FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period (12 weeks) ended September 12, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ......... to .........
Commission file number 1-5418
SUPERVALU INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 41-0617000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 828-4000
Former name, former address and former fiscal year, if changed since last
report:
N/A
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of Common Stock
as of October 13, 1998 is as follows:
Title of Each Class Shares Outstanding
------------------- ------------------
Common Shares 120,497,219
PART I - FINANCIAL INFORMATION
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Item 1: Financial Statements
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CONSOLIDATED STATEMENTS OF EARNINGS
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
Second Quarter (12 weeks) ended
Sept 12, 1998 % of sales Sept 6, 1997 % of sales
- ------------------------------------------------------------------------------------------------------
NET SALES $3,937,318 100.00% $3,866,012 100.00%
COSTS AND EXPENSES:
Cost of sales 3,534,551 89.77 3,472,726 89.83
Selling and administrative expenses 308,127 7.83 303,649 7.85
Amortization of goodwill 4,773 0.12 4,557 0.12
Interest
Interest expense 27,274 0.69 29,846 0.77
Interest income 4,113 0.10 3,912 0.10
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Interest expense, net 23,161 0.59 25,934 0.67
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Total costs and expenses 3,870,612 98.31 3,806,866 98.47
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EARNINGS BEFORE EQUITY IN EARNINGS
OF SHOPKO AND INCOME TAXES 66,706 1.69 59,146 1.53
GAIN ON SALE OF SHOPKO -- -- 90,034 2.33
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EARNINGS BEFORE INCOME TAXES 66,706 1.69 149,180 3.86
PROVISION FOR INCOME TAXES
Current 24,211 58,756
Deferred 2,595 1,309
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Income tax expense 26,806 0.68 60,065 1.55
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NET EARNINGS $ 39,900 1.01% $ 89,115 2.31%
=========================================================
NET EARNINGS PER COMMON SHARE - BASIC $ .33 $ .72
NET EARNINGS PER COMMON SHARE - DILUTED $ .33 $ .71
Weighted average number of common
shares outstanding
Basic 120,753 124,118
Diluted 122,178 125,680
Dividends declared per common share $ .1325 $ .1300
See notes to consolidated financial statements.
All data subject to year-end audit.
2
CONSOLIDATED STATEMENTS OF EARNINGS
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
Year-to-date (28 weeks) Ended
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Sept 12, 1998 % of sales Sept 6, 1997 % of sales
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NET SALES $ 9,139,894 100.00% $ 8,899,315 100.00%
COSTS AND EXPENSES:
Cost of sales 8,218,306 89.92 8,004,900 89.95
Selling and administrative expenses 702,178 7.68 683,951 7.68
Amortization of goodwill 11,095 0.12 10,594 0.12
Interest
Interest expense 65,596 0.72 71,167 0.80
Interest income 10,290 0.11 9,030 0.10
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Interest expense, net 55,306 0.61 62,137 0.70
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Total costs and expenses 8,986,885 98.33 8,761,582 98.45
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EARNINGS BEFORE EQUITY IN EARNINGS
OF SHOPKO AND INCOME TAXES 153,009 1.67 137,733 1.55
EQUITY IN EARNINGS AND GAIN ON SALE
OF SHOPKO - - 93,364 1.05
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EARNINGS BEFORE INCOME TAXES 153,009 1.67 231,097 2.60
PROVISION FOR INCOME TAXES
Current 57,499 87,387
Deferred 3,812 4,829
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Income tax expense 61,311 0.67 92,216 1.04
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NET EARNINGS $ 91,698 1.00% $ 138,881 1.56%
============================================================
NET EARNINGS PER COMMON SHARE - BASIC $ .76 $ 1.07
NET EARNINGS PER COMMON SHARE - DILUTED $ .75 $ 1.06
Weighted average number of common
shares outstanding
Basic 120,645 129,740
Diluted 122,159 130,714
Dividends declared per common share $ .2625 $ .2550
See notes to consolidated financial statements.
All data subject to year-end audit.
3
CONDENSED CONSOLIDATED BALANCE SHEETS
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SUPERVALU INC. and Subsidiaries Second Quarter as of Fiscal Year End
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(In thousands) September 12, February 28,
ASSETS 1998 1998
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CURRENT ASSETS
Cash and cash equivalents $ 6,985 $ 6,100
Receivables, less allowance for losses of $13,959 at
September 12, 1998 and $13,415 at February 28, 1998 424,298 410,741
Inventories 1,090,542 1,115,529
Other current assets 77,016 79,690
--------------------------------
TOTAL CURRENT ASSETS 1,598,841 1,612,060
LONG-TERM NOTES RECEIVABLE 175,227 178,692
PROPERTY, PLANT AND EQUIPMENT, NET 1,628,881 1,589,601
GOODWILL 507,868 498,438
OTHER ASSETS 208,246 214,219
--------------------------------
TOTAL ASSETS $4,119,063 $4,093,010
================================
LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
Notes payable $ 126,681 $ 149,002
Accounts payable 995,388 924,371
Current debt and obligations under capital leases 295,744 179,594
Other current liabilities 201,817 204,193
--------------------------------
TOTAL CURRENT LIABILITIES 1,619,630 1,457,160
LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL LEASES 1,066,107 1,260,728
OTHER LIABILITIES AND DEFERRED INCOME TAXES 178,991 173,217
TOTAL STOCKHOLDERS' EQUITY 1,254,334 1,201,905
--------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,119,062 $4,093,010
================================
See notes to consolidated financial statements.
All data subject to year-end audit.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
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SUPERVALU INC. AND SUBSIDIARIES
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(In thousands, except per share data)
CAPITAL IN
PREFERRED COMMON EXCESS OF TREASURY RETAINED
STOCK STOCK PAR VALUE STOCK EARNINGS TOTAL
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BALANCES AT FEBRUARY 22, 1997 $ 5,908 $ 150,670 $ 99 $ (231,871) $ 1,382,617 $ 1,307,423
Net earnings - - - - 230,757 230,757
Sales of common stock
under option plans - - (4,123) 51,623 - 47,500
Cash dividends declared
on common stock -
$.515 per share - - - - (63,678) (63,678)
Compensation under employee
incentive plans - - 6,951 11,289 - 18,240
Purchase of shares for treasury - - - (338,337) - (338,337)
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BALANCES AT FEBRUARY 28,1998 5,908 150,670 2,927 (507,296) 1,549,696 1,201,905
Net earnings - - - - 91,698 91,698
Sales of common stock
under option plans - - (2,392) 20,871 - 18,479
Cash dividends declared
on common stock -
$.2625 per share - - - - (32,211) (32,211)
Compensation under employee
incentive plans - - 996 4,827 - 5,823
Purchase of shares for treasury - - - (31,360) - (31,360)
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BALANCES AT SEPTEMBER 12, 1998 $ 5,908 $ 150,670 $ 1,531 $ (512,958) $ 1,609,183 $ 1,254,334
===========================================================================================================================
See notes to consolidated financial statements.
All data subject to year-end audit.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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SUPERVALU INC. AND SUBSIDIARIES
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(In thousands)
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YEAR-TO-DATE
(28 WEEKS ENDED)
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SEPT 12, SEPT 6,
1998 1997
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- -------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 290,629 $ 271,112
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of ShopKo stock - 305,153
Additions to long-term notes receivable (20,270) (40,799)
Proceeds from sale of property, plant and equipment 24,339 60,252
Purchase of property, plant and equipment (150,532) (106,441)
Other cash provided by (used in) investing activities 3,826 (11,136)
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (142,637) 207,029
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in checks outstanding, net of deposits 38,921 12,192
Net reduction of short-term notes payable (22,321) (47,297)
Proceeds from issuance of long-term debt 83,500 --
Repayment of long-term debt (186,445) (125,723)
Payments for purchase of treasury stock (31,360) (265,195)
Other cash used in financing activities (29,402) (19,484)
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NET CASH USED IN FINANCING ACTIVITIES (147,107) (445,507)
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Net increase in cash and cash equivalents 885 32,634
Cash and cash equivalents at beginning of year 6,100 6,539
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CASH AND CASH EQUIVALENTS AT END OF SECOND QUARTER $ 6,985 $ 39,173
===========================================================================================
Supplemental Information:
Pretax LIFO income (expense) $ 2,233 $ (2,550)
Pretax depreciation and amortization $ 122,172 $ 122,617
See notes to consolidated financial statements.
All data subject to year-end audit.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
- -------------------
The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1998 annual report of SUPERVALU INC.
("SUPERVALU" or the "company").
Stock Split
- -----------
On July 1, 1998 the company announced a two-for-one stock split, to be effected
in the form of a 100 percent stock dividend for shareholders of record on July
20, 1998. All share and per share data have been adjusted to reflect the stock
dividend.
Statement of Registrant
- -----------------------
The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the condensed
consolidated financial position of the company and its subsidiaries at September
12, 1998 and September 6, 1997 and the results of the company's operations and
condensed cash flows for the periods then ended. These interim results are not
necessarily indicative of the results of the fiscal years as a whole.
7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
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RESULTS OF OPERATIONS
- ---------------------
RESULTS FOR THE QUARTER:
The company reported sales of $3.9 billion for fiscal 1999 and fiscal 1998. Net
earnings for the quarter were $39.9 million and both basic and diluted earnings
per share were $.33. After excluding the non-recurring gain from the sale of its
investment in ShopKo Stores, Inc. ("ShopKo"), last year net earnings were $35.5
million, basic earnings per share was $.29 and diluted earnings per share was
$.28. The following table sets forth net sales by segment:
Net Sales by Segment
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(In thousands) Second Quarter (12 weeks)
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September 12, 1998 September 6, 1997
Net Sales % of Total Net Sales % of Total
- ----------------------------------------------------------------------------------------
Food distribution - net $ 2,792,919 70.9% $ 2,784,767 72.0%
Retail food 1,144,399 29.1 1,081,245 28.0
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Total net sales $ 3,937,318 100.0% $ 3,866,012 100.0%
========================================================================================
NET SALES
Net sales increased 1.8 percent compared to last year, positively impacted by a
.3 percent increase in food distribution sales and a 5.8 percent increase in
retail food sales. Sales gains were achieved despite the low inflationary
environment.
Food distribution continued to achieve sales increases by adding net new
independent customers and stores. Retail food sales increased over last year
primarily due to new store openings over the past twelve months and an increase
in same-store sales of 3.5 percent. The 5.8 percent increase in retail food
sales was achieved despite the closing or sale of underperforming stores in the
prior year.
GROSS PROFIT
Gross profit as a percentage of net sales was 10.2 percent, even with last year.
Food distribution and retail food gross profit as a percent of net sales were
consistent with last year.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 8.0 percent of net sales, even with
last year. Food distribution and retail food selling and administrative expenses
as a percent of net sales were consistent with last year.
8
OPERATING EARNINGS
The company's operating earnings (earnings before interest, equity in earnings
and gain on sale of ShopKo and income taxes) increased 5.6 percent to $89.9
million compared with $85.1 million last year. Operating earnings before
depreciation and amortization increased to $142.8 million compared with $138.3
million last year, a 3.3 percent increase. Food distribution operating earnings
were $70.3 million compared to $70.4 million last year. Retail food operating
earnings increased 27.9 percent to $26.0 million from $20.3 million. The
increase in retail food operating earnings was due to the strong same store
sales performance and selling and administrative expense controls.
INTEREST EXPENSE AND INCOME
Interest expense decreased to $27.3 million compared with $29.8 million last
year, reflecting lower average borrowings. Interest income increased to $4.1
million compared with $3.9 million last year, primarily due to increased
retailer financing.
EQUITY IN EARNINGS AND GAIN ON SALE OF SHOPKO
During the second quarter of last year, the company exited its remaining 46
percent investment in ShopKo. The transaction resulted in a pretax gain of $90.0
million or $.43 per share in the second quarter of last year. Due to the sale,
there was no equity in earnings recorded in either quarter.
NET EARNINGS
Net earnings were $39.9 million or $.33 per share - basic and diluted, compared
with last year's net earnings of $89.1 million or $.72 per share - basic ($.71
per share - diluted). Excluding ShopKo, last year's net earnings would have been
$35.5 million or $.29 per share - basic ($.28 per share - diluted). Weighted
average shares - diluted declined to 122.2 million compared with last year's
125.7 million primarily due to the repurchase of shares with proceeds from the
ShopKo transaction.
YEAR-TO-DATE RESULTS:
The following table sets forth net sales by segment:
Net Sales by Segment
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(In thousands) Year-to-Date (28 weeks)
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September 12, 1998 September 6, 1997
Net Sales % of Total Net Sales % of Total
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Food distribution - net $ 6,586,892 72.1% $ 6,453,217 72.5%
Retail food 2,553,002 27.9 2,446,098 27.5
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Total net sales $ 9,139,894 100.0% $ 8,899,315 100.0%
========================================================================================
9
NET SALES
Net sales increased 2.7 percent compared to last year, positively impacted by a
2.1 percent increase in food distribution sales and a 4.4 percent increase in
retail food sales. Sales gains were achieved despite the low inflationary
environment.
Food distribution continued to achieve sales increases by adding net new
independent customers and stores. Retail food sales increased over last year
primarily due to new store openings over the past twelve months and an increase
in same-store sales of 2.3 percent. The 4.4 percent increase in retail food
sales was achieved despite the closing or sale of underperforming stores in the
prior year.
GROSS PROFIT
Gross profit as a percentage of net sales was 10.1 percent, even with last year.
Food distribution and retail food gross profit as a percent of net sales were
consistent with last year.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales, even with
last year. Food distribution and retail food selling and administrative expenses
as a percent of net sales were consistent with last year.
OPERATING EARNINGS
The company's operating earnings (earnings before interest, equity in earnings
and gain on sale of ShopKo and income taxes) increased to $208.3 million
compared with $199.9 million last year. Operating earnings before depreciation
and amortization increased to $ 330.5 million compared with $322.5 million last
year, a 2.5 percent increase. Food distribution operating earnings increased 2.0
percent to $160.3 million from $157.2 million. Retail food operating earnings
increased 11.9 percent to $63.2 million from $56.5 million. The increase in
retail food operating earnings was due to the strong same store sales
performance and selling and administrative expense controls.
INTEREST EXPENSE AND INCOME
Interest expense decreased to $65.6 million compared with $71.2 million last
year, reflecting lower average borrowings. Interest income increased to $10.3
million compared with $9.0 million last year, primarily due to increased
retailer financing.
EQUITY IN EARNINGS AND GAIN ON SALE OF SHOPKO
During the second quarter of last year, the company exited its remaining 46
percent investment in ShopKo. The transaction resulted in a pretax gain of $90.0
million or $.41 per share last year. Due to the sale, there was no equity in
earnings recorded in the current year compared with $3.3 million or $.03 per
share last year.
INCOME TAXES
The effective tax rate increased to 40.1 percent compared with 39.9 percent last
year. The increase in the effective tax rate was due to the elimination of
ShopKo earnings.
10
NET EARNINGS
Net earnings were $91.7 million or $.76 per share - basic ($.75 per share -
diluted) compared with last year's net earnings of $138.9 million or $1.07 per
share - basic ($1.06 per share - diluted). Excluding ShopKo, last year's net
earnings would have been $81.9 million or $.63 per share - basic and diluted.
Weighted average shares - diluted declined to 122.2 million compared with last
year's 130.7 million primarily due to the repurchase of 13.8 million shares in
the second quarter of last year, with proceeds from the ShopKo transaction.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Internally generated funds from operations continued to be the major source of
liquidity and capital growth. Cash provided from operations year-to-date was
$290.6 million compared with $271.1 million last year. Cash provided from
operations of $290.6 million and the issuance of long term debt of $83.5 million
was primarily used to repay long term debt of $186.4 million and finance capital
expenditures of $150.5 million.
SUPERVALU will continue to use short-term and long-term debt as a supplement to
internally generated funds to finance its activities. The company has a $400
million "shelf registration" in effect pursuant to which the company could issue
$159 million of additional debt securities. During the year the company issued
$83.5 million of bonds under the existing "shelf registration". The bonds issued
had average coupon rates of 6.6 percent with seven and eight year maturities. A
$400 million revolving credit agreement, with rates tied to LIBOR plus .180 to
.275 percent, also is in place and expires in October 2002. The revolving credit
agreement is available for general corporate purposes and to support the
company's commercial paper program. There were no drawings on the revolving
credit agreement during the year. Total commercial paper outstanding as of the
end of the second quarter was $100 million. Maturities of debt will depend on
management's views with respect to the relative attractiveness of interest rates
at the time of issuance.
YEAR 2000
- ---------
GENERAL
SUPERVALU's company wide Year 2000 Project ("Project") is proceeding on
schedule. The Project is addressing the issue of application systems,
information technology (IT) systems and technologies which include embedded
systems being able to distinguish between the year 1900 and the year 2000. In
1996, the company began establishing processes for evaluating and managing the
risks associated with the Project. The Project is divided into six components.
These components include program management, communications, application
conversions and technology upgrades, contingency planning, quality assurance and
external entities. The company is using both internal and external resources to
implement the Project. The work to complete the Project is expected to be
completed by mid to late 1999.
11
The company has relationships with a significant number of key business
partners. The company has initiated formal communications with its key business
partners and has initiated formal contingency planning processes to mitigate the
risk to the company if the business partners are not prepared for the year 2000.
This is planned to be completed by mid 1999. There can be no guarantee that the
business partners will successfully and timely reprogram or replace and test all
of their own computer hardware, software and process control systems. While the
failure of a single business partner to achieve year 2000 compliance should not
have a material adverse effect on the company's results of operations, the
failure of several key business partners could have such an effect.
COSTS
The total costs associated with required modifications to become Year 2000
compliant is not expected to be material to the company's financial position.
The company has incurred costs to date of $16.8 million. Estimated costs for the
remainder of work is $9.5 million for a total projected Project cost of $26.3
million.
RISKS
While the effort to assess and correct the company's Year 2000 issues are
expected to be complete prior to related forecasted failure horizons, the
company is taking specific measures to assess risks and develop specific
contingency plans. A formal process is being developed to assess business
critical functions and create action plans which will describe the
communications, operations and IT activities that will be conducted if the
contingency plan must be executed.
The costs of the Project and the completion dates are based on management's best
estimates, which were derived from assumptions of future events including the
availability of resources, key business partner modifications plans and other
factors. There can be no guarantee that these estimates will be achieved and
actual results could vary due to uncertainties.
The Company's Year 2000 efforts are ongoing and its overall Project will
continue to evolve as new information becomes available. The failure to correct
a material Year 2000 problem could result in an interruption in certain normal
business activities and operations. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third parties with whom the company relies on, the company is
unable to determine at this time whether the consequences of Year 2000 failures
will have a material adverse impact on the company's results of operation but
the company believes that, with the implementation of new business systems and
completion of the Project as scheduled, the possibility of significant
interruptions of normal operations should be reduced.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The information in this 10Q includes forward-looking statements. Important risks
and uncertainties that could cause actual results to differ materially from
those discussed in such forward looking statements are detailed in Exhibit 99.1
to the company's Annual Report on Form 10-K for the fiscal year ended February
28, 1998 and under the caption "Year 2000" in this Form 10-Q; other risks or
uncertainties may be detailed from time to time in the company's future
Securities and Exchange Commission filings.
12
PART II - OTHER INFORMATION
Item 5. Other Information.
- ------- ------------------
On October 9, 1998, the Board of Directors approved amendments to the
Company's Revised Bylaws to revise the "advance notice" bylaw
governing the requirements of prior notice for stockholder proposals
being submitted for Annual Meetings of Stockholders. As a result of
such amendments, the Company's Revised Bylaws now require a
stockholder's written notice to be received by the Company not later
than the close of business on the 120th day nor earlier than the close
of business on the 150th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the
stockholder to be timely must be delivered not earlier than the close
of business on the 150th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such
meeting is first made. In the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Company at least
100 days prior to the first anniversary of the preceding year's annual
meeting, a stockholders' notice required by the Revised Bylaws will
also be considered timely, but only with respect to the nominees for
any new positions created by such increase, if such notice is
delivered to the Company not later than the close of business on the
10th day following the day on which a public announcement is first
made by the Company. Furthermore, in the event the Company calls a
special meeting of stockholders for the purpose of electing one or
more directors to the Board of Directors, a stockholder may nominate
an individual for election to the Board of Directors, if the
stockholder's notice is delivered to the Company not earlier than the
close of business on the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Based on the Revised Bylaws, as amended, if a
stockholder desires to submit a proposal or nominate a person for
election as a director at the 1999 Annual Meeting of Stockholders (and
such business is not the subject of a stockholder proposal timely
submitted for inclusion in the Company's Proxy Statement) written
notice of such business containing the information required under the
Company's Revised Bylaws must be received by the Company at its
principal executive offices on or before March 3, 1999, but no earlier
than February 1, 1999. The foregoing description of the Restated
Bylaws, as amended, is qualified in its entirety by reference to the
full text of the Company's Restated Bylaws, as amended, filed as
Exhibit (3) hereto and incorporated by reference herein.
13
Item 6. Exhibits and Reports on Form 8-K.
- ------- ---------------------------------
(a) Exhibits filed with this Form 10-Q:
(3) Restated Bylaws of SUPERVALU INC., as amended.
(10)a. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.
(10)b. SUPERVALU INC. Long-Term Incentive Plan, as amended.
(10)c. Amendments to the SUPERVALU INC. Executive
Deferred Compensation Plan, as amended, and the
SUPERVALU INC. Executive Deferred Compensation
Plan II, as amended.
(10)d. Amended and Restated SUPERVALU INC. Grantor Trust.
(10)e. SUPERVALU INC. Directors Retirement Program, as amended.
(10)f. SUPERVALU INC. Non-Employee Directors Deferred
Stock Plan, as amended.
(10)g. SUPERVALU INC. Deferred Compensation Plan for
Non-Employee Directors, as amended.
(10)h. Third Amendment of the SUPERVALU INC. Non-Qualified
Supplemental Executive Retirement Plan.
(10)i. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program.
(11) Computation of Earnings Per Common Share.
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter.
14
SIGNATURES
Pursuant to the requirements 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)
Dated: October 23, 1998 By: /s/ Pamela K. Knous
-------------------------------
Pamela K. Knous
Executive Vice President, Chief
Financial Officer
(Authorized officer of Registrant)
15