future years depending upon market performance and interest rate levels.
The company’s capital budget for fiscal 2006, which includes capitalized leases, is projected at
approximately $500.0 million to $550.0 million, compared with actual spending of $325.7 million in fiscal 2005
including $62.9 million of capital leases. The capital budget for 2006 anticipates cash spending of $410.0 million
to $460.0 million, in addition to approximately $90 million for capital leases. Approximately $315.0 million of
the fiscal 2006 budget has been identified for use in the company’s retail food business and includes
approximately 10 to 12 new regional banner stores, approximately 90 to 110 new extreme value combination
stores, including licensed sites, and approximately 20 regional banner major store remodels. The 2006 capital
budget also includes capital for distribution projects, distribution maintenance capital and information technology
related items. In addition, the company will continue to support store development and financing for the
company’s independent retailers. Certain retailer financing activities may not require cash outlays because they
involve leases or guarantees. The capital budget does include amounts for projects which are subject to change
and for which firm commitments have not been made.
Annual cash dividends declared for fiscal 2005, 2004 and 2003, were $.6025, $0.5775 and $0.5675 per
common share, respectively. The company’s dividend policy will continue to emphasize a high level of earnings
retention for growth.
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
The company has guaranteed certain leases, fixture financing loans and other debt obligations of various
retailers at February 26, 2005. These guarantees were generally made to support the business growth of affiliated
18
retailers. The guarantees are generally for the entire term of the lease or other debt obligation with remaining
terms that range from less than one year to twenty-two years, with a weighted average remaining term of
approximately eleven years. For each guarantee issued, if the affiliated retailer defaults on a payment, the
company would be required to make payments under its guarantee. Generally, the guarantees are secured by
indemnification agreements or personal guarantees of the affiliated retailer. At February 26, 2005, the maximum
amount of undiscounted payments the company would be required to make in the event of default of all
guarantees was approximately $210 million and represented approximately $121 million on a discounted basis.
No amount has been accrued for the company’s obligation under its guaranty arrangements.
The company is contingently liable for leases that have been assigned to various third parties in connection
with facility closings and dispositions. The company could be required to satisfy the obligations under the leases
if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the company’s
assignments among third parties, and various other remedies available, the company believes the likelihood that
it will be required to assume a material amount of these obligations is remote.
The company is party to a synthetic leasing program for one of its major warehouses. The lease expires in
April 2008 and may be renewed with the lessor’s consent through April 2013, and has a purchase option of $60.0
million. At February 26, 2005, the estimated market value of the property underlying this lease approximately
equaled the purchase option. The company’s obligation under its guaranty arrangements related to this synthetic
lease had a carrying balance of $1.6 million, which is reflected as a component of other liabilities in the
Consolidated Balance Sheet at February 26, 2005.
The company had $168.6 million of outstanding letters of credit as of February 26, 2005, of which $141.5
million were issued under the credit facility and $27.1 million were issued under separate agreements with
financial institutions. These letters of credit primarily support workers’ compensation, merchandise import
programs and payment obligations. The company pays fees, which vary by instrument, of up to 1.125 percent on
the outstanding balance of the letters of credit.
The company is a party to various legal proceedings arising from the normal course of business activities,
none of which, in management’s opinion, is expected to have a material adverse impact on the company’s
consolidated financial position.
The company is a party to a variety of contractual agreements under which the company may be obligated to
indemnify the other party for certain matters, which indemnities may be secured by operation of law or
otherwise, in the ordinary course of business. These contracts primarily relate to the company’s commercial
contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to
the company, and agreements to indemnify officers, directors and employees in the performance of their work.
While the company’s aggregate indemnification obligation could result in a material liability, the company is
aware of no current matter that it expects to result in a material liability.
19
The following table represents the company’s significant contractual obligations and off-balance sheet
arrangements at February 26, 2005.
Amount of Commitment Expiration Per Period
Total
Amount
Committed
Fiscal
2006
Fiscal
2007-2008
Fiscal
2009-2010 Thereafter
(In thousands)
Contractual Obligations & off-balance
sheet arrangements:
Debt $1,116,208 $ 64,320 $ 80,765 $388,997 $582,126
Operating Leases 1,019,835 155,429 267,639 238,163 358,604
Interest on long-term debt (1) 870,155 60,398 106,066 87,565 616,126
Capital and Direct Financing Leases 562,122 35,143 94,001 86,843 346,135
Benefit Obligations (2) 528,486 43,494 89,684 94,896 300,412
Construction Loan Commitments 212,924 212,924 — — —
Retailer Loan and Lease Guarantees 210,174 29,206 46,072 35,894 99,002
Deferred Taxes 117,937 3,937 28,578 51,299 34,123
Purchase Option on Synthetic Lease 60,000 — — 60,000 —
Purchase Obligations (3) 50,615 26,168 23,644 803 —
(1) The interest on long-term debt for fiscal 2032 reflects the company’s zero-coupon debentures accreted
interest for fiscal 2006 through fiscal 2032, should the debentures remain outstanding to maturity.
(2) The company’s benefit obligations include obligations related to sponsored defined benefit pension and post
retirement benefit plans and deferred compensation plans. The defined benefit pension plan has plan assets
of approximately $520 million at the end of fiscal 2005.
(3) The company’s purchase obligations include various obligations that have annual purchase commitments of
$1 million or greater. At the end of fiscal 2005, future purchase obligations of $50.6 million existed that
primarily related to technology and advertising. In the ordinary course of business, the company enters into
supply contracts to purchase products for resale. These supply contracts typically include either a volume
commitment or a fixed expiration date, termination provisions and other standard contractual considerations.
These supply contracts are cancelable and therefore no amounts have been included above.
COMMON STOCK PRICE
SUPERVALU’s common stock is listed on the New York Stock Exchange under the symbol SVU. At fiscal
2005 year end, there were 6,483 shareholders of record compared with 6,839 at the end of fiscal 2004.
Common Stock Price Range Dividends Per Share
2005 2004 2005 2004
Fiscal High Low High Low
First Quarter $32.49 $27.25 $22.74 $12.60 $0.1450 $0.1425
Second Quarter 31.99 25.70 24.99 20.80 0.1525 0.1450
Third Quarter 32.59 26.59 26.29 23.39 0.1525 0.1450
Fourth Quarter 35.15 31.30 29.95 25.20 0.1525 0.1450
Year 35.15 25.70 29.95 12.60 0.6025 0.5775
Dividend payment dates are on or about the 15th day of March, June, September and December, subject to
the Board of Directors approval.
20
NEW ACCOUNTING STANDARDS
In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN)
No. 46, “Consolidation of Variable Interest Entities” (FIN 46), and revised it in December 2003. FIN 46
addresses how a business should evaluate whether it has a controlling financial interest in an entity through
means other than voting rights and accordingly should consolidate the entity. FIN 46 applied immediately to
entities created after January 31, 2003, and no later than the end of the first reporting period that ended after
December 15, 2003 to entities considered to be special-purpose entities (SPEs). FIN 46 was effective for all other
entities no later than the end of the first interim or annual reporting period ending after March 15, 2004. The
adoption of the provisions of FIN 46 relative to SPEs and for entities created after January 31, 2003 did not have
an impact on the company’s consolidated financial statements. The other provisions of FIN 46 did not have an
impact on the company’s consolidated financial statements.
In December 2003, the FASB issued SFAS No. 132 (Revised 2003), “Employers’ Disclosures about
Pensions and Other Post Retirement Benefits—An Amendment of FASB Statements No. 87, 88 and 106.” This
statement increases the existing disclosure’s requirements by requiring more details about pension plan assets,
benefit obligations, cash flows, benefit costs and related information. The effect of the revisions to SFAS No. 132
are included in the Benefit Plans note in the Notes to Consolidated Financial Statements.
In May 2004, the FASB issued Financial Staff Position (FSP) No. 106-2, “Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP
No. 106-2 supersedes FSP No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003,” and provides guidance on the accounting and
disclosures related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the
Medicare Act) which was signed into law in December 2003. Except for certain nonpublic entities, FSP 106-2 is
effective for the first interim or annual period beginning after June 15, 2004. The company adopted FSP 106-2 in
the second quarter of fiscal 2005 using the retroactive application method and the fiscal 2005 impact was
immaterial to the consolidated financial statements. Based upon current guidance around the definition of
actuarially equivalent, equivalence was only determined with respect to a portion of the plan participants
depending on plan benefits provided. If additional clarifying regulations related to the Medicare Act or the
definition of actuarially equivalent becomes available, remeasurement of the plan obligations may be required,
and related impacts on net periodic benefit costs would be reflected prospectively in the consolidated financial
statements.
In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF)
consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per
Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net
earnings and diluted shares outstanding, used for earnings per share calculations, would be restated using the if-
converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s
outstanding contingently convertible zero-coupon debentures which were issued in November 2001. The
company adopted the provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted
earnings per share amounts. The impact of EITF No. 04-8 reduced diluted earnings per share by $0.11 ($0.08
excluding the gain on the sale of WinCo) in fiscal 2005. The impact of the EITF 04-8 restatement reduced diluted
earnings per share by approximately $0.06 and $0.05 in fiscal 2004 and 2003, respectively.
In December 2004, the FASB issued FASB Statement 123 (Revised 2004), “Share-Based Payment.” This
revised statement, which is effective for fiscal years beginning after June 15, 2005, requires all share-based
payments to employees to be recognized in the financial statements based on their fair values. The company
currently accounts for its share-based payments to employees under the intrinsic value method of accounting set
forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issues to Employees.”
Additionally, the company complies with the stock-based employer compensation disclosure requirements of
SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of
FASB Statement No. 123.” The company is in the process of evaluating the use of certain option-pricing models
21
as well as the assumptions to be used in such models. The company plans to adopt the revised statement in its
first quarter of its fiscal year 2007, which begins on February 26, 2006.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The company is exposed to market pricing risk consisting of interest rate risk related to debt obligations
outstanding, its investment in notes receivable and, from time to time, derivatives employed to hedge interest rate
changes on variable and fixed rate debt. The company does not use financial instruments or derivatives for any
trading or other speculative purposes.
The company manages interest rate risk through the strategic use of fixed and variable rate debt and, to a
limited extent, derivative financial instruments. Variable interest rate debt (commercial paper, bank loans,
industrial revenue bonds and other variable interest rate debt) is utilized to help maintain liquidity and finance
business operations. Long-term debt with fixed interest rates is used to assist in managing debt maturities and to
diversify sources of debt capital.
The company makes long-term loans to certain retail customers (see Notes Receivable in the accompanying
Notes to Consolidated Financial Statements for further information) and as such, carries notes receivable in the
normal course of business. The notes generally bear fixed interest rates negotiated with each retail customer. The
market value of the fixed rate notes is subject to change due to fluctuations in market interest rates.
The table below provides information about the company’s financial instruments that are sensitive to
changes in interest rates, including notes receivable, debt obligations and interest rate swap agreements. For debt
obligations, the table presents principal cash flows and related weighted average interest rates by expected
maturity dates. For notes receivable, the table presents the expected collection of principal cash flows and
weighted average interest rates by expected maturity dates. For interest rate swap agreements, the table presents
the estimate of the differentials between interest payable and interest receivable under the swap agreements
implied by the yield curve utilized to compute the fair value of the interest rate swaps.
Summary of Financial Instruments
February 26, 2005 Aggregate payments by fiscal year
Fair
Value Total 2006 2007 2008 2009 2010 Thereafter
(in millions, except rates)
Notes receivable
Principal receivable $ 50.1 $ 48.9 $13.8 $ 9.8 $7.5 $4.9 $ 3.0 $ 9.9
Average Rate receivable 8.1% 8.0% 8.6% 9.2% 9.9% 9.5% 5.5%
Debt with variable interest rates
Principal payable $ 63.6 $ 63.6 $ 3.0 $ 3.2 $1.7 $7.4 $ 13.7 $ 34.6
Average variable rate
payable 2.1% 2.5% 2.5% 3.0% 2.1% 2.1% 2.0%
Debt with fixed interest rates
Principal payable $1,169.2 $1,052.6 $61.3 $71.4 $4.5 $4.6 $363.3 $547.5
Average fixed rate payable 6.8% 7.2% 6.8% 8.2% 8.2% 7.9% 6.2%
Fixed-to-variable interest rate
swaps
Amount receivable $ 9.6 $ 9.6 $ 3.8 $ 2.3 $1.9 $1.4 $ 0.3
Average variable rate
payable 5.3%
Average fixed rate
receivable 7.9%
22
Cautionary Statements for Purposes of the Safe Harbor Provisions of the Securities Litigation Reform Act
Any statements contained in this report regarding the outlook for our businesses and their respective
markets, such as projections of future performance, statements of our plans and objectives, forecasts of market
trends and other matters, are forward-looking statements based on our assumptions and beliefs. Such statements
may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,”
“will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from those discussed in such statements and no assurance can be given that the results in any forward-
looking statement will be achieved. For these statements, the company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-
looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently
revise any forward-looking statement to reflect events or circumstances after such date or to reflect the
occurrence of anticipated or unanticipated events.
The following is a summary of certain factors, the results of which could cause our future results to differ
materially from those expressed or implied in any forward-looking statements contained in this report. These
factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement; however, they should not be construed as exhaustive.
‰ Economic Conditions. The food industry is sensitive to a number of economic conditions such as:
(i) food price deflation or inflation, (ii) softness in local and national economies, (iii) increases in
commodity prices, (iv) the availability of favorable credit and trade terms, and (v) other economic
conditions that may affect consumer buying habits. Any one or more of these economic conditions can
affect our retail sales, the demand for products we distribute to our retailer customers, our operating
costs and other aspects of our businesses.
‰ Competition. The industries in which we compete are extremely competitive. Both our retail food and food
distribution businesses are subject to competitive practices that may affect: (i) the prices at which we are
able to sell products at our retail locations, (ii) sales volume, (iii) the ability of our distribution customers to
sell products we supply, which may affect future orders, and (iv) our ability to attract and retain customers.
In addition, the nature and extent of consolidation in the retail food and food distribution industries could
affect our competitive position or that of our distribution customers in the markets we serve.
Our retail food business faces competition from other retail chains, supercenters, non-traditional
competitors and emerging alterative formats in the markets where we have retail operations. In our
food distributions business, our success depends in part on the ability of our independent retailer
customers to compete with these same formats, our ability to attract new customers, and our ability to
supply products in a cost effective manner. Declines in the level of retail sales activity of our
distribution customers due to competition; consolidations of retailers or competitors; increased self-
distribution by our customers; or the entry of new or non-traditional distribution systems into the
industry may adversely affect our revenues.
‰ Security and Food Safety. Wartime activities, threats of terror, acts of terror or other criminal activity
directed at the grocery industry, the transportation industry, or computer or communications systems,
could increase security costs, adversely affect the company’s operations, or impact consumer behavior
and spending as well as customer orders. Other events that give rise to actual or potential food
contamination or food-born illness could have an adverse effect on the company’s operating results.
‰ Labor Relations and Employee Benefit Costs. Potential work disruptions from labor disputes may
affect sales at our stores as well as our ability to distribute products. We contribute to various multi-
employer healthcare and pension plans covering certain union represented employees in both our retail
and distribution operations. Approximately one-third of the employees in our total workforce are
participants in multi-employer plans. The costs of providing benefits through such plans have escalated
rapidly in recent years. Based upon information available to us, we believe certain of these multi-
employer plans are underfunded. The decline in the value of assets supporting these plans, in addition
23
to the high level of benefits generally provided, has led to the underfunding. As a result, contributions
to these plans will continue to increase and the benefit levels and related issues will continue to create
collective bargaining challenges.
‰ Expansion and Acquisitions. While we intend to continue to expand our retail and distribution
businesses through new store openings, new affiliations and acquisitions, expansion is subject to a
number of risks, including the adequacy of our capital resources, the location of suitable store or
distribution center sites and the negotiation of acceptable purchase or lease terms; and the ability to hire
and train employees. Acquisitions may involve a number of special risks, including: making
acquisitions at acceptable rates of return, the diversion of management’s attention to the assimilation of
the operations and integration of personnel of the acquired business, costs and other risks associated
with integrating or adapting operating systems, and potential adverse effects on our operating results.
‰ Liquidity. We expect to continue to replenish operating assets with internally generated funds.
However, if our capital spending significantly exceeds anticipated capital needs, additional funding
could be required from other sources including borrowing under our bank credit lines or through debt
issuances. In addition, acquisitions could affect our borrowing costs and future financial flexibility.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by Item 7A is found under the heading of “Quantitative and Qualitative
Disclosure About Market Risk” under Part II, Item 7 of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Item 8 is found in a separate section of this report on pages F-1 through F-37.
See “Index of Selected Financial Data and Financial Statements and Schedules” on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
The company carried out an evaluation, under the supervision and with the participation of the company’s
management, including the company’s chief executive officer and its chief financial officer, of the effectiveness
of the design and operation of the company’s disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities and Exchange Act of 1934 (the “Exchange Act”)) as of February 26, 2005 the end of the
period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer
concluded that as of the Evaluation Date, the company’s disclosure controls and procedures are effective to
ensure that information required to be disclosed by the company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities
and Exchange commission rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
The financial statements, financial analyses and all other information included in this Annual Report on
Form 10-K were prepared by the company’s management, which is responsible for establishing and maintaining
adequate internal control over financial reporting.
The company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
24
accordance with generally accepted accounting principles. The company’s internal control over financial
reporting includes those policies and procedures that:
i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and
use or disposition of the company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any internal control, including the possibility of human
error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide
only reasonable assurances with respect to financial statement preparation. Further, because of changes in
conditions, the effectiveness of internal controls may vary over time.
Management assessed the design and effectiveness of the company’s internal control over financial
reporting as of February 26, 2005. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated
Framework. Based on management’s assessment using this framework, it believes that, as of February 26, 2005,
the company’s internal control over financial reporting is effective.
Management’s assessment of the effectiveness of the company’s internal control over financial reporting as
of February 26, 2005, excluded Total Logistics, Inc., which was acquired by the company in February 2005 in a
purchase business combination. Total Logistics, Inc. is a wholly-owned subsidiary of the company whose total
assets and total net sales represented less than 1% of consolidated total assets and less than 1% of consolidated
net sales of the company as of and for the fiscal year ended February 26, 2005. Companies are allowed to
exclude acquisitions from their assessment of internal control over financial reporting during the first year of an
acquisition under guidelines established by the Securities and Exchange Commission.
Management’s assessment of the effectiveness of the company’s internal control over financial reporting as
of February 26, 2005, has been audited by KPMG LLP, an independent registered public accounting firm. Their
report expresses an unqualified opinion on management’s assessment and on the effectiveness of the company’s
internal control over financial reporting as of February 26, 2005.
May 6, 2005
Changes in Internal Control Over Financial Reporting
During the fiscal quarter ended February 26, 2005, there has been no change in the company’s internal
control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by Item 10, as to compliance with Section 16(a) of the Securities Exchange Act
of 1934, is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual
Meeting of Stockholders under the heading “Other Information—Section 16(a) Beneficial Ownership Reporting
Compliance.” The information called for by Item 10, as to the audit committee and the audit committee financial
expert, is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual
Meeting of Stockholders under the heading “Meetings of the Board of Directors and Committees of the Board—
Audit Committee.” Certain information regarding executive officers and directors of the Registrant is set forth
below.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides certain information concerning the executive officers of the company as of
April 29, 2005.
Name Age Present Position
Year
Elected to
Present
Position
Other Positions Recently Held
With the company
Jeffrey Noddle 58 Chairman of the Board of
Directors, Chief Executive Officer
and President
2002 Director, Chief Executive Officer
and President, 2001-2002; Director,
President and Chief Operating
Officer, 2000-2001; Executive Vice
President, President and Chief
Operating Officer, Wholesale Food
Companies, 1995-2000
David L. Boehnen 58 Executive Vice President 1997
John H. Hooley 53 Executive Vice President;
President, Retail Foods
2002 Senior Vice President; President
and Chief Executive Officer, Cub
Foods, 2000-2002; Vice President;
President and Chief Executive
Officer, Cub Foods, 1992-1999
Michael L. Jackson 51 Executive Vice President; President
and Chief Operating Officer,
Distribution Food Companies
2001 Senior Vice President, Retail Food
Companies, 1999-2001; President,
Northwest Region, 1995-1999
Pamela K. Knous 51 Executive Vice President and Chief
Financial Officer
1997
Robert W. Borlik 56 Senior Vice President, Chief
Information Officer
1999
Roger E. Davidson 51 Senior Vice President; Chief
Operating Officer, Retail Food
Companies
2004 Vice President, Wholesale
Strategies, 1999-2000
J. Andrew Herring 46 Senior Vice President; Executive
Vice President, Retail Pharmacies
2002 Senior Vice President, Corporate
Development 1999-2002; Vice
President, Corporate Development
and External Relations, 1998-1999
Gregory C. Heying 56 Senior Vice President, Distribution
Food Companies
1994
26
Name Age Present Position
Year
Elected to
Present
Position
Other Positions Recently Held
With the company
David E. Pylipow 47 Senior Vice President, Human
Resources
2004 Senior Vice President, Human
Resources & Management Services
of Save-A-Lot, from 2000 to 2004
Sherry M. Smith 43 Senior Vice President, Finance and
Treasurer
2002 Vice President, Corporate
Controller, 1998-2002
Leland J. Dake 48 Vice President, Merchandising,
Distribution Food Companies
1998
Stephen P. Kilgriff 63 Vice President, Legal 2000 Associate General Counsel, 1996-
2000
David M. Oliver 47 Vice President, Controller 2004
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 company and any other person pursuant to which any of the
executive officers were selected as an officer of the company. There are no 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 consecutive years, except for John H. Hooley, Roger E. Davidson and David M. Oliver.
Mr. Hooley was elected to his current position in April 2002. From November 2000 to April 2002, he was
Senior Vice President and President and Chief Executive Officer, Cub Foods. From February 2000 to September
2000, he was Executive Vice President of Partner Alliances, 24K.com, a loyalty marketing company and affiliate
of the Carlson Companies, Inc.
Mr. Davidson was elected to his current position in December 2004. From December 2003 to December
2004, he was Senior Vice President of Grocery Procurement, Merchandising, and Own Brand for H.E.B.
Grocery, a food retailing company. From December 2000 to December 2003, he was Senior Vice President of
Non-Perishables, Corporate Brands and Global Sourcing for Ahold USA, a food retailing company. From June
2000 to December 2000 he was Vice President of Grocery Procurement, Corporate Brands and Global Sourcing
for Ahold USA. From September 1999 to April 2000, he was Vice President of Wholesale Strategies for the
company.
Mr. Oliver was elected to his current position in April 2004. From November 1999 to April 2004, he was
Chief Financial Officer, Arden Group, Inc., a holding company with supermarket operations in Southern
California.
27
DIRECTORS OF THE REGISTRANT
The following table provides certain information concerning the directors of the company as of April 29,
2005.
Name Age
Present Position With the Company
and Committees of the Board Professional Background
Irwin Cohen 64 Director since 2003
Audit Committee
Finance Committee
Retired; Partner with Deloitte & Touche
LLP (a professional services firm,
providing audit, tax, financial advisory
and consulting services), 1972-2003;
Global Managing Partner of the
Consumer Products, Retail and Services
Practice of Deloitte & Touche LLP,
1997-2003; Managing Partner of
Deloitte & Touche LLP’s U.S. Retail
Practice, 1980-2002; Director of
Phoenix House Foundation, Beall’s Inc.,
Equinox Holdings, Inc. and
SmartBargains, Inc.
Ronald E. Daly 58 Director since 2003
Executive Personnel and
Compensation Committee
Finance Committee
Formerly, Chief Executive Officer and
President of Oc´e USA Holding, Inc., a
subsidiary of Oc´e N.V. (a supplier of
digital document management
technology services), 2002-2004;
President of RR Donnelley Print
Solutions (a print solutions company),
2001-2002; President of RR Donnelley
Telecommunications (a
telecommunications industry printing
company), 1995-2001; Director of
United States Cellular Corporation.
Lawrence A. Del Santo 71 Director since 1997
Director Affairs Committee
Chairman
Executive Personnel and
Compensation Committee
Retired; Chief Executive Officer of The
Vons Companies (a retail grocery
company), 1994-1997; Director of
PETsMART, Inc.
Susan E. Engel 58 Director since 1999
Audit Committee
Executive Personnel and
Compensation Committee
Chairwoman of the Board and Chief
Executive Officer of Department 56,
Inc. (a designer, importer and
distributor of fine quality collectibles
and other giftware products), 1997-
present; Director of Wells Fargo &
Company
Edwin C. Gage 64 Director since 1986
Director Affairs Committee
Executive Personnel and
Compensation Committee, Chairman
Chairman and Chief Executive Officer
of GAGE Marketing Group, L.L.C. (an
integrated marketing services company),
1991–present
Garnett L. Keith, Jr. 69 Director since 1984
Audit Committee, Chairman
Finance Committee
Chairman and Chief Executive Officer
of SeaBridge Investment Advisors,
LLC (a registered investment advisor),
1996-present; Director of Pan-Holding
Societe Anonyme and Phillippe
Investment Management
Richard L. Knowlton* 72 Director since 1994
Director Affairs Committee
Executive Personnel and
Compensation Committee
Chairman of the Hormel Foundation (a
charitable foundation controlling 46.2%
of Hormel Foods Corporation), 1995-
present; Director of ING America
Insurance Holdings, Inc.
28
Name Age
Present Position With the Company
and Committees of the Board Professional Background
Charles M. Lillis 63 Director since 1995
Audit Committee
Finance Committee, Chairman
General Partner, LoneTree Capital
Management (a private equity company),
2000-present;
Chairman, President and Chief Executive
Officer of MediaOne Group, Inc. (a
broadband communications company),
1998-2000; Director of Medco Health
Services and Williams Companies, Inc.
Jeffrey Noddle 58 Director since 2000
Chairman of the Board,
Chief Executive Officer and President of
the Company, 2002-present
Finance Committee
See table “Executive Officers of the
Registrant” above; Director of Donaldson
Company, Inc.
Marissa Peterson 43 Director since 2003
Director Affairs Committee
Finance Committee
Executive Vice President, Sun
Microsystems, Inc. (a provider of
hardware, software and services), 2005-
present; Executive Vice President, Sun
Services and Worldwide Operations;
Chief Customer Advocate for Sun
Microsystems, Inc., 2004-2005; Executive
Vice President, Worldwide Operations;
Chief Customer Advocate, 2002-2004;
Executive Vice President, Worldwide
Operations for Sun Microsystems, Inc.,
1998-2002; Director of Lucille Packard
Children’s Hospital and a member of the
Board of Trustees of Kettering University
Steven S. Rogers 47 Director since 1998
Director Affairs Committee
Audit Committee
Clinical Professor of Finance and
Management at J.L. Kellogg Graduate
School of Management at Northwestern
University, 1995-present; Director of
Amcare Financial, Inc., Duquesne Light,
Inc. and S.C. Johnson & Son, Inc.
* In accordance with Board policies, Mr. Knowlton is retiring from the Board of Directors on June 15, 2005.
The company has adopted a code of ethics that applies to its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions, and all other
employees and non-employee directors of the company. This code of ethics is posted on the company’s website
(www.supervalu.com). The company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K
regarding an amendment to, or waiver from, a provision of the code of ethics that applies to the company’s
principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions, by posting such information on the company’s website, at the address specified
above.
The company’s Corporate Governance Principles and charters for each Committee of its Board of Directors,
are also available on the company’s website. The code of ethics, Corporate Governance Principles and charters
are also available in print to any stockholder who submits a request to: SUPERVALU INC., P.O. Box 990,
Minneapolis, Minnesota 55440.
Information on the company’s website is not deemed to be incorporated by reference into this Annual
Report on Form 10-K.
29
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated by reference to the Registrant’s definitive Proxy
Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection
with the Registrant’s 2005 Annual Meeting of Stockholders under the headings “Compensation of Directors,”
“Compensation of Executive Officers” and “Change-in-Control Agreements.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is incorporated by reference to the Registrant’s definitive Proxy
Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection
with the Registrant’s 2005 Annual Meeting of Stockholders under the headings “Security Ownership of Certain
Beneficial Owners,” “Security Ownership of Management” and “Proposal to Amend the SUPERVALU INC.
2002 Stock Plan (Item 3)—Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information called for by Item 14 is incorporated by reference to the Registrant’s definitive Proxy
Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection
with the Registrant’s 2005 Annual Meeting of Stockholders under the heading “Independent Registered Public
Accountants’ Fees.”
30
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
The consolidated financial statements of the Registrant listed in the accompanying “Index of
Selected Financial Data and Financial Statements and Schedules” together with the report of
KPMG LLP, independent registered public accountants, are filed as part of this report.
(2) Financial Statement Schedules:
The consolidated financial statement schedules of the Registrant listed in the accompanying
“Index of Selected Financial Data and Financial Statements and Schedules” together with the
report of KPMG LLP, independent registered public accountants, are filed as part of this report.
(3) Exhibits:
(3) Articles of Incorporation and Bylaws:
(3)(i) 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 28, 2004.
(3)(ii) Restated Bylaws, as amended, is incorporated by reference to Exhibit (3)(ii) to the
Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.
(4) Instruments defining the rights of security holders, including indentures:
4.1. 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.
4.2. 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.
4.3. 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 Current Report on Form 8-K dated November 13, 1992.
4.4. 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 Current Report on Form 8-K dated October 2, 1995.
4.5. Fourth Supplemental Indenture dated as of August 4, 1999, 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 Quarterly Report on Form 10-Q for the quarterly period (16 weeks)
ended September 11, 1999.
4.6. Fifth Supplemental Indenture dated as of September 17, 1999, 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
4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks)
ended September 11, 1999.
31
4.7. 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 Current Report on Form 8-K dated November 13, 1992.
4.8. Rights Agreement dated as of April 12, 2000, between SUPERVALU INC. and Wells
Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) as Rights Agent,
including as Exhibit B the forms of Rights Certificate and Election to Exercise, is
incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
dated April 17, 2000.
4.9. Indenture dated as of November 2, 2001, between SUPERVALU INC. and The Chase
Manhattan Bank, as Trustee, including form of Liquid Yield Option™ Note due 2031 (Zero
Coupon—Senior), is incorporated by reference to Exhibit 4.1 to the Registrant’s
Registration Statement on Form S-3, Registration No. 333-81252.
4.10. Registration Rights Agreement dated as of November 2, 2001, by and among
SUPERVALU INC., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, is incorporated by reference to Exhibit 4.2 to the Registrant’s Registration
Statement on Form S-3, Registration No. 333-81252.
4.11. Form of Credit Agreement, dated as of February 28, 2005, among the Registrant, the
Lenders named therein, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and
BANK OF AMERICA, N.A., as Syndication Agent, is incorporated by reference to
Exhibit 4.11 to the Registrant’s Current Report on Form 8-K dated February 28, 2005.
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:
10.1. SUPERVALU INC. 2002 Stock Plan is incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended
June 15, 2002.*
10.2. SUPERVALU INC. 1997 Stock Plan, as amended, is incorporated by reference to Exhibit
10.2 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.*
10.3. SUPERVALU INC. 1993 Stock Plan, as amended, is incorporated by reference to Exhibit
10.1 to the Registrant’s Annual Report on Form 10-K for the year ended February 27,
1999.*
10.4. SUPERVALU/Richfood Stock Incentive Plan, as amended, is incorporated by reference to
Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended February
23, 2002.*
10.5. Resolutions of SUPERVALU INC. Board of Directors, amending the SUPERVALU INC.
Restricted Stock Plan, as amended, are incorporated by reference to Exhibit 10.29 to the
Registrant’s Annual Report on Form 10-K for the year ended February 24, 2001.*
10.6. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended, 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 September 12, 1998.*
10.7. SUPERVALU INC. 1989 Stock Appreciation Rights Plan is incorporated by reference to
Exhibit (10)g. to the Registrant’s Annual Report on Form 10-K for the year ended
February 25, 1989.*
32
10.8. SUPERVALU INC. Executive Incentive Bonus Plan is incorporated by reference to
Exhibit (10)c. to the Registrant’s Annual Report on Form 10-K for the year ended
February 22, 1997.*
10.9. SUPERVALU INC. Annual Cash Bonus Plan for Designated Corporate Officers, as
amended, is incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report
on Form 10-K for the year ended February 24, 2001.*
10.10. SUPERVALU INC. Long-Term Incentive Plan is incorporated by reference to Exhibit
10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16
weeks) ended June 15, 2002.*
10.11. SUPERVALU INC. Deferred Compensation Plan for Non-Employee Directors, as
amended, is incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report
on Form 10-K for the year ended February 22, 2003.*
10.12. SUPERVALU INC. Excess Benefit Plan Restatement, as amended, is incorporated by
reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year
ended February 22, 2003.*
10.13. SUPERVALU INC. Deferred Compensation Plan as amended, is incorporated by
reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year
ended February 22, 2003.*
10.14. SUPERVALU INC. Executive Deferred Compensation Plan, as amended, is incorporated
by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year
ended February 22, 2003.*
10.15. SUPERVALU INC. Executive Deferred Compensation Plan II, as amended, is incorporated
by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year
ended February 22, 2003.*
10.16. Form of Agreement used in connection with the Registrant’s Executive Post Retirement
Survivor Benefit Program is incorporated by reference to Exhibit (10)i. to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 12,
1998.*
10.17. Form of Change of Control Severance Agreements entered into with certain officers of the
Registrant is incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report
on Form 10-K for the year ended February 27, 1999.*
10.18. SUPERVALU INC. Directors Retirement Program, as amended, is incorporated by
reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year
ended February 22, 2003.*
10.19. SUPERVALU INC. Non-Qualified Supplemental Executive Retirement Plan is incorporated
by reference to Exhibit (10)r. to the Registrant’s Annual Report on Form 10-K for the year
ended February 24, 1990.*
10.20. First Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive
Retirement Plan 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 September 7, 1996.*
10.21. Second Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive
Retirement Plan is incorporated by reference to Exhibit (10)r. to the Registrant’s Annual
Report on Form 10-K for the year ended February 28, 1998.*
10.22 Third Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive
Retirement Plan is incorporated by reference to Exhibit (10)h. to the Registrant’s Quarterly
Report on Form 10-Q for the quarterly period (12 weeks) ended September 12, 1998.*
33
10.23. Fourth Amendment to SUPERVALU INC. Non-Qualified Supplement Executive
Retirement Plan is incorporated by reference to Exhibit 10.23 to the Registrant’s Annual
Report on Form 10-K for the year ended February 22, 2003.*
10.24. SUPERVALU INC. Non-Employee Directors Deferred Stock Plan, as amended, is
incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K
for the year ended February 22, 2003.*
10.25. Restricted Stock Unit Award Agreement for David L. Boehnen, as amended, is incorporated
by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year
ended February 28, 2004.*
10.26. Restricted Stock Unit Award Agreement for Pamela K. Knous, as amended, is incorporated
by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year
ended February 28, 2004.*
10.27. Restricted Stock Unit Award Agreement for John H. Hooley is incorporated by reference
to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended
February 28, 2004.*
10.28. Restricted Stock Unit Award Agreement for Michael L. Jackson is incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year
ended February 28, 2004.*
10.29. Restricted Stock Unit Award Agreement for Jeffrey Noddle is incorporated by reference to
Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended February
22, 2003.*
10.30. Amended and Restated SUPERVALU INC. Grantor Trust dated as of May 1, 2002 is
incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q
for the quarterly period (16 weeks) ended June 15, 2002.*
10.31 Form of SUPERVALU INC. 2002 Stock Plan Stock Option Agreement and Stock Option
Terms and Conditions for Executive Officers is incorporated by reference to Exhibit 10.1
to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks)
ended September 11, 2004.*
10.32 Form of SUPERVALU INC. 2002 Stock Plan Restoration Stock Option Agreement and
Restoration Stock Option Terms and Conditions for Executive Officers is incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the
quarterly period (12 weeks) ended September 11, 2004.*
10.33 Form of SUPERVALU INC. 2002 Stock Plan Stock Option Agreement for Non-Employee
Directors and Stock Option Terms and Conditions for Non-Employee Directors is
incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q
for the quarterly period (12 weeks) ended September 11, 2004.*
10.34 Form of SUPERVALU INC. 2002 Stock Plan Restoration Stock Option Agreement for
Non-Employee Directors and Restoration Stock Option Terms and Conditions for Non-
Employee Directors is incorporated by reference to Exhibit 10.4 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11,
2004.*
10.35 Form of SUPERVALU INC. 2002 Stock Plan Supplemental Non-Qualified Stock Option
Agreement for Non-Employee Directors and Terms and Conditions for Supplemental
Stock Options for Non-Employee Directors is incorporated by reference to Exhibit 10.5 to
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended
September 11, 2004.*
34
10.36 Form of SUPERVALU INC. Long-Term Incentive Plan Restricted Stock Award
Certificate and Long-Term Incentive Plan Restricted Stock Award Terms and Conditions
is incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form
10-Q for the quarterly period (12 weeks) ended September 11, 2004.*
10.37 Form of SUPERVALU INC. 2002 Stock Plan Restricted Stock Award Certificate and
Restricted Stock Award Terms and Conditions is incorporated by reference to Exhibit 10.7
to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks)
ended September 11, 2004.*
10.38 Performance Criteria for Awards Under the Company’s Annual Cash Bonus Plan for
Designated Corporate Officers and the Executive Incentive Bonus Plan is incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the
quarterly period (12 weeks) ended December 4, 2004.*
10.39 Performance Criteria for Awards Under the Company’s Long-Term Incentive Plan is
incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q
for the quarterly period (12 weeks) ended December 4, 2004.*
(12) Statement re Computation of Ratios.
12.1. Ratio of Earnings to Fixed Charges.
(21) Subsidiaries of the Registrant.
21.1. SUPERVALU INC. Subsidiaries.
(23) Consents of Experts and Counsel.
23.1. Consent of KPMG LLP.
(24) Power of Attorney.
24.1. Power of Attorney.
(31) Rule 13a-14(a)/15d-14(a) Certifications.
31.1. Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2. Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
(32) Section 1350 Certifications.
32.1. Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2. Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
* Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item
601(b)(10)(iii)(A) of Regulation S-K
35
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 6, 2005 By: /s/ JEFFREY NODDLE
Jeffrey Noddle
Chief Executive Officer and President
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/ JEFFREY NODDLE
Jeffrey Noddle
Chairman of the Board; Chief
Executive Officer; President; and
Director (principal executive officer)
May 6, 2005
/s/ PAMELA K. KNOUS
Pamela K. Knous
Executive Vice President, Chief
Financial Officer (principal financial
and accounting officer)
May 6, 2005
/s/ IRWIN COHEN*
Irwin Cohen
Director
/s/ RONALD E. DALY*
Ronald E. Daly
Director
/s/ LAWRENCE A. DEL SANTO*
Lawrence A. Del Santo
Director
/s/ SUSAN E. ENGEL*
Susan E. Engel
Director
/s/ EDWIN C. GAGE*
Edwin C. Gage*
Director
/s/ GARNETT L. KEITH, JR.*
Garnett L. Keith, Jr.
Director
/s/ RICHARD L. KNOWLTON*
Richard L. Knowlton
Director
/s/ CHARLES M. LILLIS*
Charles M. Lillis
Director
/s/ MARISSA PETERSON*
Marissa Peterson
Director
/s/ STEVEN S. ROGERS*
Steven S. Rogers*
Director
* Executed this 6th day of May, 2005, on behalf of the indicated Directors by John P. Breedlove, duly appointed
Attorney-in-Fact.
By: /s/ JOHN P. BREEDLOVE
John P. Breedlove
Attorney-in-Fact
36
Exhibit 31.1
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Jeffrey Noddle, certify that:
1. I have reviewed this annual report on Form 10-K of SUPERVALU INC. for the fiscal year ended
February 26, 2005;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board
of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2005 /s/ JEFFREY NODDLE
Chief Executive Officer and President
37
Exhibit 31.2
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Pamela K. Knous, certify that:
1. I have reviewed this annual report on Form 10-K of SUPERVALU INC. for the fiscal year ended
February 26, 2005;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board
of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2005 /s/ PAMELA K. KNOUS
Executive Vice President, Chief Financial Officer
38
Exhibit 32.1
Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
the undersigned officer of SUPERVALU INC. (the “company”) certifies that the annual report on Form 10-K of
the company for the fiscal year ended February 26, 2005, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and the information contained in that Form 10-K fairly presents,
in all material respects, the financial condition and results of operations of the company for the period and as of
the dates covered thereby.
Dated: May 6, 2005 /s/ JEFFREY NODDLE
Jeffrey Noddle
Chief Executive Officer and President
39
Exhibit 32.2
Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
the undersigned officer of SUPERVALU INC. (the “company”) certifies that the annual report on Form 10-K of
the company for the fiscal year ended February 26, 2005, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and the information contained in that Form 10-K fairly presents,
in all material respects, the financial condition and results of operations of the company for the period and as of
the dates covered thereby.
Dated: May 6, 2005 /s/ PAMELA K. KNOUS
Pamela K. Knous
Executive Vice President, Chief Financial Officer
40
SUPERVALU INC.
Annual Report on Form 10-K
Items 6, 8 and 15(a)
Index of Selected Financial Data and Financial Statements and Schedules
Page(s)
Selected Financial Data:
Five Year Financial and Operating Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2–F-3
Financial Statements:
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4–F-6
Consolidated composition of net sales and operating earnings for each of the three years ended
February 26, 2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Consolidated statements of earnings for each of the three years ended February 26, 2005,
February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Consolidated balance sheets as of February 26, 2005 and February 28, 2004 . . . . . . . . . . . . . . . F-9
Consolidated statements of stockholders’ equity for each of the three years ended February 26,
2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
Consolidated statements of cash flows for each of the three years ended February 26, 2005,
February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12–F-35
Unaudited quarterly financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36
Financial Schedule:
Schedule II: Valuation and qualifying accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-37
All other schedules are omitted because they are not applicable or not required.
F-1
SUPERVALU INC. and Subsidiaries
FIVE YEAR FINANCIAL AND OPERATING SUMMARY
2005 2004 2003 2002 2001
Statement of Earnings Data (a)
Net sales $19,543,240 $20,209,679 $19,160,368 $20,293,040 $22,520,384
Cost of sales 16,681,472 17,372,429 16,567,397 17,704,197 19,976,436
Selling and administrative expenses 2,228,944 2,220,329 2,020,110 2,037,771 2,042,259
Gain on sale of Winco Foods, Inc. (109,238) — — — —
Restructure and other charges 26,416 15,523 2,918 46,300 171,264
Operating earnings 715,646 601,398 569,943 504,772 330,425
Interest, net 114,782 146,518 161,939 172,774 190,835
Earnings before income taxes 600,864 454,880 408,004 331,998 139,590
Provision for income taxes 215,041 174,742 150,962 133,672 66,720
Net earnings 385,823 280,138 257,042 198,326 72,870
Net earnings per common share—basic 2.86 2.09 1.92 1.49 0.55
Net earnings per common share—
diluted (b) 2.71 2.01 1.86 1.47 0.55
Balance Sheet Data (a)
Inventories (FIFO) (c) $ 1,180,602 $ 1,214,122 $ 1,194,791 $ 1,178,817 $ 1,477,180
Working capital (c) 643,477 361,394 288,572 36,031 (125,408)
Net property, plant and equipment 2,201,005 2,134,436 2,220,850 2,208,633 2,232,794
Total assets 6,278,342 6,161,771 5,896,245 5,796,249 6,343,152
Long-term debt (d) 1,578,867 1,633,721 2,019,658 1,875,873 2,008,474
Stockholders’ equity 2,510,561 2,209,574 2,009,240 1,899,138 1,783,149
Other Statistics (a)
Net earnings as a percent of net sales 1.97% 1.39% 1.34% 0.98% 0.32%
Return on average stockholders’ equity 16.24% 13.29% 12.97% 10.70% 3.96%
Book value per common share $ 18.53 $ 16.40 $ 15.03 $ 14.29 $ 13.47
Current ratio (c) 1.39:1 1.20:1 1.19:1 1.02:1 0.95:1
Debt to capital ratio (e) 40.1% 46.7% 51.8% 54.3% 59.7%
Dividends declared per common share $ 0.601⁄4 $ 0.573⁄4 $ 0.563⁄4 $ 0.553⁄4 $ 0.543⁄4
Weighted average common shares
outstanding—basic 135,003 133,975 133,730 132,940 132,251
Weighted average common shares
outstanding—diluted (b) 144,924 143,236 142,695 136,405 132,829
Depreciation and amortization (f) $ 303,039 $ 301,589 $ 297,056 $ 340,750 $ 343,779
Capital expenditures (g) $ 325,688 $ 371,464 $ 439,438 $ 388,658 $ 511,673
Net cash provided by operating activities $ 791,566 $ 846,826 $ 583,510 $ 702,964 $ 608,501
Net cash used in investing activities $ (161,814) $ (271,604) $ (330,623) $ (235,129) $ (353,876)
Net cash used in financing activities $ (457,793) $ (312,454) $ (235,870) $ (466,060) $ (255,149)
Notes:
(a) Fiscal 2004 statement of earnings data includes 53 weeks, and all other years include 52 weeks. Dollars in
thousands except per share and percentage data.
(b) The provisions of Emerging Issues Task Force (EITF) Issue No. 04-8, “The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share,” were adopted in the fourth quarter of fiscal 2005
and prior years’ diluted earnings per share amounts were restated. The implementation of EITF 04-8 did not
F-2
change the previously reported fiscal 2001 diluted earnings per share as the convertible debentures were
issued in fiscal 2002. The impact of the EITF 04-8 restatement reduced diluted earnings per share by
approximately $0.11, $0.06, $0.05 and $0.01 in fiscal 2005, fiscal 2004, fiscal 2003, and fiscal 2002,
respectively.
(c) Inventories (FIFO), working capital and current ratio are calculated after adding back the LIFO reserve. The
LIFO reserve for each year is as follows: $148.6 million for fiscal 2005, $135.8 million for fiscal 2004,
$145.5 million for fiscal 2003, $140.8 million for fiscal 2002, and $140.6 million for fiscal 2001.
(d) Long-term debt includes long-term debt and long-term obligations under capital leases.
(e) The debt to capital ratio is calculated as debt, which includes notes payable, current debt, current obligations
under capital leases, long-term debt and long-term obligations under capital leases, divided by the sum of
debt and stockholders’ equity.
(f) As of February 24, 2002, pursuant to Statement of Financial Accounting Standards (SFAS) No. 142,
goodwill and intangible assets acquired in a purchase business combination and determined to have an
indefinite useful life are not amortized.
(g) Capital expenditures include cash expenditures and capital lease asset additions.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
SUPERVALU INC.:
We have audited the accompanying consolidated balance sheets of SUPERVALU INC. and subsidiaries (the
Company) as of February 26, 2005 and February 28, 2004, and the related consolidated statements of earnings,
cash flows and stockholders’ equity for each of the fiscal years in the three-year period ended February 26, 2005.
In connection with our audits of the consolidated financial statements, we have also audited the financial
statement schedule as listed in the accompanying index. These consolidated financial statements and financial
statement schedule are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects,
the financial position of SUPERVALU INC. and subsidiaries as of February 26, 2005 and February 28, 2004,
and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended
February 26, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the
related financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of SUPERVALU INC.’s internal control over financial reporting as of February
26, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 6, 2005 expressed an
unqualified opinion on management’s assessment of, and an unqualified opinion on the effective operation of,
internal control over financial reporting.
/s/ KPMG LLP
Minneapolis, Minnesota
May 6, 2005
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
SUPERVALU INC.:
We have audited management’s assessment, included in the accompanying Management’s Annual Report
on Internal Control Over Financial Reporting, that SUPERVALU INC. maintained effective internal control
over financial reporting as of February 26, 2005, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
SUPERVALU INC.’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, evaluating management’s
assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management’s assessment that SUPERVALU INC. maintained effective internal control
over financial reporting as of February 26, 2005, is fairly stated, in all material respects, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Also, in our opinion, SUPERVALU INC. maintained, in all material
respects, effective internal control over financial reporting as of February 26, 2005, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as
of February 26, 2005, excluded Total Logistics, Inc., which was acquired by the Company in February 2005 in a
purchase business combination. Total Logistics, Inc., is a wholly owned subsidiary of the Company whose total
assets and net sales represented less than 1% of consolidated total assets and less than 1% of consolidated net
sales of the Company as of and for the fiscal year ended February 26, 2005. Our audit of internal control over
financial reporting of SUPERVALU INC. also excluded an evaluation of the internal control over financial
reporting of Total Logistic, Inc.
F-5
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of SUPERVALU INC. and subsidiaries as of February 26, 2005
and February 28, 2004, and the related consolidated statements of earnings, stockholders’ equity, and cash flows
for each of the fiscal years in the three-year period ended February 26, 2005, and our report dated May 6, 2005,
expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Minneapolis, Minnesota
May 6, 2005
F-6
SUPERVALU INC. and Subsidiaries
CONSOLIDATED COMPOSITION OF NET SALES AND OPERATING EARNINGS
(In thousands, except percent data)
February 26, 2005
(52 weeks)
February 28, 2004
(53 weeks)
February 22, 2003
(52 weeks)
Net sales
Retail food $10,549,478 $10,551,235 $ 9,848,230
54.0% 52.2% 51.4%
Food distribution 8,993,762 9,658,444 9,312,138
46.0% 47.8% 48.6%
Total net sales $19,543,240 $20,209,679 $19,160,368
100.0% 100.0% 100.0%
Operating earnings
Retail food operating earnings $ 446,303 $ 443,968 $ 436,537
Food distribution operating earnings 234,585 222,462 171,589
General corporate expenses (48,064) (49,509) (35,265)
Gain on sale of WinCo Foods, Inc. 109,238 — —
Restructure and other charges (26,416) (15,523) (2,918)
Total operating earnings 715,646 601,398 569,943
Interest expense, net (114,782) (146,518) (161,939)
Earnings before income taxes $ 600,864 $ 454,880 $ 408,004
Identifiable assets
Retail food $ 3,269,793 $ 3,448,117 $ 3,352,164
Food distribution 2,554,915 2,440,692 2,527,858
Corporate 453,634 272,962 16,223
Total $ 6,278,342 $ 6,161,771 $ 5,896,245
Depreciation and amortization
Retail food $ 207,523 $ 200,367 $ 184,619
Food distribution 94,943 99,322 109,566
Corporate 573 1,900 2,871
Total $ 303,039 $ 301,589 $ 297,056
Capital expenditures
Retail food $ 219,069 $ 304,774 $ 357,342
Food distribution 105,435 65,878 80,916
Corporate 1,184 812 1,180
Total $ 325,688 $ 371,464 $ 439,438
The company’s business is classified by management into two reportable segments: Retail food and Food
distribution. Retail food operations include three retail formats: extreme value stores, regional price superstores
and regional supermarkets. The retail formats include results of food stores owned and results of sales to extreme
value stores licensed by the company. Food distribution operations include results of sales to affiliated food
stores, mass merchants and other customers, and other logistics arrangements. Substantially all of the company’s
operations are domestic. Management utilizes more than one measurement and multiple views of data to assess
segment performance and to allocate resources to the segments. However, the dominant measurements are
consistent with the consolidated financial statements.
F-7
SUPERVALU INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
February 26, 2005
(52 weeks)
February 28, 2004
(53 weeks)
February 22, 2003
(52 weeks)
Net sales $19,543,240 $20,209,679 $19,160,368
Costs and expenses
Cost of sales 16,681,472 17,372,429 16,567,397
Selling and administrative expenses 2,228,944 2,220,329 2,020,110
Gain on sale of WinCo Foods, Inc. (109,238) — —
Restructure and other charges 26,416 15,523 2,918
Operating earnings 715,646 601,398 569,943
Interest
Interest expense 137,500 165,581 182,499
Interest income 22,718 19,063 20,560
Interest expense, net 114,782 146,518 161,939
Earnings before income taxes 600,864 454,880 408,004
Provision for income taxes
Current 168,586 123,026 89,754
Deferred 46,455 51,716 61,208
Income tax expense 215,041 174,742 150,962
Net earnings $ 385,823 $ 280,138 $ 257,042
Net earnings per common share—basic $ 2.86 $ 2.09 $ 1.92
Net earnings per common share—diluted $ 2.71 $ 2.01 $ 1.86
Weighted average number of common shares outstanding
Basic 135,003 133,975 133,730
Diluted 144,924 143,236 142,695
See Notes to Consolidated Financial Statements.
F-8
SUPERVALU INC. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
February 26,
2005
February 28,
2004
ASSETS
Current assets
Cash and cash equivalents $ 463,915 $ 291,956
Receivables, less allowance for losses of $22,523 in 2005 and $18,531 in 2004 468,629 447,872
Inventories 1,032,034 1,078,343
Other current assets 161,922 218,996
Total current assets 2,126,500 2,037,167
Long-term notes receivable, less allowance for losses of $11,240 in 2005 and $15,913 in 2004 35,115 61,041
Long-term investment in direct financing leases 53,436 68,688
Property, plant and equipment
Land 154,548 143,037
Buildings 1,114,863 1,103,569
Property under construction 18,522 6,200
Leasehold improvements 453,130 365,858
Equipment 1,727,094 1,651,385
Assets under capital leases 564,543 563,412
4,032,700 3,833,461
Less accumulated depreciation and amortization 1,831,695 1,699,025
Net property, plant and equipment 2,201,005 2,134,436
Goodwill 1,627,847 1,557,057
Other assets 234,439 303,382
Total assets $6,278,342 $6,161,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $1,111,240 $1,041,561
Accrued vacation, compensation and benefits 240,862 259,827
Current maturities of long-term debt 64,320 273,811
Current obligations under capital leases 35,143 32,133
Income taxes currently payable 52,208 106,577
Other current liabilities 127,818 97,643
Total current liabilities 1,631,591 1,811,552
Long-term debt 1,051,888 1,111,486
Long-term obligations under capital leases 526,979 522,235
Deferred income taxes 150,654 143,072
Other liabilities 406,669 363,852
Commitments and contingencies
Stockholders’ equity
Common stock, $1.00 par value: Authorized 400,000 shares
Shares issued, 150,670 in 2005 and 2004 150,670 150,670
Capital in excess of par value 116,047 102,352
Accumulated other comprehensive losses (104,581) (98,732)
Retained earnings 2,658,012 2,353,575
Treasury stock, at cost, 15,192 shares in 2005 and 15,910 shares in 2004 (309,587) (298,291)
Total stockholders’ equity 2,510,561 2,209,574
Total liabilities and stockholders’ equity $6,278,342 $6,161,771
See Notes to Consolidated Financial Statements.
F-9
SUPERVALU INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
Common Stock
Capital in
Excess of
Par Value
Treasury Stock
Accumulated
Other
Comprehensive
Losses
Retained
Earnings TotalShares Amount Shares Amount
BALANCES AT FEBRUARY 23, 2002 150,670 $150,670 $121,444 (17,781) $(335,885) $ (7,075) $1,969,984 $1,899,138
Net earnings — — — — — — 257,042 257,042
Other comprehensive loss — — — — — (71,988) — (71,988)
Sales of common stock under option
plans — — (9,196) 2,155 47,618 — — 38,422
Cash dividends declared on common
stock $0.5675 per share — — — — — — (76,094) (76,094)
Compensation under employee incentive
plans — — 1,780 152 3,099 — — 4,879
Purchase of shares for treasury — — — (1,508) (42,159) — — (42,159)
BALANCES AT FEBRUARY 22, 2003 150,670 150,670 114,028 (16,982) (327,327) (79,063) 2,150,932 2,009,240
Net earnings — — — — — — 280,138 280,138
Other comprehensive loss — — — — — (19,669) — (19,669)
Sales of common stock under option
plans — — (11,047) 1,596 41,508 — — 30,461
Cash dividends declared on common
stock $0.5775 per share — — — — — — (77,495) (77,495)
Compensation under employee incentive
plans — — (629) 93 2,127 — — 1,498
Purchase of shares for treasury — — — (617) (14,599) — — (14,599)
BALANCES AT FEBRUARY 28, 2004 150,670 150,670 102,352 (15,910) (298,291) (98,732) 2,353,575 2,209,574
Net earnings — — — — — — 385,823 385,823
Other comprehensive loss — — — — — (5,849) — (5,849)
Sales of common stock under option
plans — — 12,522 2,646 44,143 — — 56,665
Cash dividends declared on common
stock $0.6025 per share — — — — — — (81,386) (81,386)
Compensation under employee incentive
plans — — 1,173 49 520 — — 1,693
Purchase of shares for treasury — — — (1,977) (55,959) — — (55,959)
BALANCES AT FEBRUARY 26, 2005 150,670 $150,670 $116,047 (15,192) $(309,587) $(104,581) $2,658,012 $2,510,561
2005 2004 2003
Comprehensive income:
Net earnings $385,823 $280,138 $257,042
Derivative financial instrument – unrealized loss, net of tax of $4.2 million in 2004 and $0.2 million in
2003 — 6,735 340
Minimum pension liability, net of tax of $(2.5) million in 2005, $17.1 million in 2004, and $47.1 million
in 2003 (5,849) (26,404) (72,328)
Comprehensive income $379,974 $260,469 $185,054
See Notes to Consolidated Financial Statements.
F-10
SUPERVALU INC. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
February 26,
2005
(52 weeks)
February 28,
2004
(53 weeks)
February 22,
2003
(52 weeks)
Cash flows from operating activities
Net earnings $ 385,823 $ 280,138 $ 257,042
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 303,039 301,589 297,056
LIFO expense 6,112 4,734 4,741
Provision for losses on receivables 10,338 10,479 15,719
Loss (gain) on sale of property, plant and equipment 7,445 (1,802) (5,564)
Gain on sale of WinCo Foods, Inc. (109,238) — —
Restructure and other charges 26,416 15,523 2,918
Deferred income taxes 48,962 38,761 14,184
Equity in earnings of unconsolidated subsidiaries (14,325) (39,215) (39,724)
Other adjustments, net 3,154 4,339 3,675
Changes in assets and liabilities, net of effects from acquisition of business:
Receivables 18,049 23,407 (46,890)
Inventories 34,943 (19,331) (15,974)
Long-term notes receivable, net 24,880 14,620 (4,094)
Accounts payable 26,990 1,361 111,811
Income taxes currently payable (67,449) 82,781 22,707
Other assets and liabilities 86,427 129,442 (34,097)
Net cash provided by operating activities 791,566 846,826 583,510
Cash flows from investing activities
Proceeds from sale of assets 34,896 56,552 65,986
Proceeds from sale of WinCo Foods, Inc. 229,846 — —
Purchases of property, plant and equipment (262,790) (328,156) (396,609)
Purchase of Total Logistics, Inc. (163,766) — —
Net cash used in investing activities (161,814) (271,604) (330,623)
Cash flows from financing activities
Net (reduction) issuance of notes payable — (80,000) 56,000
Proceeds from issuance of long-term debt 3,813 — 296,535
Repayment of long-term debt (331,798) (131,063) (472,448)
Reduction of obligations under capital leases (33,004) (32,884) (29,767)
Dividends paid (80,220) (77,035) (75,648)
Net proceeds from the sale of common stock under option plans 39,375 23,127 31,617
Payment for purchase of treasury shares (55,959) (14,599) (42,159)
Net cash used in financing activities (457,793) (312,454) (235,870)
Net increase in cash and cash equivalents 171,959 262,768 17,017
Cash and cash equivalents at beginning of year 291,956 29,188 12,171
Cash and cash equivalents at end of year $ 463,915 $ 291,956 $ 29,188
SUPPLEMENTAL CASH FLOW INFORMATION
The company’s non-cash activities were as follows:
Leased asset additions and related obligations $ 62,898 $ 43,308 $ 42,829
Minimum pension liability, net of deferred taxes $ 5,849 $ 26,404 $ 72,328
Interest and income taxes paid:
Interest paid (net of amount capitalized) $122,131 $143,088 $171,089
Income taxes paid (net of refunds) $216,572 $ 29,081 $ 48,787
See Notes to Consolidated Financial Statements.
F-11
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements include the accounts of the company and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated. References to the company refer to
SUPERVALU INC. and Subsidiaries.
Fiscal Year:
The company’s fiscal year ends on the last Saturday in February. The company’s first quarter consists of 16
weeks, while the second, third and fourth quarters each consist of 12 weeks, except for the fourth quarter of fiscal
2004 which consisted of 13 weeks. The last three fiscal years consist of the 52-week period ending February 26,
2005, the 53-week period ending February 28, 2004, and the 52-week period ending February 22, 2003.
Revenue and Income Recognition:
Revenues and income from product sales are recognized at the point of sale for retail food and upon
shipment of the product for food distribution. Revenues and income from services rendered are recognized
immediately after such services have been provided.
Revenues and costs from third party logistic operations are recorded in accordance with EITF issue No.
99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent”. Generally, when the company is the
primary obligor in a transaction, is subject to inventory and/or credit risk, has latitude in establishing price and
selecting suppliers, or has several, but not all of these indicators, revenue is recorded gross. If the company is not
the primary obligor and amounts earned have little or no credit risk, the company generally records the net
amounts as management fees earned.
Cost of Sales:
Cost of sales includes cost of inventory sold during the period, including purchasing and distribution costs
and shipping and handling fees.
Advertising expenses are a component of cost of sales in the Consolidated Statement of Earnings and are
expensed as incurred. Advertising expenses were $80.8 million, $83.4 million and $83.9 million for fiscal 2005,
2004 and 2003, respectively.
The company receives allowances and credits from suppliers for volume incentives, promotional allowances
and, to a lesser extent, new product introductions which are typically based on contractual arrangements covering
a period of one year or less. Volume incentives and promotional allowances earned, based on quantities
purchased, and new product allowances are recorded as a reduction to the cost of purchased inventory and
recognized when the related inventory is sold. Promotional allowances that are based on the sell-through of
products are recognized as a reduction of cost of sales when the products are sold.
Cash and Cash Equivalents:
The company considers all highly liquid investments with maturities of three months or less at the time of
purchase to be cash equivalents.
F-12
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Allowances for Losses on Receivables:
Management makes estimates of the uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of its allowances, management analyzes the value of the collateral, customer financial
statements, historical collection experience, aging of receivables and other economic and industry factors.
Although risk management practices and methodologies are utilized to determine the adequacy of the allowance,
it is possible that the accuracy of the estimation process could be materially impacted by different judgments as
to collectibility based on the information considered and further deterioration of accounts.
LIFO and Retail Inventory Method:
Inventories are stated at the lower of cost or market. Market is replacement value. Substantially all of the
company’s inventory is finished goods.
For a significant portion of the company’s inventory, cost is determined through use of the last-in, first-out
(LIFO) method. The company utilized LIFO to value approximately 64 percent and 68 percent of the company’s
consolidated inventories for fiscal 2005 and 2004, respectively. The first-in, first-out method (FIFO) is used to
determine cost for some of the remaining highly consumable inventories. If the FIFO method had been used to
determine cost of inventories for which the LIFO method is used, the company’s inventories would have been
higher by approximately $148.6 million at February 26, 2005 and $135.8 million at February 28, 2004.
The retail inventory method (RIM) is used to value retail inventory. The valuation of inventories is at cost
and the resulting gross margins are calculated by applying a calculated cost-to-retail ratio to the retail value of
inventories. RIM is an averaging method that has been widely used in the retail industry due to its practicality.
The company evaluates inventory shortages throughout the year based on actual physical counts in its
facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for
estimated shortages as of the financial statement date.
Reserves for Closed Properties and Asset Impairment Charges:
The company maintains reserves for estimated losses on retail stores, distribution warehouses and other
properties that are no longer being utilized in current operations. The company provides for closed property lease
liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments
after the closing date, net of estimated subtenant income. The closed property lease liabilities usually are paid
over the remaining lease terms, which generally range from one to fifteen years. The company estimates
subtenant income and future cash flows based on the company’s experience and knowledge of the market in
which the closed property is located, the company’s previous efforts to dispose of similar assets and existing
economic conditions.
Owned properties that are closed are reduced to their estimated net realizable value. Reduction in the
carrying values of property, equipment and leasehold improvements are recognized when expected net future
cash flows are less than the assets’ carrying value. The company estimates net future cash flows based on its
experience and knowledge of the market in which the closed property is located and, when necessary, utilizes
local real estate brokers.
Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs
differing from original estimates. Adjustments are made for changes in estimates in the period in which the
changes become known.
F-13
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The expectations on timing of disposition or sublease and the estimated sales price or sublease income
associated with closed properties are impacted by variable factors such as inflation, the general health of the
economy, resultant demand for commercial property, the ability to secure subleases, the creditworthiness of
sublessees and the company’s success at negotiating early termination agreements with lessors. While
management believes the current estimates on closed properties are adequate, it is possible that market conditions
in the real estate market could cause changes in the company’s assumptions and may require additional reserves
and asset impairment charges to be recorded.
Reserves for Self Insurance:
The company is primarily self-insured for workers’ compensation, health care for certain employees and
general and automobile liability costs. It is the company’s policy to record its self-insurance liabilities based on
claims filed and an estimate of claims incurred but not yet reported, discounted at a risk free interest rate. Any
projection of losses concerning workers’ compensation, health care and general and automobile liability is
subject to a considerable degree of variability. Among the causes of this variability are unpredictable external
factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes
and claim settlement patterns.
Property, Plant and Equipment:
Property, plant and equipment are carried at cost. Depreciation, as well as amortization of assets under capital
leases, is based on the estimated useful lives of the assets using the straight-line method. Estimated useful lives
generally are 10 to 40 years for buildings and major improvements, 3 to 10 years for equipment, and the shorter of
the term of the lease or expected life for leasehold improvements. Interest on property under construction of $0.2
million, $0.4 million and $5.9 million was capitalized in fiscal years 2005, 2004 and 2003, respectively.
Goodwill and Other Intangible Assets:
Goodwill represents the excess of costs over fair value of assets of businesses acquired. The company
adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other
Intangible Assets”, as of February 24, 2002. Pursuant to SFAS No. 142, goodwill and intangible assets acquired
in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead
are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142
also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and be reviewed for impairment in accordance with SFAS No. 144,
“Accounting for Impairment or Disposal of Long-Lived Assets”.
Impairment of Long-Lived Assets:
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the
Company monitors the carrying value of long-lived assets for potential impairment each quarter based on
whether certain trigger events have occurred. These events include current period losses combined with a history
of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a
trigger event occurs, an impairment calculation is performed, comparing projected undiscounted future cash
flows rates, to the carrying value. If impairment is identified for long-lived assets to be held and used, discounted
future cash flows are compared to the asset’s current carrying value. Impairment is recorded when the carrying
value exceeds the discounted cash flows. Costs to reduce the carrying value of long-lived assets are a component
of selling and administrative expenses in the Consolidated Statement of Earnings.
F-14
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deferred Rent:
The company recognizes rent holidays, including the time period during which the company has access to
the property prior to the opening of the site, as well as construction allowances and escalating rent provisions, on
a straight-line basis over the term of the lease. The deferred rents are included in other current liabilities and
other long-term liabilities on the Consolidated Balance Sheets.
Benefit Plans:
The company sponsors pension and other retirement plans in various forms covering primarily non-union
employees who meet eligibility requirements. The determination of the company’s obligation and expense for
company sponsored pension and other post retirement benefits is dependent, in part, on management’s selection
of certain assumptions used by actuaries in calculating such amounts. These assumptions are described in the
Benefit Plans note in the Notes to Consolidated Financial Statements and include, among other things, the
discount rate, the expected long-term rate of return on plan assets, and the rates of increases in compensation and
healthcare costs.
Derivatives:
The company accounts for derivatives pursuant to SFAS No. 133, “Accounting for Derivatives and Hedging
Activities”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activity,
an Amendment of SFAS No. 133”. SFAS No. 133 and No. 138 require that all derivative financial instruments
are recorded on the balance sheet at their respective fair value.
The company has limited involvement with derivatives and uses them only to manage well-defined interest
rate risks. The derivatives used have included interest rate caps, collars and swap agreements. The company does
not use financial instruments or derivatives for any trading or other speculative purposes.
Stock-based Compensation:
The company has stock based employee compensation plans, which are described more fully in the Stock
Option Plans note in the Notes to Consolidated Financial Statements. The company utilizes the intrinsic value-
based method, per Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to
Employees,” for measuring the cost of compensation paid in company common stock. This method defines the
company’s cost as the excess of the stock’s market value at the time of the grant over the amount that the
employee is required to pay. In accordance with APB Opinion No. 25, no compensation expense was recognized
for options issued under the stock option plans in fiscal 2005, 2004 or 2003 as the exercise price of all options
granted was not less than 100 percent of fair market value of the common stock on the date of grant.
F-15
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table illustrates the effect on net earnings and net earnings per share if the company had applied
the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended
by SFAS No. 148, “Accounting for Stock-Based Compensation,” to stock-based employee compensation:
2005 2004 2003
(In thousands, except per share data)
Net earnings, as reported $385,823 $280,138 $257,042
Add: stock-based compensation expense included in reported net earnings,
net of related tax effect 7,732 1,385 1,100
Deduct: total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effect (23,733) (11,643) (10,628)
Pro forma net earnings 369,822 269,880 247,514
Add: interest and amortization on dilutive convertible debentures, net of
related tax effect 6,786 7,678 7,971
Pro forma net earnings for diluted earnings per share $376,608 $277,558 $255,485
Earnings per share—basic:
As reported $ 2.86 $ 2.09 $ 1.92
Pro forma $ 2.74 $ 2.01 $ 1.85
Earnings per share—diluted:
As reported $ 2.71 $ 2.01 $ 1.86
Pro forma $ 2.60 $ 1.93 $ 1.79
For more information on the method and assumptions used in determining the fair value of stock-based
compensation, see the Stock Option Plans note in the Notes to Consolidated Financial Statements.
Income Taxes:
The company provides for deferred income taxes during the year in accordance with SFAS No. 109,
“Accounting for Income Taxes”. Deferred income taxes represent future net tax effects resulting from temporary
differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to be settled or realized. The major temporary differences and
their net effect are included in the Income Taxes note in the Notes to Consolidated Financial Statements.
Net Earnings Per Share (EPS):
Basic EPS is calculated using income available to common shareholders divided by the weighted average
number of common shares outstanding during the year. Diluted EPS is similar to basic EPS except that the
weighted average number of common shares outstanding is after giving affect to the dilutive impacts of stock
options, restricted stock, and outstanding contingently convertible debentures. In addition, for the calculation of
diluted earnings per share, net income is adjusted to eliminate the after tax interest expense recognized during the
year related to contingently convertible debentures. See the earnings per share note in the Notes to Consolidated
Financial Statements.
Comprehensive Income:
The company reports comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive
Income”. Comprehensive income refers to revenues, expenses, gains and losses that are not included in net
earnings but rather are recorded directly in stockholders’ equity in the Consolidated Statements of Stockholders’
Equity.
F-16
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Use of Estimates:
The preparation of consolidated 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to conform prior years’ data to the current presentation. These
reclassifications had no effect on reported earnings.
New Accounting Standards
In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN)
No. 46, “Consolidation of Variable Interest Entities” (FIN 46), and revised it in December 2003. FIN 46
addresses how a business should evaluate whether it has a controlling financial interest in an entity through
means other than voting rights and accordingly should consolidate the entity. FIN 46 applied immediately to
entities created after January 31, 2003, and no later than the end of the first reporting period that ended after
December 15, 2003 to entities considered to be special-purpose entities (SPEs). FIN 46 was effective for all other
entities no later than the end of the first interim or annual reporting period ending after March 15, 2004. The
adoption of the provisions of FIN 46 relative to SPEs and for entities created after January 31, 2003 did not have
an impact on the company’s consolidated financial statements. The other provisions of FIN 46 did not have an
impact on the company’s consolidated financial statements.
In December 2003, the FASB issued SFAS No. 132 (Revised 2003), “Employers’ Disclosures about
Pensions and Other Post Retirement Benefits—An Amendment of FASB Statements No. 87, 88 and 106.” This
statement increases the existing disclosure requirements by requiring more details about pension plan assets,
benefit obligations, cash flows, benefit costs and related information. The effect of the revisions to SFAS No. 132
is included in the Benefit Plan note in the Notes to Consolidated Financial Statements.
In May 2004, the FASB issued Financial Staff Position (FSP) No. 106-2, “Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP No.
106-2 supersedes FSP No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003,” and provides guidance on the accounting and disclosures
related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Medicare Act) which
was signed into law in December 2003. Except for certain nonpublic entities, FSP 106-2 is effective for the first
interim or annual period beginning after June 15, 2004. The company adopted FSP 106-2 in the second quarter of
fiscal 2005 using the retroactive application method and the fiscal 2005 impact was immaterial to the consolidated
financial statements. Based upon current guidance around the definition of actuarially equivalent, equivalence was
only determined with respect to a portion of the plan participants depending on plan benefits provided. If additional
clarifying regulations related to the Medicare Act or the definition of actuarially equivalent becomes available,
remeasurement of the plan obligations may be required, and related impacts on net periodic benefit costs would be
reflected prospectively in the consolidated financial statements.
In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF)
consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per
Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net
earnings and diluted shares outstanding, used for diluted earnings per share calculations, are restated using the
if-converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s
F-17
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
outstanding contingently convertible debentures which were issued in November 2001. The company adopted the
provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted earnings per share
amounts. The impact of the EITF 04-8 restatement reduced diluted earnings per share by approximately $0.11,
$0.06 and $0.05 in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
In December 2004, the FASB issued FASB Statement 123 (Revised 2004), “Share-Based Payment.” This
revised statement, which is effective for fiscal years beginning after June 15, 2005, requires all share-based
payments to employees to be recognized in the financial statements based on their fair values. The company
currently accounts for its share-based payments to employees under the intrinsic value method of accounting set
forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issues to Employees.”
Additionally, the company complies with the stock-based employer compensation disclosure requirements of
SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of
FASB Statement No. 123.” The company is in the process of evaluating the use of certain option-pricing models
as well as the assumptions to be used in such models. The company plans to adopt the revised statement in its
first quarter of its fiscal year 2007, which begins on February 26, 2006.
RESTRUCTURE AND OTHER CHARGES
In fiscal 2000, 2001, and 2002, the company commenced restructuring programs designed to reduce costs
and enhance efficiencies and included facility consolidation and disposal of non-core assets and assets not
meeting return objectives or providing long-term strategic opportunities. The restructuring plans resulted in the
company recording pre-tax restructure and other charges in fiscal 2000, 2001 and 2002.
In fiscal 2003, all activity for the fiscal 2002, 2001 and 2000 restructure plans was completed. The table
below shows the remaining restructure reserves for the 2002, 2001, and 2000 plans as of February 26, 2005, as
well as reserve related activity for the three fiscal years then ended.
Restructure
Plan
Fiscal 2002
Reserve
Balance
Fiscal 2003
Activity
Fiscal 2003
Reserve
Balance
Fiscal 2004
Activity
Fiscal 2004
Reserve
Balance
Fiscal 2005
Activity
Fiscal 2005
Reserve
BalanceUsage Adjustment Usage Adjustment Usage Adjustment
(In millions)
2002 $16.3 $ (9.3) $ (3.6) $ 3.4 $ (3.8) $ 0.6 $ 0.2 $(0.2) $ — $ 0.0
2001 $56.0 $(35.5) $11.7 $32.2 $(17.3) $11.7 $26.6 $(6.6) $22.3 $42.3
2000 $18.0 $ (9.8) $ 2.9 $11.1 $ (9.1) $ 0.5 $ 2.5 $(1.4) $ — $ 1.1
The company recognized pre-tax restructure and other charges of $26.4 million, $15.5 million and $2.9
million for fiscal years 2005, 2004, and 2003 respectively. These charges reflect changes in liabilities associated
with employee benefit related costs from previously exited distribution facilities as well as changes in estimates
on exited real estate, including asset impairment. Fiscal 2005 charges related primarily to restructure 2001 and
consisted of reserve adjustments of $22.3 million, asset impairment charges of $0.5 million, and property holding
costs of $3.6 million. Fiscal 2004 charges reflect the net adjustments to the restructure reserves of $12.8 million,
as well as asset impairment adjustments of $2.7 million for restructure 2001. Fiscal 2003 charges reflect the net
adjustments to the restructure reserves of $11.0 million, as well as asset impairment adjustments of $(3.6) million
and $(4.5) million for restructure 2001 and 2000, respectively.
F-18
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The remaining 2001 restructure reserves includes $25.9 million for employee benefit related costs and $16.4
million for lease related costs for exited properties. In fiscal 2005, there was an increase in 2001 restructure reserves
of $22.3 million for employee benefit related costs for multiemployer plan liabilities resulting from withdrawal
notices received in fiscal 2005 for previously exited distribution facilities and changes in estimates on exited real
estate of $18.0 million and $4.3 million, respectively.
RESERVES FOR CLOSED PROPERTIES AND ASSET IMPAIRMENT CHARGES
Reserves for Closed Properties:
The company maintains reserves for estimated losses on retail stores, distribution warehouses and other
properties that are no longer being utilized in current operations. The reserves for closed properties include
management’s estimates for lease subsidies, lease terminations and future payments on exited real estate. Details
of the activity in the closed property reserves for fiscal 2005, 2004 and 2003 are as follows:
2005 2004 2003
(in thousands)
Beginning balance $ 47,205 $ 49,873 $ 74,996
Additions 12,889 10,809 3,169
Usage (22,648) (13,477) (28,292)
Ending balance $ 37,446 $ 47,205 $ 49,873
Asset Impairment:
The company recognized asset impairment charges of $4.8 million, $7.6 million and $15.6 million in fiscal
2005, 2004 and 2003, respectively, on the write-down of property, plant and equipment for closed properties. For
fiscal 2005, the asset impairment charge related to the retail food segment. For fiscal 2004, of the $7.6 million
asset impairment charge recognized, $6.2 million related to the retail food segment and $1.4 million related to the
food distribution segment. For fiscal 2003, of the $15.6 million asset impairment charge recognized, $8.7 million
related to the retail food segment and $6.9 million related to the food distribution segment. Impairment charges, a
component of selling and administrative expenses in the Consolidated Statements of Earnings, reflect the
difference between the carrying value of the assets and the estimated fair values, which were based on the
estimated market values for similar assets.
ASSETS HELD FOR SALE
At February 28, 2004, the company had $9.7 million of assets classified as held for sale included in other
current assets in the Consolidated Balance Sheets. These assets were for closed distribution centers that the
company was actively marketing for sale.
NOTES RECEIVABLE
Notes receivable arise from financing activities with independent retail food customers. Loans to retailers,
as well as trade accounts receivable, are primarily collateralized by the retailers’ inventory, equipment and
fixtures. The notes range in length from 1 to 15 years with an average term of 7 years, and may be non-interest
bearing or bear interest at rates ranging from approximately 4 to 12 percent.
Notes receivable, net due within one year of $13.8 million and $25.5 million at February 26, 2005 and
February 28, 2004, respectively, are included in current receivables, net in the Consolidated Balance Sheets.
F-19
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
On February 7, 2005, the company acquired Total Logistics, a national provider of third party logistics
services for approximately $234 million comprised of $164 million of cash and $70 million of assumed debt. As
part of the Total Logistics acquisition, the company acquired Zero Zone, a refrigeration case and system
manufacturer, which will be divested in fiscal 2006 as it is non-core to the company’s food retail and supply
chain businesses. The results of Total Logistics for the period subsequent to the acquisition are immaterial to the
fiscal 2005 consolidated financial statements. The purchase price allocation resulted in approximately $14.7
million of intangible assets related to trademarks, tradenames and customer relationships and approximately
$116.6 million of goodwill. The allocation of the acquisition cost was based on a preliminary independent
appraisal of fair values. The final appraised values may differ from the amounts presented. Final valuation related
adjustments will be reflected in fiscal 2006.
In fiscal 2004, the company completed an asset exchange with C&S Wholesale Grocers, Inc. (C&S)
whereby the company acquired certain former Fleming Companies’ distribution operations in the Midwest from
C&S in exchange for the company’s New England operations (Asset Exchange). The Asset Exchange resulted in
the addition of approximately $58.6 million of intangible assets related to customer relationships and trademarks.
The Asset Exchange was based on fair value and the valuation was finalized in fiscal 2005. The assets exchanged
were part of the food distribution segment.
At February 26, 2005 and at February 28, 2004, the company had approximately $0.8 billion of goodwill
related to retail food and 0.8 billion related to food distribution.
A summary of changes in the company’s goodwill and other acquired intangible assets during fiscal 2004
and fiscal 2005 follows:
February 22,
2003
Amorti-
zation Additions
Other net
adjustments
February 28,
2004
Amorti-
zation Additions
Other net
adjustments
February 26,
2005
(in thousands)
Goodwill $1,576,584 $ — $(19,527) $1,557,057 $116,606 $(45,816) $1,627,847
Other acquired intangible assets:
Trademarks and tradenames — 15,269 — 15,269 8,042 (1,057) 22,254
Leasehold Rights, Customer
lists and other
(accumulated amortization
of $20,573 and $17,836, at
February 26, 2005 and
February 28, 2004,
respectively) 49,663 — (294) 49,369 510 (594) 49,285
Customer relationships
(accumulated amortization
of $2,492 and $495 at
February 26, 2005 and
February 28, 2004,
respectively) — 43,361 — 43,361 6,700 (2,992) 47,069
Non-compete agreements
(accumulated amortization
of $4,329 and $3,959 at
February 26, 2005 and
February 28, 2004) 8,506 502 (1,789) 7,219 1,625 (550) 8,294
Total other acquired intangible
assets 58,169 59,132 (2,083) 115,218 16,877 (5,193) 126,902
Accumulated amortization (19,772) $(4,541) — 2,023 (22,290) $(6,166) — 1,062 (27,394)
Total goodwill and other acquired
intangible assets, net $1,614,981 $(4,541) $59,132 $(19,587) $1,649,985 $(6,166) $133,483 $(49,947) $1,727,355
Fiscal 2005 additions primarily reflect the acquisition of Total Logistics and Fiscal 2004 additions primarily
reflect the Asset Exchange. Fiscal 2005 other net adjustments of $49.9 million primarily reflect purchase
accounting adjustments between deferred taxes and goodwill relating to former acquisitions of $45.8 million and
F-20
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
$4.0 million related to the Asset Exchange. Fiscal 2004 other net adjustments of $19.6 million primarily reflect
adjustments related to the net goodwill impact of the Asset Exchange.
Other acquired intangible assets are a component of other assets in the Consolidated Balance Sheets.
Amortization expense of $6.2 million, $4.5 million and $3.9 million was recorded in fiscal 2005, 2004 and 2003,
respectively. Future amortization expense will approximate $6.0 million per year for each of the next five years.
Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives ranging from
five to twenty years. All intangible assets are amortizable with the exception of the trademarks and trade names.
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
The company reflected in net sales $14.3 million, $39.2 million and $39.7 million of equity in earnings from
investments in unconsolidated subsidiaries in fiscal 2005, 2004 and 2003, respectively. The equity method of
accounting is used for companies and other investments in which the company has significant influence, which
generally represents common stock ownership or partnership equity of at least 20 percent and not more than 50
percent. At year-end 2005, the company’s investment in unconsolidated subsidiaries primarily included a 26 percent
interest in International Data, LLC, a strategic outsourcing services provider, specializing in, among other things,
data services, check and remittance processing and coupon promotions processing and a 40 percent interest in
Tidyman’s, LLC, the owner and operator of retail supermarkets located in Montana, Idaho and Washington. The
food distribution segment recognized $4.4 million, $10.0 million, and $9.4 million of equity in earnings from
investments in unconsolidated subsidiaries in fiscal 2005, 2004, and 2003, respectively, with total investments in
unconsolidated subsidiaries of $21.2 million and $30.6 million in fiscal 2005 and fiscal 2004, respectively. The
retail food segment recognized $9.9 million, $29.2 million, and $30.3 million of equity in earnings from
investments in unconsolidated subsidiaries in fiscal 2005, 2004, and 2003, respectively. The amount of investments
in unconsolidated subsidiaries was $3.9 million and $5.3 million as of the end of fiscal 2005 and 2004, respectively.
Investments in unconsolidated subsidiaries are included in other assets in the Consolidated Balance Sheet.
On April 1, 2004, the company completed the sale of its minority ownership interest in WinCo. This retail
food investment basis was approximately $119 million and was included in other current assets in the
Consolidated Balance Sheets as of February 28, 2004.
FINANCIAL INSTRUMENTS
Interest Rate Swap Agreements
In fiscal 2003, the company entered into swap agreements in the notional amount of $225.0 million that
exchange a fixed interest rate payment obligation for a floating interest rate payment obligation. The swaps have
been designated as a fair value hedge on long-term fixed rate debt of the company and are components of other
assets in the Consolidated Balance Sheets. At February 26, 2005, and February 28, 2004, the hedge was highly
effective. Changes in the fair value of the swaps and debt are reflected as a component of selling and
administrative expenses in the Consolidated Statements of Earnings, and through February 26, 2005, the net
earnings impact was zero.
In conjunction with the company’s early redemption of its $100 million 8.875 percent Notes due 2022 in
fiscal 2004, the remaining fair market value adjustments of two swaps relating to these notes that previously
terminated on July 6, 2001, were recognized as interest expense during fiscal 2004. There was no net impact to
the Consolidated Statements of Earnings as the two terminated swaps were offsetting.
The company has limited involvement with derivative financial instruments and uses them only to manage
well-defined interest rate risks. The company does not use financial instruments or derivatives for any trading or
other speculative purposes.
F-21
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair Value Disclosures of Financial Instruments
For certain of the company’s financial instruments, including cash and cash equivalents, receivables and
notes payable, the carrying amounts approximate fair value due to their short maturities.
The estimated fair value of notes receivable was in excess of the carrying value by approximately $1.2
million at February 26, 2005. Notes receivable are valued based on a discounted cash flow approach applying a
rate that is comparable to publicly traded debt instruments of similar credit quality.
The estimated fair value of the company’s long-term debt (including current maturities) was in excess of the
carrying value by approximately $116.6 million at February 26, 2005. The estimated fair value was based on
market quotes, where available, or market values for similar instruments.
The estimated fair value of the company’s interest rate swaps is the carrying value at February 26, 2005.
The fair value of interest rate swaps is the amount at which they could be settled and is estimated by obtaining
quotes from brokers.
DEBT
Notes, debentures and other debt were composed of the following at year-end:
February 26,
2005
February 28,
2004
(In thousands)
7.875% promissory note due fiscal 2010 $ 350,000 $ 350,000
7.5% promissory note due fiscal 2013 300,000 300,000
7.625% promissory note due fiscal 2005 — 250,000
Zero-coupon convertible debentures 247,325 236,619
6.49%-6.69% medium-term notes due fiscal 2006-2007 103,500 103,500
Variable rate industrial revenue bonds 59,530 59,530
8.28%-9.96% promissory notes due fiscal 2006-2010 15,252 20,362
7.78%, 8.02% and 8.57% obligations with quarterly payments of principal
and interest due fiscal 2006 through 2007 18,495 33,381
Other debt 22,106 31,905
1,116,208 1,385,297
Less current maturities 64,320 273,811
Long-term debt $1,051,888 $1,111,486
Aggregate maturities of long-term debt are:
(In thousands)
2006 $ 64,320
2007 74,644
2008 6,121
2009 12,045
2010 and thereafter 959,078
The debt agreements contain various financial covenants including ratios for fixed charge interest coverage,
asset coverage and debt leverage, in addition to a minimum net worth covenant as defined in the company’s debt
agreements. The company has met the financial covenants under the debt agreements as of February 26, 2005.
F-22
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At February 26, 2005, the company had an unsecured $650.0 million revolving credit agreement with rates tied
to LIBOR plus 0.650 to 1.400 percent and with facility fees ranging from 0.15 to 0.35 percent on the total amount of
the facility, both based on the company’s credit ratings. The company had no outstanding borrowings under the
credit facility at February 26, 2005 and February 28, 2004. As of February 26, 2005, letters of credit outstanding
under the credit facility were $141.5 million and the unused available credit under the facility was $508.5 million.
Subsequent to fiscal year-end, on February 28, 2005, the company executed a five year unsecured $750.0 million
revolving credit agreement replacing the previous $650.0 million revolving credit agreement which was terminated.
Amounts utilized under this credit agreement have rates tied to LIBOR plus 0.275 to 0.675 percent and with facility
fees ranging from 0.10 to 0.20 percent on the total amount of the facility, both based on the company’s credit
ratings. The agreement contains various financial covenants including ratios for interest coverage and debt leverage.
All letters of credit that had been issued and outstanding under the previous credit facility were transferred under the
new credit facility. See the Subsequent Event note in the Notes to the Consolidated Financial Statements.
In February 2005, as part of the acquisition of Total Logistics, the company assumed approximately $70
million of debt, which was substantially repaid prior to year end.
In August 2004, the company renewed its annual accounts receivable securitization program, under which
the company can borrow up to $200.0 million on a revolving basis, with borrowings secured by eligible accounts
receivable. The company had no outstanding borrowings under this program at February 26, 2005 and February
28, 2004. Facility fees related to the accounts receivable securitization program incurred by the company during
Fiscal 2005 were 0.20 percent on the total amount of the facility.
On May 3, 2004, the company voluntarily redeemed $250.0 million of 7.625 percent notes due September
15, 2004, in accordance with the note redemption provisions. The company incurred $5.7 million in pre-tax costs
related to this early redemption, which is included in interest expense.
In November 2003, the company voluntarily redeemed $100.0 million of its 8.875 percent notes due in 2022
at a redemption price of 103.956 percent of the principal amount of the notes. The company incurred $5.8 million
in pre-tax costs related to this early redemption, which is included in interest expense.
In November 2001, the company sold zero-coupon convertible debentures having an aggregate principal
amount at maturity of $811.0 million. The proceeds from the offering, net of approximately $5.0 million of
expenses, were $208.0 million. The debentures mature in 30 years and are callable at the company’s option on or
after October 1, 2006. Holders may require the company to purchase all or a portion of their debentures on
October 1, 2006 or October 1, 2011 at a purchase price equal to the accreted value of the debentures, which
includes accrued and unpaid cash interest. If the option is exercised, the company has the choice of paying the
holder in cash, common stock or a combination of the two. Generally, except upon the occurrence of specified
events, holders of the debentures are not entitled to exercise their conversion rights until the closing price of the
company’s common stock on the New York Stock Exchange for twenty of the last thirty trading days of any
fiscal quarter exceeds certain levels, or $38.13 per share for the quarter ending June 18, 2005, and rising to
$113.29 per share at September 6, 2031. In the event of conversion, 9.6434 shares of the company’s common
stock will be issued per $1,000 debenture or approximately 7.8 million shares should all debentures be converted.
The debentures have an initial yield to maturity of 4.5 percent, which is being accreted over the life of the
debentures using the effective interest method. The company will pay contingent cash interest for the six-month
period commencing November 3, 2006 and for any six-month period thereafter if the average market price of the
debentures for a five trading day measurement period preceding the applicable six-month period equals 120
percent or more of the sum of the issue price and accrued original issue discount for the debentures. The
debentures are classified as long-term debt based on the company’s ability and intent to refinance the obligation
with long-term debt if the company is required to repurchase the debentures.
F-23
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
LEASES
Capital and operating leases:
The company leases certain retail food stores, food distribution warehouses and office facilities. Many of
these leases include renewal options, and to a limited extent, include options to purchase. Amortization of assets
under capital leases was $34.5 million, $35.1 million and $32.8 million in fiscal 2005, 2004 and 2003,
respectively. Accumulated amortization of assets under capital leases was $144.9 million and $152.8 million as
of February 26, 2005 and February 28, 2004, respectively.
Future minimum obligations under capital leases in effect at February 26, 2005 are as follows:
Lease
Obligations
(In thousands)
Fiscal Year
2006 $ 65,538
2007 65,679
2008 65,122
2009 62,517
2010 60,617
Later 527,737
Total future minimum obligations 847,210
Less interest 343,748
Present value of net future minimum obligations 503,462
Less current obligations 28,210
Long-term obligations $475,252
The present values of future minimum obligations shown are calculated based on interest rates determined
at the inception of the lease ranging from approximately 6 percent to 14 percent, with a weighted average rate of
8.1 percent.
In addition to its capital leases, the company is obligated under operating leases, primarily for buildings,
warehouses and transportation and computer equipment. Future minimum obligations under operating leases in
effect at February 26, 2005 are as follows:
Operating
Lease
Obligations
(In thousands)
Fiscal Year
2006 $ 155,429
2007 144,786
2008 122,853
2009 157,780
2010 80,383
Later 358,604
Total future minimum obligations $1,019,835
F-24
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The company is party to a synthetic leasing program for one of its major warehouses. The lease qualifies for
operating lease accounting treatment under SFAS No. 13, “Accounting for Leases.” For additional information
on the synthetic lease, refer to the Commitments, Contingencies and Off-Balance Sheet Arrangements note in the
Notes to Consolidated Financial Statements.
Total rent expense, net of sublease income, relating to all operating leases with terms greater than one year
was $115.6 million, $119.7 million and $113.7 million in fiscal 2005, 2004 and 2003, respectively.
Future minimum receivables under operating leases and subleases in effect at February 26, 2005 are as
follows:
Owned
Property
Leased
Property Total
(In thousands)
Fiscal Year
2006 $1,686 $ 23,398 $ 25,084
2007 1,297 19,854 21,151
2008 1,248 16,617 17,865
2009 704 13,366 14,070
2010 344 10,124 10,468
Later 225 33,058 33,283
Total future minimum receivables $5,504 $116,417 $121,921
Owned property leased to third parties is as follows:
February 26,
2005
February 28,
2004
(In thousands)
Land, buildings and equipment $10,055 $16,839
Less accumulated depreciation 5,566 8,056
Net land, buildings and equipment $ 4,489 $ 8,783
F-25
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Direct financing leases:
Under direct financing capital leases, the company leases buildings on behalf of independent retailers with
terms ranging from 5 to 20 years. Future minimum rentals to be received under direct financing leases and
related future minimum obligations under capital leases in effect at February 26, 2005, are as follows:
Direct
Financing
Lease
Receivables
Direct
Financing
Capital Lease
Obligations
(In thousands)
Fiscal Year
2006 $11,840 $11,139
2007 11,141 10,551
2008 10,111 9,529
2009 9,349 8,823
2010 8,235 7,794
Later 36,701 35,061
Total minimum lease payments 87,377 82,897
Less unearned income 27,180 —
Less interest — 24,237
Present value of net minimum lease payments 60,197 58,660
Less current portion 6,761 6,933
Long-term portion $53,436 $51,727
INCOME TAXES
The provision for income taxes consists of the following:
2005 2004 2003
(In thousands)
Current
Federal $151,003 $110,031 $ 78,704
State 19,227 14,495 12,050
Tax credits (1,644) (1,500) (1,000)
Total current 168,586 123,026 89,754
Deferred 46,455 51,716 61,208
Total provision $215,041 $174,742 $150,962
The difference between the actual tax provision and the tax provision computed by applying the statutory
federal income tax rate to earnings before taxes is attributable to the following:
2005 2004 2003
(In thousands)
Federal taxes based on statutory rate $210,302 $159,208 $142,801
State income taxes, net of federal benefit 15,800 13,394 12,153
Audit settlements (6,700) (2,214) —
Other (4,361) 4,354 (3,992)
Total provision $215,041 $174,742 $150,962
F-26
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Temporary differences which give rise to significant portions of the net deferred tax asset (liability) as of
February 26, 2005 and February 28, 2004 are as follows:
2005 2004
(In thousands)
Deferred tax assets:
Restructure $ 25,845 $ 38,561
Net operating loss from acquired subsidiaries 16,191 28,919
Pension liability 41,580 39,506
Other health and benefit plans 92,054 96,075
Other 13,117 10,012
Total deferred tax assets 188,787 213,073
Deferred tax liabilities:
Accelerated deductions primarily depreciation and
amortization (218,442) (176,734)
Acquired assets basis differences (52,220) (86,010)
Other (36,062) (60,318)
Total deferred tax liabilities (306,724) (323,062)
Net deferred tax liability $(117,937) $(109,989)
The company currently has net operating loss (NOL) carryforwards from acquired companies of $44 million
for tax purposes, which expire beginning in 2007 and continuing through 2018.
Based on management’s assessment, it is more likely than not that all of the deferred tax assets will be
realized; therefore, no valuation allowance is considered necessary.
ACCUMULATED OTHER COMPREHENSIVE LOSSES
The accumulated balances, net of income taxes, for each classification of accumulated other comprehensive
losses are as follows:
Derivative Financial
Instrument-
Unrealized Loss
Minimum Pension
Liability Adjustment
Accumulated Other
Comprehensive Losses
(In thousands)
Balances at February 23, 2002 $(7,075) $ — $ (7,075)
Minimum pension liability — (72,328) (72,328)
Amortization of loss on derivative
financial instrument (including
impact of debt redemption) 340 — 340
Balances at February 22, 2003 (6,735) (72,328) (79,063)
Minimum pension liability — (26,404) (26,404)
Amortization of loss on derivative
financial instrument (including
impact of debt redemption) 6,735 — 6,735
Balances at February 28, 2004 — (98,732) (98,732)
Minimum pension liability — (5,849) (5,849)
Balances at February 26, 2005 $ — $(104,581) $(104,581)
F-27
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
STOCK OPTION PLANS
The company’s 2002 Stock Plan and the SUPERVALU/Richfood Stock Incentive Plan allow the granting of
non-qualified stock options and incentive stock options to purchase shares of the company’s common stock, to
salaried employees at prices not less than 100 percent of their fair market value, determined based on the average
of the opening and closing sale price of a share on the date of grant. The company’s 1997 stock plan allows only
the granting of non-qualified stock options to purchase common shares to salaried employees at fair market value
determined on the same basis. In April 2002, the Board of Directors reserved an additional 3.8 million shares for
issuance under the 1997 plan. The company also has options outstanding under its 1983 and 1993 plans, but no
further options may be granted under these plans. The plans provide that the Board of Directors or the Executive
Personnel and Compensation Committee of the Board (the “Committee”) may determine at the time of granting
whether each option granted, except those granted under the 1997 plan, will be a non-qualified or incentive stock
option under the Internal Revenue Code. The terms of each option will be determined by the Board of Directors
or the Committee, but shall not be for more than ten years from the date of grant, generally with a vesting period
of zero to four years. Options may be exercised in installments or otherwise, as the Board of Directors or the
Committee, may determine.
Changes in the options granted, exercised and outstanding under such plans are as follows:
Shares
Weighted Average
Price per Share
(In thousands)
Outstanding, February 23, 2002 13,167 $20.69
Granted 2,885 28.27
Exercised (2,896) 17.44
Canceled and forfeited (151) 20.84
Outstanding, February 22, 2003 13,005 $23.10
Granted 2,716 17.70
Exercised (2,103) 17.36
Canceled and forfeited (1,779) 36.18
Outstanding, February 28, 2004 11,839 $20.92
Granted 3,154 30.37
Exercised (3,550) 19.68
Canceled and forfeited (139) 25.57
Outstanding, February 26, 2005 11,304 $23.88
F-28
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes stock option information at year-end 2005:
Options Outstanding Options Exercisable
Range of Exercise Price
Number of
Options
Weighted-
Average
Remaining
Contractual Life
Weighted-
Average
Exercise
Price
Number of
Options
Weighted-
Average
Exercise
Price
$12.25 to $15.61 1,490,281 5.22 years $14.72 1,350,681 $14.67
15.69 to 15.90 1,516,845 7.59 15.89 437,862 15.87
16.08 to 22.25 1,535,462 5.10 19.83 1,323,262 20.01
22.44 to 27.51 1,177,336 3.51 23.69 1,066,127 23.60
27.52 to 29.21 1,878,808 6.41 28.12 1,195,863 28.20
29.29 to 29.90 2,010,702 9.02 29.89 410,309 29.88
29.96 to 34.46 1,694,164 5.29 31.05 1,370,353 30.99
$12.25 to $34.46 11,303,598 6.23 23.88 7,154,457 23.32
Option shares available for grant were 3.2 million and 6.2 million at February 26, 2005 and February 28,
2004, respectively. As of February 26, 2005, the company has reserved 14.5 million shares, in aggregate, for the
plans.
As of February 26, 2005, limited stock appreciation rights have been granted and are outstanding under the
1989 stock appreciation rights plan and the 1993 stock plan. Such rights relate to options granted to purchase
253,000 shares of common stock and are exercisable only upon a “change in control.” See the Shareholder Rights
Plan note in the Notes to the Consolidated Financial Statements.
In addition to the stock plans described above, the company incurs expenses under long-term incentive and
restricted stock plans at the discretion of the Board of Directors. Compensation expense under these plans was
$12.2 million, $2.2 million and $1.7 million for fiscal 2005, 2004 and 2003, respectively.
See Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for the
impact of stock based compensation on pro forma net earnings and earnings per common share.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted-average assumptions and results:
2005 2004 2003
Dividend yield 2.00% 2.00% 2.00%
Risk free interest rate 3.07% 2.10% 2.86%
Expected life 4.5 years 4.5 years 4.5 years
Expected volatility 31.79% 32.04% 34.66%
Estimated fair value of options granted per share $7.80 $4.25 $7.77
F-29
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
TREASURY STOCK PURCHASE PROGRAM
In October 2001, the Board of Directors authorized a treasury stock purchase program under which the
company was authorized to purchase up to 5.0 million shares of the company’s common stock for re-issuance
upon the exercise of employee stock options and for other compensation programs utilizing the company’s stock.
In fiscal 2002, the company purchased 1.3 million shares under the program at an average cost of $22.16 per
share. In fiscal 2003, the company purchased 1.5 million shares under the program at an average cost of $27.94
per share. In fiscal 2004, the company purchased 0.6 million shares under the program at an average cost of
$23.80 per share. In fiscal 2005, the company completed the program by purchasing the remaining 1.6 million
shares under the program at an average cost of $28.45 per share.
In May 2004, the Board of Directors authorized a treasury stock purchase program under which the
company is authorized to purchase up to 5.0 million shares of the company’s common stock for reissuance upon
the exercise of employee stock options and for other compensation programs utilizing the company’s stock. In
fiscal 2005, the company purchased approximately 0.4 million shares under the program at an average cost of
$27.73 per share. As of February 26, 2005, approximately 4.6 million shares remained available for purchase
under this program.
EARNINGS PER SHARE
The following table reflects the calculation of basic and diluted earnings per share:
2005 2004 2003
(In thousands, except per share amounts)
Earnings per share—basic:
Net earnings $385,823 $280,138 $257,042
Weighted average shares outstanding—basic 135,003 133,975 133,730
Earnings per share—basic $ 2.86 $ 2.09 $ 1.92
Earnings per share—diluted:
Net earnings $385,823 $280,138 $257,042
Interest and amortization related to dilutive contingently
convertible debentures, net of tax 6,786 7,678 7,971
Net earnings used for diluted earnings per share calculation $392,609 $287,816 $265,013
Weighted average shares outstanding 135,003 133,975 133,730
Dilutive impact of options outstanding 2,103 1,443 1,147
Dilutive impact of contingently convertible debentures 7,818 7,818 7,818
Weighted average shares—diluted 144,924 143,236 142,695
Earnings per share—diluted $ 2.71 $ 2.01 $ 1.86
In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF)
consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per
Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net
earnings and diluted shares outstanding, used for earnings per share calculations, are restated using the
if-converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s
outstanding contingently convertible zero-coupon debentures which were issued in November 2001. The
company adopted the provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted
earnings per share amounts. The impact of the EITF 04-8 restatement reduced diluted earnings per share by
approximately $0.11, $0.06 and $0.05 in fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
F-30
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS
The company has guaranteed certain leases, fixture financing loans and other debt obligations of various
retailers at February 26, 2005. These guarantees were generally made to support the business growth of affiliated
retailers. The guarantees are generally for the entire term of the lease or other debt obligation with remaining
terms that range from less than one year to twenty-two years, with a weighted average remaining term of
approximately eleven years. For each guarantee issued, if the affiliated retailer defaults on a payment, the
company would be required to make payments under its guarantee. Generally, the guarantees are secured by
indemnification agreements or personal guarantees of the affiliated retailer. At February 26, 2005, the maximum
amount of undiscounted payments the company would be required to make in the event of default of all
guarantees was approximately $210 million and represented approximately $121 million on a discounted basis.
No amount has been accrued for the company’s obligation under its guaranty arrangements.
The company is contingently liable for leases that have been assigned to various third parties in connection
with facility closings and dispositions. The company could be required to satisfy the obligations under the leases
if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the company’s
assignments among third parties, and various other remedies available, the company believes the likelihood that
it will be required to assume a material amount of these obligations is remote.
The company is party to a synthetic leasing program for one of its major warehouses. The lease expires in
April 2008 and may be renewed with the lessor’s consent through April 2013, and has a purchase option of $60.0
million. At February 26, 2005, the estimated market value of the property underlying this lease approximately
equaled the purchase option. The company’s obligation under its guaranty arrangements related to this synthetic
lease had a carrying balance of $1.6 million, which is included in other liabilities in the Consolidated Balance
Sheets at February 26, 2005.
The company had $168.6 million of outstanding letters of credit as of February 26, 2005, of which $141.5
million were issued under the credit facility and $27.1 million were issued under separate agreements with
financial institutions. These letters of credit primarily support workers’ compensation programs, merchandise
import programs, and payment obligations. The company pays fees, which vary by instrument, of up to 1.125
percent on the outstanding balance of the letter of credit.
The company is a party to various legal proceedings arising from the normal course of business activities,
none of which, in management’s opinion, is expected to have a material adverse impact on the company’s
consolidated financial position.
The company is a party to a variety of contractual agreements under which the company may be obligated to
indemnify the other party for certain matters, which indemnities may be secured by operation of law or
otherwise, in the ordinary course of business. These contracts primarily relate to the company’s commercial
contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to
the company, and agreements to indemnify officers, directors and employees in the performance of their work.
While the company’s aggregate indemnification obligation could result in a material liability, the company is
aware of no current matter that it expects to result in a material liability.
BENEFIT PLANS
Substantially all employees of the company and its subsidiaries are covered by various contributory and
non-contributory pension or profit sharing plans.
F-31
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Benefit calculations for the company’s sponsored defined benefit pension plans for primarily non-union
eligible participants are generally based on years of service and the participants’ highest compensation during
five consecutive years of employment. Annual payments to the pension trust fund are determined in compliance
with the Employee Retirement Income Security Act (ERISA). Plan assets are held in trust and invested in
separately managed accounts and publicly traded mutual funds holding equity, fixed income securities and
alternative investment classes. In addition to providing pension benefits, the company provides health care and
life insurance benefits for eligible retired employees upon meeting certain age and service requirements.
The following tables set forth the changes in benefit obligations and plan assets, a reconciliation of the
accrued benefit costs and total benefit costs for the fiscal years for the company’s defined benefit pension plans
and the post retirement benefit plans which have a plan measurement date of November 30:
Pension Benefits Post Retirement Benefits
February 26,
2005
February 28,
2004
February 26,
2005
February 28,
2004
(In thousands)
CHANGES IN BENEFIT OBLIGATIONS
Benefit obligations at beginning of year $ 618,570 $ 502,383 $ 125,081 $ 111,320
Service cost 19,370 18,243 1,443 1,350
Interest cost 37,957 35,003 6,899 7,457
Plan amendments — — — (4,495)
Actuarial loss 33,894 86,248 23,375 17,025
Benefits paid (23,246) (23,307) (8,241) (7,576)
Benefit obligations at end of year $ 686,545 $ 618,570 $ 148,557 $ 125,081
CHANGES IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 466,809 $ 393,104 $ — $ —
Actual return on plan assets 51,880 72,012 — —
Company contributions 25,000 25,000 8,241 7,576
Plan participants’ contributions — — 5,464 4,801
Benefits paid (23,246) (23,307) (13,705) (12,377)
Fair value of plan assets at end of year $ 520,443 $ 466,809 $ — $ —
RECONCILIATION OF PREPAID (ACCRUED) COST
AND TOTAL AMOUNT RECOGNIZED
Funded status $(166,101) $(151,761) $(148,557) $(125,081)
Unrecognized net loss 221,880 216,919 79,376 59,723
Unrecognized prior service cost 7,766 9,027 (8,084) (10,033)
Prepaid (accrued) cost $ 63,545 $ 74,185 $ (77,265) $ (75,391)
Accrued benefit liability $(107,159) $ (90,439)
Intangible asset 7,766 9,027
Accumulated other comprehensive loss 162,938 155,597
Total recognized $ 63,545 $ 74,185
F-32
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Pension Benefits Post Retirement Benefits
2005 2004 2003 2005 2004 2003
(In thousands)
NET BENEFIT COSTS FOR THE FISCAL
YEAR
Service cost $ 19,370 $ 18,243 $ 18,333 $ 1,443 $ 1,350 $ 1,790
Interest cost 37,957 35,003 33,228 6,899 7,457 7,336
Expected return on plan assets (41,843) (40,970) (40,323) — — —
Amortization of:
Unrecognized net loss 18,895 7,898 2,085 3,722 3,305 2,744
Unrecognized prior service cost 1,261 1,106 (158) (1,949) (1,200) (1,200)
Net benefit costs for the fiscal year $ 35,640 $ 21,280 $ 13,165 $10,115 $10,912 $10,670
In March 2003, the company amended its post retirement medical health care benefit plan, primarily making
changes to benefit coverage. This amendment resulted in a decrease in the plan’s benefit obligation of
approximately $4.5 million in fiscal 2004.
The company utilized the following assumptions in the calculations for pension and the non-contributory
unfunded pension plans:
2005 2004 2003
Weighted-average assumptions used to determine benefit
obligations:
Discount rate 6.00% 6.25% 7.00%
Rate of compensation increase 3.00% 3.00% 3.25%
Weighted-average assumptions used to determine net periodic
benefit cost:
Discount rate 6.25% 7.00% 7.25%
Rate of compensation increase 3.00% 3.25% 3.50%
Expected return on plan assets 8.75% 9.00% 9.25%
The assumed health care cost trend rate used in measuring the accumulated post retirement benefit obligation
was 12.0 percent in fiscal 2005. The assumed health care cost trend rate will decrease by one percent each year for
the next seven years until it reaches the ultimate trend rate of 5.0 percent. The health care cost trend rate assumption
has a significant impact on the amounts reported. For example, a one percent increase in the trend rate would
increase the accumulated post retirement benefit obligation by approximately $11 million and the service and
interest cost by approximately $1 million in fiscal 2005. In contrast, a one percent decrease in the trend rate would
decrease the accumulated post retirement benefit obligation by approximately $10 million and the service and
interest cost by approximately $1 million in fiscal 2005.
The company also maintains non-contributory unfunded pension plans to provide certain employees with
pension benefits in excess of limits imposed by federal tax law. The projected benefit obligation of the unfunded
plans was $18.1 million and $24.9 million at February 26, 2005 and February 28, 2004, respectively. The
accumulated benefit obligation of these plans totaled $14.2 million and $21.0 million at February 26, 2005 and
February 28, 2004, respectively. Net periodic pension cost was $3.6 million, $3.6 million and $2.7 million for
fiscal 2005, 2004 and 2003, respectively.
The company employs a total return approach whereby a mix of equities and fixed income investments are
used to maximize the long-term return of plan assets for a prudent level of risk. Alternative investments,
F-33
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
including hedge funds, private equity and real estate are also used judiciously to enhance risk adjusted long-term
returns while improving portfolio diversification. The overall investment strategy and policy has been developed
based on the need to satisfy the long-term liabilities of the company’s pension plans. Risk management is
accomplished through diversification across asset classes, multiple investment manager portfolios and both
general and portfolio-specific investment guidelines. Risk tolerance is established through careful consideration
of the plan liabilities, plan funded status and the company’s financial condition. This asset allocation policy mix
is reviewed annually and actual allocations are rebalanced on a regular basis.
Plan assets are invested using a combination of active and passive investment strategies. Passive strategies
invest in broad sectors of the market primarily through the use of indexing. Indexing is an investment
management approach based on investing in exactly the same securities, in the same proportions, as an index,
such as the S&P 500. The management style is considered passive because portfolio managers don’t make
decisions about which securities to buy and sell, they simply mimic the composition and weightings of the
appropriate stock or bond market index. Active strategies employ multiple investment management firms.
Managers within each asset class cover a range of investment styles and approaches and are combined in a way
that controls for capitalization, and style biases (equities), and interest rate bets (fixed income) versus benchmark
indices while focusing primarily on issue selection as a means to add value. Monitoring activities to evaluate
performance against targets and measure investment risk take place on an ongoing basis through annual liability
measurements, periodic asset/liability studies and quarterly investment portfolio reviews.
The following table summarizes the actual allocation of our pension plan assets at the November 30
measurement date as well as our target allocation.
Asset Category
Target Allocation
Ranges
Plan Assets
Fiscal 2005
Plan Assets
Fiscal 2004
Domestic Equity 45.0% — 70.0% 60.7% 62.8%
International Equity 7.0% — 20.0% 10.1% 9.7%
Domestic Fixed Income 25.0% — 35.0% 23.5% 26.7%
Cash and Other 0.0% — 15.0% 5.7% 0.8%
Total 100.0% 100.0%
The expected long-term rate of return for plan assets was determined based on the projection of asset class
return expectations applied to the target asset allocation of the plan assets. Consideration was given to widely-
accepted capital market principles, long-term return analysis for global fixed income and equity markets, the
active total return oriented portfolio management style as well as the diversification needs and rebalancing
characteristics of the plan. Long-term trends were evaluated relative to market factors such as inflation, interest
rates and fiscal and monetary polices in order to assess the capital market assumptions.
The company expects to contribute approximately $25.0 million to its non-union defined benefit pension
plans during fiscal 2006.
F-34
SUPERVALU INC. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the estimated future benefit payments, which reflect expected future service
as appropriate, that are expected to be paid:
Pension Benefits
Post Retirement
Benefits
(In thousands)
Fiscal Year
2006 $ 23,480 $ 8,800
2007 24,580 9,500
2008 25,780 10,200
2009 27,480 10,700
2010 29,880 11,200
2011-2015 195,900 61,800
The pension benefits also reflect the estimated future benefit payments for the non-contributory, unfunded
pension plans sponsored by the company.
Employer contributions under the defined contribution 401(k) and profit sharing plans are determined by
plan provisions or at the discretion of the company’s Retirement Committee and were $18.3 million, $17.1
million and $8.0 million for fiscal 2005, 2004, and 2003, respectively. Under the defined contribution 401(k)
plan, employees have the option of contributing between 2 percent and 15 percent of pretax earnings. Plan assets
also include 3.0 million shares of the company’s common stock at February 26, 2005 and February 28, 2004.
The company also participates in several multi-employer plans providing defined benefits to union
employees under the provisions of collective bargaining agreements. These plans require the company to make
contributions thereto as negotiated in such collective bargaining agreements. The company incurred expense
related to the union pension plans of $37.0 million, $34.2 million and $35.2 million for fiscal 2005, 2004 and
2003, respectively. Currently, some of these plans are underfunded in that the present value of accrued liabilities
exceeds the current value of the assets held in trust to pay benefits. If the company were to exit certain markets or
otherwise cease making contributions to these plans at this time, it could trigger a withdrawal liability that would
require the company to fund its proportionate share of a plan’s unfunded vested benefits. There are many
variables that affect future funding requirements such as investment returns and benefit levels.
SHAREHOLDER RIGHTS PLAN
On April 24, 2000, the company announced that the Board of Directors adopted a Shareholder Rights Plan
under which one preferred stock purchase right is distributed for each outstanding share of common stock. The
rights, which expire on April 12, 2010, are exercisable only under certain conditions, and may be redeemed by
the Board of Directors for $0.01 per right. The plan contains a three-year independent director evaluation
provision whereby a committee of the company’s independent directors will review the plan at least once every
three years. The rights become exercisable, with certain exceptions, after a person or group acquires beneficial
ownership of 15 percent or more of the outstanding voting stock of the company.
SEGMENT INFORMATION
Refer to page F-7 for the company’s segment information.
F-35
UNAUDITED QUARTERLY FINANCIAL INFORMATION
(In thousands, except per share data)
Unaudited quarterly financial information for SUPERVALU INC. and subsidiaries is as follows:
Fiscal Year Ended February 26, 2005
First
(16 wks)
Second
(12 wks)
Third
(12 wks)
Fourth
(12 wks)
Year
(52 wks)
Net sales $5,910,649 $4,486,963 $4,555,122 $4,590,506 $19,543,240
Gross profit $ 845,037 $ 655,138 $ 660,197 $ 701,396 $ 2,861,768
Net earnings $ 149,411 $ 78,536 $ 64,943 $ 92,933 $ 385,823
Net earnings per common share—basic $ 1.10 $ 0.58 $ 0.48 $ 0.69 $ 2.86
Net earnings per common share—diluted $ 1.04 $ 0.55 $ 0.46 $ 0.65 $ 2.71
Dividends declared per common share $ 0.1450 $ 0.1525 $ 0.1525 $ 0.1525 $ 0.6025
Weighted average shares—basic 135,244 135,230 134,343 135,116 135,003
Weighted average shares—diluted 145,378 144,888 144,058 145,243 144,924
Fiscal Year Ended February 28, 2004
First
(16 wks)
Second
(12 wks)
Third
(12 wks)
Fourth
(13 wks)
Year
(53 wks)
Net sales $5,836,287 $4,590,650 $4,738,983 $5,043,759 $20,209,679
Gross profit $ 800,746 $ 637,248 $ 645,630 $ 753,626 $ 2,837,250
Net earnings $ 73,670 $ 62,232 $ 48,616 $ 95,620 $ 280,138
Net earnings per common share—basic $ 0.55 $ 0.46 $ 0.36 $ 0.71 $ 2.09
Net earnings per common share—diluted $ 0.54 $ 0.45 $ 0.35 $ 0.67 $ 2.01
Dividends declared per common share $ 0.1425 $ 0.1450 $ 0.1450 $ 0.1450 $ 0.5775
Weighted average shares—basic 133,719 133,885 133,983 134,366 133,975
Weighted average shares—diluted 141,936 143,364 143,680 144,366 143,236
Note: Fiscal 2005 and fiscal 2004 net earnings include after-tax restructure and other items of $16.7 million
and $9.8 million, respectively.
In accordance with EITF No. 04-08, as described in the Notes to the Consolidated Financial Statements, the
shares associated with the company’s contingently convertible debentures are included in the diluted earnings per
share computation and quarterly results for the first three quarters of the fiscal year ended February 26, 2005 and
for all of the fiscal year ended February 28, 2004 have been restated from previously reported amounts. The
quarterly earnings per share as reported and as restated for fiscal 2005 and 2004 follows:
Quarterly Earnings Per Share
Fiscal 2005 As Reported As Restated
First Quarter $1.09 $1.04
Second Quarter 0.57 0.55
Third Quarter 0.48 0.46
Fiscal 2004
First Quarter $0.55 $0.54
Second Quarter 0.46 0.45
Third Quarter 0.36 0.35
Fourth Quarter 0.70 0.67
F-36
SUPERVALU INC. and Subsidiaries
SCHEDULE II—Valuation and Qualifying Accounts
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Description
Balance at
beginning
of year Additions Deductions
Balance at
end of year
Allowance for doubtful accounts:
Year ended:
February 26, 2005 $18,531,000 9,755,000 5,763,000 $22,523,000
February 28, 2004 21,913,000 8,396,000 11,778,000 18,531,000
February 22, 2003 22,941,000 14,768,000 15,796,000 21,913,000
Allowance for notes receivable accounts:
Year ended:
February 26, 2005 $15,913,000 583,000 5,256,000 $11,240,000
February 28, 2004 13,948,000 2,083,000 118,000 15,913,000
February 22, 2003 18,876,000 951,000 5,879,000 13,948,000
Closed properties reserves:
Year ended:
February 26, 2005 $47,205,000 12,889,000 22,648,000 $37,446,000
February 28, 2004 49,873,000 10,809,000 13,477,000 47,205,000
February 22, 2003 74,996,000 3,169,000 28,292,000 49,873,000
F-37
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Jeffrey Noddle
Chairman, Chief Executive Officer
and President
David L. Boehnen
Executive Vice President
John H. Hooley
Executive Vice President;
President, Retail Food Companies
Michael L. Jackson
Executive Vice President;
President & Chief Operating Officer,
Distribution Food Companies
Pamela K. Knous
Executive Vice President
& Chief Financial Officer
Robert W. Borlik
Senior Vice President &
Chief Information Officer
Roger E. Davidson
Senior Vice President;
Chief Operating Officer,
Retail Food Companies
J. Andrew Herring
Senior Vice President; Executive Vice
President, Retail Pharmacies
Gregory C. Heying
Senior Vice President,
Distribution Food Companies
Sherry M. Smith
Senior Vice President,
Finance and Treasurer
David E. Pylipow
Senior Vice President,
Human Resources
Karen T. Borman
Vice President,
Financial Planning & Analysis,
Distribution Food Companies
Leland J. Dake
Vice President, Merchandising,
Distribution Food Companies
Matthew R. Desmond
Vice President, Real Estate
Kristin A. Hayes
Vice President, Strategic Planning
Stephen P. Kilgriff
Vice President, Legal
Edward B. Mitchell
Vice President,
Employee Relations
David M. Oliver
Vice President, Controller
Yolanda M. Scharton
Vice President, Investor Relations &
Corporate Communications
James L. Stoffel
Vice President, Financial Planning
Edward J. McManus
President, Cub Foods
Eastern Region
John P. Breedlove
Associate General Counsel
Corporate Secretary
Warren E. Simpson
Senior Corporate Counsel
Assistant Secretary
Irwin Cohen (a, d)
Retired Partner
Deloitte & Touche LLP
A professional services firm,
providing audit, tax, financial
advisory and consulting services
Ronald E. Daly (c, d)
Businessperson, Former CEO
Océ USA Holding, Inc.
A supplier of digital document
management technology and services
Lawrence A. Del Santo (b, c)
Businessperson, Retired CEO
The Vons Companies
A retail grocery company
Susan E. Engel (a, c)
Chairwoman and CEO
Department 56, Inc.
A designer, importer and distributor
of fine quality collectibles and other
giftware products
Edwin C. Gage (b, c)
Chairman and CEO
GAGE Marketing Group, LLC
An integrated marketing
services company
Garnett L. Keith, Jr. (a, d)
Chairman and CEO
SeaBridge Investment Advisors, LLC
A registered investment advisor
Richard L. Knowlton (b, c)
Chairman
Hormel Foundation
A charitable foundation, principal
shareholder of Hormel Foods
Corporation
Charles M. Lillis (a, d)
General Partner
LoneTree Capital Management
A private equity company
Jeffrey Noddle (d)
Chairman, CEO and President
SUPERVALU INC.
Marissa Peterson (b, d)
Executive Vice President
Sun Microsystems, Inc.
A provider of hardware, software
and services
Steven S. Rogers (a, b)
Clinical Professor of Finance
and Management
J. L. Kellogg Graduate School
of Management
Northwestern University
SUPERVALU INC.
BOARD OF DIRECTORS
(a) Audit Committee
(b) Director Affairs Committee
(c) Executive Personnel and
Compensation Committee
(d) Finance Committee
SUPERVALU INC.
OFFICERS
INVESTOR INFORMATION
Transfer Agent and Registrar for
general inquiries about SUPERVALU
common stock, such as:
• Dividend reinvestment
• Automatic deposit of
dividend checks
• Certificate replacements
• Account maintenance
• Transfer of shares
• Name or address change
Please contact:
Wells Fargo Shareowner Services
PO Box 64854
St. Paul, MN 55164-0854
Phone: 877-536-3555
www.wellsfargo.com/shareownerservices
COMMON STOCK
SUPERVALU’s common stock is
listed on the New York Stock
Exchange under symbol SVU. As of
April 15, 2005, there were approxi-
mately 6,485 shareholders of record
and approximately 48,000 share-
holders in street name.
INVESTOR INQUIRIES
Documents filed with the SEC may
be accessed through the company’s
web site at www.supervalu.com.
For a copy of the annual report or any
documents filed with the SEC, please
direct your request in writing to:
John P. Breedlove
Corporate Secretary
SUPERVALU INC.
PO Box 990
Minneapolis, MN 55440
For investor inquiries, visit the
company’s web site at
www.supervalu.com or contact:
Yolanda M. Scharton
Vice President, Investor Relations &
Corporate Communications
SUPERVALU INC.
PO Box 990
Minneapolis, MN 55440
PO Box 990
Minneapolis, MN 55440
(952) 828-4000
www.SUPERVALU.com

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supervalu annual report 2005

  • 2. Retail SUPERVALU’s well-rounded portfolio of grocery retail offerings—ranging from extreme value to price impact to full-service—gives us the flexibility to serve a given geographic market with store formats that fully address local demand. We empower our local operations to create successful local merchandising programs while supporting them with the kinds of tools and expertise only a company with SUPERVALU’s size and scope can offer. Our stores are working every day to serve our customers—and communities—better than anyone else can. Consumers are responding to that pledge daily—more than 10 million people shop our stores each week. Fiscal 2005 Retail highlights • Maintained an aggressive building and remodeling campaign to achieve a critical competitive edge— 85 percent of all Corporate Retail stores are new or newly remodeled in the past seven years. • Completed the conversion of more than one-third of all Save-A-Lot stores to a combination extreme-value food and single-price-point general merchandise format. • Leveraged SUPERVALU’s scope and purchasing power to create national promotional opportunities in support of aggressive local merchandising efforts. Supply Chain Services SUPERVALU is constantly responding to the evolving supply chain demands of an increasingly diversified marketplace. Retailers tap SUPERVALU’s traditional core expertise in buying, category management, logistics, transportation and technology to create more efficient, cost-effective operations. Companies seeking proven third-party logistics solutions draw on SUPERVALU’s expanded supply chain capabilities to do anything from transport a single load or outsource entire parts of their supply chain operations. Fiscal 2005 Supply Chain highlights • Acquired Total Logistic Control (TLC), a leading third-party supply chain services provider. • Expanded SVHarbor, SUPERVALU’s Web-enabled business-to-business portal, to better support product manufacturer and supplier efficiencies. • Launched W. Newell & Co., a revolutionary produce business that will provide Midwestern retailers with superior product selection, quality and service. 135 years of fresh thinking—that’s at the core of SUPERVALU’s approach to an ever-changing market. Combining our long history of supply chain and grocery retail innovation with our established expertise, we have created a unique blend of capabilities and a highly complementary business model that continue to unlock new opportunities. SUPERVALU is: • A leading U.S. grocery retailer • The largest publicly held food wholesaler in the United States • A Fortune 500 Company • A Fortune Most Admired Company • A Forbes Platinum 400 Company • A Fortune Global 500 Company • One of Minnesota’s top public companies • A Mergent Dividend Achiever, recognizing consistent dividend payments to shareholders for more than 60 years
  • 3. Dear Shareholder: Fresh thinking. The tradition of innovation it inspires has guided SUPERVALU for well beyond a century. This year, we celebrate our 135th year in business. In this spirit of celebration, historical accomplishment and future promise, I’m proud to report that SUPERVALU’s business operations delivered another very good year in fiscal 2005. During fiscal 2005, SUPERVALU made significant progress across all of our operations and further strengthened our financial condition. We also took some bold steps, forging ahead with several initiatives that will help set the table for the company’s next phase of growth as we head into fiscal 2006 and beyond. As always, a number of macro factors, both economic and industry-related, impacted our industry and put our strategic and operating discipline to the test. Fuel prices continued to hit new highs, impacting our customers’ outlook, their budgets, and the mix of items purchased. Food inflation also continued to increase across most product categories, with the largest increases for the year occurring in perishable categories such as meat, dairy, bakery and deli. Against this backdrop, SUPERVALU kept its strategic focus and fiscal discipline, delivering another strong year. In fiscal 2005, we reported: • Sales of $19.5 billion • Net earnings of $385.8 million • Diluted earnings per share of $2.71 • Debt-to-capital ratio of 40.1 percent In fact, fiscal 2005 produced a triple play. SUPERVALU generated a net earnings record of $385.8 million, including $68.3 million from the sale of the company’s minority interest in West Coast retailer WinCo Foods, Inc. SUPERVALU also delivered double-digit diluted earnings per share growth of 35 percent or 16 percent after eliminating the gain on the sale of WinCo and fiscal 2004’s extra week of results. And we reduced our debt-to-capital ratio to approximately 40 percent—the lowest in more than a decade. Key Accomplishments The company’s performance in 2005 benefited from several key initiatives designed to further enhance the viability of our retail offerings and drive efficiency in our supply chain business. In retail, improving the strength of our retail fleet was a central theme in fiscal 2005 and our activity largely focused on an aggressive program of store remodels and merchandising innovation. Our commitment to remodeling our corporate retail network is virtually complete
  • 4. and enabled many merchandising programs both banner-specific and broad-based across corporate retail. We completed approximately 30 remodels during fiscal 2005 and, as of the end of fiscal 2005, approximately 85 percent of our corporate retail stores are either new or newly remodeled. Our remodeling activity, combined with our excellent local merchandising programs, positions us to better serve our customers and meet competitive challenges. At Save-A-Lot, our fastest-growing retail format, we moved ahead with 62 net new store openings and our store conversion program that blends general merchandise with our full grocery offering. We completed the year with 466 combination stores—including licensees— within our 1,287 Save-A-Lot store network, more than doubling fiscal 2004’s number. This combination format now represents approximately 36 percent of all stores. SUPERVALU’s supply chain business also made meaningful progress in fiscal 2005, leveraging concentrated volumes, driving further labor and cost efficiencies, and managing inventory levels. Despite overall revenue decline in distribution, primarily from previously announced customer attrition, we achieved new business growth of five percent in fiscal 2005. And, our comprehensive range of services for the independent grocery retailer—from category management, center-store strategy, and private-label product programs to our industry-leading SVHarbor business-to-business tool—continues to differentiate our offerings and underscore our value as a supplier. During fiscal 2005, we made a high-profile step to extend our position in the non-asset based supply chain services industry known as third-party logistics (3PL)—a move that’s integral to the future of our supply chain business. SUPERVALU’s acquisition of Total Logistics gives us critical mass in the fast-growing 3PL arena. 3PL services allow companies to focus on their core competencies—in manufacturing, marketing or retailing—yet realize best-in-class supply chain efficiencies. 3PL clients typically own their distribution assets, such as warehouses, trucks and other equipment, while Total Logistics supplies the know-how, people and technology. We’re optimistic about the long-term potential for our 3PL efforts and its ability to enrich and broaden our overall distribution services business. We also launched a new produce business, aptly named W. Newell & Co. after our founders. A new, 155,000 square-foot facility in Illinois, scheduled to open in August, will support a dedicated specialized sales and service organization. Speed-to-shelf is the most critical aspect when it comes to highly perishable produce. We intend to leverage our expertise in produce to perfect the produce supply chain, significantly reducing the amount of time it takes for produce to reach the case and, thereby, increasing the freshness and variety of our produce offerings. Today, there is no national produce provider. Our vision is that W. Newell & Co. can be that provider. All of our business strategies across SUPERVALU are part of an integrated effort to drive toward our financial goals. In fiscal 2005, we continued to strengthen our financial condition. We maintained our prudence in capital spending, with fiscal 2005 spending at $325.7 million. As in previous years, our capital spending primarily supports retail store 2
  • 5. expansion, remodeling activity and technology enhancements. SUPERVALU also continued to reduce debt levels during the year. The strength of our business operating cash flow and prudent capital spending provides us with the financial flexibility to invest for future growth. Business Outlook During fiscal 2006, we’ll build upon our core strategies by forging ahead with a number of programs that represent SUPERVALU’s next-generation approach to the market. • We’ll further sharpen our regional retail excellence across multiple banners. Our regional banner growth plan calls for approximately 10 to 12 new stores and approximately 40 major and minor store remodels. • Our growth plan for Save-A-Lot will remain robust. Our fiscal 2006 plans call for approximately 90 to 110 new extreme value food combination stores, including licensees, and approximately 100 extreme-value combination store conversions. • The acquisition of Total Logistics provides us with the path to branch out into larger supply chain business opportunities, both within and beyond grocery retail. With Total Logistics as a platform, we can now aggressively build our presence in the 3PL arena. • W. Newell & Co., our new produce company, provides a tremendous business opportunity that we hope to leverage for our own retail operations, our Midwest independent grocery retail customers, and new customers. Ultimately, we hope to take W. Newell & Co. nationwide. • Lastly, we will remain focused on our financial goals and prudent capital spending. Having achieved our previous long-term return-on-invested-capital goal of 15 percent, we are setting a new long-term goal of 18 percent. We are confident that SUPERVALU is deploying the best short-term and long-term strategies aimed at the highly dynamic retail environment, the evolving needs of the grocery channel, and the improvement in our financial metrics. Jeff Noddle Chairman and Chief Executive Officer 3
  • 6. Our mission at SUPERVALU always will be to serve our customers better than anyone else could serve them. We will provide our customers with value through our products and services, committing ourselves to providing the quality, variety and convenience they expect. Our success requires us to trust in our employees, respect their individual contributions and make a commitment to their continued development. This environment will allow us to attract the best people and provide opportunities through which they can achieve personal and professional satisfaction. Our commitment is to support the communities in which our employees and customers live and work. We will use our time and resources to preserve our role as a partner, neighbor and friend. Our responsibility to our investors is clear—continuous profit growth while ensuring our future success. SUPERVALU will prosper through a balance of innovation and good business decisions that enhances our operations and creates superior value for our customers. By pursuing these goals, SUPERVALU will continue to build on our foundation as a world-class retailer and distributor that values long-standing ties with its constituents, and conducts its business with integrity and ethics. We will continue to foster strong relationships with the diverse people and organizations with whom we work. Through open communication with our customers, employees, communities and shareholders, we will adapt to changing times while holding true to the fundamentals that support both our growth and stability. We shall pursue our mission with a passion for what we do and a focus on priorities that will truly make a difference in our future.
  • 7. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 26, 2005 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 incorporation or organization) (I.R.S. Employer Identification No.) 11840 Valley View Road Eden Prairie, Minnesota (Address of principal executive offices) 55344 (Zip Code) Registrant’s telephone number, including area code: (952) 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 per share New York Stock Exchange 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 È No ‘ 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. È Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes È No ‘ The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 11, 2004 was approximately $3,603,630,697 (based upon the closing price of Registrant’s Common Stock on the New York Stock Exchange on September 10, 2004). Number of shares of $1.00 par value Common Stock outstanding as of April 29, 2005: 136,085,323. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant’s definitive Proxy Statement filed for the Registrant’s 2005 Annual Meeting of Stockholders are incorporated by reference into Part III, as specifically set forth in Part III.
  • 8. PART I ITEM 1. BUSINESS General Development SUPERVALU is one of the largest companies in the United States grocery channel. SUPERVALU conducts its retail operations under three retail food store formats: extreme value stores primarily under the retail banner Save-A-Lot; price superstores, under the regional retail banners of Cub Foods, Shop ‘n Save, Shoppers Food & Pharmacy and bigg’s; and supermarkets, under the regional retail banners of Farm Fresh, Scott’s and Hornbacher’s. As of the close of the fiscal year, the company conducted its retail operations through 1,549 stores, including 879 licensed extreme value stores. SUPERVALU also provides food distribution and related logistics support services across the United States retail grocery channel. As of the close of the fiscal year, the company served as the primary grocery supplier to approximately 2,300 retail food stores in 48 states, in addition to its own regional banner store network, and as a secondary supplier to approximately 700 stores. SUPERVALU is focused on retail growth through targeted new store development, remodel activities, licensee growth and acquisitions. During fiscal 2005, the company added 66 net new stores through new store development. The company’s plans also include leveraging its distribution operations by providing logistics and service solutions through an increasingly efficient supply chain, which should allow it to affiliate new independent customers. On February 7, 2005, the company completed its acquisition of Total Logistics, Inc. (Total Logistics), a national provider of integrated third-party logistics services. The aggregate transaction value was approximately $234 million, including assumed debt and direct costs related to the acquisition. The company expects the acquisition to be slightly accretive to fiscal year 2006 earnings. The Total Logistics acquisition also included its Zero Zone subsidiary, a manufacturer of refrigeration cases and systems, which will be divested in fiscal 2006 as it is non-core to the company’s food retail and supply chain service businesses. On April 1, 2004 the company sold its minority interest in WinCo Foods, Inc. (WinCo), a privately-held regional grocery chain that operates stores primarily in the northwestern United States, for approximately $150 million in net after-tax cash proceeds. The impact of this transaction to fiscal 2005 results was to reduce net earnings by approximately $0.10 per basic share or $0.09 per diluted share, reflecting the elimination of WinCo’s non-cash equity in earnings, and to increase net earnings by approximately $0.51 per basic share or $0.47 per diluted share for the one-time after-tax gain on the sale. 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: 952-828-4000). Unless the discussion in this Annual Report on Form 10-K indicates otherwise, all references to the “company,” “SUPERVALU” or “Registrant” relate to SUPERVALU INC. and its majority-owned subsidiaries. The company makes available free of charge at its internet website (www.supervalu.com) its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). Information on the company’s website is not deemed to be incorporated by reference into this Annual Report on Form 10-K. The company will also provide its SEC filings free of charge upon written request to the Corporate Secretary, SUPERVALU INC., P.O. Box 990, Minneapolis, MN 55440. Additional description of the company’s business is found in Part II, Item 7 of this report. Financial Information About Reportable Segments The company’s business is classified by management into two reportable segments: Retail food and food distribution. Retail food operations include three retail food store formats: extreme value stores, regional price 2
  • 9. superstores and regional supermarkets. The retail operations include results of food stores owned and results of sales to extreme value stores licensed by the company. Food distribution operations include results of sales to affiliated food stores, mass merchants and other customers, and the results of other third party logistics arrangements. Management utilizes more than one measurement and multiple views of data to assess segment performance and to allocate resources to the segments. However, the dominant measurements are consistent with the consolidated financial statements. The financial information concerning the company’s operations by reportable segment for the years ended February 26, 2005, February 28, 2004 and February 22, 2003 is contained on page F-7. Retail Food Operations Overview. At February 26, 2005, the company conducted its retail food operations through a total of 1,549 retail stores, including 879 licensed extreme value stores. Its principal retail food formats include extreme value stores, regional price superstores and regional supermarkets. These diverse formats enable the company to operate in a variety of markets under widely differing competitive circumstances. Based on revenues, the company was the eighth largest grocery retailer in the United States as of February 26, 2005. In fiscal 2006, the company anticipates opening approximately 90 to 110 new extreme value stores, including licensed sites, and 10 to 12 regional banner stores and continuing its store remodeling program. Extreme Value Stores. The company operates extreme value stores primarily under the Save-A-Lot banner. Save-A-Lot holds the number one market position, based on revenues, in the extreme value grocery- retailing sector. Save-A-Lot food stores typically are approximately 15,000 square feet in size, and stock approximately 1,250 high volume food items generally in a single size for each product sold, as well as a limited offering of general merchandise items. At a Save-A-Lot store, the majority of the food products offered for sale are custom branded products. The specifications for the Save-A-Lot custom branded product emphasize quality and characteristics that the company believes are comparable to national brands. The company’s attention to the packaging of Save-A-Lot products has resulted in the company registering a number of its custom labels. At fiscal year end, there were 1,287 extreme value stores, including 466 combination food and general merchandise stores, located in 39 states of which 879 were licensed. These stores are supplied from 16 dedicated distribution centers. Price Superstores. The company’s price superstores hold the number one, two or three market position in most of their markets. The price superstore focus is on providing every day low prices and product selection across all departments. Most of the company’s price superstores offer traditional dry grocery departments, along with strong perishable departments and pharmacies. Price superstores carry over 45,000 items and generally range in size from 45,000 to 100,000 square feet with an average size of approximately 64,000 square feet. At fiscal year end, the company owned and operated 202 price superstores under the Cub Foods, Shop ’n Save, Shoppers Food & Pharmacy and bigg’s banners in 12 states; an additional 31 stores were franchised to independent retailers under the Cub Foods banner. In-store pharmacies are operated in 183 of the price superstores. The owned Cub Food stores operate primarily in the Minneapolis/St. Paul and Chicago markets; Shop ’n Save operates primarily in the St. Louis and Pittsburgh markets; Shoppers Food & Pharmacy operates in the Washington D.C. and Baltimore markets; and bigg’s operates primarily in the Cincinnati market. Supermarkets. The company’s traditional supermarkets hold leading market positions in their principal markets. This format combines a grocery store that offers traditional dry grocery and fresh food departments, and a variety of specialty departments that may include floral, seafood, expanded health and beauty care, video rental, cosmetics, delicatessen, bakery, photo finishing, liquor, as well as an in-store bank and a traditional drug store that includes a pharmacy. A typical supermarket carries approximately 32,000 items and generally ranges in size from 30,000 to 65,000 square feet with an average size of approximately 50,000 square feet. 3
  • 10. At fiscal year end, the company operated 60 supermarkets under the Farm Fresh, Scott’s and Hornbacher’s banners in five states. The Farm Fresh stores operate primarily in the Virginia Beach, Virginia market; the Scott’s stores operate in the Fort Wayne, Indiana market; and the Hornbacher’s stores operate in the Fargo, North Dakota market. In-store pharmacies are operated in 30 of the supermarkets. Food Distribution Operations Overview. SUPERVALU provides logistics and service solutions to retailers for food and non-food products and is the largest public company food wholesaler in the nation. At February 26, 2005, the company was affiliated with approximately 2,300 stores as their primary supplier, excluding the company’s own regional banner store network, and approximately 700 additional stores as a secondary supplier. SUPERVALU’s customers include single and multiple grocery store independent operators, regional and national chains, mass merchants and the military. Such customers are located in 48 states, and range in size from small convenience stores to 200,000 square foot supercenters. SUPERVALU also manages distribution centers and manages dedicated and third party transportation networks for customers of its third party logistics business. Products Supplied. The company offers and supplies its distribution customers with a wide variety and selection of food and non-food products, including groceries, meats, dairy products, frozen foods, deli, bakery, fresh fruits and vegetables, health and beauty aids, general merchandise, seasonal items and tobacco products. Such products include national and regional brands, the company’s own lines of private label products and the private label products of its independent customers. 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. SUPERVALU offers two tiers of private label products to its customers: first quality products under such private labels as CUB, FLAVORITE, HOMEBEST, IGA, RICHFOOD, SHOP ’N SAVE, SUPERCHILL, HEALTHY GENERATIONS, DAILY SOURCE, NUTRIPLAN and CHEF’S CIRCLE; and economy products under the private label of SHOPPERS VALUE. SUPERVALU supplies private label merchandise over a broad range of products in the majority of departments in the store. These products are produced to the company’s specifications by many suppliers. Logistics Network. The company has established a network of strategically located distribution centers utilizing a multi-tiered logistics system. The network includes facilities that carry slow turn or fast turn groceries, perishables, general merchandise and health and beauty care products. The network comprises 24 distribution facilities. The company believes that its multi-tiered distribution network increases buying scale, improves operating efficiencies and lowers costs of operations. The company is continuing to work on business initiatives that will deliver lower costs of operations. Deliveries to retail stores are made from the company’s distribution centers by company-owned trucks, third party independent trucking companies or customer-owned trucks. In addition, the company provides certain facilitative services between its independent retailers and vendors related to products that are delivered directly by suppliers to retail stores under programs established by the company. These services include sourcing, invoicing and payment services. Third Party Logistics. The company also offers third party logistics solutions through its Total Logistics subsidiary, which was acquired in February 2005, and its Advantage Logistics operation, which was formed in 2002. The company is merging most of its Advantage Logistics business into Total Logistics. The combination of these operations provides customers with a suite of logistics services, including warehouse management, transportation, procurement, contract manufacturing and logistics engineering and management services. Trademarks The company offers some customers the opportunity to franchise a concept or license a service mark. 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 service marks such as CUB FOODS, SAVE-A-LOT, SENTRY, FESTIVAL FOODS, 4
  • 11. COUNTY MARKET, SHOP ’N SAVE, NEWMARKET, IGA, FOODLAND, JUBILEE, SUPERVALU and SUPERVALU PHARMACIES. The company registers a substantial number of its trademarks/service marks in the United States Patent and Trademark Office, including many of its private label product trademarks and service marks. See “Retail Food Operations—Extreme Value Stores” and “Food Distribution Operations— Products Supplied” for further information. U.S. trademark and service mark registrations are generally for a term of 10 years, renewable every 10 years as long as the trademark is used in the regular course of trade. The company considers certain of its trademarks and service marks to be of material importance to its retail food and food distribution business and actively defends and enforces such trademarks and service marks. Competition The company’s retail food and food distribution businesses are highly competitive. The company believes that the success of its retail food and food distribution businesses are dependent upon the ability of the company’s retail food operations, and the retail food stores with whom it is affiliated as a supplier, to compete successfully with other retail food stores. Principal competition comes from regional and national chains operating under a variety of formats that devote square footage to selling food (i.e. supercenters, supermarkets, extreme value stores, membership warehouse clubs, dollar stores, drug stores, convenience stores, various formats selling prepared foods, and other specialty and discount retailers), as well as from independent food store operators. The company believes that the principal competitive factors that face its owned stores, as well as the stores owned by retailers it supplies, include the location and image of the store; the price, quality and variety of products; and the quality and consistency of service. The food distribution business competes directly with a number of food wholesalers. The company believes it competes in this supply chain on the basis of product price, quality and assortment, schedule and reliability of deliveries, the range and quality of services provided, service fees, and the location of distribution facilities. The company’s third party logistics business competes nationwide in a highly fragmented market place which includes a number of large international and domestic companies, as well as with many smaller, more regional competitors. The company believes that it competes in this business on the basis of warehousing and transportation logistics expertise, cost, and the ability to offer both asset and non-asset based solutions as well as to design and manage a customer’s entire supply chain. Employees At February 26, 2005, the company had approximately 56,000 employees. Approximately 23,000 employees are covered by collective bargaining agreements. During fiscal 2005, 17 collective bargaining agreements covering approximately 13,000 employees were re-negotiated. In fiscal 2006, 28 collective bargaining agreements covering approximately 7,500 employees will expire. The company believes that it has generally good relations with its employees. 5
  • 12. ITEM 2. PROPERTIES Retail Food Operations The following table is a summary of the corporate retail stores operated by the company under its principal retail formats as of February 26, 2005: Retail Format Banner Location and Number of Corporate Stores Square Footage Owned (Approximate) Square Footage Leased (Approximate) ExtremeValue Stores Save-A-Lot1 Alabama (1), Arkansas (1), California (17), Connecticut (5), Delaware (6), Florida (72), Georgia (17), Illinois (17), Louisiana (10), Maryland (11), Massachusetts (7), Mississippi (4), Missouri (10), New Jersey (10), New York (6), Ohio (31), Pennsylvania (24), Rhode Island (3), South Carolina (3), Tennessee (5), Vermont (1), Virginia (8), Wisconsin (2) 465,000 3,684,000 Deals Alabama (3), Arkansas (5), Georgia (3), Illinois (22), Indiana (13), Iowa (2), Kansas (6), Kentucky (11), Michigan (1), Missouri (28), Ohio (31), Oklahoma (3), Pennsylvania (2), Tennessee (5), West Virginia (1), Wisconsin (1) — 1,473,000 Save-A-Lot Distribution Centers California (1), Florida (1), Georgia (1), Illinois (1), Indiana (1), Kentucky (1), Louisiana (1), Maryland (1), Michigan (1), Missouri (1), New York (1), Ohio (2), Tennessee (1), Texas (1), Wisconsin (1) 3,013,000 1,795,000 Price Superstores Cub Foods2 Illinois (29), Iowa (3), Minnesota (35), Wisconsin (9) 2,547,000 2,789,000 Shoppers Food & Pharmacy Delaware (1) Maryland (37), Virginia (21) — 3,271,000 Shop ’n Save Illinois (14), Missouri (22), Pennsylvania (19) 471,000 2,465,000 bigg’s Indiana (1), Kentucky (1), Ohio (10) 158,000 1,225,000 Supermarkets Farm Fresh North Carolina (1), Virginia (36) — 1,773,000 Scott’s Indiana (18) 293,000 680,000 Hornbacher’s Minnesota (1), North Dakota (4) 107,000 113,000 1 Excludes 879 Save-A-Lot stores that are licensed by independent retailers. 2 Excludes 31 Cub Foods stores that are franchised by independent retailers. The extreme value stores that are leased by the company generally have terms of 5 to 10 years plus renewal options. The price superstores and supermarkets that are leased by the company generally have terms of 15 to 25 years plus renewal options. 6
  • 13. Food Distribution Operations The following table is a summary of the company’s principal distribution centers and office space utilized in the company’s food distribution operations as of February 26, 2005: Region Location and Number of Distribution Centers Square Footage Owned (Approximate) Square Footage Leased (Approximate) Central Region Indiana (1), Ohio (1), Pennsylvania (2), West Virginia (1) 2,159,000 372,000 Midwest Region Illinois (2), Missouri (1), Texas (1), Wisconsin (2) 2,394,000 913,000 Northern Region Minnesota (1), North Dakota (2) 2,132,000 90,000 Northwest Region Montana (1), Washington (2) 1,514,000 — Southeast Region Alabama (2), Florida (1), Mississippi (1) 1,528,000 473,000 Eastern Region Maryland (1), Pennsylvania (1), Virginia (1) 1,145,000 926,000 Additional Property The company’s principal executive offices are located in an 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 site of 140 acres owned by the company. Other facilities allocated for corporate use include approximately 189,000 square feet of leased office space located in Chanhassen, Minnesota, 53,000 square feet of owned office space located in Stillwater, Minnesota and 35,000 square feet of leased office space in Denver, Colorado. Additional information on the company’s properties can be found on pages F-24 through F-26 in the Leases note in the accompanying Notes to Consolidated Financial Statements. Management of the company believes its physical facilities and equipment are adequate for the company’s present needs and businesses. ITEM 3. LEGAL PROCEEDINGS The company is a party to various legal proceedings arising from the normal course of business activities, none of which, in management’s opinion, is expected to have a material adverse impact on the company’s consolidated statement of earnings or consolidated financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There was no matter submitted during the fourth quarter of fiscal year 2005 to a vote of the security holders of the Registrant. 7
  • 14. PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, REGISTRANT PURCHASES OF EQUITY SECURITIES, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The company’s common stock is listed on the New York Stock Exchange under the symbol SVU. As of April 29, 2005, there were 136,085,323 shares of common stock outstanding. At that date, there were 6,485 stockholders of record, excluding individual participants in security position listings. The information called for by Item 5 as to the sales price for the company’s common stock on a quarterly basis during the last two fiscal years and dividend information is found under the heading “Common Stock Price” in Part II, Item 7 of this report. The following table sets forth the registrant’s purchase of equity securities for the periods indicated: Period (1) Total Number of Shares Purchased (2) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Treasury Stock Purchase Program (3) Maximum Number of Shares that May Yet be Purchased Under the Treasury Stock Purchase Program (3) First four weeks December 5, 2004 to January 1, 2005 10,292 $33.99 — 4,588,300 Second four weeks January 2, 2005 to January 29, 2005 121,936 $32.39 — 4,588,300 Third four weeks January 30, 2005 to February 26, 2005 134,320 $32.67 — 4,588,300 Totals 266,548 $32.60 — 4,588,300 (1) The reported periods conform to the company’s fiscal calendar composed of thirteen 28-day periods. The fourth quarter of fiscal 2005 contains three 28-day periods. (2) These amounts include the deemed surrender by participants in the company’s compensatory stock plans of 266,548 shares of previously issued common stock in payment of the purchase price for shares acquired pursuant to the exercise of stock options and satisfaction of tax obligations arising from such exercises as well as from the vesting of restricted stock granted under such plans. (3) On May 26, 2004, the company announced a treasury stock purchase program authorized by the Board of Directors to repurchase up to 5,000,000 shares of the company’s common stock to offset the issuance of shares over time under the company’s employee benefit plans. As of February 26, 2005, 4,588,300 shares remained available for purchase under that program. ITEM 6. SELECTED FINANCIAL DATA The information called for by Item 6 is found within the Five Year Financial and Operating Summary on page F-2. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW SUPERVALU is one of the largest grocery companies in the United States. We operate within two selling businesses in the grocery food industry, grocery retail and food distribution. At February 26, 2005, we conducted our retail operations through a total of 1,549 stores of which 879 are licensed locations. Principal formats include extreme value stores, regional price superstores and regional supermarkets. Our food distribution operations 8
  • 15. network spans 48 states and we serve as primary grocery supplier to approximately 2,300 stores, in addition to our own regional banner store network, as well as serving as secondary grocery supplier to approximately 700 stores. Based on revenues today, we would be ranked as the largest extreme value food retailer, eighth largest grocery retailer, and largest public company food wholesaler in the United States. The grocery food industry can be characterized as one of consolidation and rationalization. The grocery industry also continues to experience store saturation driven primarily by increases in square footage devoted to food in supercenters, club stores, mass merchandisers, dollar stores, drug stores and other alternate formats as well as organic growth by traditional supermarket operators. As a result, same-store sales growth for the industry has been soft, pressuring profitability levels in the industry as operating costs rise at a rate faster than sales growth. We expect this industry environment to continue for the foreseeable future. In fiscal 2006, we anticipate same store sales growth of approximately one percent. The grocery industry is also affected by the general economic environment and its impact on consumer spending behavior. We would characterize fiscal 2005 as a year with modest economic growth with relatively normal levels of consumer spending and product cost inflation. For fiscal 2006, we expect consumer spending to be pressured by higher fuel prices and modest food inflation. In fiscal 2005, most businesses, including the labor intensive grocery industry, were again impacted by another year of rising health care and pension costs. Although the rate of increase moderated in fiscal 2005, these rising costs impacted the overall profitability levels of the food industry and have become a pivotal issue in labor negotiations for unionized employees who bargain for health and retirement benefits in addition to wages. Approximately 41 percent of SUPERVALU’s employees are unionized. We did not experience any strikes during fiscal 2005. Approximately 33 percent of our unionized workforce are represented by contracts that are up for renewal in fiscal 2006. All of these industry factors impact our food distribution customer base. As a result, we continue to experience customer attrition in our food distribution operations. The attrition rate in fiscal 2005 was approximately seven percent, which is above the historical range of approximately two percent to four percent, due primarily to three large customer transitions to other suppliers during the year. For fiscal 2006, we anticipate the attrition rate in this business will be in the upper end of that historical range. All the above factors will continue to impact our industry and our company in fiscal 2006. We believe we can be successful against this industry backdrop with our regional retail formats that focus on local execution, merchandising, and consumer knowledge. In addition, our operations will benefit from our efficient and low-cost supply chain and economies of scale as we leverage our retail and distribution operations. Save-A-Lot, our extreme value format, has nationwide potential, and currently operates in 39 states. In fiscal 2005 and in the future, the majority of our new extreme value food stores will be a type of combination store offering both food and general merchandise. We plan to expand regional retail banner square footage through selective new store growth in key markets where we have significant market share. In addition, we will supplement regional retail store growth with continued focus on remodel activities. Given the life cycle maturity of our distribution business with its inherent attrition rate, future growth in food distribution will be modest and primarily achieved through serving new independent customers, net growth from existing customers and further consolidation opportunities. Our recent acquisition of Total Logistics offers a new platform to participate in the fast-growing logistics arena. We remain committed to streamlining our operations and improving our return on invested capital through a variety of initiatives. 9
  • 16. RESULTS OF OPERATIONS Highlights of results of operations as reported and as a percent of net sales are as follows: February 26, 2005 (52 weeks) February 28, 2004 (53 weeks) February 22, 2003 (52 weeks) (In millions) Net sales $19,543.2 100.0% $20,209.7 100.0% $19,160.4 100.0% Cost of sales 16,681.5 85.4 17,372.4 85.9 16,567.4 86.5 Selling and administrative expenses 2,228.9 11.4 2,220.4 11.0 2,020.2 10.5 Gain on sale of WinCo Foods, Inc. (109.2) (0.6) — — — — Restructure and other charges 26.4 0.1 15.5 0.1 2.9 — Operating earnings $ 715.6 3.7 $ 601.4 3.0 $ 569.9 3.0 Interest expense 137.5 0.7 165.6 0.8 182.5 1.0 Interest income (22.7) (0.1) (19.1) (0.1) (20.6) (0.1) Earnings before income taxes $ 600.8 3.1 $ 454.9 2.3 $ 408.0 2.1 Income tax expense 215.0 1.1 174.8 0.9 151.0 0.8 Net earnings $ 385.8 2.0% $ 280.1 1.4% $ 257.0 1.3% Comparison of fifty-two weeks ended February 26, 2005 (fiscal 2005) with fifty-three weeks ended February 28, 2004 (fiscal 2004): In fiscal 2005, the company achieved net sales of $19.5 billion compared with $20.2 billion last year. Net earnings for fiscal 2005 were $385.8 million, basic earnings per share were $2.86 and diluted earnings per share were $2.71 compared with net earnings of $280.1 million, basic earnings per share of $2.09 and diluted earnings per share of $2.01 last year. Results for fiscal 2005 include a net after-tax gain on the sale of the company’s minority interest in WinCo of $68.3 million or $0.51 basic earnings per share and $0.47 diluted earnings per share. On February 7, 2005, the company completed the acquisition of Total Logistics and its results are immaterial to fiscal 2005. Fiscal 2004 was a 53 week fiscal year, resulting in an extra week in the fourth quarter, which generated approximately $360.0 million in net sales and contributed approximately $.07 to basic and diluted earnings per share. Fiscal 2004 operating results include the impact of the asset exchange with C&S Wholesale Grocers (Asset Exchange), the sale and closure of the company’s Denver based operations that included nine retail stores and a food distribution facility (Denver Disposition) and in St. Louis, where we operate 21 regional supermarkets, we experienced a 28-day strike in fiscal 2004 (St. Louis Strike). Net Sales Net sales for fiscal 2005 were $19.5 billion compared with $20.2 billion last year, a decrease of $0.7 million or 3.3 percent from last year. Retail food sales were 54.0 percent of net sales for fiscal 2005 compared with 52.2 percent last year. Food distribution sales were 46.0 percent of net sales for fiscal 2005 compared with 47.8 percent last year. Retail food sales for fiscal 2005 were $10.5 billion, flat compared to last year, primarily reflecting net new store and same store sales growth, which was fully offset by the absence of last year’s extra week of approximately $0.2 billion. Fiscal 2005 same store retail sales, defined as stores operating for four full quarters, including store expansions, increased 0.3 percent. Fiscal 2005 store activity, including licensed units, resulted in 104 new stores opened and 38 stores closed, for a total of 1,549 stores at year end. Total square footage increased approximately 4.2 percent over the prior year. 10
  • 17. Food distribution sales for fiscal 2005 were $9.0 billion compared with $9.7 billion last year, a decrease of $0.7 billion. Food distribution sales decreased 6.9 percent compared with last year, reflecting new business growth of approximately 5 percent, which was more than offset by customer attrition, last year’s Asset Exchange and the absence of the extra week in last year, which accounted for approximately seven percent, three percent and two percent, respectively. Gross Profit Gross profit (calculated as net sales less cost of sales), as a percent of net sales, was 14.6 percent for fiscal 2005 compared with 14.1 percent last year. The increase in gross profit, as a percent of net sales, primarily reflects the growing proportion of our retail food business, which operates at a higher gross profit margin as a percentage of net sales than does the food distribution business, benefits of retail merchandising execution and customer mix and the benefit of volume throughput including labor productivity improvements in distribution. Selling and Administrative Expenses Selling and administrative expenses, as a percentage of net sales, were 11.4 percent for fiscal 2005 compared with 11.0 percent last year. The increase in selling and administrative expenses, as a percent of net sales, primarily reflects the growing proportion of the company’s retail food business, which operates at a higher selling and administrative expense as a percent of net sales than does the food distribution business. Restructure and Other Charges In fiscal 2005, the company incurred $26.4 million, or 0.1 percent of net sales, in pre-tax restructure and other charges, consisting of $18.0 million for increased liabilities associated with employee benefit related costs from previously exited food distribution facilities and $8.4 million for changes in estimates on exited real estate. In fiscal 2004, the company incurred $15.5 million, or 0.1 percent of net sales in pre-tax restructure and other charges, consisting of $7.0 million for changes in estimates on exited real estate for food distribution and $8.5 million for increased liabilities associated with employee benefit related costs from previously exited food distribution facilities. Operating Earnings Operating earnings for fiscal 2005 increased 19.0 percent to $715.6 million compared with $601.4 million last year, primarily reflecting the fiscal 2005 $109.2 million pre-tax gain on the sale of WinCo. Fiscal 2005 operating earnings include $26.4 million in pre-tax restructure and other charges. Fiscal 2004 operating earnings include $15.5 million in pre-tax restructure and other charges. Retail food operating earnings for fiscal 2005 increased 0.5 percent to $446.3 million, or 4.2 percent of net sales, from last year’s operating earnings of $444.0 million, or 4.2 percent of net sales. The increase in retail food operating earnings primarily reflects the benefits of retail merchandising execution, which offset the absence of last year’s extra week and WinCo earnings. Food distribution operating earnings for fiscal 2005 increased 5.4 percent to $234.6 million, or 2.6 percent of net sales, from last year’s operating earnings of $222.5 million, or 2.3 percent of net sales. The increase in food distribution operating earnings primarily reflects customer mix and the benefit of volume throughput including labor productivity improvements, which more than offset the absence of last year’s extra week. Net Interest Expense Net interest expense was $114.8 million in fiscal 2005 compared with $146.5 million last year. The decrease primarily reflects lower borrowing levels. Income Taxes The overall effective tax rate was 35.8 percent and 38.4 percent in fiscal 2005 and fiscal 2004, respectively. Last year’s effective tax rate reflects $7.6 million of taxes related to the Asset Exchange. In both fiscal 2005 and fiscal 2004, the effective tax rate reflects the impact of net favorable tax settlements occurring in each year. 11
  • 18. Net Earnings Net earnings were $385.8 million, or $2.86 per basic share and $2.71 per diluted share, in fiscal 2005 compared with net earnings of $280.1 million, or $2.09 per basic share and $2.01 per diluted share last year. Results for fiscal 2005 include a net after-tax gain on the sale of the company’s minority interest in WinCo of $68.3 million or $0.51 basic earnings per share and $0.47 diluted earnings per share. Weighted average basic shares increased to 135.0 million in fiscal 2005 compared to 134.0 million in fiscal 2004 and weighted average diluted shares increased to 144.9 million in fiscal 2005 compared with 143.2 million shares last year, reflecting the net impact of stock option activity and shares repurchased under the treasury stock program. Comparison of fifty-three weeks ended February 28, 2004 (fiscal 2004) with fifty-two weeks ended February 22, 2003 (fiscal 2003): In fiscal 2004, the company achieved net sales of $20.2 billion compared with $19.2 billion in fiscal 2003. Net earnings for fiscal 2004 were $280.1 million, basic earnings per share were $2.09 and diluted earnings per share were $2.01 compared with net earnings of $257.0 million, basic earnings per share of $1.92 and diluted earnings per share of $1.86 for fiscal 2003. Fiscal 2004 was a 53 week fiscal year, resulting in an extra week in the fourth quarter, which generated approximately $0.4 billion in net sales and contributed approximately $.07 to basic and diluted earnings per share. Fiscal 2004 operating results include the impact of the Asset Exchange, the Denver Disposition and the St. Louis Strike. Net Sales Net sales for fiscal 2004 were $20.2 billion compared with $19.2 billion for fiscal 2003, an increase of $1.0 billion or 5.5 percent. Retail food sales were 52.2 percent of net sales for fiscal 2004 compared with 51.4 percent for fiscal 2003. Food distribution sales were 47.8 percent of net sales for fiscal 2004 compared with 48.6 percent in fiscal 2003. Retail food sales for fiscal 2004 were $10.6 billion compared with $9.9 billion last year, an increase of 7.1 percent or $0.7 billion which included approximately $0.2 billion due to the benefit of the extra week. The remainder of the increase was due to net new store and same store sales growth, which accounted for approximately 70 percent and 30 percent of the increase, respectively. Fiscal 2004 same store retail sales, defined as stores operating for four full quarters, including store expansions, increased 2.1 percent. Fiscal 2004 store activity, including licensed units, resulted in 107 new stores opened and 41 stores closed, including the sale or closure of our Denver based stores, for a total of 1,483 stores at year end. Total square footage increased approximately 3.8 percent over the prior year. Food distribution sales were $9.7 billion for fiscal 2004 compared to $9.3 billion in fiscal 2003, an increase of $0.4 billion. Food distribution sales increased 3.7 percent compared with fiscal 2003, primarily reflecting the impact of new customer affiliations and the benefit of the extra week, which accounted for approximately seven percent and two percent, respectively and more than offset customer attrition, and the net revenue loss resulting from of the Asset Exchange which accounted for approximately three percent and two percent, respectively. Gross Profit Gross profit (calculated as net sales less cost of sales), as a percent of net sales, was 14.1 percent for fiscal 2004 compared with 13.5 percent in fiscal 2003. The increase in gross profit, as a percent of net sales, primarily reflects improved merchandising execution for retail, including the expansion of general merchandise in the 12
  • 19. extreme value format, and the growing proportion of our retail food business, which operates at a higher gross profit margin as a percentage of net sales than does the food distribution business. Selling and Administrative Expenses Selling and administrative expenses, as a percentage of net sales, were 11.0 percent for fiscal 2004 compared with 10.5 percent in fiscal 2003. The increase in selling and administrative expenses, as a percent of net sales, primarily reflects increases in employee benefit and incentive related costs, costs associated with the Denver Disposition, including related reserves for closed stores and $10.8 million in additional reserves for non- operating properties. Restructure and Other Charges In fiscal 2004, the company incurred $15.5 million, or 0.1 percent of net sales, in pre-tax restructure and other charges, consisting of $7.0 million for changes in estimates on exited real estate in certain markets for food distribution and $8.5 million for increased liabilities associated with employee benefit related costs from previously exited food distribution facilities. Operating Earnings Operating earnings for fiscal 2004 increased 5.5 percent to $601.4 million compared with $569.9 million in fiscal 2003. Fiscal 2004 operating earnings include $15.5 million in pre-tax restructure and other charges. Fiscal 2003 operating earnings include $2.9 million in pre-tax restructure and other charges. Retail food operating earnings for fiscal 2004 increased 1.7 percent to $444.0 million, or 4.2 percent of net sales, from last year’s operating earnings of $436.5 million, or 4.4 percent of net sales. The increase in retail food operating earnings was primarily due to growth of new stores, improved merchandising execution and the benefit of the extra week which were substantially offset by increases in employee benefit and incentive related costs, costs associated with the Denver Disposition, including related reserves for closed stores, and the impact of the St. Louis Strike. Food distribution operating earnings for fiscal 2004 increased 29.6 percent to $222.5 million, or 2.3 percent of net sales, from fiscal 2003’s operating earnings of $171.6 million, or 1.8 percent of net sales. The increase in food distribution operating earnings primarily reflects the increase in sales volume, benefits of efficiency initiatives implemented during the course of the prior year and the benefit of the extra week. Net Interest Expense Net interest expense was $146.5 million in fiscal 2004 compared with $161.9 million in fiscal 2003. The decrease primarily reflects lower borrowing levels that more than offset $5.8 million in pre-tax costs related to the early redemption of $100.0 million of debt at a price of 103.956 percent in the third quarter of fiscal 2004. Income Taxes The effective tax rate was 38.4 percent and 37.0 percent in fiscal 2004 and fiscal 2003, respectively. The increase in the effective tax rate in fiscal 2004 was due to $7.6 million of taxes due on the Asset Exchange. Net Earnings Net earnings were $280.1 million, or $2.09 per basic share and $2.01 per diluted share, in fiscal 2004 compared with net earnings of $257.0 million, or $1.92 per basic share and $1.86 per diluted share in fiscal 2003. Weighted average basic shares increased to 134.0 million in fiscal 2004 compared with 133.7 million in fiscal 2003. Weighted average diluted shares increased to 143.2 million in fiscal 2004 compared with 142.7 million shares in fiscal 2003, reflecting the net impact of stock option activity and shares repurchased under the treasury stock program. 13
  • 20. RESTRUCTURE AND OTHER CHARGES In fiscal 2000, 2001, and 2002, the company commenced restructuring programs designed to reduce costs and enhance efficiencies and included facility consolidation and disposal of non-core assets and assets not meeting return objectives or providing long-term strategic opportunities. The restructuring plans resulted in the company recording pre-tax restructure and other charges in fiscal 2000, 2001 and 2002. In fiscal 2003, all activity for the fiscal 2002, 2001 and 2000 restructure plans was completed. The table below shows the remaining restructure reserves for the 2002, 2001, and 2000 plans as of February 26, 2005, as well as reserve related activity for the three fiscal years then ended. Restructure Plan Fiscal 2002 Reserve Balance Fiscal 2003 Activity Fiscal 2003 Reserve Balance Fiscal 2004 Activity Fiscal 2004 Reserve Balance Fiscal 2005 Activity Fiscal 2005 Reserve BalanceUsage Adjustment Usage Adjustment Usage Adjustment (In millions) 2002 $16.3 $ (9.3) $ (3.6) $ 3.4 $ (3.8) $ 0.6 $ 0.2 $(0.2) $ — $ 0.0 2001 $56.0 $(35.5) $11.7 $32.2 $(17.3) $11.7 $26.6 $(6.6) $22.3 $42.3 2000 $18.0 $ (9.8) $ 2.9 $11.1 $ (9.1) $ 0.5 $ 2.5 $(1.4) $ — $ 1.1 The company recognized pre-tax restructure and other charges of $26.4 million, $15.5 million and $2.9 million for fiscal years 2005, 2004, and 2003 respectively. These charges reflect changes in liabilities associated with employee benefit related costs from previously exited distribution facilities as well as changes in estimates on exited real estate, including asset impairment. Fiscal 2005 charges related primarily to restructure 2001 and consisted of reserve adjustments of $22.3 million, asset impairment charges of $0.5 million, and property holding costs of $3.6 million. Fiscal 2004 charges reflect the net adjustments to the restructure reserves of $12.8 million, as well as asset impairment adjustments of $2.7 million for restructure 2001. Fiscal 2003 charges reflect the net adjustments to the restructure reserves of $11.0 million, as well as asset impairment adjustments of $(3.6) million and $(4.5) million for restructure 2001 and 2000, respectively. The remaining 2001 restructure reserves includes $25.9 million for employee benefit related costs and $16.4 million for lease related costs for exited properties. In fiscal 2005, there was an increase in 2001 restructure reserves of $22.3 million for employee benefit related costs for multiemployer plan liabilities resulting from withdrawal notices received in fiscal 2005 for previously exited distribution facilities and changes in estimates on exited real estate of $18.0 million and $4.3 million, respectively. CRITICAL ACCOUNTING POLICIES The preparation of consolidated 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting policies are discussed in the Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements. Management believes the following critical accounting policies reflect its more subjective or complex judgments and estimates used in the preparation of the company’s consolidated financial statements. Allowances for Losses on Receivables Management makes estimates of the uncollectibility of its accounts and notes receivable portfolios. In determining the adequacy of the allowances, management analyzes the value of the collateral, customer financial 14
  • 21. statements, historical collection experience, aging of receivables and other economic and industry factors. Although risk management practices and methodologies are utilized to determine the adequacy of the allowance, it is possible that the accuracy of the estimation process could be materially impacted by different judgments as to collectibility based on the information considered and further deterioration of accounts. LIFO and Retail Inventory Method Inventories are stated at the lower of cost or market. Market is replacement value. Substantially all of the company’s inventory is finished goods. For a significant portion of the company’s inventory, cost is determined through use of the last-in, first-out (LIFO) method. The company utilized LIFO to value approximately 64 percent and 68 percent of the company’s consolidated inventories for fiscal 2005 and 2004, respectively. The retail inventory method (RIM) is used to value retail inventory. The valuation of inventories is at cost and the resulting gross margins are calculated by applying a calculated cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that has been widely used in the retail industry due to its practicality. Inherent in the RIM calculations are certain significant management judgments and estimates, including shrinkage, which significantly impact the ending inventory valuation at cost, as well as the resulting gross margins. These judgments and estimates, coupled with the fact that the RIM is an averaging process, can, under certain circumstances, produce results which differ from actual. Management believes that the company’s RIM provides an inventory valuation which reasonably approximates cost and results in carrying inventory at the lower of cost or market. The company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date. Reserves for Closed Properties and Asset Impairment Charges The company maintains reserves for estimated losses on retail stores, distribution warehouses and other properties that are no longer being utilized in current operations. The company provides for closed property lease liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments after the closing date, net of estimated subtenant income. The closed property lease liabilities usually are paid over the remaining lease terms, which generally range from one to fifteen years. The company estimates subtenant income and future cash flows based on the company’s experience and knowledge of the market in which the closed property is located, the company’s previous efforts to dispose of similar assets and current economic conditions. Owned properties that are closed are reduced to their estimated net realizable value. Reduction in the carrying values of property, equipment and leasehold improvements are recognized when expected net future cash flows are less than the assets’ carrying value. The company estimates net future cash flows based on its experience and knowledge of the market in which the closed property is located and, when necessary, utilizes local real estate brokers. Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the changes become known. The expectations on timing of disposition or sublease and the estimated sales price or sublease income associated with closed properties are impacted by variable factors such as inflation, the general health of the economy, resultant demand for commercial property, the ability to secure subleases, the creditworthiness of sublessees and the company’s success at negotiating early termination agreements with lessors. While 15
  • 22. management believes the current estimates on closed properties are adequate, it is possible that market conditions could cause changes in the company’s assumptions and may require additional reserves and asset impairment charges to be recorded. Reserves for Self Insurance The company is primarily self-insured for workers’ compensation, health care for certain employees and general and automobile liability costs. It is the company’s policy to record its self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported, discounted at a risk free interest rate. Any projection of losses concerning workers’ compensation, health care and general and automobile liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. A 100 basis point change in discount rates, based on changes in market rates would increase the company’s liability by approximately $1 million. Benefit Plans The company sponsors pension and other post retirement plans in various forms covering substantially all employees who meet eligibility requirements. The determination of the company’s obligation and related expense for company sponsored pension and other post retirement benefits is dependent, in part, on management’s selection of certain assumptions used by its actuaries in calculating these amounts. These assumptions include, among other things, the discount rate, the expected long-term rate of return on plan assets and the rates of increase in compensation and health care costs. In accordance with generally accepted accounting principles, actual results that differ from the company’s assumptions are accumulated and amortized over future periods and, therefore, affect its recognized expense and obligation in future periods. While the company believes that its assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially impact non-union pension and other post retirement obligations and future expenses. For fiscal 2006, when not considering other changes in assumptions, the impact to pension expense of each 25 basis point reduction in the discount rate is to increase pension expense by approximately $3 million and the impact of each 25 basis point reduction in expected return on plan assets is to increase pension expense by approximately $1 million. For post retirement, a one percent increase in the health care cost trend rate would increase the accumulated post retirement benefit obligation by approximately $11 million and the service and interest cost by $1 million in fiscal 2005. In contrast, a one percent decrease in the health care cost trend rate would decrease the accumulated post retirement benefit obligation by approximately $10 million and the service and interest cost by approximately $1 million in fiscal 2005. The actuarial assumptions used by the company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, and longer or shorter life spans of participants. Goodwill Management assesses the valuation of goodwill for each of the company’s reporting units on an annual basis through the comparison of the fair value of the respective reporting unit with its carrying value. Fair value is determined primarily based on valuation studies performed by the company, which utilize a discounted cash flow methodology. Valuation analysis requires significant judgments and estimates to be made by management. The company’s estimates could be materially impacted by factors such as competitive forces, customer behaviors, changes in growth trends and specific industry conditions. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $791.6 million, $846.8 million and $583.5 million in fiscal 2005, 2004 and 2003, respectively. The decrease in cash from operating activities in fiscal 2005 from fiscal 2004 is primarily related to changes in working capital. 16
  • 23. Net cash used in investing activities was $161.8 million, $271.6 million and $330.6 million in fiscal 2005, 2004 and 2003, respectively. Fiscal 2005 and 2004 investing activities primarily reflect capital spending to fund retail store expansion, store remodeling and technology enhancements. Fiscal 2005 activities also include the acquisition of Total Logistics and the proceeds from the sale of WinCo. Net cash used in financing activities was $457.8 million, $312.5 million, and $235.9 million in fiscal 2005, 2004 and 2003, respectively. Fiscal 2005 financing activities primarily reflect the early redemption of $250.0 million of the company’s 7.625 percent notes due in September 2004, the payment of approximately $60 million in Total Logistics assumed debt, the payment of dividends of $80.2 million and the purchase of treasury shares of $56.0 million. Fiscal 2004 financing activities primarily reflect the early redemption of $100.0 million of the company’s 8.875 percent notes due in 2022 at the redemption price of 103.956 percent of the principal amount of the notes, the net reduction in notes payable of $80.0 million, the payment of dividends of $77.0 million and the purchase of treasury shares of $14.6 million. Management expects that the company will continue to replenish operating assets with internally generated funds. There can be no assurance, however, that the company’s business will continue to generate cash flow at current levels. The company will continue to obtain short-term financing from its revolving credit agreement with various financial institutions, as well as through its accounts receivable securitization program. Long-term financing will be maintained through existing and new debt issuances. The company’s short-term and long-term financing abilities are believed to be adequate as a supplement to internally generated cash flows to fund its capital expenditures and acquisitions as opportunities arise. Maturities of debt issued will depend on management’s views with respect to the relative attractiveness of interest rates at the time of issuance and other debt maturities. As of February 26, 2005, the company’s current portion of outstanding debt including obligations under capital leases was $99.5 million. The company had no outstanding borrowings under its unsecured $650.0 million revolving credit facility. Letters of credit outstanding under the credit facility were $141.5 million and the unused available credit under the facility was $508.5 million. The company also had $27.1 million of outstanding letters of credit issued under separate agreements with financial institutions. Subsequent to fiscal year-end, on February 28, 2005, the company executed a five year unsecured $750.0 million revolving credit agreement replacing the previous $650.0 million revolving credit agreement which was terminated. Amounts utilized under this credit agreement have rates tied to LIBOR plus 0.275 to 0.675 percent and there are facility fees ranging from 0.10% to 0.20% on the total amount of the facility, both based on the company’s credit ratings. The agreement contains various financial covenants including ratios for interest coverage and debt leverage. All letters of credit that had been issued and outstanding under the previous credit facility were transferred under the new credit facility. On May 3, 2004, the company voluntarily redeemed $250 million of 7.625 percent notes due September 15, 2004, in accordance with the note redemption provisions. In August 2004, the company renewed its annual accounts receivable securitization program, under which the company can borrow up to $200.0 million on a revolving basis, with borrowings secured by eligible accounts receivable. No borrowings were outstanding under this program at February 26, 2005 and February 28, 2004. In November 2001, the company sold zero-coupon convertible debentures having an aggregate principal amount at maturity of $811.0 million. The proceeds from the offering, net of approximately $5.0 million of expenses, were $208.0 million and were initially used to pay down notes payable and were later used to retire a portion of the $300.0 million in debt that matured in November 2002. The debentures mature in 30 years and are callable at the company’s option on or after October 1, 2006. Holders may require the company to purchase all or a portion of their debentures on October 1, 2006 or October 1, 2011 at a purchase price equal to the accreted value of the debentures, which includes accrued and unpaid cash interest. If the option is exercised, the company has the choice of paying the holder in cash, common stock or a combination of the two. Generally, except upon the occurrence of specified events, holders of the debentures are not entitled to exercise their conversion rights until the closing price of the company’s common stock on the New York Stock Exchange for twenty of the last 17
  • 24. thirty trading days of any fiscal quarter exceeds certain levels, at $38.13 per share for the quarter ending June 18, 2005, and rising to $113.29 per share at September 6, 2031. In the event of conversion, 9.6434 shares of the company’s common stock will be issued per $1,000 debenture or approximately 7.8 million shares should all debentures be converted. The debentures have an initial yield to maturity of 4.5 percent, which is being accreted over the life of the debentures using the effective interest method. The company will pay contingent cash interest for the six-month period commencing November 3, 2006, and for any six-month period thereafter if the average market price of the debentures for a five trading day measurement period preceding the applicable six-month period equals 120 percent or more of the sum of the issue price and accrued original issue discount for the debentures. The debentures are classified as long-term debt based on the company’s ability and intent to refinance the obligation with long-term debt if the company is required to repurchase the debentures. The debt agreements contain various financial covenants including ratios for fixed charge interest coverage, asset coverage and debt leverage, in addition to a minimum net worth covenant as defined in the company’s debt agreements. The company has met the financial covenants under the debt agreements as of February 26, 2005. The company is party to a synthetic leasing program for one of its major warehouses. The lease expires April 2008, may be renewed with the lessor’s consent through April 2013 and has a purchase option of approximately $60 million. The company repurchases shares of the company’s common stock under programs authorized by the Board of Directors, for re-issuance upon the exercise of employee stock options and for other compensation programs utilizing the company’s stock. The company repurchased 2.0 million, 0.6 million and 1.5 million shares of common stock at an average cost per share of $28.30, $23.80, and $27.94 during fiscal 2005, 2004, and 2003, respectively. As of February 26, 2005, approximately 4.6 million shares remained available for purchase under the 5.0 million share repurchase program authorized by the Board of Directors in May 2004. SFAS No. 87, “Employers’ Accounting for Pension,” requires that a prepaid pension asset or minimum pension liability, based on the current market value of plan assets and the accumulated benefit obligation of the plan, be reflected. Based on both performance of the pension plan assets and plan assumption changes, the company’s accumulated other comprehensive loss for minimum pension liability is $104.6 million after-tax as of February 26, 2005. This accumulated other comprehensive loss for minimum pension liability will be revised in future years depending upon market performance and interest rate levels. The company’s capital budget for fiscal 2006, which includes capitalized leases, is projected at approximately $500.0 million to $550.0 million, compared with actual spending of $325.7 million in fiscal 2005 including $62.9 million of capital leases. The capital budget for 2006 anticipates cash spending of $410.0 million to $460.0 million, in addition to approximately $90 million for capital leases. Approximately $315.0 million of the fiscal 2006 budget has been identified for use in the company’s retail food business and includes approximately 10 to 12 new regional banner stores, approximately 90 to 110 new extreme value combination stores, including licensed sites, and approximately 20 regional banner major store remodels. The 2006 capital budget also includes capital for distribution projects, distribution maintenance capital and information technology related items. In addition, the company will continue to support store development and financing for the company’s independent retailers. Certain retailer financing activities may not require cash outlays because they involve leases or guarantees. The capital budget does include amounts for projects which are subject to change and for which firm commitments have not been made. Annual cash dividends declared for fiscal 2005, 2004 and 2003, were $.6025, $0.5775 and $0.5675 per common share, respectively. The company’s dividend policy will continue to emphasize a high level of earnings retention for growth. COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS The company has guaranteed certain leases, fixture financing loans and other debt obligations of various retailers at February 26, 2005. These guarantees were generally made to support the business growth of affiliated 18
  • 25. retailers. The guarantees are generally for the entire term of the lease or other debt obligation with remaining terms that range from less than one year to twenty-two years, with a weighted average remaining term of approximately eleven years. For each guarantee issued, if the affiliated retailer defaults on a payment, the company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees of the affiliated retailer. At February 26, 2005, the maximum amount of undiscounted payments the company would be required to make in the event of default of all guarantees was approximately $210 million and represented approximately $121 million on a discounted basis. No amount has been accrued for the company’s obligation under its guaranty arrangements. The company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. The company could be required to satisfy the obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the company’s assignments among third parties, and various other remedies available, the company believes the likelihood that it will be required to assume a material amount of these obligations is remote. The company is party to a synthetic leasing program for one of its major warehouses. The lease expires in April 2008 and may be renewed with the lessor’s consent through April 2013, and has a purchase option of $60.0 million. At February 26, 2005, the estimated market value of the property underlying this lease approximately equaled the purchase option. The company’s obligation under its guaranty arrangements related to this synthetic lease had a carrying balance of $1.6 million, which is reflected as a component of other liabilities in the Consolidated Balance Sheet at February 26, 2005. The company had $168.6 million of outstanding letters of credit as of February 26, 2005, of which $141.5 million were issued under the credit facility and $27.1 million were issued under separate agreements with financial institutions. These letters of credit primarily support workers’ compensation, merchandise import programs and payment obligations. The company pays fees, which vary by instrument, of up to 1.125 percent on the outstanding balance of the letters of credit. The company is a party to various legal proceedings arising from the normal course of business activities, none of which, in management’s opinion, is expected to have a material adverse impact on the company’s consolidated financial position. The company is a party to a variety of contractual agreements under which the company may be obligated to indemnify the other party for certain matters, which indemnities may be secured by operation of law or otherwise, in the ordinary course of business. These contracts primarily relate to the company’s commercial contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to the company, and agreements to indemnify officers, directors and employees in the performance of their work. While the company’s aggregate indemnification obligation could result in a material liability, the company is aware of no current matter that it expects to result in a material liability. 19
  • 26. The following table represents the company’s significant contractual obligations and off-balance sheet arrangements at February 26, 2005. Amount of Commitment Expiration Per Period Total Amount Committed Fiscal 2006 Fiscal 2007-2008 Fiscal 2009-2010 Thereafter (In thousands) Contractual Obligations & off-balance sheet arrangements: Debt $1,116,208 $ 64,320 $ 80,765 $388,997 $582,126 Operating Leases 1,019,835 155,429 267,639 238,163 358,604 Interest on long-term debt (1) 870,155 60,398 106,066 87,565 616,126 Capital and Direct Financing Leases 562,122 35,143 94,001 86,843 346,135 Benefit Obligations (2) 528,486 43,494 89,684 94,896 300,412 Construction Loan Commitments 212,924 212,924 — — — Retailer Loan and Lease Guarantees 210,174 29,206 46,072 35,894 99,002 Deferred Taxes 117,937 3,937 28,578 51,299 34,123 Purchase Option on Synthetic Lease 60,000 — — 60,000 — Purchase Obligations (3) 50,615 26,168 23,644 803 — (1) The interest on long-term debt for fiscal 2032 reflects the company’s zero-coupon debentures accreted interest for fiscal 2006 through fiscal 2032, should the debentures remain outstanding to maturity. (2) The company’s benefit obligations include obligations related to sponsored defined benefit pension and post retirement benefit plans and deferred compensation plans. The defined benefit pension plan has plan assets of approximately $520 million at the end of fiscal 2005. (3) The company’s purchase obligations include various obligations that have annual purchase commitments of $1 million or greater. At the end of fiscal 2005, future purchase obligations of $50.6 million existed that primarily related to technology and advertising. In the ordinary course of business, the company enters into supply contracts to purchase products for resale. These supply contracts typically include either a volume commitment or a fixed expiration date, termination provisions and other standard contractual considerations. These supply contracts are cancelable and therefore no amounts have been included above. COMMON STOCK PRICE SUPERVALU’s common stock is listed on the New York Stock Exchange under the symbol SVU. At fiscal 2005 year end, there were 6,483 shareholders of record compared with 6,839 at the end of fiscal 2004. Common Stock Price Range Dividends Per Share 2005 2004 2005 2004 Fiscal High Low High Low First Quarter $32.49 $27.25 $22.74 $12.60 $0.1450 $0.1425 Second Quarter 31.99 25.70 24.99 20.80 0.1525 0.1450 Third Quarter 32.59 26.59 26.29 23.39 0.1525 0.1450 Fourth Quarter 35.15 31.30 29.95 25.20 0.1525 0.1450 Year 35.15 25.70 29.95 12.60 0.6025 0.5775 Dividend payment dates are on or about the 15th day of March, June, September and December, subject to the Board of Directors approval. 20
  • 27. NEW ACCOUNTING STANDARDS In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) No. 46, “Consolidation of Variable Interest Entities” (FIN 46), and revised it in December 2003. FIN 46 addresses how a business should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46 applied immediately to entities created after January 31, 2003, and no later than the end of the first reporting period that ended after December 15, 2003 to entities considered to be special-purpose entities (SPEs). FIN 46 was effective for all other entities no later than the end of the first interim or annual reporting period ending after March 15, 2004. The adoption of the provisions of FIN 46 relative to SPEs and for entities created after January 31, 2003 did not have an impact on the company’s consolidated financial statements. The other provisions of FIN 46 did not have an impact on the company’s consolidated financial statements. In December 2003, the FASB issued SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits—An Amendment of FASB Statements No. 87, 88 and 106.” This statement increases the existing disclosure’s requirements by requiring more details about pension plan assets, benefit obligations, cash flows, benefit costs and related information. The effect of the revisions to SFAS No. 132 are included in the Benefit Plans note in the Notes to Consolidated Financial Statements. In May 2004, the FASB issued Financial Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP No. 106-2 supersedes FSP No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” and provides guidance on the accounting and disclosures related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Medicare Act) which was signed into law in December 2003. Except for certain nonpublic entities, FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. The company adopted FSP 106-2 in the second quarter of fiscal 2005 using the retroactive application method and the fiscal 2005 impact was immaterial to the consolidated financial statements. Based upon current guidance around the definition of actuarially equivalent, equivalence was only determined with respect to a portion of the plan participants depending on plan benefits provided. If additional clarifying regulations related to the Medicare Act or the definition of actuarially equivalent becomes available, remeasurement of the plan obligations may be required, and related impacts on net periodic benefit costs would be reflected prospectively in the consolidated financial statements. In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF) consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net earnings and diluted shares outstanding, used for earnings per share calculations, would be restated using the if- converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s outstanding contingently convertible zero-coupon debentures which were issued in November 2001. The company adopted the provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted earnings per share amounts. The impact of EITF No. 04-8 reduced diluted earnings per share by $0.11 ($0.08 excluding the gain on the sale of WinCo) in fiscal 2005. The impact of the EITF 04-8 restatement reduced diluted earnings per share by approximately $0.06 and $0.05 in fiscal 2004 and 2003, respectively. In December 2004, the FASB issued FASB Statement 123 (Revised 2004), “Share-Based Payment.” This revised statement, which is effective for fiscal years beginning after June 15, 2005, requires all share-based payments to employees to be recognized in the financial statements based on their fair values. The company currently accounts for its share-based payments to employees under the intrinsic value method of accounting set forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issues to Employees.” Additionally, the company complies with the stock-based employer compensation disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.” The company is in the process of evaluating the use of certain option-pricing models 21
  • 28. as well as the assumptions to be used in such models. The company plans to adopt the revised statement in its first quarter of its fiscal year 2007, which begins on February 26, 2006. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company is exposed to market pricing risk consisting of interest rate risk related to debt obligations outstanding, its investment in notes receivable and, from time to time, derivatives employed to hedge interest rate changes on variable and fixed rate debt. The company does not use financial instruments or derivatives for any trading or other speculative purposes. The company manages interest rate risk through the strategic use of fixed and variable rate debt and, to a limited extent, derivative financial instruments. Variable interest rate debt (commercial paper, bank loans, industrial revenue bonds and other variable interest rate debt) is utilized to help maintain liquidity and finance business operations. Long-term debt with fixed interest rates is used to assist in managing debt maturities and to diversify sources of debt capital. The company makes long-term loans to certain retail customers (see Notes Receivable in the accompanying Notes to Consolidated Financial Statements for further information) and as such, carries notes receivable in the normal course of business. The notes generally bear fixed interest rates negotiated with each retail customer. The market value of the fixed rate notes is subject to change due to fluctuations in market interest rates. The table below provides information about the company’s financial instruments that are sensitive to changes in interest rates, including notes receivable, debt obligations and interest rate swap agreements. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. For notes receivable, the table presents the expected collection of principal cash flows and weighted average interest rates by expected maturity dates. For interest rate swap agreements, the table presents the estimate of the differentials between interest payable and interest receivable under the swap agreements implied by the yield curve utilized to compute the fair value of the interest rate swaps. Summary of Financial Instruments February 26, 2005 Aggregate payments by fiscal year Fair Value Total 2006 2007 2008 2009 2010 Thereafter (in millions, except rates) Notes receivable Principal receivable $ 50.1 $ 48.9 $13.8 $ 9.8 $7.5 $4.9 $ 3.0 $ 9.9 Average Rate receivable 8.1% 8.0% 8.6% 9.2% 9.9% 9.5% 5.5% Debt with variable interest rates Principal payable $ 63.6 $ 63.6 $ 3.0 $ 3.2 $1.7 $7.4 $ 13.7 $ 34.6 Average variable rate payable 2.1% 2.5% 2.5% 3.0% 2.1% 2.1% 2.0% Debt with fixed interest rates Principal payable $1,169.2 $1,052.6 $61.3 $71.4 $4.5 $4.6 $363.3 $547.5 Average fixed rate payable 6.8% 7.2% 6.8% 8.2% 8.2% 7.9% 6.2% Fixed-to-variable interest rate swaps Amount receivable $ 9.6 $ 9.6 $ 3.8 $ 2.3 $1.9 $1.4 $ 0.3 Average variable rate payable 5.3% Average fixed rate receivable 7.9% 22
  • 29. Cautionary Statements for Purposes of the Safe Harbor Provisions of the Securities Litigation Reform Act Any statements contained in this report regarding the outlook for our businesses and their respective markets, such as projections of future performance, statements of our plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on our assumptions and beliefs. Such statements may be identified by such words or phrases as “will likely result,” “are expected to,” “will continue,” “outlook,” “will benefit,” “is anticipated,” “estimate,” “project,” “management believes” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward- looking statement will be achieved. For these statements, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward- looking statement speaks only as of the date on which it is made, and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events. The following is a summary of certain factors, the results of which could cause our future results to differ materially from those expressed or implied in any forward-looking statements contained in this report. These factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statement; however, they should not be construed as exhaustive. ‰ Economic Conditions. The food industry is sensitive to a number of economic conditions such as: (i) food price deflation or inflation, (ii) softness in local and national economies, (iii) increases in commodity prices, (iv) the availability of favorable credit and trade terms, and (v) other economic conditions that may affect consumer buying habits. Any one or more of these economic conditions can affect our retail sales, the demand for products we distribute to our retailer customers, our operating costs and other aspects of our businesses. ‰ Competition. The industries in which we compete are extremely competitive. Both our retail food and food distribution businesses are subject to competitive practices that may affect: (i) the prices at which we are able to sell products at our retail locations, (ii) sales volume, (iii) the ability of our distribution customers to sell products we supply, which may affect future orders, and (iv) our ability to attract and retain customers. In addition, the nature and extent of consolidation in the retail food and food distribution industries could affect our competitive position or that of our distribution customers in the markets we serve. Our retail food business faces competition from other retail chains, supercenters, non-traditional competitors and emerging alterative formats in the markets where we have retail operations. In our food distributions business, our success depends in part on the ability of our independent retailer customers to compete with these same formats, our ability to attract new customers, and our ability to supply products in a cost effective manner. Declines in the level of retail sales activity of our distribution customers due to competition; consolidations of retailers or competitors; increased self- distribution by our customers; or the entry of new or non-traditional distribution systems into the industry may adversely affect our revenues. ‰ Security and Food Safety. Wartime activities, threats of terror, acts of terror or other criminal activity directed at the grocery industry, the transportation industry, or computer or communications systems, could increase security costs, adversely affect the company’s operations, or impact consumer behavior and spending as well as customer orders. Other events that give rise to actual or potential food contamination or food-born illness could have an adverse effect on the company’s operating results. ‰ Labor Relations and Employee Benefit Costs. Potential work disruptions from labor disputes may affect sales at our stores as well as our ability to distribute products. We contribute to various multi- employer healthcare and pension plans covering certain union represented employees in both our retail and distribution operations. Approximately one-third of the employees in our total workforce are participants in multi-employer plans. The costs of providing benefits through such plans have escalated rapidly in recent years. Based upon information available to us, we believe certain of these multi- employer plans are underfunded. The decline in the value of assets supporting these plans, in addition 23
  • 30. to the high level of benefits generally provided, has led to the underfunding. As a result, contributions to these plans will continue to increase and the benefit levels and related issues will continue to create collective bargaining challenges. ‰ Expansion and Acquisitions. While we intend to continue to expand our retail and distribution businesses through new store openings, new affiliations and acquisitions, expansion is subject to a number of risks, including the adequacy of our capital resources, the location of suitable store or distribution center sites and the negotiation of acceptable purchase or lease terms; and the ability to hire and train employees. Acquisitions may involve a number of special risks, including: making acquisitions at acceptable rates of return, the diversion of management’s attention to the assimilation of the operations and integration of personnel of the acquired business, costs and other risks associated with integrating or adapting operating systems, and potential adverse effects on our operating results. ‰ Liquidity. We expect to continue to replenish operating assets with internally generated funds. However, if our capital spending significantly exceeds anticipated capital needs, additional funding could be required from other sources including borrowing under our bank credit lines or through debt issuances. In addition, acquisitions could affect our borrowing costs and future financial flexibility. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information called for by Item 7A is found under the heading of “Quantitative and Qualitative Disclosure About Market Risk” under Part II, Item 7 of this report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information called for by Item 8 is found in a separate section of this report on pages F-1 through F-37. See “Index of Selected Financial Data and Financial Statements and Schedules” on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES The company carried out an evaluation, under the supervision and with the participation of the company’s management, including the company’s chief executive officer and its chief financial officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)) as of February 26, 2005 the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer concluded that as of the Evaluation Date, the company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange commission rules and forms. Management’s Annual Report on Internal Control Over Financial Reporting The financial statements, financial analyses and all other information included in this Annual Report on Form 10-K were prepared by the company’s management, which is responsible for establishing and maintaining adequate internal control over financial reporting. The company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 24
  • 31. accordance with generally accepted accounting principles. The company’s internal control over financial reporting includes those policies and procedures that: i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and use or disposition of the company’s assets that could have a material effect on the financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Management assessed the design and effectiveness of the company’s internal control over financial reporting as of February 26, 2005. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on management’s assessment using this framework, it believes that, as of February 26, 2005, the company’s internal control over financial reporting is effective. Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of February 26, 2005, excluded Total Logistics, Inc., which was acquired by the company in February 2005 in a purchase business combination. Total Logistics, Inc. is a wholly-owned subsidiary of the company whose total assets and total net sales represented less than 1% of consolidated total assets and less than 1% of consolidated net sales of the company as of and for the fiscal year ended February 26, 2005. Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition under guidelines established by the Securities and Exchange Commission. Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of February 26, 2005, has been audited by KPMG LLP, an independent registered public accounting firm. Their report expresses an unqualified opinion on management’s assessment and on the effectiveness of the company’s internal control over financial reporting as of February 26, 2005. May 6, 2005 Changes in Internal Control Over Financial Reporting During the fiscal quarter ended February 26, 2005, there has been no change in the company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 25
  • 32. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information called for by Item 10, as to compliance with Section 16(a) of the Securities Exchange Act of 1934, is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual Meeting of Stockholders under the heading “Other Information—Section 16(a) Beneficial Ownership Reporting Compliance.” The information called for by Item 10, as to the audit committee and the audit committee financial expert, is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual Meeting of Stockholders under the heading “Meetings of the Board of Directors and Committees of the Board— Audit Committee.” Certain information regarding executive officers and directors of the Registrant is set forth below. EXECUTIVE OFFICERS OF THE REGISTRANT The following table provides certain information concerning the executive officers of the company as of April 29, 2005. Name Age Present Position Year Elected to Present Position Other Positions Recently Held With the company Jeffrey Noddle 58 Chairman of the Board of Directors, Chief Executive Officer and President 2002 Director, Chief Executive Officer and President, 2001-2002; Director, President and Chief Operating Officer, 2000-2001; Executive Vice President, President and Chief Operating Officer, Wholesale Food Companies, 1995-2000 David L. Boehnen 58 Executive Vice President 1997 John H. Hooley 53 Executive Vice President; President, Retail Foods 2002 Senior Vice President; President and Chief Executive Officer, Cub Foods, 2000-2002; Vice President; President and Chief Executive Officer, Cub Foods, 1992-1999 Michael L. Jackson 51 Executive Vice President; President and Chief Operating Officer, Distribution Food Companies 2001 Senior Vice President, Retail Food Companies, 1999-2001; President, Northwest Region, 1995-1999 Pamela K. Knous 51 Executive Vice President and Chief Financial Officer 1997 Robert W. Borlik 56 Senior Vice President, Chief Information Officer 1999 Roger E. Davidson 51 Senior Vice President; Chief Operating Officer, Retail Food Companies 2004 Vice President, Wholesale Strategies, 1999-2000 J. Andrew Herring 46 Senior Vice President; Executive Vice President, Retail Pharmacies 2002 Senior Vice President, Corporate Development 1999-2002; Vice President, Corporate Development and External Relations, 1998-1999 Gregory C. Heying 56 Senior Vice President, Distribution Food Companies 1994 26
  • 33. Name Age Present Position Year Elected to Present Position Other Positions Recently Held With the company David E. Pylipow 47 Senior Vice President, Human Resources 2004 Senior Vice President, Human Resources & Management Services of Save-A-Lot, from 2000 to 2004 Sherry M. Smith 43 Senior Vice President, Finance and Treasurer 2002 Vice President, Corporate Controller, 1998-2002 Leland J. Dake 48 Vice President, Merchandising, Distribution Food Companies 1998 Stephen P. Kilgriff 63 Vice President, Legal 2000 Associate General Counsel, 1996- 2000 David M. Oliver 47 Vice President, Controller 2004 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 company and any other person pursuant to which any of the executive officers were selected as an officer of the company. There are no 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 consecutive years, except for John H. Hooley, Roger E. Davidson and David M. Oliver. Mr. Hooley was elected to his current position in April 2002. From November 2000 to April 2002, he was Senior Vice President and President and Chief Executive Officer, Cub Foods. From February 2000 to September 2000, he was Executive Vice President of Partner Alliances, 24K.com, a loyalty marketing company and affiliate of the Carlson Companies, Inc. Mr. Davidson was elected to his current position in December 2004. From December 2003 to December 2004, he was Senior Vice President of Grocery Procurement, Merchandising, and Own Brand for H.E.B. Grocery, a food retailing company. From December 2000 to December 2003, he was Senior Vice President of Non-Perishables, Corporate Brands and Global Sourcing for Ahold USA, a food retailing company. From June 2000 to December 2000 he was Vice President of Grocery Procurement, Corporate Brands and Global Sourcing for Ahold USA. From September 1999 to April 2000, he was Vice President of Wholesale Strategies for the company. Mr. Oliver was elected to his current position in April 2004. From November 1999 to April 2004, he was Chief Financial Officer, Arden Group, Inc., a holding company with supermarket operations in Southern California. 27
  • 34. DIRECTORS OF THE REGISTRANT The following table provides certain information concerning the directors of the company as of April 29, 2005. Name Age Present Position With the Company and Committees of the Board Professional Background Irwin Cohen 64 Director since 2003 Audit Committee Finance Committee Retired; Partner with Deloitte & Touche LLP (a professional services firm, providing audit, tax, financial advisory and consulting services), 1972-2003; Global Managing Partner of the Consumer Products, Retail and Services Practice of Deloitte & Touche LLP, 1997-2003; Managing Partner of Deloitte & Touche LLP’s U.S. Retail Practice, 1980-2002; Director of Phoenix House Foundation, Beall’s Inc., Equinox Holdings, Inc. and SmartBargains, Inc. Ronald E. Daly 58 Director since 2003 Executive Personnel and Compensation Committee Finance Committee Formerly, Chief Executive Officer and President of Oc´e USA Holding, Inc., a subsidiary of Oc´e N.V. (a supplier of digital document management technology services), 2002-2004; President of RR Donnelley Print Solutions (a print solutions company), 2001-2002; President of RR Donnelley Telecommunications (a telecommunications industry printing company), 1995-2001; Director of United States Cellular Corporation. Lawrence A. Del Santo 71 Director since 1997 Director Affairs Committee Chairman Executive Personnel and Compensation Committee Retired; Chief Executive Officer of The Vons Companies (a retail grocery company), 1994-1997; Director of PETsMART, Inc. Susan E. Engel 58 Director since 1999 Audit Committee Executive Personnel and Compensation Committee Chairwoman of the Board and Chief Executive Officer of Department 56, Inc. (a designer, importer and distributor of fine quality collectibles and other giftware products), 1997- present; Director of Wells Fargo & Company Edwin C. Gage 64 Director since 1986 Director Affairs Committee Executive Personnel and Compensation Committee, Chairman Chairman and Chief Executive Officer of GAGE Marketing Group, L.L.C. (an integrated marketing services company), 1991–present Garnett L. Keith, Jr. 69 Director since 1984 Audit Committee, Chairman Finance Committee Chairman and Chief Executive Officer of SeaBridge Investment Advisors, LLC (a registered investment advisor), 1996-present; Director of Pan-Holding Societe Anonyme and Phillippe Investment Management Richard L. Knowlton* 72 Director since 1994 Director Affairs Committee Executive Personnel and Compensation Committee Chairman of the Hormel Foundation (a charitable foundation controlling 46.2% of Hormel Foods Corporation), 1995- present; Director of ING America Insurance Holdings, Inc. 28
  • 35. Name Age Present Position With the Company and Committees of the Board Professional Background Charles M. Lillis 63 Director since 1995 Audit Committee Finance Committee, Chairman General Partner, LoneTree Capital Management (a private equity company), 2000-present; Chairman, President and Chief Executive Officer of MediaOne Group, Inc. (a broadband communications company), 1998-2000; Director of Medco Health Services and Williams Companies, Inc. Jeffrey Noddle 58 Director since 2000 Chairman of the Board, Chief Executive Officer and President of the Company, 2002-present Finance Committee See table “Executive Officers of the Registrant” above; Director of Donaldson Company, Inc. Marissa Peterson 43 Director since 2003 Director Affairs Committee Finance Committee Executive Vice President, Sun Microsystems, Inc. (a provider of hardware, software and services), 2005- present; Executive Vice President, Sun Services and Worldwide Operations; Chief Customer Advocate for Sun Microsystems, Inc., 2004-2005; Executive Vice President, Worldwide Operations; Chief Customer Advocate, 2002-2004; Executive Vice President, Worldwide Operations for Sun Microsystems, Inc., 1998-2002; Director of Lucille Packard Children’s Hospital and a member of the Board of Trustees of Kettering University Steven S. Rogers 47 Director since 1998 Director Affairs Committee Audit Committee Clinical Professor of Finance and Management at J.L. Kellogg Graduate School of Management at Northwestern University, 1995-present; Director of Amcare Financial, Inc., Duquesne Light, Inc. and S.C. Johnson & Son, Inc. * In accordance with Board policies, Mr. Knowlton is retiring from the Board of Directors on June 15, 2005. The company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and all other employees and non-employee directors of the company. This code of ethics is posted on the company’s website (www.supervalu.com). The company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics that applies to the company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on the company’s website, at the address specified above. The company’s Corporate Governance Principles and charters for each Committee of its Board of Directors, are also available on the company’s website. The code of ethics, Corporate Governance Principles and charters are also available in print to any stockholder who submits a request to: SUPERVALU INC., P.O. Box 990, Minneapolis, Minnesota 55440. Information on the company’s website is not deemed to be incorporated by reference into this Annual Report on Form 10-K. 29
  • 36. ITEM 11. EXECUTIVE COMPENSATION The information called for by Item 11 is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual Meeting of Stockholders under the headings “Compensation of Directors,” “Compensation of Executive Officers” and “Change-in-Control Agreements.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by Item 12 is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual Meeting of Stockholders under the headings “Security Ownership of Certain Beneficial Owners,” “Security Ownership of Management” and “Proposal to Amend the SUPERVALU INC. 2002 Stock Plan (Item 3)—Equity Compensation Plan Information.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information called for by Item 14 is incorporated by reference to the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrant’s 2005 Annual Meeting of Stockholders under the heading “Independent Registered Public Accountants’ Fees.” 30
  • 37. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements: The consolidated financial statements of the Registrant listed in the accompanying “Index of Selected Financial Data and Financial Statements and Schedules” together with the report of KPMG LLP, independent registered public accountants, are filed as part of this report. (2) Financial Statement Schedules: The consolidated financial statement schedules of the Registrant listed in the accompanying “Index of Selected Financial Data and Financial Statements and Schedules” together with the report of KPMG LLP, independent registered public accountants, are filed as part of this report. (3) Exhibits: (3) Articles of Incorporation and Bylaws: (3)(i) 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 28, 2004. (3)(ii) Restated Bylaws, as amended, is incorporated by reference to Exhibit (3)(ii) to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003. (4) Instruments defining the rights of security holders, including indentures: 4.1. 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. 4.2. 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. 4.3. 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 Current Report on Form 8-K dated November 13, 1992. 4.4. 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 Current Report on Form 8-K dated October 2, 1995. 4.5. Fourth Supplemental Indenture dated as of August 4, 1999, 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 Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended September 11, 1999. 4.6. Fifth Supplemental Indenture dated as of September 17, 1999, 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 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended September 11, 1999. 31
  • 38. 4.7. 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 Current Report on Form 8-K dated November 13, 1992. 4.8. Rights Agreement dated as of April 12, 2000, between SUPERVALU INC. and Wells Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) as Rights Agent, including as Exhibit B the forms of Rights Certificate and Election to Exercise, is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 17, 2000. 4.9. Indenture dated as of November 2, 2001, between SUPERVALU INC. and The Chase Manhattan Bank, as Trustee, including form of Liquid Yield Option™ Note due 2031 (Zero Coupon—Senior), is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3, Registration No. 333-81252. 4.10. Registration Rights Agreement dated as of November 2, 2001, by and among SUPERVALU INC., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, is incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3, Registration No. 333-81252. 4.11. Form of Credit Agreement, dated as of February 28, 2005, among the Registrant, the Lenders named therein, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent, is incorporated by reference to Exhibit 4.11 to the Registrant’s Current Report on Form 8-K dated February 28, 2005. 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: 10.1. SUPERVALU INC. 2002 Stock Plan is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 15, 2002.* 10.2. SUPERVALU INC. 1997 Stock Plan, as amended, is incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.3. SUPERVALU INC. 1993 Stock Plan, as amended, is incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended February 27, 1999.* 10.4. SUPERVALU/Richfood Stock Incentive Plan, as amended, is incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended February 23, 2002.* 10.5. Resolutions of SUPERVALU INC. Board of Directors, amending the SUPERVALU INC. Restricted Stock Plan, as amended, are incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended February 24, 2001.* 10.6. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended, 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 September 12, 1998.* 10.7. SUPERVALU INC. 1989 Stock Appreciation Rights Plan is incorporated by reference to Exhibit (10)g. to the Registrant’s Annual Report on Form 10-K for the year ended February 25, 1989.* 32
  • 39. 10.8. SUPERVALU INC. Executive Incentive Bonus Plan is incorporated by reference to Exhibit (10)c. to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 1997.* 10.9. SUPERVALU INC. Annual Cash Bonus Plan for Designated Corporate Officers, as amended, is incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended February 24, 2001.* 10.10. SUPERVALU INC. Long-Term Incentive Plan is incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 15, 2002.* 10.11. SUPERVALU INC. Deferred Compensation Plan for Non-Employee Directors, as amended, is incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.12. SUPERVALU INC. Excess Benefit Plan Restatement, as amended, is incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.13. SUPERVALU INC. Deferred Compensation Plan as amended, is incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.14. SUPERVALU INC. Executive Deferred Compensation Plan, as amended, is incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.15. SUPERVALU INC. Executive Deferred Compensation Plan II, as amended, is incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.16. Form of Agreement used in connection with the Registrant’s Executive Post Retirement Survivor Benefit Program is incorporated by reference to Exhibit (10)i. to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 12, 1998.* 10.17. Form of Change of Control Severance Agreements entered into with certain officers of the Registrant is incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended February 27, 1999.* 10.18. SUPERVALU INC. Directors Retirement Program, as amended, is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.19. SUPERVALU INC. Non-Qualified Supplemental Executive Retirement Plan is incorporated by reference to Exhibit (10)r. to the Registrant’s Annual Report on Form 10-K for the year ended February 24, 1990.* 10.20. First Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive Retirement Plan 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 September 7, 1996.* 10.21. Second Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive Retirement Plan is incorporated by reference to Exhibit (10)r. to the Registrant’s Annual Report on Form 10-K for the year ended February 28, 1998.* 10.22 Third Amendment to SUPERVALU INC. Non-Qualified Supplemental Executive Retirement Plan is incorporated by reference to Exhibit (10)h. to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 12, 1998.* 33
  • 40. 10.23. Fourth Amendment to SUPERVALU INC. Non-Qualified Supplement Executive Retirement Plan is incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.24. SUPERVALU INC. Non-Employee Directors Deferred Stock Plan, as amended, is incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.25. Restricted Stock Unit Award Agreement for David L. Boehnen, as amended, is incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended February 28, 2004.* 10.26. Restricted Stock Unit Award Agreement for Pamela K. Knous, as amended, is incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended February 28, 2004.* 10.27. Restricted Stock Unit Award Agreement for John H. Hooley is incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended February 28, 2004.* 10.28. Restricted Stock Unit Award Agreement for Michael L. Jackson is incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended February 28, 2004.* 10.29. Restricted Stock Unit Award Agreement for Jeffrey Noddle is incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended February 22, 2003.* 10.30. Amended and Restated SUPERVALU INC. Grantor Trust dated as of May 1, 2002 is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 15, 2002.* 10.31 Form of SUPERVALU INC. 2002 Stock Plan Stock Option Agreement and Stock Option Terms and Conditions for Executive Officers is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.32 Form of SUPERVALU INC. 2002 Stock Plan Restoration Stock Option Agreement and Restoration Stock Option Terms and Conditions for Executive Officers is incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.33 Form of SUPERVALU INC. 2002 Stock Plan Stock Option Agreement for Non-Employee Directors and Stock Option Terms and Conditions for Non-Employee Directors is incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.34 Form of SUPERVALU INC. 2002 Stock Plan Restoration Stock Option Agreement for Non-Employee Directors and Restoration Stock Option Terms and Conditions for Non- Employee Directors is incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.35 Form of SUPERVALU INC. 2002 Stock Plan Supplemental Non-Qualified Stock Option Agreement for Non-Employee Directors and Terms and Conditions for Supplemental Stock Options for Non-Employee Directors is incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 34
  • 41. 10.36 Form of SUPERVALU INC. Long-Term Incentive Plan Restricted Stock Award Certificate and Long-Term Incentive Plan Restricted Stock Award Terms and Conditions is incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.37 Form of SUPERVALU INC. 2002 Stock Plan Restricted Stock Award Certificate and Restricted Stock Award Terms and Conditions is incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended September 11, 2004.* 10.38 Performance Criteria for Awards Under the Company’s Annual Cash Bonus Plan for Designated Corporate Officers and the Executive Incentive Bonus Plan is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended December 4, 2004.* 10.39 Performance Criteria for Awards Under the Company’s Long-Term Incentive Plan is incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period (12 weeks) ended December 4, 2004.* (12) Statement re Computation of Ratios. 12.1. Ratio of Earnings to Fixed Charges. (21) Subsidiaries of the Registrant. 21.1. SUPERVALU INC. Subsidiaries. (23) Consents of Experts and Counsel. 23.1. Consent of KPMG LLP. (24) Power of Attorney. 24.1. Power of Attorney. (31) Rule 13a-14(a)/15d-14(a) Certifications. 31.1. Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2. Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32) Section 1350 Certifications. 32.1. Chief Executive Officer Certification of Periodic Financial Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2. Chief Financial Officer Certification of Periodic Financial Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K 35
  • 42. 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 6, 2005 By: /s/ JEFFREY NODDLE Jeffrey Noddle Chief Executive Officer and President 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/ JEFFREY NODDLE Jeffrey Noddle Chairman of the Board; Chief Executive Officer; President; and Director (principal executive officer) May 6, 2005 /s/ PAMELA K. KNOUS Pamela K. Knous Executive Vice President, Chief Financial Officer (principal financial and accounting officer) May 6, 2005 /s/ IRWIN COHEN* Irwin Cohen Director /s/ RONALD E. DALY* Ronald E. Daly Director /s/ LAWRENCE A. DEL SANTO* Lawrence A. Del Santo Director /s/ SUSAN E. ENGEL* Susan E. Engel Director /s/ EDWIN C. GAGE* Edwin C. Gage* Director /s/ GARNETT L. KEITH, JR.* Garnett L. Keith, Jr. Director /s/ RICHARD L. KNOWLTON* Richard L. Knowlton Director /s/ CHARLES M. LILLIS* Charles M. Lillis Director /s/ MARISSA PETERSON* Marissa Peterson Director /s/ STEVEN S. ROGERS* Steven S. Rogers* Director * Executed this 6th day of May, 2005, on behalf of the indicated Directors by John P. Breedlove, duly appointed Attorney-in-Fact. By: /s/ JOHN P. BREEDLOVE John P. Breedlove Attorney-in-Fact 36
  • 43. Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jeffrey Noddle, certify that: 1. I have reviewed this annual report on Form 10-K of SUPERVALU INC. for the fiscal year ended February 26, 2005; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: May 6, 2005 /s/ JEFFREY NODDLE Chief Executive Officer and President 37
  • 44. Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Pamela K. Knous, certify that: 1. I have reviewed this annual report on Form 10-K of SUPERVALU INC. for the fiscal year ended February 26, 2005; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: May 6, 2005 /s/ PAMELA K. KNOUS Executive Vice President, Chief Financial Officer 38
  • 45. Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of SUPERVALU INC. (the “company”) certifies that the annual report on Form 10-K of the company for the fiscal year ended February 26, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the company for the period and as of the dates covered thereby. Dated: May 6, 2005 /s/ JEFFREY NODDLE Jeffrey Noddle Chief Executive Officer and President 39
  • 46. Exhibit 32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of SUPERVALU INC. (the “company”) certifies that the annual report on Form 10-K of the company for the fiscal year ended February 26, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the company for the period and as of the dates covered thereby. Dated: May 6, 2005 /s/ PAMELA K. KNOUS Pamela K. Knous Executive Vice President, Chief Financial Officer 40
  • 47. SUPERVALU INC. Annual Report on Form 10-K Items 6, 8 and 15(a) Index of Selected Financial Data and Financial Statements and Schedules Page(s) Selected Financial Data: Five Year Financial and Operating Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2–F-3 Financial Statements: Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4–F-6 Consolidated composition of net sales and operating earnings for each of the three years ended February 26, 2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . F-7 Consolidated statements of earnings for each of the three years ended February 26, 2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 Consolidated balance sheets as of February 26, 2005 and February 28, 2004 . . . . . . . . . . . . . . . F-9 Consolidated statements of stockholders’ equity for each of the three years ended February 26, 2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10 Consolidated statements of cash flows for each of the three years ended February 26, 2005, February 28, 2004 and February 22, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11 Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12–F-35 Unaudited quarterly financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-36 Financial Schedule: Schedule II: Valuation and qualifying accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-37 All other schedules are omitted because they are not applicable or not required. F-1
  • 48. SUPERVALU INC. and Subsidiaries FIVE YEAR FINANCIAL AND OPERATING SUMMARY 2005 2004 2003 2002 2001 Statement of Earnings Data (a) Net sales $19,543,240 $20,209,679 $19,160,368 $20,293,040 $22,520,384 Cost of sales 16,681,472 17,372,429 16,567,397 17,704,197 19,976,436 Selling and administrative expenses 2,228,944 2,220,329 2,020,110 2,037,771 2,042,259 Gain on sale of Winco Foods, Inc. (109,238) — — — — Restructure and other charges 26,416 15,523 2,918 46,300 171,264 Operating earnings 715,646 601,398 569,943 504,772 330,425 Interest, net 114,782 146,518 161,939 172,774 190,835 Earnings before income taxes 600,864 454,880 408,004 331,998 139,590 Provision for income taxes 215,041 174,742 150,962 133,672 66,720 Net earnings 385,823 280,138 257,042 198,326 72,870 Net earnings per common share—basic 2.86 2.09 1.92 1.49 0.55 Net earnings per common share— diluted (b) 2.71 2.01 1.86 1.47 0.55 Balance Sheet Data (a) Inventories (FIFO) (c) $ 1,180,602 $ 1,214,122 $ 1,194,791 $ 1,178,817 $ 1,477,180 Working capital (c) 643,477 361,394 288,572 36,031 (125,408) Net property, plant and equipment 2,201,005 2,134,436 2,220,850 2,208,633 2,232,794 Total assets 6,278,342 6,161,771 5,896,245 5,796,249 6,343,152 Long-term debt (d) 1,578,867 1,633,721 2,019,658 1,875,873 2,008,474 Stockholders’ equity 2,510,561 2,209,574 2,009,240 1,899,138 1,783,149 Other Statistics (a) Net earnings as a percent of net sales 1.97% 1.39% 1.34% 0.98% 0.32% Return on average stockholders’ equity 16.24% 13.29% 12.97% 10.70% 3.96% Book value per common share $ 18.53 $ 16.40 $ 15.03 $ 14.29 $ 13.47 Current ratio (c) 1.39:1 1.20:1 1.19:1 1.02:1 0.95:1 Debt to capital ratio (e) 40.1% 46.7% 51.8% 54.3% 59.7% Dividends declared per common share $ 0.601⁄4 $ 0.573⁄4 $ 0.563⁄4 $ 0.553⁄4 $ 0.543⁄4 Weighted average common shares outstanding—basic 135,003 133,975 133,730 132,940 132,251 Weighted average common shares outstanding—diluted (b) 144,924 143,236 142,695 136,405 132,829 Depreciation and amortization (f) $ 303,039 $ 301,589 $ 297,056 $ 340,750 $ 343,779 Capital expenditures (g) $ 325,688 $ 371,464 $ 439,438 $ 388,658 $ 511,673 Net cash provided by operating activities $ 791,566 $ 846,826 $ 583,510 $ 702,964 $ 608,501 Net cash used in investing activities $ (161,814) $ (271,604) $ (330,623) $ (235,129) $ (353,876) Net cash used in financing activities $ (457,793) $ (312,454) $ (235,870) $ (466,060) $ (255,149) Notes: (a) Fiscal 2004 statement of earnings data includes 53 weeks, and all other years include 52 weeks. Dollars in thousands except per share and percentage data. (b) The provisions of Emerging Issues Task Force (EITF) Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” were adopted in the fourth quarter of fiscal 2005 and prior years’ diluted earnings per share amounts were restated. The implementation of EITF 04-8 did not F-2
  • 49. change the previously reported fiscal 2001 diluted earnings per share as the convertible debentures were issued in fiscal 2002. The impact of the EITF 04-8 restatement reduced diluted earnings per share by approximately $0.11, $0.06, $0.05 and $0.01 in fiscal 2005, fiscal 2004, fiscal 2003, and fiscal 2002, respectively. (c) Inventories (FIFO), working capital and current ratio are calculated after adding back the LIFO reserve. The LIFO reserve for each year is as follows: $148.6 million for fiscal 2005, $135.8 million for fiscal 2004, $145.5 million for fiscal 2003, $140.8 million for fiscal 2002, and $140.6 million for fiscal 2001. (d) Long-term debt includes long-term debt and long-term obligations under capital leases. (e) The debt to capital ratio is calculated as debt, which includes notes payable, current debt, current obligations under capital leases, long-term debt and long-term obligations under capital leases, divided by the sum of debt and stockholders’ equity. (f) As of February 24, 2002, pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized. (g) Capital expenditures include cash expenditures and capital lease asset additions. F-3
  • 50. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders SUPERVALU INC.: We have audited the accompanying consolidated balance sheets of SUPERVALU INC. and subsidiaries (the Company) as of February 26, 2005 and February 28, 2004, and the related consolidated statements of earnings, cash flows and stockholders’ equity for each of the fiscal years in the three-year period ended February 26, 2005. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of SUPERVALU INC. and subsidiaries as of February 26, 2005 and February 28, 2004, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended February 26, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of SUPERVALU INC.’s internal control over financial reporting as of February 26, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 6, 2005 expressed an unqualified opinion on management’s assessment of, and an unqualified opinion on the effective operation of, internal control over financial reporting. /s/ KPMG LLP Minneapolis, Minnesota May 6, 2005 F-4
  • 51. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders SUPERVALU INC.: We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that SUPERVALU INC. maintained effective internal control over financial reporting as of February 26, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SUPERVALU INC.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management’s assessment that SUPERVALU INC. maintained effective internal control over financial reporting as of February 26, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, SUPERVALU INC. maintained, in all material respects, effective internal control over financial reporting as of February 26, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of February 26, 2005, excluded Total Logistics, Inc., which was acquired by the Company in February 2005 in a purchase business combination. Total Logistics, Inc., is a wholly owned subsidiary of the Company whose total assets and net sales represented less than 1% of consolidated total assets and less than 1% of consolidated net sales of the Company as of and for the fiscal year ended February 26, 2005. Our audit of internal control over financial reporting of SUPERVALU INC. also excluded an evaluation of the internal control over financial reporting of Total Logistic, Inc. F-5
  • 52. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SUPERVALU INC. and subsidiaries as of February 26, 2005 and February 28, 2004, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 26, 2005, and our report dated May 6, 2005, expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP Minneapolis, Minnesota May 6, 2005 F-6
  • 53. SUPERVALU INC. and Subsidiaries CONSOLIDATED COMPOSITION OF NET SALES AND OPERATING EARNINGS (In thousands, except percent data) February 26, 2005 (52 weeks) February 28, 2004 (53 weeks) February 22, 2003 (52 weeks) Net sales Retail food $10,549,478 $10,551,235 $ 9,848,230 54.0% 52.2% 51.4% Food distribution 8,993,762 9,658,444 9,312,138 46.0% 47.8% 48.6% Total net sales $19,543,240 $20,209,679 $19,160,368 100.0% 100.0% 100.0% Operating earnings Retail food operating earnings $ 446,303 $ 443,968 $ 436,537 Food distribution operating earnings 234,585 222,462 171,589 General corporate expenses (48,064) (49,509) (35,265) Gain on sale of WinCo Foods, Inc. 109,238 — — Restructure and other charges (26,416) (15,523) (2,918) Total operating earnings 715,646 601,398 569,943 Interest expense, net (114,782) (146,518) (161,939) Earnings before income taxes $ 600,864 $ 454,880 $ 408,004 Identifiable assets Retail food $ 3,269,793 $ 3,448,117 $ 3,352,164 Food distribution 2,554,915 2,440,692 2,527,858 Corporate 453,634 272,962 16,223 Total $ 6,278,342 $ 6,161,771 $ 5,896,245 Depreciation and amortization Retail food $ 207,523 $ 200,367 $ 184,619 Food distribution 94,943 99,322 109,566 Corporate 573 1,900 2,871 Total $ 303,039 $ 301,589 $ 297,056 Capital expenditures Retail food $ 219,069 $ 304,774 $ 357,342 Food distribution 105,435 65,878 80,916 Corporate 1,184 812 1,180 Total $ 325,688 $ 371,464 $ 439,438 The company’s business is classified by management into two reportable segments: Retail food and Food distribution. Retail food operations include three retail formats: extreme value stores, regional price superstores and regional supermarkets. The retail formats include results of food stores owned and results of sales to extreme value stores licensed by the company. Food distribution operations include results of sales to affiliated food stores, mass merchants and other customers, and other logistics arrangements. Substantially all of the company’s operations are domestic. Management utilizes more than one measurement and multiple views of data to assess segment performance and to allocate resources to the segments. However, the dominant measurements are consistent with the consolidated financial statements. F-7
  • 54. SUPERVALU INC. and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) February 26, 2005 (52 weeks) February 28, 2004 (53 weeks) February 22, 2003 (52 weeks) Net sales $19,543,240 $20,209,679 $19,160,368 Costs and expenses Cost of sales 16,681,472 17,372,429 16,567,397 Selling and administrative expenses 2,228,944 2,220,329 2,020,110 Gain on sale of WinCo Foods, Inc. (109,238) — — Restructure and other charges 26,416 15,523 2,918 Operating earnings 715,646 601,398 569,943 Interest Interest expense 137,500 165,581 182,499 Interest income 22,718 19,063 20,560 Interest expense, net 114,782 146,518 161,939 Earnings before income taxes 600,864 454,880 408,004 Provision for income taxes Current 168,586 123,026 89,754 Deferred 46,455 51,716 61,208 Income tax expense 215,041 174,742 150,962 Net earnings $ 385,823 $ 280,138 $ 257,042 Net earnings per common share—basic $ 2.86 $ 2.09 $ 1.92 Net earnings per common share—diluted $ 2.71 $ 2.01 $ 1.86 Weighted average number of common shares outstanding Basic 135,003 133,975 133,730 Diluted 144,924 143,236 142,695 See Notes to Consolidated Financial Statements. F-8
  • 55. SUPERVALU INC. and Subsidiaries CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) February 26, 2005 February 28, 2004 ASSETS Current assets Cash and cash equivalents $ 463,915 $ 291,956 Receivables, less allowance for losses of $22,523 in 2005 and $18,531 in 2004 468,629 447,872 Inventories 1,032,034 1,078,343 Other current assets 161,922 218,996 Total current assets 2,126,500 2,037,167 Long-term notes receivable, less allowance for losses of $11,240 in 2005 and $15,913 in 2004 35,115 61,041 Long-term investment in direct financing leases 53,436 68,688 Property, plant and equipment Land 154,548 143,037 Buildings 1,114,863 1,103,569 Property under construction 18,522 6,200 Leasehold improvements 453,130 365,858 Equipment 1,727,094 1,651,385 Assets under capital leases 564,543 563,412 4,032,700 3,833,461 Less accumulated depreciation and amortization 1,831,695 1,699,025 Net property, plant and equipment 2,201,005 2,134,436 Goodwill 1,627,847 1,557,057 Other assets 234,439 303,382 Total assets $6,278,342 $6,161,771 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $1,111,240 $1,041,561 Accrued vacation, compensation and benefits 240,862 259,827 Current maturities of long-term debt 64,320 273,811 Current obligations under capital leases 35,143 32,133 Income taxes currently payable 52,208 106,577 Other current liabilities 127,818 97,643 Total current liabilities 1,631,591 1,811,552 Long-term debt 1,051,888 1,111,486 Long-term obligations under capital leases 526,979 522,235 Deferred income taxes 150,654 143,072 Other liabilities 406,669 363,852 Commitments and contingencies Stockholders’ equity Common stock, $1.00 par value: Authorized 400,000 shares Shares issued, 150,670 in 2005 and 2004 150,670 150,670 Capital in excess of par value 116,047 102,352 Accumulated other comprehensive losses (104,581) (98,732) Retained earnings 2,658,012 2,353,575 Treasury stock, at cost, 15,192 shares in 2005 and 15,910 shares in 2004 (309,587) (298,291) Total stockholders’ equity 2,510,561 2,209,574 Total liabilities and stockholders’ equity $6,278,342 $6,161,771 See Notes to Consolidated Financial Statements. F-9
  • 56. SUPERVALU INC. and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except per share data) Common Stock Capital in Excess of Par Value Treasury Stock Accumulated Other Comprehensive Losses Retained Earnings TotalShares Amount Shares Amount BALANCES AT FEBRUARY 23, 2002 150,670 $150,670 $121,444 (17,781) $(335,885) $ (7,075) $1,969,984 $1,899,138 Net earnings — — — — — — 257,042 257,042 Other comprehensive loss — — — — — (71,988) — (71,988) Sales of common stock under option plans — — (9,196) 2,155 47,618 — — 38,422 Cash dividends declared on common stock $0.5675 per share — — — — — — (76,094) (76,094) Compensation under employee incentive plans — — 1,780 152 3,099 — — 4,879 Purchase of shares for treasury — — — (1,508) (42,159) — — (42,159) BALANCES AT FEBRUARY 22, 2003 150,670 150,670 114,028 (16,982) (327,327) (79,063) 2,150,932 2,009,240 Net earnings — — — — — — 280,138 280,138 Other comprehensive loss — — — — — (19,669) — (19,669) Sales of common stock under option plans — — (11,047) 1,596 41,508 — — 30,461 Cash dividends declared on common stock $0.5775 per share — — — — — — (77,495) (77,495) Compensation under employee incentive plans — — (629) 93 2,127 — — 1,498 Purchase of shares for treasury — — — (617) (14,599) — — (14,599) BALANCES AT FEBRUARY 28, 2004 150,670 150,670 102,352 (15,910) (298,291) (98,732) 2,353,575 2,209,574 Net earnings — — — — — — 385,823 385,823 Other comprehensive loss — — — — — (5,849) — (5,849) Sales of common stock under option plans — — 12,522 2,646 44,143 — — 56,665 Cash dividends declared on common stock $0.6025 per share — — — — — — (81,386) (81,386) Compensation under employee incentive plans — — 1,173 49 520 — — 1,693 Purchase of shares for treasury — — — (1,977) (55,959) — — (55,959) BALANCES AT FEBRUARY 26, 2005 150,670 $150,670 $116,047 (15,192) $(309,587) $(104,581) $2,658,012 $2,510,561 2005 2004 2003 Comprehensive income: Net earnings $385,823 $280,138 $257,042 Derivative financial instrument – unrealized loss, net of tax of $4.2 million in 2004 and $0.2 million in 2003 — 6,735 340 Minimum pension liability, net of tax of $(2.5) million in 2005, $17.1 million in 2004, and $47.1 million in 2003 (5,849) (26,404) (72,328) Comprehensive income $379,974 $260,469 $185,054 See Notes to Consolidated Financial Statements. F-10
  • 57. SUPERVALU INC. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) February 26, 2005 (52 weeks) February 28, 2004 (53 weeks) February 22, 2003 (52 weeks) Cash flows from operating activities Net earnings $ 385,823 $ 280,138 $ 257,042 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 303,039 301,589 297,056 LIFO expense 6,112 4,734 4,741 Provision for losses on receivables 10,338 10,479 15,719 Loss (gain) on sale of property, plant and equipment 7,445 (1,802) (5,564) Gain on sale of WinCo Foods, Inc. (109,238) — — Restructure and other charges 26,416 15,523 2,918 Deferred income taxes 48,962 38,761 14,184 Equity in earnings of unconsolidated subsidiaries (14,325) (39,215) (39,724) Other adjustments, net 3,154 4,339 3,675 Changes in assets and liabilities, net of effects from acquisition of business: Receivables 18,049 23,407 (46,890) Inventories 34,943 (19,331) (15,974) Long-term notes receivable, net 24,880 14,620 (4,094) Accounts payable 26,990 1,361 111,811 Income taxes currently payable (67,449) 82,781 22,707 Other assets and liabilities 86,427 129,442 (34,097) Net cash provided by operating activities 791,566 846,826 583,510 Cash flows from investing activities Proceeds from sale of assets 34,896 56,552 65,986 Proceeds from sale of WinCo Foods, Inc. 229,846 — — Purchases of property, plant and equipment (262,790) (328,156) (396,609) Purchase of Total Logistics, Inc. (163,766) — — Net cash used in investing activities (161,814) (271,604) (330,623) Cash flows from financing activities Net (reduction) issuance of notes payable — (80,000) 56,000 Proceeds from issuance of long-term debt 3,813 — 296,535 Repayment of long-term debt (331,798) (131,063) (472,448) Reduction of obligations under capital leases (33,004) (32,884) (29,767) Dividends paid (80,220) (77,035) (75,648) Net proceeds from the sale of common stock under option plans 39,375 23,127 31,617 Payment for purchase of treasury shares (55,959) (14,599) (42,159) Net cash used in financing activities (457,793) (312,454) (235,870) Net increase in cash and cash equivalents 171,959 262,768 17,017 Cash and cash equivalents at beginning of year 291,956 29,188 12,171 Cash and cash equivalents at end of year $ 463,915 $ 291,956 $ 29,188 SUPPLEMENTAL CASH FLOW INFORMATION The company’s non-cash activities were as follows: Leased asset additions and related obligations $ 62,898 $ 43,308 $ 42,829 Minimum pension liability, net of deferred taxes $ 5,849 $ 26,404 $ 72,328 Interest and income taxes paid: Interest paid (net of amount capitalized) $122,131 $143,088 $171,089 Income taxes paid (net of refunds) $216,572 $ 29,081 $ 48,787 See Notes to Consolidated Financial Statements. F-11
  • 58. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The consolidated financial statements include the accounts of the company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. References to the company refer to SUPERVALU INC. and Subsidiaries. Fiscal Year: The company’s fiscal year ends on the last Saturday in February. The company’s first quarter consists of 16 weeks, while the second, third and fourth quarters each consist of 12 weeks, except for the fourth quarter of fiscal 2004 which consisted of 13 weeks. The last three fiscal years consist of the 52-week period ending February 26, 2005, the 53-week period ending February 28, 2004, and the 52-week period ending February 22, 2003. Revenue and Income Recognition: Revenues and income from product sales are recognized at the point of sale for retail food and upon shipment of the product for food distribution. Revenues and income from services rendered are recognized immediately after such services have been provided. Revenues and costs from third party logistic operations are recorded in accordance with EITF issue No. 99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent”. Generally, when the company is the primary obligor in a transaction, is subject to inventory and/or credit risk, has latitude in establishing price and selecting suppliers, or has several, but not all of these indicators, revenue is recorded gross. If the company is not the primary obligor and amounts earned have little or no credit risk, the company generally records the net amounts as management fees earned. Cost of Sales: Cost of sales includes cost of inventory sold during the period, including purchasing and distribution costs and shipping and handling fees. Advertising expenses are a component of cost of sales in the Consolidated Statement of Earnings and are expensed as incurred. Advertising expenses were $80.8 million, $83.4 million and $83.9 million for fiscal 2005, 2004 and 2003, respectively. The company receives allowances and credits from suppliers for volume incentives, promotional allowances and, to a lesser extent, new product introductions which are typically based on contractual arrangements covering a period of one year or less. Volume incentives and promotional allowances earned, based on quantities purchased, and new product allowances are recorded as a reduction to the cost of purchased inventory and recognized when the related inventory is sold. Promotional allowances that are based on the sell-through of products are recognized as a reduction of cost of sales when the products are sold. Cash and Cash Equivalents: The company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. F-12
  • 59. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Allowances for Losses on Receivables: Management makes estimates of the uncollectibility of its accounts and notes receivable portfolios. In determining the adequacy of its allowances, management analyzes the value of the collateral, customer financial statements, historical collection experience, aging of receivables and other economic and industry factors. Although risk management practices and methodologies are utilized to determine the adequacy of the allowance, it is possible that the accuracy of the estimation process could be materially impacted by different judgments as to collectibility based on the information considered and further deterioration of accounts. LIFO and Retail Inventory Method: Inventories are stated at the lower of cost or market. Market is replacement value. Substantially all of the company’s inventory is finished goods. For a significant portion of the company’s inventory, cost is determined through use of the last-in, first-out (LIFO) method. The company utilized LIFO to value approximately 64 percent and 68 percent of the company’s consolidated inventories for fiscal 2005 and 2004, respectively. The first-in, first-out method (FIFO) is used to determine cost for some of the remaining highly consumable inventories. If the FIFO method had been used to determine cost of inventories for which the LIFO method is used, the company’s inventories would have been higher by approximately $148.6 million at February 26, 2005 and $135.8 million at February 28, 2004. The retail inventory method (RIM) is used to value retail inventory. The valuation of inventories is at cost and the resulting gross margins are calculated by applying a calculated cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The company evaluates inventory shortages throughout the year based on actual physical counts in its facilities. Allowances for inventory shortages are recorded based on the results of these counts to provide for estimated shortages as of the financial statement date. Reserves for Closed Properties and Asset Impairment Charges: The company maintains reserves for estimated losses on retail stores, distribution warehouses and other properties that are no longer being utilized in current operations. The company provides for closed property lease liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments after the closing date, net of estimated subtenant income. The closed property lease liabilities usually are paid over the remaining lease terms, which generally range from one to fifteen years. The company estimates subtenant income and future cash flows based on the company’s experience and knowledge of the market in which the closed property is located, the company’s previous efforts to dispose of similar assets and existing economic conditions. Owned properties that are closed are reduced to their estimated net realizable value. Reduction in the carrying values of property, equipment and leasehold improvements are recognized when expected net future cash flows are less than the assets’ carrying value. The company estimates net future cash flows based on its experience and knowledge of the market in which the closed property is located and, when necessary, utilizes local real estate brokers. Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the changes become known. F-13
  • 60. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The expectations on timing of disposition or sublease and the estimated sales price or sublease income associated with closed properties are impacted by variable factors such as inflation, the general health of the economy, resultant demand for commercial property, the ability to secure subleases, the creditworthiness of sublessees and the company’s success at negotiating early termination agreements with lessors. While management believes the current estimates on closed properties are adequate, it is possible that market conditions in the real estate market could cause changes in the company’s assumptions and may require additional reserves and asset impairment charges to be recorded. Reserves for Self Insurance: The company is primarily self-insured for workers’ compensation, health care for certain employees and general and automobile liability costs. It is the company’s policy to record its self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported, discounted at a risk free interest rate. Any projection of losses concerning workers’ compensation, health care and general and automobile liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Property, Plant and Equipment: Property, plant and equipment are carried at cost. Depreciation, as well as amortization of assets under capital leases, is based on the estimated useful lives of the assets using the straight-line method. Estimated useful lives generally are 10 to 40 years for buildings and major improvements, 3 to 10 years for equipment, and the shorter of the term of the lease or expected life for leasehold improvements. Interest on property under construction of $0.2 million, $0.4 million and $5.9 million was capitalized in fiscal years 2005, 2004 and 2003, respectively. Goodwill and Other Intangible Assets: Goodwill represents the excess of costs over fair value of assets of businesses acquired. The company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, as of February 24, 2002. Pursuant to SFAS No. 142, goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and be reviewed for impairment in accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”. Impairment of Long-Lived Assets: In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain trigger events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a trigger event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows rates, to the carrying value. If impairment is identified for long-lived assets to be held and used, discounted future cash flows are compared to the asset’s current carrying value. Impairment is recorded when the carrying value exceeds the discounted cash flows. Costs to reduce the carrying value of long-lived assets are a component of selling and administrative expenses in the Consolidated Statement of Earnings. F-14
  • 61. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Deferred Rent: The company recognizes rent holidays, including the time period during which the company has access to the property prior to the opening of the site, as well as construction allowances and escalating rent provisions, on a straight-line basis over the term of the lease. The deferred rents are included in other current liabilities and other long-term liabilities on the Consolidated Balance Sheets. Benefit Plans: The company sponsors pension and other retirement plans in various forms covering primarily non-union employees who meet eligibility requirements. The determination of the company’s obligation and expense for company sponsored pension and other post retirement benefits is dependent, in part, on management’s selection of certain assumptions used by actuaries in calculating such amounts. These assumptions are described in the Benefit Plans note in the Notes to Consolidated Financial Statements and include, among other things, the discount rate, the expected long-term rate of return on plan assets, and the rates of increases in compensation and healthcare costs. Derivatives: The company accounts for derivatives pursuant to SFAS No. 133, “Accounting for Derivatives and Hedging Activities”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No. 133”. SFAS No. 133 and No. 138 require that all derivative financial instruments are recorded on the balance sheet at their respective fair value. The company has limited involvement with derivatives and uses them only to manage well-defined interest rate risks. The derivatives used have included interest rate caps, collars and swap agreements. The company does not use financial instruments or derivatives for any trading or other speculative purposes. Stock-based Compensation: The company has stock based employee compensation plans, which are described more fully in the Stock Option Plans note in the Notes to Consolidated Financial Statements. The company utilizes the intrinsic value- based method, per Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” for measuring the cost of compensation paid in company common stock. This method defines the company’s cost as the excess of the stock’s market value at the time of the grant over the amount that the employee is required to pay. In accordance with APB Opinion No. 25, no compensation expense was recognized for options issued under the stock option plans in fiscal 2005, 2004 or 2003 as the exercise price of all options granted was not less than 100 percent of fair market value of the common stock on the date of grant. F-15
  • 62. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table illustrates the effect on net earnings and net earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation,” to stock-based employee compensation: 2005 2004 2003 (In thousands, except per share data) Net earnings, as reported $385,823 $280,138 $257,042 Add: stock-based compensation expense included in reported net earnings, net of related tax effect 7,732 1,385 1,100 Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect (23,733) (11,643) (10,628) Pro forma net earnings 369,822 269,880 247,514 Add: interest and amortization on dilutive convertible debentures, net of related tax effect 6,786 7,678 7,971 Pro forma net earnings for diluted earnings per share $376,608 $277,558 $255,485 Earnings per share—basic: As reported $ 2.86 $ 2.09 $ 1.92 Pro forma $ 2.74 $ 2.01 $ 1.85 Earnings per share—diluted: As reported $ 2.71 $ 2.01 $ 1.86 Pro forma $ 2.60 $ 1.93 $ 1.79 For more information on the method and assumptions used in determining the fair value of stock-based compensation, see the Stock Option Plans note in the Notes to Consolidated Financial Statements. Income Taxes: The company provides for deferred income taxes during the year in accordance with SFAS No. 109, “Accounting for Income Taxes”. Deferred income taxes represent future net tax effects resulting from temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to be settled or realized. The major temporary differences and their net effect are included in the Income Taxes note in the Notes to Consolidated Financial Statements. Net Earnings Per Share (EPS): Basic EPS is calculated using income available to common shareholders divided by the weighted average number of common shares outstanding during the year. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is after giving affect to the dilutive impacts of stock options, restricted stock, and outstanding contingently convertible debentures. In addition, for the calculation of diluted earnings per share, net income is adjusted to eliminate the after tax interest expense recognized during the year related to contingently convertible debentures. See the earnings per share note in the Notes to Consolidated Financial Statements. Comprehensive Income: The company reports comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income”. Comprehensive income refers to revenues, expenses, gains and losses that are not included in net earnings but rather are recorded directly in stockholders’ equity in the Consolidated Statements of Stockholders’ Equity. F-16
  • 63. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Use of Estimates: The preparation of consolidated 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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications: Certain reclassifications have been made to conform prior years’ data to the current presentation. These reclassifications had no effect on reported earnings. New Accounting Standards In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) No. 46, “Consolidation of Variable Interest Entities” (FIN 46), and revised it in December 2003. FIN 46 addresses how a business should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46 applied immediately to entities created after January 31, 2003, and no later than the end of the first reporting period that ended after December 15, 2003 to entities considered to be special-purpose entities (SPEs). FIN 46 was effective for all other entities no later than the end of the first interim or annual reporting period ending after March 15, 2004. The adoption of the provisions of FIN 46 relative to SPEs and for entities created after January 31, 2003 did not have an impact on the company’s consolidated financial statements. The other provisions of FIN 46 did not have an impact on the company’s consolidated financial statements. In December 2003, the FASB issued SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Post Retirement Benefits—An Amendment of FASB Statements No. 87, 88 and 106.” This statement increases the existing disclosure requirements by requiring more details about pension plan assets, benefit obligations, cash flows, benefit costs and related information. The effect of the revisions to SFAS No. 132 is included in the Benefit Plan note in the Notes to Consolidated Financial Statements. In May 2004, the FASB issued Financial Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP No. 106-2 supersedes FSP No. 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” and provides guidance on the accounting and disclosures related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Medicare Act) which was signed into law in December 2003. Except for certain nonpublic entities, FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. The company adopted FSP 106-2 in the second quarter of fiscal 2005 using the retroactive application method and the fiscal 2005 impact was immaterial to the consolidated financial statements. Based upon current guidance around the definition of actuarially equivalent, equivalence was only determined with respect to a portion of the plan participants depending on plan benefits provided. If additional clarifying regulations related to the Medicare Act or the definition of actuarially equivalent becomes available, remeasurement of the plan obligations may be required, and related impacts on net periodic benefit costs would be reflected prospectively in the consolidated financial statements. In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF) consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net earnings and diluted shares outstanding, used for diluted earnings per share calculations, are restated using the if-converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s F-17
  • 64. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) outstanding contingently convertible debentures which were issued in November 2001. The company adopted the provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted earnings per share amounts. The impact of the EITF 04-8 restatement reduced diluted earnings per share by approximately $0.11, $0.06 and $0.05 in fiscal 2005, fiscal 2004 and fiscal 2003, respectively. In December 2004, the FASB issued FASB Statement 123 (Revised 2004), “Share-Based Payment.” This revised statement, which is effective for fiscal years beginning after June 15, 2005, requires all share-based payments to employees to be recognized in the financial statements based on their fair values. The company currently accounts for its share-based payments to employees under the intrinsic value method of accounting set forth in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issues to Employees.” Additionally, the company complies with the stock-based employer compensation disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123.” The company is in the process of evaluating the use of certain option-pricing models as well as the assumptions to be used in such models. The company plans to adopt the revised statement in its first quarter of its fiscal year 2007, which begins on February 26, 2006. RESTRUCTURE AND OTHER CHARGES In fiscal 2000, 2001, and 2002, the company commenced restructuring programs designed to reduce costs and enhance efficiencies and included facility consolidation and disposal of non-core assets and assets not meeting return objectives or providing long-term strategic opportunities. The restructuring plans resulted in the company recording pre-tax restructure and other charges in fiscal 2000, 2001 and 2002. In fiscal 2003, all activity for the fiscal 2002, 2001 and 2000 restructure plans was completed. The table below shows the remaining restructure reserves for the 2002, 2001, and 2000 plans as of February 26, 2005, as well as reserve related activity for the three fiscal years then ended. Restructure Plan Fiscal 2002 Reserve Balance Fiscal 2003 Activity Fiscal 2003 Reserve Balance Fiscal 2004 Activity Fiscal 2004 Reserve Balance Fiscal 2005 Activity Fiscal 2005 Reserve BalanceUsage Adjustment Usage Adjustment Usage Adjustment (In millions) 2002 $16.3 $ (9.3) $ (3.6) $ 3.4 $ (3.8) $ 0.6 $ 0.2 $(0.2) $ — $ 0.0 2001 $56.0 $(35.5) $11.7 $32.2 $(17.3) $11.7 $26.6 $(6.6) $22.3 $42.3 2000 $18.0 $ (9.8) $ 2.9 $11.1 $ (9.1) $ 0.5 $ 2.5 $(1.4) $ — $ 1.1 The company recognized pre-tax restructure and other charges of $26.4 million, $15.5 million and $2.9 million for fiscal years 2005, 2004, and 2003 respectively. These charges reflect changes in liabilities associated with employee benefit related costs from previously exited distribution facilities as well as changes in estimates on exited real estate, including asset impairment. Fiscal 2005 charges related primarily to restructure 2001 and consisted of reserve adjustments of $22.3 million, asset impairment charges of $0.5 million, and property holding costs of $3.6 million. Fiscal 2004 charges reflect the net adjustments to the restructure reserves of $12.8 million, as well as asset impairment adjustments of $2.7 million for restructure 2001. Fiscal 2003 charges reflect the net adjustments to the restructure reserves of $11.0 million, as well as asset impairment adjustments of $(3.6) million and $(4.5) million for restructure 2001 and 2000, respectively. F-18
  • 65. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The remaining 2001 restructure reserves includes $25.9 million for employee benefit related costs and $16.4 million for lease related costs for exited properties. In fiscal 2005, there was an increase in 2001 restructure reserves of $22.3 million for employee benefit related costs for multiemployer plan liabilities resulting from withdrawal notices received in fiscal 2005 for previously exited distribution facilities and changes in estimates on exited real estate of $18.0 million and $4.3 million, respectively. RESERVES FOR CLOSED PROPERTIES AND ASSET IMPAIRMENT CHARGES Reserves for Closed Properties: The company maintains reserves for estimated losses on retail stores, distribution warehouses and other properties that are no longer being utilized in current operations. The reserves for closed properties include management’s estimates for lease subsidies, lease terminations and future payments on exited real estate. Details of the activity in the closed property reserves for fiscal 2005, 2004 and 2003 are as follows: 2005 2004 2003 (in thousands) Beginning balance $ 47,205 $ 49,873 $ 74,996 Additions 12,889 10,809 3,169 Usage (22,648) (13,477) (28,292) Ending balance $ 37,446 $ 47,205 $ 49,873 Asset Impairment: The company recognized asset impairment charges of $4.8 million, $7.6 million and $15.6 million in fiscal 2005, 2004 and 2003, respectively, on the write-down of property, plant and equipment for closed properties. For fiscal 2005, the asset impairment charge related to the retail food segment. For fiscal 2004, of the $7.6 million asset impairment charge recognized, $6.2 million related to the retail food segment and $1.4 million related to the food distribution segment. For fiscal 2003, of the $15.6 million asset impairment charge recognized, $8.7 million related to the retail food segment and $6.9 million related to the food distribution segment. Impairment charges, a component of selling and administrative expenses in the Consolidated Statements of Earnings, reflect the difference between the carrying value of the assets and the estimated fair values, which were based on the estimated market values for similar assets. ASSETS HELD FOR SALE At February 28, 2004, the company had $9.7 million of assets classified as held for sale included in other current assets in the Consolidated Balance Sheets. These assets were for closed distribution centers that the company was actively marketing for sale. NOTES RECEIVABLE Notes receivable arise from financing activities with independent retail food customers. Loans to retailers, as well as trade accounts receivable, are primarily collateralized by the retailers’ inventory, equipment and fixtures. The notes range in length from 1 to 15 years with an average term of 7 years, and may be non-interest bearing or bear interest at rates ranging from approximately 4 to 12 percent. Notes receivable, net due within one year of $13.8 million and $25.5 million at February 26, 2005 and February 28, 2004, respectively, are included in current receivables, net in the Consolidated Balance Sheets. F-19
  • 66. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS On February 7, 2005, the company acquired Total Logistics, a national provider of third party logistics services for approximately $234 million comprised of $164 million of cash and $70 million of assumed debt. As part of the Total Logistics acquisition, the company acquired Zero Zone, a refrigeration case and system manufacturer, which will be divested in fiscal 2006 as it is non-core to the company’s food retail and supply chain businesses. The results of Total Logistics for the period subsequent to the acquisition are immaterial to the fiscal 2005 consolidated financial statements. The purchase price allocation resulted in approximately $14.7 million of intangible assets related to trademarks, tradenames and customer relationships and approximately $116.6 million of goodwill. The allocation of the acquisition cost was based on a preliminary independent appraisal of fair values. The final appraised values may differ from the amounts presented. Final valuation related adjustments will be reflected in fiscal 2006. In fiscal 2004, the company completed an asset exchange with C&S Wholesale Grocers, Inc. (C&S) whereby the company acquired certain former Fleming Companies’ distribution operations in the Midwest from C&S in exchange for the company’s New England operations (Asset Exchange). The Asset Exchange resulted in the addition of approximately $58.6 million of intangible assets related to customer relationships and trademarks. The Asset Exchange was based on fair value and the valuation was finalized in fiscal 2005. The assets exchanged were part of the food distribution segment. At February 26, 2005 and at February 28, 2004, the company had approximately $0.8 billion of goodwill related to retail food and 0.8 billion related to food distribution. A summary of changes in the company’s goodwill and other acquired intangible assets during fiscal 2004 and fiscal 2005 follows: February 22, 2003 Amorti- zation Additions Other net adjustments February 28, 2004 Amorti- zation Additions Other net adjustments February 26, 2005 (in thousands) Goodwill $1,576,584 $ — $(19,527) $1,557,057 $116,606 $(45,816) $1,627,847 Other acquired intangible assets: Trademarks and tradenames — 15,269 — 15,269 8,042 (1,057) 22,254 Leasehold Rights, Customer lists and other (accumulated amortization of $20,573 and $17,836, at February 26, 2005 and February 28, 2004, respectively) 49,663 — (294) 49,369 510 (594) 49,285 Customer relationships (accumulated amortization of $2,492 and $495 at February 26, 2005 and February 28, 2004, respectively) — 43,361 — 43,361 6,700 (2,992) 47,069 Non-compete agreements (accumulated amortization of $4,329 and $3,959 at February 26, 2005 and February 28, 2004) 8,506 502 (1,789) 7,219 1,625 (550) 8,294 Total other acquired intangible assets 58,169 59,132 (2,083) 115,218 16,877 (5,193) 126,902 Accumulated amortization (19,772) $(4,541) — 2,023 (22,290) $(6,166) — 1,062 (27,394) Total goodwill and other acquired intangible assets, net $1,614,981 $(4,541) $59,132 $(19,587) $1,649,985 $(6,166) $133,483 $(49,947) $1,727,355 Fiscal 2005 additions primarily reflect the acquisition of Total Logistics and Fiscal 2004 additions primarily reflect the Asset Exchange. Fiscal 2005 other net adjustments of $49.9 million primarily reflect purchase accounting adjustments between deferred taxes and goodwill relating to former acquisitions of $45.8 million and F-20
  • 67. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) $4.0 million related to the Asset Exchange. Fiscal 2004 other net adjustments of $19.6 million primarily reflect adjustments related to the net goodwill impact of the Asset Exchange. Other acquired intangible assets are a component of other assets in the Consolidated Balance Sheets. Amortization expense of $6.2 million, $4.5 million and $3.9 million was recorded in fiscal 2005, 2004 and 2003, respectively. Future amortization expense will approximate $6.0 million per year for each of the next five years. Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives ranging from five to twenty years. All intangible assets are amortizable with the exception of the trademarks and trade names. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES The company reflected in net sales $14.3 million, $39.2 million and $39.7 million of equity in earnings from investments in unconsolidated subsidiaries in fiscal 2005, 2004 and 2003, respectively. The equity method of accounting is used for companies and other investments in which the company has significant influence, which generally represents common stock ownership or partnership equity of at least 20 percent and not more than 50 percent. At year-end 2005, the company’s investment in unconsolidated subsidiaries primarily included a 26 percent interest in International Data, LLC, a strategic outsourcing services provider, specializing in, among other things, data services, check and remittance processing and coupon promotions processing and a 40 percent interest in Tidyman’s, LLC, the owner and operator of retail supermarkets located in Montana, Idaho and Washington. The food distribution segment recognized $4.4 million, $10.0 million, and $9.4 million of equity in earnings from investments in unconsolidated subsidiaries in fiscal 2005, 2004, and 2003, respectively, with total investments in unconsolidated subsidiaries of $21.2 million and $30.6 million in fiscal 2005 and fiscal 2004, respectively. The retail food segment recognized $9.9 million, $29.2 million, and $30.3 million of equity in earnings from investments in unconsolidated subsidiaries in fiscal 2005, 2004, and 2003, respectively. The amount of investments in unconsolidated subsidiaries was $3.9 million and $5.3 million as of the end of fiscal 2005 and 2004, respectively. Investments in unconsolidated subsidiaries are included in other assets in the Consolidated Balance Sheet. On April 1, 2004, the company completed the sale of its minority ownership interest in WinCo. This retail food investment basis was approximately $119 million and was included in other current assets in the Consolidated Balance Sheets as of February 28, 2004. FINANCIAL INSTRUMENTS Interest Rate Swap Agreements In fiscal 2003, the company entered into swap agreements in the notional amount of $225.0 million that exchange a fixed interest rate payment obligation for a floating interest rate payment obligation. The swaps have been designated as a fair value hedge on long-term fixed rate debt of the company and are components of other assets in the Consolidated Balance Sheets. At February 26, 2005, and February 28, 2004, the hedge was highly effective. Changes in the fair value of the swaps and debt are reflected as a component of selling and administrative expenses in the Consolidated Statements of Earnings, and through February 26, 2005, the net earnings impact was zero. In conjunction with the company’s early redemption of its $100 million 8.875 percent Notes due 2022 in fiscal 2004, the remaining fair market value adjustments of two swaps relating to these notes that previously terminated on July 6, 2001, were recognized as interest expense during fiscal 2004. There was no net impact to the Consolidated Statements of Earnings as the two terminated swaps were offsetting. The company has limited involvement with derivative financial instruments and uses them only to manage well-defined interest rate risks. The company does not use financial instruments or derivatives for any trading or other speculative purposes. F-21
  • 68. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Fair Value Disclosures of Financial Instruments For certain of the company’s financial instruments, including cash and cash equivalents, receivables and notes payable, the carrying amounts approximate fair value due to their short maturities. The estimated fair value of notes receivable was in excess of the carrying value by approximately $1.2 million at February 26, 2005. Notes receivable are valued based on a discounted cash flow approach applying a rate that is comparable to publicly traded debt instruments of similar credit quality. The estimated fair value of the company’s long-term debt (including current maturities) was in excess of the carrying value by approximately $116.6 million at February 26, 2005. The estimated fair value was based on market quotes, where available, or market values for similar instruments. The estimated fair value of the company’s interest rate swaps is the carrying value at February 26, 2005. The fair value of interest rate swaps is the amount at which they could be settled and is estimated by obtaining quotes from brokers. DEBT Notes, debentures and other debt were composed of the following at year-end: February 26, 2005 February 28, 2004 (In thousands) 7.875% promissory note due fiscal 2010 $ 350,000 $ 350,000 7.5% promissory note due fiscal 2013 300,000 300,000 7.625% promissory note due fiscal 2005 — 250,000 Zero-coupon convertible debentures 247,325 236,619 6.49%-6.69% medium-term notes due fiscal 2006-2007 103,500 103,500 Variable rate industrial revenue bonds 59,530 59,530 8.28%-9.96% promissory notes due fiscal 2006-2010 15,252 20,362 7.78%, 8.02% and 8.57% obligations with quarterly payments of principal and interest due fiscal 2006 through 2007 18,495 33,381 Other debt 22,106 31,905 1,116,208 1,385,297 Less current maturities 64,320 273,811 Long-term debt $1,051,888 $1,111,486 Aggregate maturities of long-term debt are: (In thousands) 2006 $ 64,320 2007 74,644 2008 6,121 2009 12,045 2010 and thereafter 959,078 The debt agreements contain various financial covenants including ratios for fixed charge interest coverage, asset coverage and debt leverage, in addition to a minimum net worth covenant as defined in the company’s debt agreements. The company has met the financial covenants under the debt agreements as of February 26, 2005. F-22
  • 69. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At February 26, 2005, the company had an unsecured $650.0 million revolving credit agreement with rates tied to LIBOR plus 0.650 to 1.400 percent and with facility fees ranging from 0.15 to 0.35 percent on the total amount of the facility, both based on the company’s credit ratings. The company had no outstanding borrowings under the credit facility at February 26, 2005 and February 28, 2004. As of February 26, 2005, letters of credit outstanding under the credit facility were $141.5 million and the unused available credit under the facility was $508.5 million. Subsequent to fiscal year-end, on February 28, 2005, the company executed a five year unsecured $750.0 million revolving credit agreement replacing the previous $650.0 million revolving credit agreement which was terminated. Amounts utilized under this credit agreement have rates tied to LIBOR plus 0.275 to 0.675 percent and with facility fees ranging from 0.10 to 0.20 percent on the total amount of the facility, both based on the company’s credit ratings. The agreement contains various financial covenants including ratios for interest coverage and debt leverage. All letters of credit that had been issued and outstanding under the previous credit facility were transferred under the new credit facility. See the Subsequent Event note in the Notes to the Consolidated Financial Statements. In February 2005, as part of the acquisition of Total Logistics, the company assumed approximately $70 million of debt, which was substantially repaid prior to year end. In August 2004, the company renewed its annual accounts receivable securitization program, under which the company can borrow up to $200.0 million on a revolving basis, with borrowings secured by eligible accounts receivable. The company had no outstanding borrowings under this program at February 26, 2005 and February 28, 2004. Facility fees related to the accounts receivable securitization program incurred by the company during Fiscal 2005 were 0.20 percent on the total amount of the facility. On May 3, 2004, the company voluntarily redeemed $250.0 million of 7.625 percent notes due September 15, 2004, in accordance with the note redemption provisions. The company incurred $5.7 million in pre-tax costs related to this early redemption, which is included in interest expense. In November 2003, the company voluntarily redeemed $100.0 million of its 8.875 percent notes due in 2022 at a redemption price of 103.956 percent of the principal amount of the notes. The company incurred $5.8 million in pre-tax costs related to this early redemption, which is included in interest expense. In November 2001, the company sold zero-coupon convertible debentures having an aggregate principal amount at maturity of $811.0 million. The proceeds from the offering, net of approximately $5.0 million of expenses, were $208.0 million. The debentures mature in 30 years and are callable at the company’s option on or after October 1, 2006. Holders may require the company to purchase all or a portion of their debentures on October 1, 2006 or October 1, 2011 at a purchase price equal to the accreted value of the debentures, which includes accrued and unpaid cash interest. If the option is exercised, the company has the choice of paying the holder in cash, common stock or a combination of the two. Generally, except upon the occurrence of specified events, holders of the debentures are not entitled to exercise their conversion rights until the closing price of the company’s common stock on the New York Stock Exchange for twenty of the last thirty trading days of any fiscal quarter exceeds certain levels, or $38.13 per share for the quarter ending June 18, 2005, and rising to $113.29 per share at September 6, 2031. In the event of conversion, 9.6434 shares of the company’s common stock will be issued per $1,000 debenture or approximately 7.8 million shares should all debentures be converted. The debentures have an initial yield to maturity of 4.5 percent, which is being accreted over the life of the debentures using the effective interest method. The company will pay contingent cash interest for the six-month period commencing November 3, 2006 and for any six-month period thereafter if the average market price of the debentures for a five trading day measurement period preceding the applicable six-month period equals 120 percent or more of the sum of the issue price and accrued original issue discount for the debentures. The debentures are classified as long-term debt based on the company’s ability and intent to refinance the obligation with long-term debt if the company is required to repurchase the debentures. F-23
  • 70. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) LEASES Capital and operating leases: The company leases certain retail food stores, food distribution warehouses and office facilities. Many of these leases include renewal options, and to a limited extent, include options to purchase. Amortization of assets under capital leases was $34.5 million, $35.1 million and $32.8 million in fiscal 2005, 2004 and 2003, respectively. Accumulated amortization of assets under capital leases was $144.9 million and $152.8 million as of February 26, 2005 and February 28, 2004, respectively. Future minimum obligations under capital leases in effect at February 26, 2005 are as follows: Lease Obligations (In thousands) Fiscal Year 2006 $ 65,538 2007 65,679 2008 65,122 2009 62,517 2010 60,617 Later 527,737 Total future minimum obligations 847,210 Less interest 343,748 Present value of net future minimum obligations 503,462 Less current obligations 28,210 Long-term obligations $475,252 The present values of future minimum obligations shown are calculated based on interest rates determined at the inception of the lease ranging from approximately 6 percent to 14 percent, with a weighted average rate of 8.1 percent. In addition to its capital leases, the company is obligated under operating leases, primarily for buildings, warehouses and transportation and computer equipment. Future minimum obligations under operating leases in effect at February 26, 2005 are as follows: Operating Lease Obligations (In thousands) Fiscal Year 2006 $ 155,429 2007 144,786 2008 122,853 2009 157,780 2010 80,383 Later 358,604 Total future minimum obligations $1,019,835 F-24
  • 71. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The company is party to a synthetic leasing program for one of its major warehouses. The lease qualifies for operating lease accounting treatment under SFAS No. 13, “Accounting for Leases.” For additional information on the synthetic lease, refer to the Commitments, Contingencies and Off-Balance Sheet Arrangements note in the Notes to Consolidated Financial Statements. Total rent expense, net of sublease income, relating to all operating leases with terms greater than one year was $115.6 million, $119.7 million and $113.7 million in fiscal 2005, 2004 and 2003, respectively. Future minimum receivables under operating leases and subleases in effect at February 26, 2005 are as follows: Owned Property Leased Property Total (In thousands) Fiscal Year 2006 $1,686 $ 23,398 $ 25,084 2007 1,297 19,854 21,151 2008 1,248 16,617 17,865 2009 704 13,366 14,070 2010 344 10,124 10,468 Later 225 33,058 33,283 Total future minimum receivables $5,504 $116,417 $121,921 Owned property leased to third parties is as follows: February 26, 2005 February 28, 2004 (In thousands) Land, buildings and equipment $10,055 $16,839 Less accumulated depreciation 5,566 8,056 Net land, buildings and equipment $ 4,489 $ 8,783 F-25
  • 72. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Direct financing leases: Under direct financing capital leases, the company leases buildings on behalf of independent retailers with terms ranging from 5 to 20 years. Future minimum rentals to be received under direct financing leases and related future minimum obligations under capital leases in effect at February 26, 2005, are as follows: Direct Financing Lease Receivables Direct Financing Capital Lease Obligations (In thousands) Fiscal Year 2006 $11,840 $11,139 2007 11,141 10,551 2008 10,111 9,529 2009 9,349 8,823 2010 8,235 7,794 Later 36,701 35,061 Total minimum lease payments 87,377 82,897 Less unearned income 27,180 — Less interest — 24,237 Present value of net minimum lease payments 60,197 58,660 Less current portion 6,761 6,933 Long-term portion $53,436 $51,727 INCOME TAXES The provision for income taxes consists of the following: 2005 2004 2003 (In thousands) Current Federal $151,003 $110,031 $ 78,704 State 19,227 14,495 12,050 Tax credits (1,644) (1,500) (1,000) Total current 168,586 123,026 89,754 Deferred 46,455 51,716 61,208 Total provision $215,041 $174,742 $150,962 The difference between the actual tax provision and the tax provision computed by applying the statutory federal income tax rate to earnings before taxes is attributable to the following: 2005 2004 2003 (In thousands) Federal taxes based on statutory rate $210,302 $159,208 $142,801 State income taxes, net of federal benefit 15,800 13,394 12,153 Audit settlements (6,700) (2,214) — Other (4,361) 4,354 (3,992) Total provision $215,041 $174,742 $150,962 F-26
  • 73. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Temporary differences which give rise to significant portions of the net deferred tax asset (liability) as of February 26, 2005 and February 28, 2004 are as follows: 2005 2004 (In thousands) Deferred tax assets: Restructure $ 25,845 $ 38,561 Net operating loss from acquired subsidiaries 16,191 28,919 Pension liability 41,580 39,506 Other health and benefit plans 92,054 96,075 Other 13,117 10,012 Total deferred tax assets 188,787 213,073 Deferred tax liabilities: Accelerated deductions primarily depreciation and amortization (218,442) (176,734) Acquired assets basis differences (52,220) (86,010) Other (36,062) (60,318) Total deferred tax liabilities (306,724) (323,062) Net deferred tax liability $(117,937) $(109,989) The company currently has net operating loss (NOL) carryforwards from acquired companies of $44 million for tax purposes, which expire beginning in 2007 and continuing through 2018. Based on management’s assessment, it is more likely than not that all of the deferred tax assets will be realized; therefore, no valuation allowance is considered necessary. ACCUMULATED OTHER COMPREHENSIVE LOSSES The accumulated balances, net of income taxes, for each classification of accumulated other comprehensive losses are as follows: Derivative Financial Instrument- Unrealized Loss Minimum Pension Liability Adjustment Accumulated Other Comprehensive Losses (In thousands) Balances at February 23, 2002 $(7,075) $ — $ (7,075) Minimum pension liability — (72,328) (72,328) Amortization of loss on derivative financial instrument (including impact of debt redemption) 340 — 340 Balances at February 22, 2003 (6,735) (72,328) (79,063) Minimum pension liability — (26,404) (26,404) Amortization of loss on derivative financial instrument (including impact of debt redemption) 6,735 — 6,735 Balances at February 28, 2004 — (98,732) (98,732) Minimum pension liability — (5,849) (5,849) Balances at February 26, 2005 $ — $(104,581) $(104,581) F-27
  • 74. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) STOCK OPTION PLANS The company’s 2002 Stock Plan and the SUPERVALU/Richfood Stock Incentive Plan allow the granting of non-qualified stock options and incentive stock options to purchase shares of the company’s common stock, to salaried employees at prices not less than 100 percent of their fair market value, determined based on the average of the opening and closing sale price of a share on the date of grant. The company’s 1997 stock plan allows only the granting of non-qualified stock options to purchase common shares to salaried employees at fair market value determined on the same basis. In April 2002, the Board of Directors reserved an additional 3.8 million shares for issuance under the 1997 plan. The company also has options outstanding under its 1983 and 1993 plans, but no further options may be granted under these plans. The plans provide that the Board of Directors or the Executive Personnel and Compensation Committee of the Board (the “Committee”) may determine at the time of granting whether each option granted, except those granted under the 1997 plan, will be a non-qualified or incentive stock option under the Internal Revenue Code. The terms of each option will be determined by the Board of Directors or the Committee, but shall not be for more than ten years from the date of grant, generally with a vesting period of zero to four years. Options may be exercised in installments or otherwise, as the Board of Directors or the Committee, may determine. Changes in the options granted, exercised and outstanding under such plans are as follows: Shares Weighted Average Price per Share (In thousands) Outstanding, February 23, 2002 13,167 $20.69 Granted 2,885 28.27 Exercised (2,896) 17.44 Canceled and forfeited (151) 20.84 Outstanding, February 22, 2003 13,005 $23.10 Granted 2,716 17.70 Exercised (2,103) 17.36 Canceled and forfeited (1,779) 36.18 Outstanding, February 28, 2004 11,839 $20.92 Granted 3,154 30.37 Exercised (3,550) 19.68 Canceled and forfeited (139) 25.57 Outstanding, February 26, 2005 11,304 $23.88 F-28
  • 75. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table summarizes stock option information at year-end 2005: Options Outstanding Options Exercisable Range of Exercise Price Number of Options Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price $12.25 to $15.61 1,490,281 5.22 years $14.72 1,350,681 $14.67 15.69 to 15.90 1,516,845 7.59 15.89 437,862 15.87 16.08 to 22.25 1,535,462 5.10 19.83 1,323,262 20.01 22.44 to 27.51 1,177,336 3.51 23.69 1,066,127 23.60 27.52 to 29.21 1,878,808 6.41 28.12 1,195,863 28.20 29.29 to 29.90 2,010,702 9.02 29.89 410,309 29.88 29.96 to 34.46 1,694,164 5.29 31.05 1,370,353 30.99 $12.25 to $34.46 11,303,598 6.23 23.88 7,154,457 23.32 Option shares available for grant were 3.2 million and 6.2 million at February 26, 2005 and February 28, 2004, respectively. As of February 26, 2005, the company has reserved 14.5 million shares, in aggregate, for the plans. As of February 26, 2005, limited stock appreciation rights have been granted and are outstanding under the 1989 stock appreciation rights plan and the 1993 stock plan. Such rights relate to options granted to purchase 253,000 shares of common stock and are exercisable only upon a “change in control.” See the Shareholder Rights Plan note in the Notes to the Consolidated Financial Statements. In addition to the stock plans described above, the company incurs expenses under long-term incentive and restricted stock plans at the discretion of the Board of Directors. Compensation expense under these plans was $12.2 million, $2.2 million and $1.7 million for fiscal 2005, 2004 and 2003, respectively. See Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for the impact of stock based compensation on pro forma net earnings and earnings per common share. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions and results: 2005 2004 2003 Dividend yield 2.00% 2.00% 2.00% Risk free interest rate 3.07% 2.10% 2.86% Expected life 4.5 years 4.5 years 4.5 years Expected volatility 31.79% 32.04% 34.66% Estimated fair value of options granted per share $7.80 $4.25 $7.77 F-29
  • 76. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) TREASURY STOCK PURCHASE PROGRAM In October 2001, the Board of Directors authorized a treasury stock purchase program under which the company was authorized to purchase up to 5.0 million shares of the company’s common stock for re-issuance upon the exercise of employee stock options and for other compensation programs utilizing the company’s stock. In fiscal 2002, the company purchased 1.3 million shares under the program at an average cost of $22.16 per share. In fiscal 2003, the company purchased 1.5 million shares under the program at an average cost of $27.94 per share. In fiscal 2004, the company purchased 0.6 million shares under the program at an average cost of $23.80 per share. In fiscal 2005, the company completed the program by purchasing the remaining 1.6 million shares under the program at an average cost of $28.45 per share. In May 2004, the Board of Directors authorized a treasury stock purchase program under which the company is authorized to purchase up to 5.0 million shares of the company’s common stock for reissuance upon the exercise of employee stock options and for other compensation programs utilizing the company’s stock. In fiscal 2005, the company purchased approximately 0.4 million shares under the program at an average cost of $27.73 per share. As of February 26, 2005, approximately 4.6 million shares remained available for purchase under this program. EARNINGS PER SHARE The following table reflects the calculation of basic and diluted earnings per share: 2005 2004 2003 (In thousands, except per share amounts) Earnings per share—basic: Net earnings $385,823 $280,138 $257,042 Weighted average shares outstanding—basic 135,003 133,975 133,730 Earnings per share—basic $ 2.86 $ 2.09 $ 1.92 Earnings per share—diluted: Net earnings $385,823 $280,138 $257,042 Interest and amortization related to dilutive contingently convertible debentures, net of tax 6,786 7,678 7,971 Net earnings used for diluted earnings per share calculation $392,609 $287,816 $265,013 Weighted average shares outstanding 135,003 133,975 133,730 Dilutive impact of options outstanding 2,103 1,443 1,147 Dilutive impact of contingently convertible debentures 7,818 7,818 7,818 Weighted average shares—diluted 144,924 143,236 142,695 Earnings per share—diluted $ 2.71 $ 2.01 $ 1.86 In November 2004, the FASB ratified the effective date of the Emerging Issues Task Force (EITF) consensus on Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share” to be applied to reporting periods ending after December 15, 2004. Under EITF Issue No. 04-8, net earnings and diluted shares outstanding, used for earnings per share calculations, are restated using the if-converted method of accounting to reflect the contingent issuance of 7.8 million shares under the company’s outstanding contingently convertible zero-coupon debentures which were issued in November 2001. The company adopted the provisions of EITF 04-8 in the fourth quarter of fiscal 2005 and restated prior years’ diluted earnings per share amounts. The impact of the EITF 04-8 restatement reduced diluted earnings per share by approximately $0.11, $0.06 and $0.05 in fiscal 2005, fiscal 2004 and fiscal 2003, respectively. F-30
  • 77. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS The company has guaranteed certain leases, fixture financing loans and other debt obligations of various retailers at February 26, 2005. These guarantees were generally made to support the business growth of affiliated retailers. The guarantees are generally for the entire term of the lease or other debt obligation with remaining terms that range from less than one year to twenty-two years, with a weighted average remaining term of approximately eleven years. For each guarantee issued, if the affiliated retailer defaults on a payment, the company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees of the affiliated retailer. At February 26, 2005, the maximum amount of undiscounted payments the company would be required to make in the event of default of all guarantees was approximately $210 million and represented approximately $121 million on a discounted basis. No amount has been accrued for the company’s obligation under its guaranty arrangements. The company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. The company could be required to satisfy the obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the company’s assignments among third parties, and various other remedies available, the company believes the likelihood that it will be required to assume a material amount of these obligations is remote. The company is party to a synthetic leasing program for one of its major warehouses. The lease expires in April 2008 and may be renewed with the lessor’s consent through April 2013, and has a purchase option of $60.0 million. At February 26, 2005, the estimated market value of the property underlying this lease approximately equaled the purchase option. The company’s obligation under its guaranty arrangements related to this synthetic lease had a carrying balance of $1.6 million, which is included in other liabilities in the Consolidated Balance Sheets at February 26, 2005. The company had $168.6 million of outstanding letters of credit as of February 26, 2005, of which $141.5 million were issued under the credit facility and $27.1 million were issued under separate agreements with financial institutions. These letters of credit primarily support workers’ compensation programs, merchandise import programs, and payment obligations. The company pays fees, which vary by instrument, of up to 1.125 percent on the outstanding balance of the letter of credit. The company is a party to various legal proceedings arising from the normal course of business activities, none of which, in management’s opinion, is expected to have a material adverse impact on the company’s consolidated financial position. The company is a party to a variety of contractual agreements under which the company may be obligated to indemnify the other party for certain matters, which indemnities may be secured by operation of law or otherwise, in the ordinary course of business. These contracts primarily relate to the company’s commercial contracts, operating leases and other real estate contracts, financial agreements, agreements to provide services to the company, and agreements to indemnify officers, directors and employees in the performance of their work. While the company’s aggregate indemnification obligation could result in a material liability, the company is aware of no current matter that it expects to result in a material liability. BENEFIT PLANS Substantially all employees of the company and its subsidiaries are covered by various contributory and non-contributory pension or profit sharing plans. F-31
  • 78. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Benefit calculations for the company’s sponsored defined benefit pension plans for primarily non-union eligible participants are generally based on years of service and the participants’ highest compensation during five consecutive years of employment. Annual payments to the pension trust fund are determined in compliance with the Employee Retirement Income Security Act (ERISA). Plan assets are held in trust and invested in separately managed accounts and publicly traded mutual funds holding equity, fixed income securities and alternative investment classes. In addition to providing pension benefits, the company provides health care and life insurance benefits for eligible retired employees upon meeting certain age and service requirements. The following tables set forth the changes in benefit obligations and plan assets, a reconciliation of the accrued benefit costs and total benefit costs for the fiscal years for the company’s defined benefit pension plans and the post retirement benefit plans which have a plan measurement date of November 30: Pension Benefits Post Retirement Benefits February 26, 2005 February 28, 2004 February 26, 2005 February 28, 2004 (In thousands) CHANGES IN BENEFIT OBLIGATIONS Benefit obligations at beginning of year $ 618,570 $ 502,383 $ 125,081 $ 111,320 Service cost 19,370 18,243 1,443 1,350 Interest cost 37,957 35,003 6,899 7,457 Plan amendments — — — (4,495) Actuarial loss 33,894 86,248 23,375 17,025 Benefits paid (23,246) (23,307) (8,241) (7,576) Benefit obligations at end of year $ 686,545 $ 618,570 $ 148,557 $ 125,081 CHANGES IN PLAN ASSETS Fair value of plan assets at beginning of year $ 466,809 $ 393,104 $ — $ — Actual return on plan assets 51,880 72,012 — — Company contributions 25,000 25,000 8,241 7,576 Plan participants’ contributions — — 5,464 4,801 Benefits paid (23,246) (23,307) (13,705) (12,377) Fair value of plan assets at end of year $ 520,443 $ 466,809 $ — $ — RECONCILIATION OF PREPAID (ACCRUED) COST AND TOTAL AMOUNT RECOGNIZED Funded status $(166,101) $(151,761) $(148,557) $(125,081) Unrecognized net loss 221,880 216,919 79,376 59,723 Unrecognized prior service cost 7,766 9,027 (8,084) (10,033) Prepaid (accrued) cost $ 63,545 $ 74,185 $ (77,265) $ (75,391) Accrued benefit liability $(107,159) $ (90,439) Intangible asset 7,766 9,027 Accumulated other comprehensive loss 162,938 155,597 Total recognized $ 63,545 $ 74,185 F-32
  • 79. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Pension Benefits Post Retirement Benefits 2005 2004 2003 2005 2004 2003 (In thousands) NET BENEFIT COSTS FOR THE FISCAL YEAR Service cost $ 19,370 $ 18,243 $ 18,333 $ 1,443 $ 1,350 $ 1,790 Interest cost 37,957 35,003 33,228 6,899 7,457 7,336 Expected return on plan assets (41,843) (40,970) (40,323) — — — Amortization of: Unrecognized net loss 18,895 7,898 2,085 3,722 3,305 2,744 Unrecognized prior service cost 1,261 1,106 (158) (1,949) (1,200) (1,200) Net benefit costs for the fiscal year $ 35,640 $ 21,280 $ 13,165 $10,115 $10,912 $10,670 In March 2003, the company amended its post retirement medical health care benefit plan, primarily making changes to benefit coverage. This amendment resulted in a decrease in the plan’s benefit obligation of approximately $4.5 million in fiscal 2004. The company utilized the following assumptions in the calculations for pension and the non-contributory unfunded pension plans: 2005 2004 2003 Weighted-average assumptions used to determine benefit obligations: Discount rate 6.00% 6.25% 7.00% Rate of compensation increase 3.00% 3.00% 3.25% Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 6.25% 7.00% 7.25% Rate of compensation increase 3.00% 3.25% 3.50% Expected return on plan assets 8.75% 9.00% 9.25% The assumed health care cost trend rate used in measuring the accumulated post retirement benefit obligation was 12.0 percent in fiscal 2005. The assumed health care cost trend rate will decrease by one percent each year for the next seven years until it reaches the ultimate trend rate of 5.0 percent. The health care cost trend rate assumption has a significant impact on the amounts reported. For example, a one percent increase in the trend rate would increase the accumulated post retirement benefit obligation by approximately $11 million and the service and interest cost by approximately $1 million in fiscal 2005. In contrast, a one percent decrease in the trend rate would decrease the accumulated post retirement benefit obligation by approximately $10 million and the service and interest cost by approximately $1 million in fiscal 2005. The company also maintains non-contributory unfunded pension plans to provide certain employees with pension benefits in excess of limits imposed by federal tax law. The projected benefit obligation of the unfunded plans was $18.1 million and $24.9 million at February 26, 2005 and February 28, 2004, respectively. The accumulated benefit obligation of these plans totaled $14.2 million and $21.0 million at February 26, 2005 and February 28, 2004, respectively. Net periodic pension cost was $3.6 million, $3.6 million and $2.7 million for fiscal 2005, 2004 and 2003, respectively. The company employs a total return approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Alternative investments, F-33
  • 80. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) including hedge funds, private equity and real estate are also used judiciously to enhance risk adjusted long-term returns while improving portfolio diversification. The overall investment strategy and policy has been developed based on the need to satisfy the long-term liabilities of the company’s pension plans. Risk management is accomplished through diversification across asset classes, multiple investment manager portfolios and both general and portfolio-specific investment guidelines. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and the company’s financial condition. This asset allocation policy mix is reviewed annually and actual allocations are rebalanced on a regular basis. Plan assets are invested using a combination of active and passive investment strategies. Passive strategies invest in broad sectors of the market primarily through the use of indexing. Indexing is an investment management approach based on investing in exactly the same securities, in the same proportions, as an index, such as the S&P 500. The management style is considered passive because portfolio managers don’t make decisions about which securities to buy and sell, they simply mimic the composition and weightings of the appropriate stock or bond market index. Active strategies employ multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches and are combined in a way that controls for capitalization, and style biases (equities), and interest rate bets (fixed income) versus benchmark indices while focusing primarily on issue selection as a means to add value. Monitoring activities to evaluate performance against targets and measure investment risk take place on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. The following table summarizes the actual allocation of our pension plan assets at the November 30 measurement date as well as our target allocation. Asset Category Target Allocation Ranges Plan Assets Fiscal 2005 Plan Assets Fiscal 2004 Domestic Equity 45.0% — 70.0% 60.7% 62.8% International Equity 7.0% — 20.0% 10.1% 9.7% Domestic Fixed Income 25.0% — 35.0% 23.5% 26.7% Cash and Other 0.0% — 15.0% 5.7% 0.8% Total 100.0% 100.0% The expected long-term rate of return for plan assets was determined based on the projection of asset class return expectations applied to the target asset allocation of the plan assets. Consideration was given to widely- accepted capital market principles, long-term return analysis for global fixed income and equity markets, the active total return oriented portfolio management style as well as the diversification needs and rebalancing characteristics of the plan. Long-term trends were evaluated relative to market factors such as inflation, interest rates and fiscal and monetary polices in order to assess the capital market assumptions. The company expects to contribute approximately $25.0 million to its non-union defined benefit pension plans during fiscal 2006. F-34
  • 81. SUPERVALU INC. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table summarizes the estimated future benefit payments, which reflect expected future service as appropriate, that are expected to be paid: Pension Benefits Post Retirement Benefits (In thousands) Fiscal Year 2006 $ 23,480 $ 8,800 2007 24,580 9,500 2008 25,780 10,200 2009 27,480 10,700 2010 29,880 11,200 2011-2015 195,900 61,800 The pension benefits also reflect the estimated future benefit payments for the non-contributory, unfunded pension plans sponsored by the company. Employer contributions under the defined contribution 401(k) and profit sharing plans are determined by plan provisions or at the discretion of the company’s Retirement Committee and were $18.3 million, $17.1 million and $8.0 million for fiscal 2005, 2004, and 2003, respectively. Under the defined contribution 401(k) plan, employees have the option of contributing between 2 percent and 15 percent of pretax earnings. Plan assets also include 3.0 million shares of the company’s common stock at February 26, 2005 and February 28, 2004. The company also participates in several multi-employer plans providing defined benefits to union employees under the provisions of collective bargaining agreements. These plans require the company to make contributions thereto as negotiated in such collective bargaining agreements. The company incurred expense related to the union pension plans of $37.0 million, $34.2 million and $35.2 million for fiscal 2005, 2004 and 2003, respectively. Currently, some of these plans are underfunded in that the present value of accrued liabilities exceeds the current value of the assets held in trust to pay benefits. If the company were to exit certain markets or otherwise cease making contributions to these plans at this time, it could trigger a withdrawal liability that would require the company to fund its proportionate share of a plan’s unfunded vested benefits. There are many variables that affect future funding requirements such as investment returns and benefit levels. SHAREHOLDER RIGHTS PLAN On April 24, 2000, the company announced that the Board of Directors adopted a Shareholder Rights Plan under which one preferred stock purchase right is distributed for each outstanding share of common stock. The rights, which expire on April 12, 2010, are exercisable only under certain conditions, and may be redeemed by the Board of Directors for $0.01 per right. The plan contains a three-year independent director evaluation provision whereby a committee of the company’s independent directors will review the plan at least once every three years. The rights become exercisable, with certain exceptions, after a person or group acquires beneficial ownership of 15 percent or more of the outstanding voting stock of the company. SEGMENT INFORMATION Refer to page F-7 for the company’s segment information. F-35
  • 82. UNAUDITED QUARTERLY FINANCIAL INFORMATION (In thousands, except per share data) Unaudited quarterly financial information for SUPERVALU INC. and subsidiaries is as follows: Fiscal Year Ended February 26, 2005 First (16 wks) Second (12 wks) Third (12 wks) Fourth (12 wks) Year (52 wks) Net sales $5,910,649 $4,486,963 $4,555,122 $4,590,506 $19,543,240 Gross profit $ 845,037 $ 655,138 $ 660,197 $ 701,396 $ 2,861,768 Net earnings $ 149,411 $ 78,536 $ 64,943 $ 92,933 $ 385,823 Net earnings per common share—basic $ 1.10 $ 0.58 $ 0.48 $ 0.69 $ 2.86 Net earnings per common share—diluted $ 1.04 $ 0.55 $ 0.46 $ 0.65 $ 2.71 Dividends declared per common share $ 0.1450 $ 0.1525 $ 0.1525 $ 0.1525 $ 0.6025 Weighted average shares—basic 135,244 135,230 134,343 135,116 135,003 Weighted average shares—diluted 145,378 144,888 144,058 145,243 144,924 Fiscal Year Ended February 28, 2004 First (16 wks) Second (12 wks) Third (12 wks) Fourth (13 wks) Year (53 wks) Net sales $5,836,287 $4,590,650 $4,738,983 $5,043,759 $20,209,679 Gross profit $ 800,746 $ 637,248 $ 645,630 $ 753,626 $ 2,837,250 Net earnings $ 73,670 $ 62,232 $ 48,616 $ 95,620 $ 280,138 Net earnings per common share—basic $ 0.55 $ 0.46 $ 0.36 $ 0.71 $ 2.09 Net earnings per common share—diluted $ 0.54 $ 0.45 $ 0.35 $ 0.67 $ 2.01 Dividends declared per common share $ 0.1425 $ 0.1450 $ 0.1450 $ 0.1450 $ 0.5775 Weighted average shares—basic 133,719 133,885 133,983 134,366 133,975 Weighted average shares—diluted 141,936 143,364 143,680 144,366 143,236 Note: Fiscal 2005 and fiscal 2004 net earnings include after-tax restructure and other items of $16.7 million and $9.8 million, respectively. In accordance with EITF No. 04-08, as described in the Notes to the Consolidated Financial Statements, the shares associated with the company’s contingently convertible debentures are included in the diluted earnings per share computation and quarterly results for the first three quarters of the fiscal year ended February 26, 2005 and for all of the fiscal year ended February 28, 2004 have been restated from previously reported amounts. The quarterly earnings per share as reported and as restated for fiscal 2005 and 2004 follows: Quarterly Earnings Per Share Fiscal 2005 As Reported As Restated First Quarter $1.09 $1.04 Second Quarter 0.57 0.55 Third Quarter 0.48 0.46 Fiscal 2004 First Quarter $0.55 $0.54 Second Quarter 0.46 0.45 Third Quarter 0.36 0.35 Fourth Quarter 0.70 0.67 F-36
  • 83. SUPERVALU INC. and Subsidiaries SCHEDULE II—Valuation and Qualifying Accounts COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E Description Balance at beginning of year Additions Deductions Balance at end of year Allowance for doubtful accounts: Year ended: February 26, 2005 $18,531,000 9,755,000 5,763,000 $22,523,000 February 28, 2004 21,913,000 8,396,000 11,778,000 18,531,000 February 22, 2003 22,941,000 14,768,000 15,796,000 21,913,000 Allowance for notes receivable accounts: Year ended: February 26, 2005 $15,913,000 583,000 5,256,000 $11,240,000 February 28, 2004 13,948,000 2,083,000 118,000 15,913,000 February 22, 2003 18,876,000 951,000 5,879,000 13,948,000 Closed properties reserves: Year ended: February 26, 2005 $47,205,000 12,889,000 22,648,000 $37,446,000 February 28, 2004 49,873,000 10,809,000 13,477,000 47,205,000 February 22, 2003 74,996,000 3,169,000 28,292,000 49,873,000 F-37
  • 87. Jeffrey Noddle Chairman, Chief Executive Officer and President David L. Boehnen Executive Vice President John H. Hooley Executive Vice President; President, Retail Food Companies Michael L. Jackson Executive Vice President; President & Chief Operating Officer, Distribution Food Companies Pamela K. Knous Executive Vice President & Chief Financial Officer Robert W. Borlik Senior Vice President & Chief Information Officer Roger E. Davidson Senior Vice President; Chief Operating Officer, Retail Food Companies J. Andrew Herring Senior Vice President; Executive Vice President, Retail Pharmacies Gregory C. Heying Senior Vice President, Distribution Food Companies Sherry M. Smith Senior Vice President, Finance and Treasurer David E. Pylipow Senior Vice President, Human Resources Karen T. Borman Vice President, Financial Planning & Analysis, Distribution Food Companies Leland J. Dake Vice President, Merchandising, Distribution Food Companies Matthew R. Desmond Vice President, Real Estate Kristin A. Hayes Vice President, Strategic Planning Stephen P. Kilgriff Vice President, Legal Edward B. Mitchell Vice President, Employee Relations David M. Oliver Vice President, Controller Yolanda M. Scharton Vice President, Investor Relations & Corporate Communications James L. Stoffel Vice President, Financial Planning Edward J. McManus President, Cub Foods Eastern Region John P. Breedlove Associate General Counsel Corporate Secretary Warren E. Simpson Senior Corporate Counsel Assistant Secretary Irwin Cohen (a, d) Retired Partner Deloitte & Touche LLP A professional services firm, providing audit, tax, financial advisory and consulting services Ronald E. Daly (c, d) Businessperson, Former CEO Océ USA Holding, Inc. A supplier of digital document management technology and services Lawrence A. Del Santo (b, c) Businessperson, Retired CEO The Vons Companies A retail grocery company Susan E. Engel (a, c) Chairwoman and CEO Department 56, Inc. A designer, importer and distributor of fine quality collectibles and other giftware products Edwin C. Gage (b, c) Chairman and CEO GAGE Marketing Group, LLC An integrated marketing services company Garnett L. Keith, Jr. (a, d) Chairman and CEO SeaBridge Investment Advisors, LLC A registered investment advisor Richard L. Knowlton (b, c) Chairman Hormel Foundation A charitable foundation, principal shareholder of Hormel Foods Corporation Charles M. Lillis (a, d) General Partner LoneTree Capital Management A private equity company Jeffrey Noddle (d) Chairman, CEO and President SUPERVALU INC. Marissa Peterson (b, d) Executive Vice President Sun Microsystems, Inc. A provider of hardware, software and services Steven S. Rogers (a, b) Clinical Professor of Finance and Management J. L. Kellogg Graduate School of Management Northwestern University SUPERVALU INC. BOARD OF DIRECTORS (a) Audit Committee (b) Director Affairs Committee (c) Executive Personnel and Compensation Committee (d) Finance Committee SUPERVALU INC. OFFICERS INVESTOR INFORMATION Transfer Agent and Registrar for general inquiries about SUPERVALU common stock, such as: • Dividend reinvestment • Automatic deposit of dividend checks • Certificate replacements • Account maintenance • Transfer of shares • Name or address change Please contact: Wells Fargo Shareowner Services PO Box 64854 St. Paul, MN 55164-0854 Phone: 877-536-3555 www.wellsfargo.com/shareownerservices COMMON STOCK SUPERVALU’s common stock is listed on the New York Stock Exchange under symbol SVU. As of April 15, 2005, there were approxi- mately 6,485 shareholders of record and approximately 48,000 share- holders in street name. INVESTOR INQUIRIES Documents filed with the SEC may be accessed through the company’s web site at www.supervalu.com. For a copy of the annual report or any documents filed with the SEC, please direct your request in writing to: John P. Breedlove Corporate Secretary SUPERVALU INC. PO Box 990 Minneapolis, MN 55440 For investor inquiries, visit the company’s web site at www.supervalu.com or contact: Yolanda M. Scharton Vice President, Investor Relations & Corporate Communications SUPERVALU INC. PO Box 990 Minneapolis, MN 55440
  • 88. PO Box 990 Minneapolis, MN 55440 (952) 828-4000 www.SUPERVALU.com