-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AMlYQoqRK6OotWugK6EU+n3IuanahDNFRPGcdeEb8uu4dzxiq4PZ7/AWCYiKG5Lo IlubUAato2r8XfO0TE65OQ== 0000950131-94-000027.txt : 19940119 0000950131-94-000027.hdr.sgml : 19940119 ACCESSION NUMBER: 0000950131-94-000027 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931204 FILED AS OF DATE: 19940118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERVALU INC CENTRAL INDEX KEY: 0000095521 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 410617000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0224 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-05418 FILM NUMBER: 94501666 BUSINESS ADDRESS: STREET 1: 11840 VALLEY VIEW RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128284000 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VALU STORES INC DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q 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 December 4, 1993 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ........................ to .................... Commission file number 1-5418 SUPERVALU INC. (Exact name of registrant as specified in its Charter) DELAWARE 41-0617000 ................................................................................ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 11840 Valley View Road, Eden Prairie, Minnesota 55344 ................................................................................ (Address of principal 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 January 1, 1994 is as follows: Title of Each Class Shares Outstanding ------------------- ------------------ Common Shares 71,976,373 PART I - FINANCIAL INFORMATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 1: Financial Statements - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF EARNINGS - -------------------------------------------------------------------------------- SUPERVALU INC. and Subsidiaries - -------------------------------------------------------------------------------- (In thousands, except per share data)
Third Quarter (12 Weeks) Ended ------------------------------------ December 4, 1993 December 5, 1992 - ------------------------------------------------------------------------------- Net sales $3,670,298 $2,960,400 Costs and expenses Cost of sales 3,339,028 2,721,491 Selling and administrative expenses 243,553 176,865 Amortization of goodwill 2,715 239 Interest Interest expense 27,103 19,127 Interest income 6,913 5,818 ------------------------------ Interest expense, net 20,190 13,309 ------------------------------ Total costs and expenses 3,605,486 2,911,904 ------------------------------ Earnings before equity in earnings of ShopKo and income taxes 64,812 48,496 Equity in earnings of ShopKo 6,474 7,965 ------------------------------ Earnings before income taxes 71,286 56,461 Provision for income taxes Current 19,224 19,857 Deferred 6,824 (122) ------------------------------ Income taxes, net 26,048 19,735 ------------------------------ Net earnings $ 45,238 $ 36,726 ============================== Net earnings per common share: $0.63 $0.51 Weighted average number of common shares outstanding 71,937 71,393 Dividends declared per common share $0.220 $0.195 Supplemental information: After-tax LIFO income (expense) ($2,919) ($657)
All data subject to year-end audit. See notes to consolidated financial statements. (2) CONSOLIDATED STATEMENTS OF EARNINGS - ------------------------------------------------------------------------------- SUPERVALU INC. and Subsidiaries - ------------------------------------------------------------------------------- (In thousands, except per share data)
Year-to-Date (40 Weeks) Ended ------------------------------------ December 4, 1993 December 5, 1992 - ------------------------------------------------------------------------------- Net sales $12,249,905 $8,714,263 Costs and expenses Cost of sales 11,188,502 8,019,739 Selling and administrative expenses 777,844 495,905 Amortization of goodwill 9,050 780 Interest Interest expense 93,529 51,973 Interest income 22,626 18,385 ------------------------------------ Interest expense, net 70,903 33,588 ------------------------------------ Total costs and expenses 12,046,299 8,550,012 ------------------------------------ Earnings before equity in earnings of ShopKo and income taxes 203,606 164,251 Equity in earnings of ShopKo 10,084 15,030 ------------------------------------ Earnings before income taxes 213,690 179,281 Provision for income taxes Current 75,652 67,400 Deferred 5,392 (2,696) ------------------------------------ Income taxes, net 81,044 64,704 ------------------------------------ Net earnings $ 132,646 $ 114,577 ==================================== Net earnings per common share: $1.85 $1.61 Weighted average number of common shares outstanding 71,760 71,383 Dividends declared per common share $0.635 $0.570 Supplemental information: After-tax LIFO income $16 $1,632
All data subject to year-end audit. See notes to consolidated financial statements. (3) CONSOLIDATED BALANCE SHEETS
- ------------------------------------------------------------------------------- SUPERVALU INC. and Subsidiaries Third Quarter as of Fiscal Year End - ------------------------------------------------------------------------------- (In thousands) December 4, December 5, February 27, Assets 1993 1992 1993 - ------------------------------------------------------------------------------- Current Assets Cash and cash equivalents $ 2,536 $ 2,673 $ 1,773 Receivables, less allowance for losses of $43,331 at December 4, 1993, $42,016 at December 5, 1992 and $38,593 at February 27, 1993 386,962 398,149 357,709 Inventories 1,255,632 1,362,852 1,134,059 Other current assets 79,425 102,179 80,052 ------------------------------------------ Total current assets 1,724,555 1,865,853 1,573,593 Long-term notes receivable 93,401 106,296 82,534 Long-term investment in direct financing leases 75,364 98,282 92,103 Property, plant and equipment Land 157,226 140,606 162,451 Buildings 786,825 732,496 732,515 Property under construction 78,057 59,624 38,386 Leasehold improvements 119,579 90,400 103,620 Equipment 834,753 858,262 840,922 Assets under capital leases 165,891 163,052 183,236 ------------------------------------------ 2,142,331 2,044,440 2,061,130 Less accumulated depreciation and amortization Owned property, plant and equipment 730,741 631,867 647,735 Assets under capital leases 30,607 27,742 29,154 ------------------------------------------ Net property, plant and equipment 1,380,983 1,384,831 1,384,241 Investment in ShopKo 170,482 159,044 165,464 Goodwill 427,445 438,714 436,215 Other assets 308,502 245,339 330,039 ------------------------------------------ Total assets $4,180,732 $4,298,359 $4,064,189 ========================================== Liabilities and Stockholders' Equity - ------------------------------------------------------------------------------- Current Liabilities Notes payable $ 204,556 $ 322,025 $ 251,496 Accounts payable 945,131 942,186 864,917 Current maturities of long-term debt 6,716 5,014 6,493 Current obligations under capital leases 18,775 19,606 19,348 Other current liabilities 185,259 208,706 183,524 ------------------------------------------ Total current liabilities 1,360,437 1,497,537 1,325,778 Long-term debt 1,108,918 1,221,288 1,112,042 Long-term obligations under capital leases 223,830 238,882 235,344 Deferred income taxes 90,196 82,656 85,830 Other liabilities 166,912 166,474 170,375 Stockholders' equity Common stock 75,335 75,335 75,335 Capital in excess of par value 12,785 12,248 12,584 Retained earnings 1,231,438 1,108,344 1,144,374 Treasury stock, at cost (89,119) (104,405) (97,473) ------------------------------------------ Total stockholders' equity 1,230,439 1,091,522 1,134,820 ------------------------------------------ Total liabilities and stockholders' equity $4,180,732 $4,298,359 $4,064,189 ==========================================
Quarterly data subject to year-end audit. See notes to consolidated financial statements. (4) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------- SUPERVALU INC. and Subsidiaries - -------------------------------------------------------------------------------------------- (In thousands, except per share data) Common Stock Capital in -------------- Excess of Treasury Retained Shares Amount Par Value Stock Earnings Total - -------------------------------------------------------------------------------------------- BALANCES AT FEBRUARY 29, 1992 75,335 $75,335 $12,755 ($91,496) $1,034,387 $1,030,981 Net earnings - - - - 164,526 164,526 Sales of common stock under option plans - - (932) 8,321 - 7,389 Cash dividends declared on common stock - $.765 per share - - - - (54,539) (54,539) Compensation under employee incentive plan - - 761 6,003 - 6,764 Purchase of 787 shares for treasury - - - (20,301) - (20,301) ------------------------------------------------------------- BALANCES AT FEBRUARY 27, 1993 75,335 75,335 12,584 (97,473) 1,144,374 1,134,820 Net earnings - - - - 132,646 132,646 Sales of common stock under option plans - - 184 8,972 - 9,156 Cash dividends declared on common stock - $.635 per share - - - - (45,582) (45,582) Forfeitures under employee incentive plans - - 17 (618) - (601) ------------------------------------------------------------- BALANCES AT DECEMBER 4, 1993 75,335 $75,335 $12,785 ($89,119) $1,231,438 $1,230,439 ==============================================================
Quarterly data subject to year-end audit. See notes to consolidated financial statements. (5) CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPERVALU INC. and Subsidiaries (In thousands) Year-to-date (40 weeks ended) ------------------------ December 4, December 5, 1993 1992 - ------------------------------------------------------------------------------ Cash flows from operating activities Net earnings $ 132,646 $ 114,577 Adjustments to reconcile net earnings to net cash provided from (used in) operating activities: Equity in earnings of ShopKo (10,084) (15,030) Dividends received from ShopKo 4,863 4,868 Depreciation and amortization 143,039 93,634 Provision for losses on receivables 6,027 5,088 Gain on sale of property, plant and equipment (174) (1,988) Deferred income taxes 5,392 (2,696) Treasury shares contributed to employee incentive plans 18 2,371 Change in assets and liabilities: Receivables (35,280) (21,510) Inventory (121,573) (109,431) Other current assets (1,540) 8,514 Direct finance leases 6,590 8,120 Accounts payable 80,214 95,791 Other liabilities (2,297) (82,345) - ------------------------------------------------------------------------------ Net cash provided from operating activities 207,841 99,963 - ------------------------------------------------------------------------------ Cash flows from investing activities Additions to long-term notes receivable (30,822) (24,665) Payments received on long-term notes receivable (19,955) 20,818 Net reductions to note receivable from Shopko - 180,078 Proceeds from sale of property, plant and equipment 10,103 7,889 Purchase of property, plant and equipment (138,826) (129,027) Business acquisition, net of cash acquired - (643,718) Other investing activities 31,712 7,431 - ------------------------------------------------------------------------------ Net cash used in investing activities (107,878) (581,194) - ------------------------------------------------------------------------------ Cash flows from financing activities Net reduction of short-term notes payable (46,940) (38,416) Proceeds from issuance of long-term debt 3,000 701,362 Repayment of long-term debt (5,901) (109,979) Reduction of obligations under capital leases (13,503) (13,983) Sale of common stock under option plans 7,907 3,350 Cash dividends paid (43,763) (39,675) Purchase of treasury stock - (20,301) - ------------------------------------------------------------------------------ Net cash (used in) provided from financing activities (99,200) 482,358 - ------------------------------------------------------------------------------ Net increase in cash and cash equivalents 763 1,127 Cash and cash equivalents at beginning of year 1,773 1,546 - ------------------------------------------------------------------------------ Cash and cash equivalents at end of third quarter $ 2,536 $ 2,673 ============================================================================== All data subject to year-end audit. See notes to consolidated financial statements.
(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 1993 annual report of SUPERVALU INC. ("SUPERVALU" or the "company"). Wetterau - -------- The following unaudited pro forma results of operations assumes the acquisition occurred at the beginning of the periods presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the date indicated, or which may occur in the future.
Third Quarter Year to Date (In thousands, except 12 weeks ended 40 weeks ended per share amounts) Dec. 5, 1992 Dec. 5, 1992 -------------- -------------- Net sales $3,848,834 $12,712,215 Net earnings 36,851 117,024 Net earnings per common share $.52 $1.64
Statement of Registrant - ----------------------- The data presented herein is unaudited but, in the opinion of management, includes all adjustments (which consist only of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the company and its subsidiaries at December 4, 1993 and December 5, 1992 and the results of the company's operations and cash flows for the periods then ended. These interim results are not necessarily indicative of the results of the fiscal years as a whole. A limited review of this data has been performed by the company's independent certified public accountants, Deloitte & Touche. A copy of their report is attached as an exhibit to this report. (7) Item 2: Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations --------------------- Results of Operations - --------------------- The following table sets forth items from the company's Consolidated Statements of Earnings as percentages of net sales:
Third Quarter Year-to-Date (12 weeks) Ended (40 weeks) Ended ------------------------------------- Fiscal Fiscal Fiscal Fiscal 1994 1993 1994 1993 - ------------------------------------------------------------------------------- Net sales 100.00% 100.00% 100.00% 100.00% Cost of sales (90.97) (91.93) (91.34) (92.03) Selling and administrative (6.71) (5.98) (6.42) (5.70) Interest expense (.74) (.65) (.76) (.60) Interest income .18 .20 .18 .21 - ------------------------------------------------------------------------------- Earnings before equity in earnings of ShopKo, and income taxes 1.76 1.64 1.66 1.88 Equity in earnings of ShopKo .18 .27 .08 .17 Provision for income taxes (.71) (.67) (.66) (.74) - ------------------------------------------------------------------------------- Net earnings 1.23% 1.24% 1.08% 1.31% ===============================================================================
Net sales: Net sales increased 24% and 41% over last year for the third quarter and year- to-date, respectively. The increase was principally due to the acquisition of Wetterau Incorporated ("Wetterau"). Last year's quarterly results included 4 weeks of Wetterau operations. Results were also affected by the weak retail environment and a negligible rate of inflation. Food distribution net sales increased 20% for the quarter and 37% year-to-date compared to the respective periods in the prior year. Adjusting for the sale of the Salem division in January 1993 and the Wetterau acquisition, food distribution net sales would have increased 1% in the third quarter and year-to-date. The retail food segment net sales increased 38% over prior year third quarter and 53% over prior year-to-date, principally due to the acquisition of Wetterau. Without the Wetterau acquisition, retail sales would have increased 4% for the third quarter and 3% year-to-date over the prior year. The principal reason for these increases was the opening of new Cub stores. Same-store sales declined 2.4% in the third quarter and 2.7% year-to-date. New Cub Foods stores opening in existing markets and the weak economy in the Northeast contributed to the decline in same-store sales. (8) Net Sales by Segment
- ------------------------------------------------------------------------------- (In thousands) Third Quarter (12 weeks) -------------------------------------------------- Dec 4, 1993 Dec 5, 1992 ----------------------- ---------------------- Net Sales % of total Net Sales % of total ----------- ---------- ---------- ---------- Food distribution $ 2,819,455 76.8% $2,344,358 79.2% Retail food 850,843 23.2% 616,042 20.8% - ------------------------------------------------------------------------------- $ 3,670,298 100.0% $2,960,400 100.0% ================================================================================ Year-to-Date (40 weeks) -------------------------------------------------- Dec 4, 1993 Dec 5, 1992 ------------------------ ---------------------- Net Sales % of total Net Sales % of total ----------- ----------- ---------- ---------- Food distribution $ 9,513,372 77.7% $6,921,328 79.4% Retail food 2,736,533 22.3% 1,792,935 20.6% - ------------------------------------------------------------------------------- $12,249,905 100.0% $8,714,263 100.0% ================================================================================
Gross profit: Gross profit improved as a percentage of net sales, increasing to 9.0% and 8.7% for the third quarter and year-to-date. This increase of 96 basis points for the quarter and 69 basis points year-to-date was due primarily to the growing proportion of the higher margined retail food business within the company's total sales mix. The increase in the company's retail food business was mainly attributable to the acquisition of Wetterau. The positive impact of the changing sales mix was slightly offset by Wetterau's food distribution group which incurred lower gross profit than the company's historical business. Selling and administrative expenses: Selling and administrative expenses as a percentage of net sales was 6.7% for the third quarter compared to 6.0% last year. Year-to-date, the percentage was 6.4% compared to 5.7% last year. The increase in the proportion of the company's retail food operations is the principal reason for the increased percentage of selling and administrative expenses. Retail food operations typically have higher selling and administrative expenses as a percentage of sales than the food distribution operations. In addition, the higher percentages were impacted by Wetterau which, on a percentage of net sales basis, incurred higher selling and administrative costs in the food distribution and retail food segments than the company's historical business. (9) Operating earnings: The company's pre-tax operating earnings (earnings before interest, corporate expenses, equity in earnings of ShopKo Stores, Inc. ("ShopKo"), and taxes) increased 37% to $90.4 million in the third quarter and 40% to $294.7 million year-to-date. Food distribution pre-tax operating earnings increased 35% to $84.3 million and 39% to $274.2 million for the third quarter and year-to-date, respectively. The acquisition of Wetterau was the primary reason for the improved operating results. Retail food pre-tax operating earnings increased 67% to $6.1 million for the third quarter and 58% to $20.6 million year-to-date. Improved operating results at Cub Foods and the acquisition of Wetterau were the principal reasons for the increase. Interest income and expense: Interest income increased to $6.9 and $22.6 million for the third quarter and year-to-date, respectively, compared to $5.8 and $18.4 million for the respective periods last year. The increase in interest income was due to notes receivable acquired in conjunction with the Wetterau acquisition. Interest expense increased $8.0 million in the third quarter and $41.6 million year-to- date over the respective periods last year, due to interest on debt associated with the acquisition of Wetterau. Equity in earnings of ShopKo: Equity in earnings of ShopKo decreased $1.5 million and $4.9 million for the third quarter and year-to-date, respectively, compared to last year. As reported by ShopKo, the decrease in net earnings of ShopKo was due to lower gross margins and higher selling, general and administrative expenses. Competitive pricing pressures and lower-than-expected sales in apparel and seasonal merchandise resulted in the decrease in gross margins. Costs relating to the opening of new and remodeled stores and expenses to centralize certain merchandise and replenishment functions caused the increase in the selling, general and administrative expenses. ShopKo's net earnings were also negatively impacted by the cumulative effect of a change in accounting for future post- retirement medical benefits which was recorded as of the first quarter. In addition, the increased tax rate due to the tax law change negatively affected net earnings. Provision for income taxes: The provision for income tax as a percentage of pre-tax net earnings increased over the prior year third quarter and year-to-date due to the Omnibus Budget Reconciliation Act of 1993. Additional tax expense for the third quarter because of the new tax act was $.7 million, while year-to-date additional expense totaled $3.0 million. Net earnings: Net earnings for the third quarter and year-to-date were $45.2 and $132.6 million, compared to last year's earnings of $36.7 and $114.6 million, respectively. The increase in net earnings was due principally to the Wetterau acquisition. (10) Liquidity and Capital Resources - ------------------------------- Internally-generated funds, principally from the company's food distribution operations, continue to be the major source of capital for liquidity and capital growth. Last year such internally-generated funds were supplemented by external financing to fund the Wetterau acquisition. Cash provided from operating activities increased to $207.8 million year-to-date fiscal 1994, up from $100.0 million last year. Management does not anticipate the need for external financing except for leases or if significant acquisitions are completed. The company will continue to use short-term and long-term debt to finance its acquisition activities if additional funds are necessary. To that end, the company has a "shelf registration" in effect in which the company could sell an additional $150 million of long-term debt without further registration. In addition, the company has $400 million of short-term credit available. The company's long-term debt ratings are considered strong with an A rating from Standard and Poor's and an A3 rating from Moody's. These strong ratings, the available credit facilities and the internally generated funds provide the company with the financial flexibility to meet its anticipated liquidity needs. (11) PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K. - ------ -------------------------------- (a) Exhibits filed with this Form 10-Q: (15) Letters from Deloitte & Touche regarding unaudited interim financial information. (b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended December 4, 1993. 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) By: _____________________________________ Isaiah Harris Date: January 18, 1994 Vice President and Controller (Chief Accounting Officer and duly authorized officer of Registrant) 10Q12493:1 (12) EX-15 2 REPORT OF DELOITTE & TOUCHE Exhibit (15) to Quarterly Report on Form 10-Q Page 1 of 2 LETTER REGARDING UNAUDITED INFORMATION Stockholders and Board of Directors SUPERVALU INC. Eden Prairie, Minnesota We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim information of SUPERVALU INC. and subsidiaries for the periods ended December 4, 1993 and December 5, 1992, as indicated in our report dated January 10, 1994; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended December 4, 1993, is incorporated by reference in Registration Statements (No.33-15731, No.33-31430, and No.33-52422) on Form S-3 and (No.33-28310, No.33-16934, No.2-56896, and No.33-50071) on Form S-8. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE Minneapolis, Minnesota January 10, 1994 (13) Exhibit (15) to Quarterly Report on Form 10-Q Page 2 of 2 INDEPENDENT ACCOUNTANTS' REVIEW REPORT Stockholders and Board of Directors SUPERVALU INC. Eden Prairie, Minnesota We have reviewed the accompanying consolidated balance sheets of SUPERVALU INC. and subsidiaries (the Company) as of December 4, 1993 and December 5, 1992 and the related consolidated statements of earnings and cash flows for the 12-week and 40-week periods then ended and the consolidated statement of stockholders' equity for the interim period ended December 4, 1993. These consolidated financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of SUPERVALU INC. and subsidiaries as of February 27, 1993 and the related consolidated statements of earnings, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated April 8, 1993, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 27, 1993 and the consolidated statement of stockholders' equity for the year then ended is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived. DELOITTE & TOUCHE Minneapolis, Minnesota January 10, 1994 (14) -----END PRIVACY-ENHANCED MESSAGE-----