8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 31, 2013

SUPERVALU INC.

(Exact name of registrant as specified in its charter)

Delaware	1-5418	41-0617000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7075 Flying Cloud Drive Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (952) 828-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events

On May 31, 2013, SUPERVALU INC. issued a News Release announcing the expiration of its previously announced modified “Dutch Auction” tender offer to purchase up to $372,018,000 aggregate principal amount of its 8.000% Senior Notes due 2016.  A copy of this News Release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
99.1	News Release of SUPERVALU INC. issued on May 31, 2013

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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 hereunto duly authorized.

Dated: May 31, 2013
	SUPERVALU INC.
	By:	/s/ Sherry M. Smith
	Sherry M. Smith
	Executive Vice President and
	Chief Financial Officer
	(Authorized Officer of Registrant)

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EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release of SUPERVALU INC., dated May 31, 2013

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EX-99.1

EXHIBIT 99.1

SUPERVALU Announces Expiration of Tender Offer

MINNEAPOLIS—(BUSINESS WIRE)—May 31, 2013—SUPERVALU INC. (NYSE: SVU) (“SUPERVALU”) today announced the expiration of its previously announced modified “Dutch Auction” tender offer (the “Offer”) to purchase up to $372,018,000 (the “Tender Cap”) aggregate principal amount of its 8.000% Senior Notes due 2016 (the “Notes”) on the terms and conditions set forth in the Offer to Purchase, dated May 2, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”) sent to holders of the Notes.

As of 12:00 midnight, New York City time, at the end of May 30, 2013 (the “Expiration Time”), $373,053,000 in aggregate principal amount of the Notes had been validly tendered (and not validly withdrawn) pursuant to the Offer. As of 12:00 midnight, New York City time, at the end of May 15, 2013 (the “Early Tender Time”), an aggregate principal amount of Notes equal to the Tender Cap were validly tendered (and not validly withdrawn) pursuant to the Offer. All Notes validly tendered (and not validly withdrawn) pursuant to the Offer at or prior to the Early Tender Time were accepted for purchase and settled by SUPERVALU on May 21, 2013 (the “Early Settlement Date”). As a result of the Offer being fully subscribed at the Early Tender Time and the acceptance priority for Notes described in the Offer to Purchase, no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not accepted for purchase will be promptly returned or credited to the applicable holder’s account.

This press release is for informational purposes only and does not constitute an offer to purchase, the solicitation of an offer to purchase or a solicitation of tenders. The Offer was made solely pursuant to the Offer Documents.

Forward-looking Statements

This release contains certain “forward-looking statements” (as such term is defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) relating to future events of SUPERVALU. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performances will differ materially from such predictions.

About SUPERVALU INC.

SUPERVALU INC. is one of the largest grocery wholesalers and retailers in the U.S. with annual sales of approximately $17 billion. SUPERVALU serves customers across the United States through a network of approximately 3,420 stores, composed of 1,900 independent stores serviced primarily by the Company’s food distribution business; 1,331 Save-A-Lot stores, of which 950 are operated by licensee owners; and 191 traditional retail grocery stores. Headquartered in Minnesota, SUPERVALU has approximately 35,000 employees. For more information about SUPERVALU visit www.supervalu.com.

Investor Contact

Steve Bloomquist

952-828-4144

steve.j.bloomquist@supervalu.com