10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period (16 weeks) ended June 14, 2014.

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.)
7075 FLYING CLOUD DRIVE EDEN PRAIRIE, MINNESOTA	55344
(Address of principal executive offices)	(Zip Code)

(952) 828-4000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of July 18, 2014, there were 260,775,933 shares of the issuer’s common stock outstanding.

SUPERVALU INC. and Subsidiaries

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

Item		Page
	PART I – FINANCIAL INFORMATION
1.	Financial Statements (Unaudited)
	Condensed Consolidated Segment Financial Information		1
	Condensed Consolidated Statements of Operations		2
	Condensed Consolidated Statements of Comprehensive Income		3
	Condensed Consolidated Balance Sheets		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
3.	Quantitative and Qualitative Disclosures About Market Risk		28
4.	Controls and Procedures		29
	PART II – OTHER INFORMATION
1.	Legal Proceedings		30
1A.	Risk Factors		31
2.	Unregistered Sales of Equity Securities and Use of Proceeds		31
3.	Defaults Upon Senior Securities		31
4.	Mine Safety Disclosures		31
5.	Other Information		31
6.	Exhibits		31
	Signatures		33

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUPERVALU INC. and Subsidiaries

CONDENSED CONSOLIDATED SEGMENT FINANCIAL INFORMATION

(Unaudited)

(In millions, except percent data)

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Net sales
Independent Business	$	2,400		$	2,463
% of total		45.9	%		47.0	%
Save-A-Lot		1,348			1,266
% of total		25.7	%		24.2	%
Retail Food		1,428			1,428
% of total		27.3	%		27.2	%
Corporate		58			84
% of total		1.1	%		1.6	%
Total net sales	$	5,234		$	5,241
		100.0	%		100.0	%
Operating earnings
Independent Business	$	66		$	55
% of Independent Business sales		2.8	%		2.3	%
Save-A-Lot		46			52
% of Save-A-Lot sales		3.4	%		4.1	%
Retail Food		30			7
% of Retail Food sales		2.1	%		0.4	%
Corporate		(7	)		(30	)
Total operating earnings		135			84
% of total net sales		2.6	%		1.6	%
Interest expense, net		64			249
Equity in earnings of unconsolidated affiliates		(1	)		(1	)
Earnings (loss) from continuing operations before income taxes		72			(164	)
Income tax provision (benefit)		24			(62	)
Net earnings (loss) from continuing operations		48			(102	)
(Loss) income from discontinued operations, net of tax		(3	)		190
Net earnings including noncontrolling interests		45			88
Net earnings attributable to noncontrolling interests		2			3
Net earnings attributable to SUPERVALU INC.	$	43		$	85

See Notes to Condensed Consolidated Financial Statements.

1

SUPERVALU INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except percent and per share data)

	First Quarter Ended
	June 14, 2014 (16 weeks)			% of Net sales			June 15, 2013 (16 weeks)			% of Net sales
Net sales	$	5,234			100.0	%	$	5,241			100.0	%
Cost of sales		4,482			85.6			4,446			84.8
Gross profit		752			14.4			795			15.2
Selling and administrative expenses		617			11.8			711			13.6
Operating earnings		135			2.6			84			1.6
Interest expense, net		64			1.2			249			4.8
Equity in earnings of unconsolidated affiliates		(1	)		—			(1	)		—
Earnings (loss) from continuing operations before income taxes		72			1.4			(164	)		(3.1	)
Income tax provision (benefit)		24			0.5			(62	)		(1.2	)
Net earnings (loss) from continuing operations		48			0.9			(102	)		(2.0	)
(Loss) income from discontinued operations, net of tax		(3	)		(0.1	)		190			3.6
Net earnings including noncontrolling interests		45			0.9			88			1.7
Net earnings attributable to noncontrolling interests		2			—			3			0.1
Net earnings attributable to SUPERVALU INC.	$	43			0.8	%	$	85			1.6	%
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18					$	(0.43	)
Discontinued operations	$	(0.01	)				$	0.78
Basic net earnings per share	$	0.17					$	0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18					$	(0.43	)
Discontinued operations	$	(0.01	)				$	0.77
Diluted net earnings per share	$	0.17					$	0.34
Weighted average number of shares outstanding:
Basic		260						246
Diluted		262						250

See Notes to Condensed Consolidated Financial Statements.

2

SUPERVALU INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	First Quarter Ended
	June 14, 2014 (16 weeks)		June 15, 2013 (16 weeks)
Net earnings including noncontrolling interests	$	45	$	88
Other comprehensive income:
Amortization of actuarial loss on pension and other postretirement benefit obligations, net of tax of $5 and $11, respectively		11		18
Comprehensive income including noncontrolling interests		56		106
Comprehensive income attributable to noncontrolling interests		2		3
Comprehensive income attributable to SUPERVALU INC.	$	54	$	103

See Notes to Condensed Consolidated Financial Statements.

3

SUPERVALU INC. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

	June 14, 2014			February 22, 2014
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	90		$	83
Receivables, net		500			493
Inventories, net		916			861
Other current assets		107			106
Total current assets		1,613			1,543
Property, plant and equipment, net		1,447			1,497
Goodwill		847			847
Intangible assets, net		41			43
Deferred tax assets		260			287
Other assets		146			157
Total assets	$	4,354		$	4,374
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	1,055		$	1,043
Accrued vacation, compensation and benefits		193			190
Current maturities of long-term debt and capital lease obligations		43			45
Other current liabilities		216			213
Total current liabilities		1,507			1,491
Long-term debt		2,486			2,486
Long-term capital lease obligations		233			246
Pension and other postretirement benefit obligations		483			536
Long-term tax liabilities		142			140
Other long-term liabilities		185			205
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.01 par value: 400 shares authorized; 261 and 260 shares issued, respectively		3			3
Capital in excess of par value		2,824			2,862
Treasury stock, at cost, 4 shares		(67	)		(101	)
Accumulated other comprehensive loss		(296	)		(307	)
Accumulated deficit		(3,152	)		(3,195	)
Total SUPERVALU INC. stockholders’ deficit		(688	)		(738	)
Noncontrolling interests		6			8
Total stockholders’ deficit		(682	)		(730	)
Total liabilities and stockholders’ deficit	$	4,354		$	4,374

See Notes to Condensed Consolidated Financial Statements.

4

SUPERVALU INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Cash flows from operating activities
Net earnings including noncontrolling interests	$	45		$	88
(Loss) income from discontinued operations, net of tax		(3	)		190
Net earnings (loss) from continuing operations		48			(102	)
Adjustments to reconcile Net earnings (loss) from continuing operations to Net cash provided by (used in) operating activities – continuing operations:
Asset impairment and other charges		2			182
Net gain on sale of assets and exits of surplus leases		(7	)		(4	)
Depreciation and amortization		89			98
LIFO charge		2			—
Deferred income taxes		6			6
Stock-based compensation		7			12
Net pension and other postretirement benefits cost		9			25
Contributions to pension and other postretirement benefit plans		(45	)		(72	)
Other adjustments		6			12
Changes in operating assets and liabilities, net of effects from business acquisitions		(60	)		(255	)
Net cash provided by (used in) operating activities – continuing operations		57			(98	)
Net cash used in operating activities – discontinued operations		—			(86	)
Net cash provided by (used in) operating activities		57			(184	)
Cash flows from investing activities
Proceeds from sale of assets		4			3
Purchases of property, plant and equipment		(37	)		(18	)
Payments for business acquisitions		(5	)		—
Other		6			1
Net cash used in investing activities – continuing operations		(32	)		(14	)
Net cash provided by investing activities – discontinued operations		—			101
Net cash (used in) provided by investing activities		(32	)		87
Cash flows from financing activities
Proceeds from issuance of debt		—			1,989
Proceeds from sale of common stock		2			173
Payments of debt and capital lease obligations		(13	)		(1,953	)
Distributions to noncontrolling interests		(4	)		(5	)
Payments of debt financing costs		(3	)		(145	)
Other		—			2
Net cash (used in) provided by financing activities – continuing operations		(18	)		61
Net cash used in financing activities – discontinued operations		—			(37	)
Net cash (used in) provided by financing activities		(18	)		24
Net increase (decrease) in cash and cash equivalents		7			(73	)
Cash and cash equivalents at beginning of period		83			149
Cash and cash equivalents at the end of period	$	90		$	76
SUPPLEMENTAL CASH FLOW INFORMATION
The Company’s non-cash activities were as follows:
Capital lease asset additions and related obligations	$	—		$	2
Purchases of property, plant and equipment included in Accounts payable	$	16		$	7
Interest and income taxes paid:
Interest paid (net of amounts capitalized)	$	58		$	93
Income taxes paid (net of refunds)	$	(3	)	$	19

See Notes to Condensed Consolidated Financial Statements.

5

SUPERVALU INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars and shares in millions, except per share data)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Registrant

The accompanying condensed consolidated financial statements of SUPERVALU INC. (“SUPERVALU” or the “Company”) for the first quarters ended June 14, 2014 and June 15, 2013 are unaudited and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary to present fairly the financial condition and results of operations for such periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014. The results of operations for the first quarter ended June 14, 2014 are not necessarily indicative of the results expected for the full year. The Condensed Consolidated Balance Sheet as of February 22, 2014 has been derived from the audited Consolidated Balance Sheet as of that date.

Accounting Policies

The summary of significant accounting policies is included in the Notes to Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

Fiscal Year

The Company’s fiscal year ends on the last Saturday in February. During fiscal 2015, the Company’s first quarter consists of 16 weeks, the second and third quarters both consist of 12 weeks, the fourth quarter consists of 13 weeks and the fiscal year ended February 28, 2015 consists of 53 weeks.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s banking arrangements allow the Company to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of June 14, 2014 and February 22, 2014, the Company had net book overdrafts of $118 and $134, respectively.

Inventories, Net

Inventories are valued at the lower of cost or market. Substantially all of the Company’s inventory consists of finished goods and a substantial portion of the Company’s inventories have a last-in, first-out (“LIFO”) reserve applied. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs, as the actual valuation of inventory under the LIFO method is computed at the end of each year based on the inventory levels and costs at that time. If the first-in, first-out method had been used, Inventories, net would have been higher by approximately $204 at June 14, 2014 and $202 at February 22, 2014. The Company recorded a LIFO charge of $2 and $0 for the first quarters ended June 14, 2014 and June 15, 2013, respectively.

6

Revisions

In the first quarter of fiscal 2015, the Company revised the presentation of noncontrolling interests as reflected in the Condensed Consolidated Financial Statements. Net earnings attributable to noncontrolling interests were previously presented within Selling and administrative expenses in the Condensed Consolidated Statements of Operations and have been revised to be presented separately as Net earnings attributable to noncontrolling interests. Noncontrolling interests were previously presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets and have been revised as a component of Stockholders’ deficit. Distributions to noncontrolling interests were previously presented as a reduction of cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows and have been revised to be presented within distributions to noncontrolling interests within financing activities. In addition, the Company revised the presentation of equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates was previously presented in Net sales and has been revised to be presented separately as Equity in earnings of unconsolidated affiliates. The revisions did not impact Net earnings attributable to SUPERVALU INC. or net earnings per share for any period. Management has determined that the presentation changes are not material to any period reported. Prior period amounts have been revised to conform to the current period presentation.

Recently Adopted Accounting Standards

In July 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance under accounting standard update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This accounting standard update requires entities to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. The Company adopted ASU 2013-11 in the first quarter of fiscal 2015, which resulted in a reclassification of less than $1 of unrecognized tax benefits and other credits against deferred tax assets.

In April 2014, the FASB issued authoritative guidance under ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this ASU, disposals must represent a strategic shift that should have a major effect on operations and financial results and allows for continuing involvement in order to meet certain classification and disclosure requirements. Certain disclosures for disposals of individually significant components of an entity that do not qualify for discontinued operations presentation are also required. This ASU is effective prospectively for disposals that have not been reported in previously issued financial statements. The Company adopted ASU 2014-08 in the first quarter of fiscal 2015 and the adoption did not have an impact on the Company’s Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

In May 2014, the FASB issued authoritative guidance under ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition requirements and provides a new comprehensive revenue recognition model requiring entities to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU will be adopted by the Company during the first quarter of fiscal 2018. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently evaluating which approach it will apply and the potential adoption impact on its Consolidated Financial Statements.

NOTE 2 – BUSINESS ACQUISITIONS

Rainbow Stores

On May 6, 2014, the Company entered into asset purchase agreements with RBF, LLC (the “Seller”) and Roundy’s Supermarkets, Inc. (“Roundy’s”). In addition, on May 6, 2014, several independent retailer customers and franchisees, including Diamond Lake 1994 L.L.C. in which the Company has a minority ownership interest, also executed asset purchase agreements with the Seller and Roundy’s.

Subsequent to the end of the first quarter of fiscal 2015, the Company closed on the purchase of certain assets and assumed certain liabilities related to seven Rainbow Foods grocery stores, 11 Rainbow Foods pharmacy locations, one Rainbow Foods liquor store, and three Rainbow Foods grocery stores in which the Company has a minority interest. The Company intends to operate five of the grocery stores, all pharmacies and the liquor store under the Cub Foods banner and two of the grocery stores are operating as Rainbow Foods grocery stores. The Company acquired Roundy’s RAINBOW™ trademarks. Total consideration for stores acquired by the Company was approximately $33 plus cash payments of approximately $5 for inventories. In addition, the Company assumed certain off-balance sheet obligations, including operating leases and multi-employer pension obligations with respect to the acquired stores. Preliminary purchase accounting allocations have not been completed.

The three grocery stores acquired by Diamond Lake 1994 L.L.C are operating under the Cub Foods banner.

7

Save-A-Lot Licensee Stores

During the first quarter ended June 14, 2014, the Company paid $5 to acquire equipment, leasehold improvements, inventory and intangible assets associated with 14 licensed Save-A-Lot stores. These Condensed Consolidated Financial Statements reflect the preliminary purchase accounting allocation, which will be completed in the second quarter of fiscal 2015.

NOTE 3 – GOODWILL AND INTANGIBLE ASSETS

Changes in the Company’s Goodwill and Intangible assets consisted of the following:

	February 22, 2014			Additions			Impairments		Other net adjustments		June 14, 2014
Goodwill:
Independent Business goodwill	$	710		$	—		$	—	$	—	$	710
Save-A-Lot goodwill		137			—			—		—		137
Total goodwill	$	847		$	—		$	—	$	—	$	847
	February 22, 2014			Additions/ Amortization			Impairments		Other net adjustments		June 14, 2014
Intangible assets:
Customer lists, customer relationships, favorable operating leases and other (accumulated amortization of $81 and $78 as of June 14, 2014 and February 22, 2014, respectively)	$	111		$	—		$	—	$	1	$	112
Trademarks and tradenames – indefinite useful lives		9			—			—		—		9
Non-compete agreements (accumulated amortization of $2 and $2 as of June 14, 2014 and February 22, 2014, respectively)		3			—			—		—		3
Total intangible assets		123			—			—		1		124
Accumulated amortization		(80	)		(3	)				—		(83	)
Total intangible assets, net	$	43									$	41

Amortization of intangible assets with definite useful lives was $3 and $2 for the first quarters ended June 14, 2014 and June 15, 2013, respectively. Future amortization expense is anticipated to average approximately $5 per fiscal year for each of the next five fiscal years.

NOTE 4 – RESERVES FOR CLOSED PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT-RELATED IMPAIRMENT CHARGES

Reserves for Closed Properties

The Company maintains reserves for costs associated with closures of retail stores, distribution centers and other properties that are no longer being utilized in current operations. The Company provides for closed property operating lease liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments after the closing date, reduced by estimated subtenant rentals that could be reasonably obtained for the property. Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs differing from original estimates.

Changes in the Company’s reserves for closed properties consisted of the following:

	June 14, 2014
Reserves for closed properties at beginning of the fiscal year	$	47
Additions		1
Payments		(4	)
Adjustments		(1	)
Reserves for closed properties at the end of period	$	43

Property, Plant and Equipment and Lease Reserve Impairment Charges

Property, plant and equipment and lease reserve impairment charges are recorded as a component of Selling and administrative expenses in the Condensed Consolidated Statements of Operations. The calculation of the closed property charges requires significant judgments and estimates including estimated subtenant rentals, discount rates, and future cash flows based on the Company’s experience and knowledge of the market in which the closed property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

8

In the first quarter of fiscal 2015, the Company did not incur any property, plant and equipment-related impairment charges. In the first quarter of fiscal 2014, property, plant and equipment-related assets with a carrying amount of $21 were written down to their fair value of $5, resulting in impairment charges of $16. First quarter fiscal 2014 impairment charges primarily related to the write-off of certain software support tools that would no longer be utilized in operations and surplus property impairments.

NOTE 5 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows:

Level 1	–	Quoted prices in active markets for identical assets or liabilities;
Level 2	–	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3	–	Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.

Impairment charges related to lease reserves and property, plant and equipment recorded during the first quarter of fiscal 2014 discussed in Note 4 – Reserves for Closed Properties and Property, Plant and Equipment-Related Impairment Charges were measured at fair value using Level 3 inputs. Property, plant and equipment impairment charges and finalization adjustments recorded in the first quarter of fiscal 2014, related to New Albertson’s, Inc. (“NAI”), were measured at fair value using Level 3 inputs and recorded in (Loss) income from discontinued operations, net of tax, and are discussed in Note 15 – Discontinued Operations.

Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable, accrued salaries and other current assets and liabilities, the fair values approximate book values due to their short maturities.

The estimated fair value of notes receivable was greater than their book value by approximately $2 as of June 14, 2014 and February 22, 2014. Notes receivable are valued based on a discounted cash flow approach applying a market rate for similar instruments using Level 3 inputs.

The estimated fair value of the Company’s long-term debt (including current maturities) was greater than the book value by approximately $83 as of June 14, 2014 and February 22, 2014. The estimated fair value was based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs.

NOTE 6 – LONG-TERM DEBT

The Company’s long-term debt consisted of the following:

	June 14, 2014			February 22, 2014
4.50% Secured Term Loan Facility due March 2019	$	1,474		$	1,474
1.91% to 4.00% Revolving ABL Credit Facility due February 2019		—			—
8.00% Senior Notes due May 2016		628			628
6.75% Senior Notes due June 2021		400			400
Other		14			18
Net discount on debt, using an effective interest rate of 4.63% to 8.58%		(14	)		(16	)
Total debt		2,502			2,504
Less current maturities of long-term debt		(16	)		(18	)
Long-term debt	$	2,486		$	2,486

The Company’s credit facilities and certain long-term debt agreements have restrictive covenants and cross-default provisions which generally provide, subject to the Company’s right to cure, for the acceleration of payments due in the event of a breach of a covenant or a default in the payment of a specified amount of indebtedness due under certain other debt agreements. The Company was in compliance with all such covenants and provisions for all periods presented.

9

Senior Secured Credit Agreements

As of June 14, 2014 and February 22, 2014, the Company had outstanding borrowings of $1,474 under its six-year $1,500 term loan facility (the “Secured Term Loan Facility”), secured by substantially all of the Company’s real estate, equipment and certain other assets, which bears interest at the rate of LIBOR plus 3.50 percent and includes a floor on LIBOR set at 1.00 percent. The Secured Term Loan Facility is guaranteed by the Company’s material subsidiaries (together with the Company, the “Term Loan Parties”). To secure their obligations under the Secured Term Loan Facility, the Company granted a perfected first-priority security interest for the benefit of the facility lenders in the Term Loan Parties’ equity interest in Moran Foods, LLC, the parent entity of the Company’s Save-A-Lot business, and the Term Loan Parties granted a perfected first priority security interest in substantially all of their intellectual property and a first priority mortgage lien and security interest in certain owned or ground-leased real estate and associated equipment pledged as collateral. As of June 14, 2014 and February 22, 2014, there was $684 and $704, respectively, of owned or ground-leased real estate and associated equipment pledged as collateral, which was included in Property, plant and equipment, net in the Condensed Consolidated Balance Sheets. In addition, the obligations of the Term Loan Parties under the Secured Term Loan Facility are secured by second-priority security interests in the collateral securing the Company’s five-year $1,000 asset-based revolving ABL credit facility (the “Revolving ABL Credit Facility”). As of June 14, 2014 and February 22, 2014, $2 and $0, respectively, of the Secured Term Loan Facility was classified as current.

The loans under the Secured Term Loan Facility may be voluntarily prepaid in certain minimum principal amounts, subject to the payment of breakage or similar costs and, in certain circumstances, a prepayment fee. Pursuant to the Secured Term Loan Facility, the Company must, subject to certain customary reinvestment rights, apply 100 percent of Net Cash Proceeds (as defined in the facility) from certain types of asset sales (excluding proceeds of the collateral security of the Revolving ABL Credit Facility and other secured indebtedness) to prepay the loans outstanding under the Secured Term Loan Facility. Beginning with the fiscal year ended February 22, 2014, the Company must prepay loans outstanding under the facility no later than 90 days after the fiscal year end in an aggregate principal amount equal to a percentage (which percentage ranges from 0 to 50 percent depending on the Company’s Total Secured Leverage Ratio (as defined in the facility) as of the last day of such fiscal year) of Excess Cash Flow (as defined in the facility) for the fiscal year then ended minus any voluntary prepayments made during such fiscal year with Internally Generated Cash (as defined in the facility). The potential amount of prepayment from Excess Cash Flow that will be required for fiscal 2015 is not reasonably estimable as of June 14, 2014.

On April 17, 2014, the Company entered into an amendment (the “ABL Amendment”) to its Revolving ABL Credit Facility that reduced the interest rates to LIBOR plus 1.50 percent to LIBOR plus 2.00 percent or prime plus 0.50 percent to 1.00 percent, depending on utilization. The ABL Amendment also eliminated the springing maturity provision that would have accelerated the maturity of the facility to 90 days prior to May 1, 2016 if more than $250 of the Company’s 8.00 percent Senior Notes due May 2016 remained outstanding as of that date. The springing maturity provision was replaced with a springing reserve provision that calls for a reserve to be placed against availability under the facility in the amount of any outstanding Material Indebtedness (as defined in the facility) that is due within 30 days of the date the reserve is established. The ABL Amendment also amended the facility to provide that the Company may incur additional term loans under the Secured Term Loan Facility in an aggregate principal amount of up to $500 instead of $250 as was in effect prior to the ABL Amendment, subject to identifying term loan lenders or other institutional lenders willing to provide the additional loans and satisfying certain terms and conditions. In addition, the ABL Amendment extended the maturity date of the facility to February 21, 2019 and contains modified covenants to give the Company additional strategic and operational flexibility.

As of June 14, 2014 and February 22, 2014, there were no outstanding borrowings under the Revolving ABL Credit Facility. As of June 14, 2014, letters of credit outstanding under the Revolving ABL Credit Facility were $97 at fees of 1.875 percent, and the unused available credit under this facility was $818 with facility fees of 0.375 percent. As of February 22, 2014, letters of credit outstanding under the Company’s previous revolving credit facility due March 2018 were $101 at fees of 2.125 percent, and the unused available credit under this facility was $786 with facility fees of 0.375 percent. As of June 14, 2014 and February 22, 2014, the Revolving ABL Credit Facility and the Company’s previous revolving credit facility due March 2018 was secured on a first priority basis by $1,115 and $1,066, respectively, of certain inventory assets included in Inventories, net, all eligible receivables included in Receivables, net, all of the Company’s pharmacy scripts included in Intangible assets, net and all credit card receivables of wholly-owned stores included in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The revolving loans under the Revolving ABL Credit Facility may be voluntarily prepaid in certain minimum principal amounts, in whole or in part, without premium or penalty, subject to breakage or similar costs. The Company and those subsidiaries named as borrowers under the Revolving ABL Credit Facility are required to repay the revolving loans in cash and provide cash collateral under this facility to the extent that the revolving loans and letters of credit exceed the lesser of the borrowing base then in effect or the aggregate amount of the lenders’ commitments under the Revolving ABL Credit Facility. During the first quarter of fiscal 2015, the Company borrowed and repaid $870 under its Revolving ABL Credit Facility and its previous revolving credit facility due March 2018. During the first quarter of fiscal 2014, the Company borrowed $1,114 and repaid $1,217 under its previous revolving credit facilities. Certain of the Company’s material subsidiaries are co-borrowers under the Revolving ABL Credit Facility, and this facility is guaranteed by the rest of the Company’s material subsidiaries (the Company and those subsidiaries named as borrowers and guarantors under the Revolving ABL Credit Facility, the “ABL Loan Parties”). To secure their obligations under this facility, the ABL Loan Parties have granted a perfected first-priority security interest for the benefit of the facility lenders in its present and future inventory, credit card, wholesale trade, pharmacy and certain other receivables, prescription files and related assets. In addition, the

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obligations under the Revolving ABL Credit Facility are secured by second-priority liens on and security interests in the collateral securing the Secured Term Loan Facility, subject to certain limitations to ensure compliance with the Company’s outstanding debt instruments and leases.

Debentures

The remaining $628 of 8.00 percent Senior Notes due 2016 and $400 of 6.75 percent Senior Notes due June 2021 contain operating covenants, including limitations on liens and on sale and leaseback transactions. The Company was in compliance with all such covenants and provisions for all periods presented.

NOTE 7 – INCOME TAXES

The tax rate for the first quarter of fiscal 2015 included $2 in discrete tax benefits. The tax rate for the first quarter of fiscal 2014 included $2 of discrete tax benefits and $2 of discrete tax expense.

During the first quarter ended June 14, 2014, unrecognized tax benefits increased $2 from the amounts disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014. The Company does not anticipate that its total unrecognized tax benefits will change significantly in the next 12 months.

As of June 14, 2014, the Company is no longer subject to federal income tax examinations for fiscal years prior to 2011 and in most states is no longer subject to state income tax examinations for fiscal years before 2006.

NOTE 8 – STOCK-BASED AWARDS

The Company recognized pre-tax stock-based compensation expense (included primarily in Selling and administrative expenses in the Condensed Consolidated Statements of Operations) related to stock options, restricted stock units, restricted stock awards and performance awards (collectively referred to as “stock-based awards”) of $7 and $12 for the first quarters of fiscal 2015 and 2014, respectively. In the first quarter of fiscal 2014, the Company recognized $9 of accelerated stock-based compensation charges in Selling and administrative expenses as a result of a deemed change-in-control, comprised of $5 from long-term incentive programs, $3 from restricted stock awards and $1 from stock options.

Stock Options

In May 2014 and May 2013, the Company granted 5 and 9 of non-qualified stock options to certain employees under the Company’s 2012 Stock Plan with weighted average grant date fair values of $3.28 per share and $2.78 per share, respectively. The stock options vest over a period of three years, and were awarded as part of a broad-based employee incentive program designed to retain and motivate employees across the Company.

The Company used the Black-Scholes option pricing model to estimate the fair value of the options at grant date based upon the following assumptions.

	First Quarter Ended
	June 14, 2014			June 15, 2013
Dividend yield		—	%		—	%
Volatility rate		50.8 – 53.2	%		49.3 – 51.3	%
Risk-free interest rate		1.2 – 1.6	%		0.6 – 1.0	%
Expected life		4.0 – 5.0 years			4.0 – 6.0 years

Restricted Stock Units

In the first quarter of fiscal 2015, the Company granted 2 restricted stock units (“RSUs”) to certain employees under the 2012 Stock Plan. The RSUs vest over a three year period from the date of grant and were granted at a fair value of $7.50 per unit.

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NOTE 9 – BENEFIT PLANS

Net periodic benefit expense and contributions for defined benefit pension and other postretirement benefit plans consisted of the following:

	First Quarter Ended
	Pension Benefits						Other Postretirement Benefits
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)			June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Service cost	$	—		$	—		$	—		$	1
Interest cost		39			37			1			1
Expected return on assets		(47	)		(43	)		—			—
Amortization of prior service benefit		—			—			(4	)		(4	)
Amortization of net actuarial loss		19			31			1			2
Net periodic benefit expense	$	11		$	25		$	(2	)	$	—
Contributions to benefit plans	$	(45	)	$	(71	)	$	—		$	(1	)

During each of the first quarters ended June 14, 2014 and June 15, 2013, the Company contributed $13 and $12, respectively, to various multi-employer pension plans, primarily defined benefit pension plans, under collective bargaining agreements.

NOTE 10 – NET EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share is calculated using net earnings (loss) attributable to SUPERVALU INC. stockholders divided by the weighted average number of shares outstanding during the period. Diluted net earnings (loss) per share is similar to basic net earnings (loss) per share except that the weighted average number of shares outstanding is computed after giving effect to the dilutive impacts of stock-based awards.

The following table reflects the calculation of basic and diluted net earnings (loss) per share:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Net earnings (loss) from continuing operations	$	48		$	(102	)
Less Net earnings attributable to noncontrolling interests		2			3
Net earnings (loss) from continuing operations attributable to SUPERVALU INC.		46			(105	)
(Loss) income from discontinued operations, net of tax		(3	)		190
Net earnings attributable to SUPERVALU INC.	$	43		$	85
Weighted average number of shares outstanding – basic		260			246
Dilutive impact of stock-based awards		2			4
Weighted average number of shares outstanding – diluted(1)		262			250
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18		$	(0.43	)
Discontinued operations	$	(0.01	)	$	0.78
Basic net earnings per share	$	0.17		$	0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations(1)	$	0.18		$	(0.43	)
Discontinued operations(1)	$	(0.01	)	$	0.77
Diluted net earnings per share	$	0.17		$	0.34

(1) Weighted average number of shares outstanding – diluted was equal to Weighted average number of shares outstanding – basic for the computation of diluted net loss per share from discontinued operations for the first quarter ended June 14, 2014 and diluted net loss per share from continuing operations for the first quarter ended June 15, 2013.

Stock-based awards of 17 and 20 were outstanding during the first quarter ended June 14, 2014 and June 15, 2013, respectively, but were excluded from the calculation of diluted net earnings (loss) per share from continuing operations for the periods because their inclusion would be antidilutive.

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NOTE 11 – NONCONTROLLING INTERESTS

Noncontrolling interests primarily include minority ownership interests in certain entities operating Retail Food stores under the Cub Foods banner. Pursuant to the terms of the ownership agreements, the Company is required to distribute cash flows generated by these entities on a proportionate basis based on ownership interest. A reconciliation of the beginning and ending carrying amount of the equity attributable to noncontrolling interests is as follows:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Equity attributable to noncontrolling interests at beginning of year	$	8		$	10
Net earnings attributable to noncontrolling interests		2			3
Distributions to noncontrolling interests		(4	)		(5	)
Equity attributable to noncontrolling interests at end of period	$	6		$	8

NOTE 12 – COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

The Company reports comprehensive income in the Condensed Consolidated Statements of Comprehensive Income. Comprehensive income includes all changes in stockholders’ deficit during the applicable reporting period, other than those resulting from investments by and distributions to stockholders. The Company’s comprehensive income is calculated as net earnings (loss) including noncontrolling interests plus or minus adjustments for pension and other postretirement benefit obligations, net of tax, less comprehensive income attributable to noncontrolling interests.

Accumulated other comprehensive loss represents the cumulative balance of other comprehensive income, net of tax, as of the end of the reporting period and relates to pension and other postretirement benefit obligation adjustments, net of tax. Changes in Accumulated other comprehensive loss by component is as follows:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Pension and postretirement benefit plan accumulated other comprehensive loss at beginning of the fiscal year, net of tax	$	307		$	612
Other comprehensive (income) loss before reclassifications, net of tax expense of $0 and $0, respectively		—			—
Amortization of amounts included in net periodic benefit cost, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Net current-period Other comprehensive income, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Divestiture of NAI pension plan accumulated other comprehensive income, net of tax expense of $0 and $31, respectively		—			(48	)
Pension and postretirement benefit plan accumulated other comprehensive loss at the end of period, net of tax	$	296		$	546

Upon completion of the sale of NAI in the first quarter of fiscal 2014, the Company disposed approximately $48 of Accumulated other comprehensive loss, which was a component of Stockholders’ deficit in the Consolidated Balance Sheets as of February 23, 2013, due to NAI’s assumption of a defined benefit pension plan established and operated under NAI.

Amortization of amounts included in net periodic benefit cost before tax were reclassified out of Accumulated other comprehensive loss into Selling and administrative expenses and Cost of sales of $12 and $4, respectively, for the first quarter of fiscal 2015 and $26 and $3 for the first quarter of fiscal 2014, respectively, in the Condensed Consolidated Statements of Operations. See Note 9 – Benefit Plans for information regarding the recognition of pension and other postretirement benefit obligation activity.

NOTE 13 – COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of June 14, 2014. These guarantees were generally made to support the business growth of independent retail customers. The guarantees are generally for the entire terms of the leases or other debt obligations with remaining terms that range from less than one year to 16 years, with a weighted average remaining term of approximately eight years. For each guarantee issued, if the independent retail customer 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 independent retail customer.

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The Company reviews performance risk related to its guarantees of independent retail customer obligations based on internal measures of credit performance. As of June 14, 2014, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $69 ($53 on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations under the Company’s guarantee 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 a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, contracts entered into for the purchase and sale of stock or assets, 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 not aware of any matters that are expected to result in a material liability.

Following the sale of NAI, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by SUPERVALU INC. with respect to the obligations of NAI that were incurred while NAI was a subsidiary of the Company. As of February 22, 2014, the total undiscounted amount of all such guarantees was $331 ($297 on a discounted basis). Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments while the Company owned NAI, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized these obligations with letters of credit to numerous states and certain NAI retail banner real estate assets. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees.

Other Contractual Commitments

In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and purchase and service contracts for fixed asset and information technology commitments. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of June 14, 2014, the Company had approximately $312 of non-cancelable future purchase obligations.

The Company and AB Acquisition LLC (“AB Acquisition”) entered into a binding term sheet with the Pension Benefit Guaranty Corporation (the “PBGC”) relating to issues regarding the effect of the sale of NAI on certain SUPERVALU retirement plans. The agreement requires that the Company will not pay any dividends to its stockholders at any time for the period beginning on January 9, 2013 and ending on the earliest of (i) March 21, 2018, (ii) the date on which the total of all contributions made to the SUPERVALU Retirement Plan on or after the closing date of the sale of NAI is at least $450 and (iii) the date on which SUPERVALU’s unsecured credit rating is BB+ from Standard & Poor’s or Ba1 from Moody’s (such earliest date, the end of the “PBGC Protection Period”). SUPERVALU has also agreed to make certain contributions to the SUPERVALU Retirement Plan in excess of the minimum required contributions at or before the end of fiscal years 2015 – 2017 (where such fiscal years end during the PBGC Protection Period), and AB Acquisition has agreed to provide a guarantee to the PBGC for such excess payments. Excess contributions required under this binding term sheet include $25 by the end of fiscal 2015, an additional $25 by the end of fiscal 2016 and an additional $50 by the end of fiscal 2017.

Legal Proceedings

The Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business. In the opinion of management, based upon currently-available facts, it is remote that the ultimate outcome of any lawsuits, claims and other proceedings will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position.

In September 2008, a class action complaint was filed against the Company, as well as International Outsourcing Services, LLC (“IOS”); Inmar, Inc.; Carolina Manufacturer’s Services, Inc.; Carolina Coupon Clearing, Inc. and Carolina Services in the United States District Court in the Eastern District of Wisconsin. The plaintiffs in the case are a consumer goods manufacturer, a grocery co-operative and a retailer marketing services company who allege on behalf of a purported class that the Company and the other defendants (i) conspired to restrict the markets for coupon processing services under the Sherman Act and (ii) were part of an illegal enterprise to defraud the plaintiffs under the Federal Racketeer Influenced and Corrupt Organizations Act. The plaintiffs seek monetary damages, attorneys’ fees and injunctive relief. The Company intends to vigorously defend this lawsuit, however all proceedings have been stayed in the case pending the result of the criminal prosecution of certain former officers of IOS.

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In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin against the Company alleging that a 2003 transaction between the Company and C&S Wholesale Grocers, Inc. (“C&S”) was a conspiracy to restrain trade and allocate markets. In the 2003 transaction, the Company purchased certain assets of the Fleming Corporation as part of Fleming Corporation’s bankruptcy proceedings and sold certain assets of the Company to C&S which were located in New England. Since December 2008, three other retailers have filed similar complaints in other jurisdictions. The cases have been consolidated and are proceeding in the United States District Court for the District of Minnesota. The complaints allege that the conspiracy was concealed and continued through the use of non-compete and non-solicitation agreements and the closing down of the distribution facilities that the Company and C&S purchased from each other. Plaintiffs are seeking monetary damages, injunctive relief and attorneys’ fees. On July 5, 2011, the District Court granted the Company’s Motion to Compel Arbitration for those plaintiffs with arbitration agreements and plaintiffs appealed. On July 16, 2012, the District Court denied plaintiffs’ Motion for Class Certification and on January 11, 2013, the District Court granted the Company’s Motion for Summary Judgment and dismissed the case regarding the non-arbitration plaintiffs. Plaintiffs have appealed these decisions. On February 12, 2013, the 8th Circuit reversed the District Court decision requiring plaintiffs with arbitration agreements to arbitrate and the Company filed a Petition with the 8th Circuit for an En Banc Rehearing. On June 7, 2013, the 8th Circuit denied the Petition for Rehearing and remanded the case to the District Court. On October 30, 2013, the parties attended a District Court ordered mandatory mediation which was not successful in resolving the matter. On May 21, 2014, a panel of the 8th Circuit (1) reversed the District Court’s decision granting summary judgment in favor of the Company, and (2) affirmed the District Court’s decision denying class certification of a class consisting of all retailers located in the States of Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio and Wisconsin that purchased wholesale grocery products from the Company between December 31, 2004 and September 13, 2008, but remanded the case for the District Court to consider whether to certify a narrower class of purchasers supplied from the Company’s Champaign, Illinois distribution center. On June 18, 2014, the Company filed a petition for en banc review by the 8th Circuit on the reversal of the summary judgment decision and specific issues raised thereunder.

In May 2012, Kiefer, a former Assistant Store Manager at Save-A-Lot, filed a class action against Save-A-Lot seeking to represent current and former Assistant Store Managers alleging violations of the Fair Labor Standards Act related to the fluctuating work week method of pay (“FWW”) in the United States District Court in the District of Connecticut. FWW is a method of compensation whereby employees are paid a fixed salary for all hours worked during a week plus additional compensation at one-half the regular rate for overtime hours. Kiefer claimed that the FWW practice is unlawful or, if lawful, that Save-A-Lot improperly applied the FWW method of pay, including in situations involving paid time off, holiday pay, and bonus payments. In March 2013, the United States District Court granted conditional certification in favor of Kiefer on the issue of whether Save-A-Lot properly applied the FWW. In May 2013, the United States District Court denied Save-A-Lot’s motion for summary judgment on the same issue. This FWW practice is permissible under the Fair Labor Standards Act and other state laws, and Save-A-Lot denied all allegations in the case. The same plaintiffs’ attorneys representing Kiefer filed two additional FWW actions against Save-A-Lot and SUPERVALU. Shortly before filing of the Kiefer lawsuit, in one of these cases filed by a former Assistant Store Manager (Roach) in March 2011, the Superior Court for the Judicial District of Hartford at Hartford granted summary judgment in favor of Save-A-Lot determining FWW was a legal practice in Connecticut. In March 2013, another Save-A-Lot Assistant Store Manager (Pagano) filed an FWW class claim against SUPERVALU under Pennsylvania state law in the Philadelphia County Court of Common Pleas relating to overtime payment. In all three cases, which the Company was defending vigorously, plaintiffs were seeking monetary damages and attorneys’ fees. On August 20, 2013, the parties agreed in principle to resolve the matters on a nationwide basis in a settlement that will cap the Company’s aggregate obligation, including with respect to settlement funds, plaintiffs’ attorneys fees and costs and settlement administration costs. The settlement is subject to the applicable courts’ preliminary and final approval. The court granted preliminary approval of the settlement on March 13, 2014. Final resolution is subject to the court’s approval, which the parties will seek in July 2014. The Company recorded a litigation settlement charge of $5 before tax ($3 after tax) in the second quarter of fiscal 2014 in connection with the expected settlement of this matter. The Company funded $5 into a qualified settlement fund on February 28, 2014.

Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. The Company regularly monitors its exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and its estimates of related costs and exposures.

With respect to the IOS and C&S matters discussed above, the Company believes the chance of a negative outcome is remote. It is possible, although management believes it is remote, that material differences in actual outcomes, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

NOTE 14 – SEGMENT INFORMATION

Refer to the Condensed Consolidated Segment Financial Information for the Company’s segment information.

NOTE 15 – DISCONTINUED OPERATIONS

On March 21, 2013, the Company sold NAI to AB Acquisition, which resulted in the sale of the NAI banners, including Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market and related Osco and Sav-on in-store pharmacies (collectively, the “NAI Banners”). The operating results and cash flows of the NAI Banners have been presented separately as discontinued operations in the Condensed Consolidated Financial Statements for all periods presented.

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During the first quarter of fiscal 2014, the Company received net proceeds of approximately $100 and a short-term note receivable of approximately $44 for the stock of NAI. AB Acquisition assumed approximately $3,200 of debt and capital leases, excluding original issue discounts. In addition, AB Acquisition assumed the underfunded status of NAI’s share of the multiemployer pension plans to which the Company contributed. AB Acquisition’s portion of the underfunded status of the multiemployer pension plans was estimated to be approximately $1,138 before tax, based on the Company’s estimated “proportionate share” of underfunding calculated as of February 23, 2013.

In connection with the sale of NAI, the Company entered into various agreements with AB Acquisition and its affiliates related to on-going operations, including a Transition Services Agreement with each of NAI and Albertson’s LLC (collectively, the “TSA”) and operating and supply agreements. These arrangements had initial terms that range from 12 months to 5 years, are generally subject to renewal upon mutual agreement by the parties thereto and also include termination provisions that can be exercised by each party. The initial terms of the TSA run through September 2015 and may be extended in one year increments with a one year notice. The Company recognized $58 and $84 in TSA fees earned during the first quarters of fiscal 2015 and 2014, respectively, including $36 under the first-year transitional fee provisions recognized during the first quarter of fiscal 2014. TSA fees earned are reflected in Net sales in the Condensed Consolidated Statements of Operations. The shared service center costs incurred to support back office functions related to the NAI Banners represent administrative overhead and are recorded in Selling and administrative expenses.

During fiscal 2013, the Company recorded a preliminary estimated pre-tax loss on contract for the disposal of NAI of approximately $1,150 and a pre-tax property, plant and equipment-related impairment of $203. The loss on sale calculation was finalized during fiscal 2014, including the finalization of the working capital adjustment. The total loss on sale of NAI was $1,263, comprised of $1,081 of contract loss and $182 of property, plant and equipment-related impairment, resulting in pre-tax reductions to the preliminary estimated loss on sale of NAI of $85 and $5 during the first and second quarters of fiscal 2014, respectively, which was recorded as a component of (Loss) income from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations. The Company determined the pre-tax property, plant and equipment-related impairment using Level 3 inputs.

The following is a summary of the Company’s operating results and certain other directly attributable expenses that are included in discontinued operations:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Net sales	$	—		$	1,235
Income before income taxes from discontinued operations		2			117
Income tax provision (benefit)		5			(73	)
(Loss) income from discontinued operations, net of tax	$	(3	)	$	190

Income before income taxes from discontinued operations for the first quarter of fiscal 2015 reflects $2 of interest income resulting from settlement of income tax audits. The income tax provision included as a component of Loss (income) from discontinued operations, net of tax for the first quarter of fiscal 2015 included $4 of discrete tax expenses. The income tax benefit included as a component of (Loss) income from discontinued operations, net of tax for the first quarter of fiscal 2014 included $118 of discrete tax benefits primarily resulting from the settlement of Internal Revenue Service audits for the fiscal 2010, 2009 and 2008 tax years.

The Company recorded $38 and $53 within Net sales of continuing operations related to wholesale distribution to certain NAI Banners for the first quarters of fiscal 2015 and 2014, respectively. In addition, the Company recorded $54 within Net sales of continuing operations for first quarters of fiscal 2015 and 2014 related to wholesale distribution of certain products to stores owned by Albertson’s LLC that were not part of AB Acquisition’s purchase of NAI.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars and shares in millions, except per share data and stores)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act” in this Quarterly Report on Form 10-Q and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

MANAGEMENT OVERVIEW

Business Overview

SUPERVALU operates its business in three segments: Independent Business, Save-A-Lot and Retail Food. Independent Business is one of the largest wholesale distributors to independent retail customers across the United States. Save-A-Lot is one of the nation’s largest hard discount grocery retailers by store count. The Retail Food business operates traditional grocery stores under five regionally-based banners: Cub Foods, Shoppers Food & Pharmacy, Shop ’n Save, Farm Fresh and Hornbacher’s. The Company leverages its distribution operations by providing wholesale distribution and logistics service solutions to its independent retail customers and distribution to its Retail Food stores through the Independent Business segment. Save-A-Lot provides wholesale distribution and service solutions to its licensees, and distribution to Save-A-Lot corporate stores.

Management continues to focus on simplifying the Company’s operations with a view towards driving top-line sales while managing the Company’s cost structure. These actions are being undertaken as part of the continued focus on the Company’s long-term plans to increase sales and operating cash flow, improve the condition of its balance sheet and generate returns for its stockholders.

Independent Business continues to target sales growth by affiliating new customers and driving sales to existing customers while also managing expenses and realigning the business to operate more efficiently. In the first quarter of fiscal 2015, Independent Business’s Eastern and Southeast regions were combined to form the East region and the Midwest and Northern regions were combined to form the West region to further streamline the organization, reduce operating costs and create common region organizational structures that more effectively utilize resources and serve the Company’s customers. Subsequent to the end of the first quarter of fiscal 2015, Independent Business began supplying all 18 stores acquired by the Company and its independent retail customers and franchisees from Roundy’s Inc.

Save-A-Lot continues to drive sales and performance through its meat and produce programs, competitive pricing enhancements and incremental marketing activities. In addition, Save-A-Lot is focused on long-term sales and earnings growth through execution of its initiatives at existing locations and expansion through corporate and licensee store development. In the first quarter of fiscal 2015, the Company added seven new Save-A-Lot stores, comprised of six new licensee stores and one new corporate store, and closed 14 Save-A-Lot licensee stores. In addition, the Company opened 15 corporate Save-A-Lot stores purchased from licensees and sold four corporate Save-A-Lot stores to licensees.

Retail Food is focused on driving sales and performance through competitive pricing and promotional activities, enhanced perishable offerings, store remodels, store resets and integrating the newly acquired stores from Roundy’s Inc.

Total retail square footage as of the end of the first quarter of fiscal 2015 was approximately 17.6 million, an increase of approximately 1.2 percent from the end of fiscal 2014. Total retail square footage, excluding actual and planned store dispositions, increased 2.6 percent from the end of fiscal 2014.

The Company continues to reduce Corporate costs, including costs related to fees earned under the Transition Services Agreements with New Albertson’s, Inc. (“NAI”) and Albertson’s LLC (collectively, the “TSA”). Management believes that this cost management by the Company has reduced the cost to operate the TSA, which has contributed to our overall consolidated operating profit for the quarter. In March 2014, AB Acquisition, the parent company of Albertson’s LLC and NAI, announced a definitive agreement for the acquisition of Safeway Inc. The initial terms of the TSA with Albertson’s LLC and NAI run through September 2015, after which the TSA may be extended in one-year increments with a one-year notice. Therefore, in September 2014, the Company is expected to know if Albertson’s LLC and NAI wish to extend beyond the initial terms. If they extend, the TSA would run at least through September 2016. The impact of the TSA on the Company’s results of operations depends on the revenue being received by the Company and the Company’s ability to manage its corporate costs. A decrease in the revenue received by the Company under the TSA, including in the event of any non-renewal or reduction in the scope or level of services, could adversely impact the Company’s results of operations, in particular if the Company is not able to manage its cost structure and overhead to appropriately correspond to loss in revenue. The Company continues to be focused on providing quality services under the TSA, and it also remains committed to being an efficient organization.

The United States grocery channel in which the Company operates is highly competitive. Competition is experienced through multiple retailing formats and affects the Company’s ability to attract and retain customers. Management expects operating results for the Company will continue to be impacted by the effects of operating in a highly competitive and price-sensitive marketplace. The Company monitors product inflation and evaluates whether to pass cost inflation on or absorb cost increases in the form of incremental investments to lower prices to customers. Cost inflation for the first quarter of fiscal 2015 is estimated at 1.5 percent, with higher levels in certain dairy and meat categories.

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Financial Highlights

The following is a summary comparison of financial highlights for the first quarter of fiscal 2015 to the first quarter of fiscal 2014:

• Identical store sales for the Save-A-Lot network, Save-A-Lot Company-operated stores and stores in the Retail Food segment increased 5.6 percent, 7.2 percent and 0.6 percent, respectively.

• Customer counts increased 6.1 percent and 2.5 percent in Save-A-Lot Company-operated stores and Retail Food stores, respectively.

• Independent Business segment sales decreased 2.6 percent.

• Incremental price investments were made within Save-A-Lot and Retail Food to increase sales.

• Operating earnings increased $51 due to lower costs and charges associated with severance, asset impairments and other items; when adjusted for these items, Operating earnings decreased $6, primarily due to incremental price investments and higher shrink, advertising and last-in, first-out (“LIFO”) charges, offset in part by lower employee-related costs, net of the related $26 decrease in TSA fees, and lower depreciation and amortization.

• Interest expense, net decreased $185 due to $167 of lower refinancing charges and costs and $18 of savings from lower interest rates and lower average outstanding debt balances.

• Net earnings from continuing operations increased $150 primarily due to lower debt refinancing activity, restructuring costs and asset impairments.

• Basic and diluted earnings per share from continuing operations increased $0.61 per share due primarily to the previously described increases in Operating earnings and reduction in Interest expense, net.

• Operating cash flows from continuing operations increased $155 primarily due to less cash utilized for operating assets and liabilities, including income taxes, receivables and interest, compared with last year.

• Capital expenditures increased $17 from investments in Save-A-Lot Company-operated stores and Retail Food store remodels.

• Financing cash flows from continuing operations decreased $79 primarily due to lower proceeds from the issuance of common stock offset in part by lower financing costs.

FIRST QUARTER RESULTS OF OPERATIONS

The following discussion summarizes operating results in the first quarter of fiscal 2015 compared to the first quarter of fiscal 2014.

	First Quarter Ended
	June 14, 2014 (16 weeks)			% of Net Sales			June 15, 2013 (16 weeks)			% of Net Sales
Net sales	$	5,234			100.0	%	$	5,241			100.0	%
Cost of sales		4,482			85.6			4,446			84.8
Gross profit		752			14.4			795			15.2
Selling and administrative expenses		617			11.8			711			13.6
Operating earnings		135			2.6			84			1.6
Interest expense, net		64			1.2			249			4.8
Equity in earnings of unconsolidated affiliates		(1	)		—			(1	)		—
Earnings (loss) from continuing operations before income taxes		72			1.4			(164	)		(3.1	)
Income tax provision (benefit)		24			0.5			(62	)		(1.2	)
Net earnings (loss) from continuing operations		48			0.9			(102	)		(2.0	)
(Loss) income from discontinued operations, net of tax		(3	)		(0.1	)		190			3.6
Net earnings including noncontrolling interests		45			0.9			88			1.7
Net earnings attributable to noncontrolling interests		2			—			3			0.1
Net earnings attributable to SUPERVALU INC.	$	43			0.8	%	$	85			1.6	%
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18					$	(0.43	)
Discontinued operations	$	(0.01	)				$	0.78
Basic net earnings per share	$	0.17					$	0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18					$	(0.43	)
Discontinued operations	$	(0.01	)				$	0.77
Diluted net earnings per share	$	0.17					$	0.34

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Net Sales

Net sales for the first quarter of fiscal 2015 were $5,234, compared with $5,241 last year, a decrease of $7. Independent Business net sales were 45.9 percent of Net sales, Save-A-Lot net sales were 25.7 percent of Net sales, Retail Food net sales were 27.3 percent of Net sales and Corporate TSA fees were 1.1 percent of Net sales for the first quarter of fiscal 2015, compared with 47.0 percent, 24.2 percent, 27.2 percent and 1.6 percent, respectively, for the first quarter of fiscal 2014.

Independent Business net sales for the first quarter of fiscal 2015 were $2,400, compared with $2,463 last year, a decrease of $63 or 2.6 percent. The decrease is primarily due to lost accounts, including a larger lost customer and lower sales to one NAI banner that completed the transition to self-distribution part way through the quarter, and lower military sales, offset in part by increased sales to new accounts and existing customers.

Save-A-Lot net sales for the first quarter of fiscal 2015 were $1,348, compared with $1,266 last year, an increase of $82 or 6.5 percent. The increase is primarily due to positive network identical store sales of 5.6 percent or $67 (defined as net sales from Company-operated stores and sales to licensee stores operating for four full quarters, including store expansions and excluding planned store dispositions) and a net increase of $15 in sales due to new store openings net of decreased sales due to store dispositions by licensees.

Save-A-Lot identical store sales for Company-operated stores (defined as net sales from Company-operated stores operating for four full quarters, including store expansions and excluding planned store dispositions) were positive 7.2 percent or $36 for the first quarter of fiscal 2015. Save-A-Lot corporate identical store sales performance was primarily a result of a 6.1 percent increase in customer count and a 1.1 percent increase in average basket size.

Retail Food net sales for the first quarter of fiscal 2015 were $1,428, flat with last year. Retail Food net sales includes positive identical store sales of 0.6 percent or $8 (defined as net sales from stores operating for four full quarters, including store expansions and excluding fuel and planned store dispositions), offset by a sales decrease attributable to a store closed as a result of lease expiration and lower fuel sales. Retail Food positive identical store sales performance was primarily a result of a 2.5 percent customer count increase, offset in part by a 1.9 percent decrease in average basket size.

Net sales for the first quarter of fiscal 2015 include fees earned under the TSA of $58, compared with $84 last year, a decrease of $26. The net sales decrease reflects a one-year transition fee earned under the TSA in fiscal 2014 of $60, of which $36 was recognized in the first quarter of fiscal 2014, offset in part by higher fees earned during the first quarter of fiscal 2015 due to the timing of the NAI sale, which closed on March 21, 2013, the commencement date of the TSA.

Gross Profit

Gross profit for the first quarter of fiscal 2015 was $752, compared with $795 last year, a decrease of $43 or 5.4 percent. Gross profit as a percent of Net sales was 14.4 percent for the first quarter of fiscal 2015, compared with 15.2 percent last year. Gross profit declined due to a net decrease of $26 in TSA fees predominantly related to the one-year transition amount recognized in the first quarter last year. The remaining decrease of $17 is primarily due to $26 of incremental investments to lower prices to customers, higher shrink and stronger private brands pricing support, $6 of higher advertising costs and LIFO charges, offset in part by $10 of higher gross profit from increased sales volume and $7 of lower employee-related costs.

Independent Business gross profit as a percent of Independent Business net sales was 4.7 percent for the first quarter of fiscal 2015, compared with 4.8 percent last year. The 10 basis point decrease in Independent Business gross profit rate is primarily due to stronger private brands pricing support.

Save-A-Lot gross profit as a percent of Save-A-Lot net sales was 14.7 percent for the first quarter of fiscal 2015, compared with 16.1 percent last year. The 140 basis point decrease in Save-A-Lot gross profit rate is primarily due to $14 of incremental investments to lower prices to customers and higher shrink and $4 of higher advertising costs.

Retail Food gross profit as a percent of Retail Food net sales was 26.8 percent for the first quarter of fiscal 2015, compared with 27.2 percent last year. The 40 basis point decrease in Retail Food gross profit rate is primarily due to $8 of incremental investments to lower prices to customers and a $2 higher LIFO charge, offset in part by $5 of lower employee-related costs attributable to cost reduction initiatives.

Selling and Administrative Expenses

Selling and administrative expenses for the first quarter of fiscal 2015 were $617 compared with $711 last year, a net decrease of $94 or 13.2 percent. Selling and administrative expenses for the first quarter of fiscal 2015 include $1 of severance costs. Selling and administrative expenses for the first quarter of fiscal 2014 included net charges and costs of $58, comprised of severance costs and accelerated stock-based compensation charges of $39, asset impairment and other charges of $14 and contract breakage and other costs of $5. When adjusted for these items, the remaining $37 reduction in Selling and administrative expenses is primarily due to $32 of lower employee-related costs, including net periodic pension expense and wages, and $10 of lower depreciation and amortization, offset in part by $8 of higher Selling and administrative expenses due to higher sales volume.

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Selling and administrative expenses for first quarter of fiscal 2015 were 11.8 percent of Net sales, compared with 13.6 percent of Net sales last year. Selling and administrative expenses as a percent of Net sales for the first quarter of fiscal 2014 included 110 basis points from the net charges and costs of $58 described above. After adjusting for the above items, the remaining 70 basis point net reduction in Selling and administrative expenses as a percent of Net sales is primarily due to lower employee-related costs, including net periodic pension expense, and reduced depreciation and amortization, offset in part by business segment mix.

Operating Earnings

Operating earnings for the first quarter of fiscal 2015 were $135, compared with $84 last year, an increase of $51 or 60.7 percent. Operating earnings for the first quarter of fiscal 2015 include $1 of severance costs. Operating earnings for the first quarter of fiscal 2014 included net charges and costs of $58, comprised of severance costs and accelerated stock-based compensation charges, asset impairment and other charges and contract breakage and other costs. When adjusted for these items, the remaining $6 decrease in Operating earnings is primarily due to $26 of incremental investments to lower prices to customers, higher shrink and stronger private brands pricing support and $6 of higher advertising costs and LIFO charges, offset in part by a net $13 increase from lower employee-related costs, including net periodic pension expense, net of the effect of lower TSA fees primarily due to the one-year transitional fees recognized last year, $11 of lower depreciation and amortization, and $2 of higher sales volume.

Independent Business operating earnings for the first quarter of fiscal 2015 were $66, or 2.8 percent of Independent Business net sales, compared with $55, or 2.3 percent last year. Independent Business operating earnings for the first quarter of fiscal 2015 include $1 of severance costs. Independent Business operating earnings for the first quarter of fiscal 2014 included $14 of charges comprised of severance costs and accelerated stock-based compensation charges of $13, and contract breakage and other costs of $1. When adjusted for these items, the remaining $2 decrease in Independent Business operating earnings is primarily due to lower margin from stronger private brands pricing support and sales volume, offset in part by lower depreciation expense.

Save-A-Lot operating earnings for the first quarter of fiscal 2015 were $46, or 3.4 percent of Save-A-Lot net sales, compared with $52, or 4.1 percent last year. Save-A-Lot operating earnings for the first quarter of fiscal 2014 included $5 of charges and costs comprised of $3 of non-cash asset impairment and other charges and $2 of severance costs. When adjusted for these items, the remaining $11 decrease in Save-A-Lot’s operating earnings is primarily due to $14 of incremental investments to lower prices to customers and higher shrink, $4 of higher advertising costs and $3 of higher contracted services, offset in part by $10 of lower employee-related costs and higher sales volume.

Retail Food operating earnings for the first quarter of fiscal 2015 were $30, or 2.1 percent of Retail Food net sales, compared with $7 or 0.4 percent last year. Retail Food operating earnings for the first quarter of fiscal 2014 included $18 of charges and costs comprised of non-cash asset impairment charges of $9, severance costs and accelerated stock-based compensation charges of $7 and contract breakage costs of $2. When adjusted for these items, the remaining $5 increase in Retail Food’s operating earnings is primarily due to $9 of lower employee-related costs and $6 of lower depreciation expense, offset in part by $8 of incremental investments to lower prices to customers and a $2 higher LIFO charge.

Corporate operating loss for the first quarter of fiscal 2015 was $7, compared with $30 last year. Corporate expenses for the first quarter of fiscal 2014 included costs and charges of $21 comprised of severance costs and accelerated stock-based compensation charges of $17, contract breakage and other costs of $2 and asset impairment and other charges of $2. When adjusted for these items, the remaining $2 net improvement in Corporate operating loss was primarily due to lower professional service costs of $3, offset in part by a net $2 decrease from the one-year transitional TSA fees net of lower employee-related costs.

Interest Expense, Net

Interest expense, net was $64 for the first quarter of fiscal 2015, compared with $249 last year. Interest expense, net for the first quarter of fiscal 2015 includes $2 of unamortized financing cost charges related to the Company’s second amendment to the Secured Term Loan facility discussed under “Liquidity and Capital Resources” below. Interest expense, net for the first quarter of fiscal 2014 included $98 of unamortized financing cost charges and original issue discount acceleration and $71 of debt refinancing costs related to refinancing activities in conjunction with the sale of NAI and subsequent refinancing activities. When adjusted for these items, the remaining $18 decrease in Interest expense, net is primarily due to lower average interest rates and lower outstanding borrowings.

Income Tax Provision (Benefit)

Income tax expense on continuing operations for the first quarter of fiscal 2015 was $24, or 33.1 percent of earnings from continuing operations before income taxes, compared with an income tax benefit of $62, or 37.5 percent of loss from continuing operations before income taxes, last year. The tax rate for the first quarter of fiscal 2015 reflects $2 of discrete tax benefits.

Net Earnings (Loss) from Continuing Operations

Net earnings from continuing operations were $48 compared with a Net loss from continuing operations of $102 last year. Net earnings from continuing operations for the first quarter of fiscal 2015 includes $2 of after tax charges and costs related to unamortized financing cost charges and severance costs. Net loss from continuing operations for the first quarter of fiscal 2014 included $139 of after tax charges and costs primarily related to debt refinancing activity, severance costs and accelerated stock-based compensation charges, asset impairment charges, and contract breakage costs. When adjusted for these items, the remaining $13 after-tax

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increase is due to $14 of lower depreciation and amortization and other costs, $11 of lower interest expense, $8 of lower employee-related costs, including net periodic pension expense, net of the effect of lower TSA fees and $5 of tax benefits, offset in part by $16 of incremental investments to lower prices to customers, higher shrink and stronger private brands pricing support, and $8 of higher advertising costs, LIFO charges and other administrative expense.

(Loss) Income from Discontinued Operations, Net of Tax

On January 10, 2013, the Company entered into a stock purchase agreement to sell NAI, which included components of Retail Food and Corporate functions. The Company completed the sale of NAI on March 21, 2013. The financial results for those operations are presented as discontinued operations for all periods presented.

Loss from discontinued operations, net of tax, was $3 for the first quarter of fiscal 2015, compared with income from discontinued operations, net of tax of $190 last year. Income before income taxes from discontinued operations for the first quarter of fiscal 2015 reflects $2 of interest income from the settlement of income tax audits. The income tax provision included as a component of Loss from discontinued operations, net of tax for the first quarter of fiscal 2015 included $4 of discrete tax expenses. Discontinued operations results for the first quarter of fiscal 2014 reflect the completion of the sale of NAI on March 21, 2013, discrete tax benefits of $118 and a reduction to the loss on sale of NAI of $90.

Non-GAAP Financial Measures

The Company’s Condensed Consolidated Financial Statements are prepared and presented in accordance with generally accepted accounting principles (“GAAP”). In addition to the above analysis of results of operations, the Company also considers certain other non-GAAP financial measures to assess the performance of our businesses. The measures and items identified below, such as Adjusted EBITDA, are provided as a supplement to our results of operations and related analysis, and should not be considered superior to, a substitute for or an alternative to any financial measure of performance prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. Certain adjustments to our GAAP financial measures reflected below exclude certain items that are occasionally recurring in nature and may be reflected in our financial results for the foreseeable future. These measurements and items may be different from non-GAAP financial measures used by other companies. All measurements are provided with a reconciliation from a GAAP measurement. Management believes the measurements and items identified below are important measures of business performance that provide investors with useful supplemental information. The Company utilizes certain non-GAAP measures to analyze underlying core business trends to understand operating performance. In addition, management utilizes certain non-GAAP measures as a compensation performance measure. The non-GAAP financial measures below should only be considered as an additional supplement to the Company’s financial results reported in accordance with GAAP and should be reviewed in conjunction with the Company’s results reported in accordance with GAAP in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

Adjusted EBITDA is a non-GAAP supplemental performance measure the Company uses to facilitate operating performance comparisons of our businesses on a consistent basis. Adjusted EBITDA provides additional understanding of other factors and trends affecting our business which are used in the business planning process to understand expected performance, to evaluate results against those expectations, and as one of the compensation performance measures under certain compensation programs and plans.

The Company defines Adjusted EBITDA as Net earnings (loss) from continuing operations, plus Interest expense, net and Income tax provision (benefit), less Net earnings attributable to noncontrolling interests calculated in accordance with GAAP, plus non-GAAP adjustments for Depreciation and amortization, LIFO charge (credit), certain non-recurring or unusual employee-related costs and pension related items (including severance costs, accelerated stock-based compensation charges, multiemployer pension withdrawal charges and other items), charges and costs related to debt financing activities, non-cash asset impairment and other charges and gains (including store closures, market exits and certain gains on the sale of property), goodwill and intangible asset impairment charges, legal settlement charges and gains, contract breakage costs and certain other non-cash charges or unusual items. Concurrent with the revised presentation of earnings attributable to noncontrolling interests as described in Note 1 – Summary of Significant Accounting Policies within Part I, Item 1 of this Quarterly Report on Form 10-Q, the Company also revised its definition of Adjusted EBITDA to include net earnings attributable to noncontrolling interests such that the previously reported Adjusted EBITDA measures remained unchanged after corrections were made to certain condensed consolidated financial statement line items.

These items are omitted either because they are non-cash items or are items that are not considered in our supplemental assessment of on-going business performance. Certain of these adjustments are considered in similar supplemental analyses by other companies, such as Depreciation and amortization, LIFO charge (credit) and certain other adjustments. Adjusted EBITDA is less disposed to variances in actual performance resulting from depreciation, amortization and other non-cash charges and credits, and more reflective of other factors that affect the Company’s underlying operating performance.

There are significant limitations to using Adjusted EBITDA as a financial measure including, but not limited to, it not reflecting cash expenditures for capital assets or contractual commitments, changes in working capital, income taxes and debt service expenses that are recurring in our results of operations.

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The following summarizes the calculation of Adjusted EBITDA for the first quarters of fiscal 2015 and 2014:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Net earnings (loss) from continuing operations	$	48		$	(102	)
Less Net earnings attributable to noncontrolling interests		(2	)		(3	)
Income tax provision (benefit)		24			(62	)
Interest expense, net		64			249
Depreciation and amortization		89			98
LIFO charge (credit)		2			—
Unusual employee-related costs and pension related items		1			39
Asset impairment and other charges, net of gains		—			14
Contract breakage costs and certain other charges		—			5
Adjusted EBITDA	$	226		$	238

Comparison of First Quarter Fiscal 2015 (16 weeks) Adjusted EBITDA to First Quarter Fiscal 2014 (16 weeks) Adjusted EBITDA

Adjusted EBITDA for the first quarter of fiscal 2015 was $226 compared with $238 last year, a decrease of $12. The decrease in Adjusted EBITDA is primarily attributable to $26 of incremental investments to lower prices to customers, higher shrink and lower margin from stronger private brands pricing support, and $11 of higher other administrative expense and advertising costs, offset in part by a net $13 decrease in employee-related costs, including net periodic pension expense, net of the effect of lower TSA fees primarily due to the one-year transition fees recognized in the first quarter of fiscal 2014 and $8 of lower contracted services and occupancy, and $2 of higher sales volume.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Management expects that the Company will continue to replenish operating assets and pay down debt obligations with internally generated funds. The Company will continue to obtain short-term or long-term financing from its credit facilities. Long-term financing will be maintained through existing and new debt issuances and its credit facilities. 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 capital expenditures 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. The Company’s primary source of liquidity is from internally generated funds and from borrowing capacity under its credit facilities. There can be no assurance, however, that the Company’s business will continue to generate cash flow at current levels or that it will continually have access to credit on acceptable terms. A significant reduction in operating earnings or the incurrence of operating losses could have a negative impact on the Company’s operating cash flow, which may limit the Company’s ability to pay down its outstanding indebtedness as planned.

As of June 14, 2014 and February 22, 2014, the Company had access to funds totaling $818 and $786, respectively, from the unused available credit under the Revolving ABL Credit Facility (as defined below). Working capital was $310 and $254 excluding the LIFO reserve as of June 14, 2014 and February 22, 2014, respectively. The Company has approximately $14 and $15 in aggregate debt maturities due in the remainder of fiscal 2015 and fiscal 2016, respectively. Aggregate debt maturities for fiscal 2016 are exclusive of any Excess Cash Flow prepayment requirements under the provisions of the Secured Term Loan Facility (as defined below), as that prepayment amount, if any, is not reasonably estimable as of June 14, 2014. Payments to reduce capital lease obligations are expected to total approximately $27 in both fiscal 2015 and 2016.

Strategic and operational investments in the Company’s businesses and working capital needs are funded by cash provided from operations and on a short-term basis through available liquidity. Primary uses of cash include debt maturities and servicing, capital expenditures, working capital maintenance, contributions to various retirement plans and income tax payments. The Company’s working capital needs are generally greater during the months leading up to high sales periods, such as the time period from prior to Thanksgiving through December. The Company typically finances these working capital needs with funds provided by operating activities and short-term borrowings. Inventories are managed primarily through demand forecasting and replenishing depleted inventories.

The Company’s continued access to short-term and long-term financing through credit markets depends on numerous factors including the condition of the credit markets and the Company’s results of operations, cash flows, financial position and credit ratings.

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Cash Flow Information

Operating Activities

Net cash provided by (used in) operating activities from continuing operations was $57 and $(98) for the first quarters of fiscal 2015 and 2014, respectively. The increase in net cash provided by operating activities from continuing operations in the first quarter of fiscal 2015 compared to last year is primarily attributable to a decrease in cash utilized in operating assets and liabilities from income taxes and receivables, offset in part by an increase in cash used in inventories, and accounts payable and accrued liabilities.

Net cash used in operating activities from discontinued operations was $(86) for the first quarter of 2014, reflecting the completion of the sale of NAI and cash payments made for accrued liabilities and accounts payable related to the sale of NAI during the first quarter of fiscal 2014.

Investing Activities

Net cash used in investing activities from continuing operations was $32 and $14 in the first quarters of fiscal 2015 and 2014, respectively. The increase in cash used in investing activities in the first quarter of fiscal 2015 compared to last year is primarily attributable to additional cash used for capital expenditures and business acquisitions attributable to investments in Save-A-Lot Company-operated stores and Retail Food store remodels.

Net cash provided by investing activities from discontinued operations was $101 for the first quarter of fiscal 2014, reflecting proceeds received from the sale of NAI and NAI note receivable collections, offset in part by purchases of discontinued operations’ property, plant and equipment.

Financing Activities

Net cash (used in) provided by financing activities from continuing operations was $(18) and $61 for the first quarters of fiscal 2015 and 2014, respectively. The increase in cash used in financing activities in the first quarter of fiscal 2015 compared to last year is primarily attributable to $170 of proceeds received from the sale of common stock to Symphony Investors LLC (an affiliate of an investor consortium led by Cerberus Capital Management, L.P.) in connection with the sale of NAI in the first quarter of fiscal 2014 and $49 of higher net debt and capital lease payments, offset in part by $142 of lower cash payments compared to last year’s cash payments for debt financing costs associated with the sale of NAI, the amendment of Secured Term Loan Facility and the refinancing of $372 of the 2016 senior notes.

Net cash used in the financing activities of discontinued operations was $37 for the first quarter of 2014, reflecting payments on capital lease and long-term debt obligations prior to the sale of NAI.

Debt Management and Credit Agreements

The Company’s credit facilities and certain long-term debt agreements have restrictive covenants and cross-default provisions which generally provide, subject to the Company’s right to cure, for the acceleration of payments due in the event of a breach of a covenant or a default in the payment of a specified amount of indebtedness due under certain other debt agreements. The Company was in compliance with all such covenants and provisions for all periods presented.

Senior Secured Credit Agreements

As of June 14, 2014 and February 22, 2014, the Company had outstanding borrowings of $1,474 under its six-year $1,500 term loan facility (the “Secured Term Loan Facility”), secured by substantially all of the Company’s real estate, equipment and certain other assets, which bears interest at the rate of LIBOR plus 3.50 percent and includes a floor on LIBOR set at 1.00 percent. The Secured Term Loan Facility is guaranteed by the Company’s material subsidiaries (together with the Company, the “Term Loan Parties”). To secure their obligations under the Secured Term Loan Facility, the Company granted a perfected first-priority security interest for the benefit of the facility lenders in the Term Loan Parties’ equity interest in Moran Foods, LLC, the parent entity of the Company’s Save-A-Lot business, and the Term Loan Parties granted a perfected first priority security interest in substantially all of their intellectual property and a first priority mortgage lien and security interest in certain owned or ground-leased real estate and associated equipment pledged as collateral. As of June 14, 2014 and February 22, 2014, there was $684 and $704, respectively, of owned or ground-leased real estate and associated equipment pledged as collateral, which was included in Property, plant and equipment, net in the Condensed Consolidated Balance Sheets. In addition, the obligations of the Term Loan Parties under the Secured Term Loan Facility are secured by second-priority security interests in the collateral securing the Company’s five-year $1,000 asset-based revolving ABL credit facility (the “Revolving ABL Credit Facility”). As of June 14, 2014 and February 22, 2014, $2 and $0, respectively, of the Secured Term Loan Facility was classified as current.

The loans under the Secured Term Loan Facility may be voluntarily prepaid in certain minimum principal amounts, subject to the payment of breakage or similar costs and, in certain circumstances, a prepayment fee. Pursuant to the Secured Term Loan Facility, the Company must, subject to certain customary reinvestment rights, apply 100 percent of Net Cash Proceeds (as defined in the facility) from certain types of asset sales (excluding proceeds of the collateral security of the Revolving ABL Credit Facility and other secured indebtedness) to prepay the loans outstanding under the Secured Term Loan Facility. Beginning with the fiscal year ended

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February 22, 2014, the Company must prepay loans outstanding under the facility no later than 90 days after the fiscal year end in an aggregate principal amount equal to a percentage (which percentage ranges from 0 to 50 percent depending on the Company’s Total Secured Leverage Ratio (as defined in the facility) as of the last day of such fiscal year) of Excess Cash Flow (as defined in the facility) for the fiscal year then ended minus any voluntary prepayments made during such fiscal year with Internally Generated Cash (as defined in the facility). The potential amount of prepayment from Excess Cash Flow that will be required for fiscal 2015 is not reasonably estimable as of June 14, 2014.

On April 17, 2014, the Company entered into an amendment (the “ABL Amendment”) to its Revolving ABL Credit Facility that reduced the interest rates to LIBOR plus 1.50 percent to LIBOR plus 2.00 percent or prime plus 0.50 percent to 1.00 percent, depending on utilization. The ABL Amendment also eliminated the springing maturity provision that would have accelerated the maturity of the facility to 90 days prior to May 1, 2016 if more than $250 of the Company’s 8.00 percent Senior Notes due May 2016 remained outstanding as of that date. The springing maturity provision was replaced with a springing reserve provision that calls for a reserve to be placed against availability under the facility in the amount of any outstanding Material Indebtedness (as defined in the facility) that is due within 30 days of the date the reserve is established. The ABL Amendment also amended the facility to provide that the Company may incur additional term loans under the Secured Term Loan Facility in an aggregate principal amount of up to $500 instead of $250 as was in effect prior to the ABL Amendment, subject to identifying term loan lenders or other institutional lenders willing to provide the additional loans and satisfying certain terms and conditions. In addition, the ABL Amendment extended the maturity date of the facility to February 21, 2019 and contains modified covenants to give the Company additional strategic and operational flexibility.

As of June 14, 2014 and February 22, 2014, there were no outstanding borrowings under the Revolving ABL Credit Facility. As of June 14, 2014, letters of credit outstanding under the Revolving ABL Credit Facility were $97 at fees of 1.875 percent, and the unused available credit under this facility was $818 with facility fees of 0.375 percent. As of February 22, 2014, letters of credit outstanding under the Company’s previous revolving credit facility due March 2018 were $101 at fees of 2.125 percent, and the unused available credit under this facility was $786 with facility fees of 0.375 percent. As of June 14, 2014 and February 22, 2014, the Revolving ABL Credit Facility and the Company’s previous revolving credit facility due March 2018 was secured on a first priority basis by $1,115 and $1,066, respectively, of certain inventory assets included in Inventories, net, all eligible receivables included in Receivables, net, all of the Company’s pharmacy scripts included in Intangible assets, net and all credit card receivables of wholly-owned stores included in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The revolving loans under the Revolving ABL Credit Facility may be voluntarily prepaid in certain minimum principal amounts, in whole or in part, without premium or penalty, subject to breakage or similar costs. The Company and those subsidiaries named as borrowers under the Revolving ABL Credit Facility are required to repay the revolving loans in cash and provide cash collateral under this facility to the extent that the revolving loans and letters of credit exceed the lesser of the borrowing base then in effect or the aggregate amount of the lenders’ commitments under the Revolving ABL Credit Facility. During the first quarter of fiscal 2015, the Company borrowed and repaid $870 under its Revolving ABL Credit Facility and its previous revolving credit facility due March 2018. During the first quarter of fiscal 2014, the Company borrowed $1,114 and repaid $1,217 under its previous revolving credit facilities. Certain of the Company’s material subsidiaries are co-borrowers under the Revolving ABL Credit Facility, and this facility is guaranteed by the rest of the Company’s material subsidiaries (the Company and those subsidiaries named as borrowers and guarantors under the Revolving ABL Credit Facility, the “ABL Loan Parties”). To secure their obligations under this facility, the ABL Loan Parties have granted a perfected first-priority security interest for the benefit of the facility lenders in its present and future inventory, credit card, wholesale trade, pharmacy and certain other receivables, prescription files and related assets. In addition, the obligations under the Revolving ABL Credit Facility are secured by second-priority liens on and security interests in the collateral securing the Secured Term Loan Facility, subject to certain limitations to ensure compliance with the Company’s outstanding debt instruments and leases.

Debentures

The remaining $628 of 8.00 percent Senior Notes due 2016 and $400 of 6.75 percent Senior Notes due June 2021 contain operating covenants, including limitations on liens and on sale and leaseback transactions. The Company was in compliance with all such covenants and provisions for all periods presented.

Capital Expenditures

Capital expenditures for the first quarter of fiscal 2015 were $37, excluding cash paid for business acquisitions, and primarily consisted of investments in Save-A-Lot Company-operated stores and Retail Food store remodels. In addition, during the first quarter of fiscal 2015 the Company paid $5 for the purchase of 14 licensed Save-A-Lot stores. Capital expenditures and cash paid for business acquisitions for fiscal 2015 are projected to be approximately $270 to $280, including capital lease additions.

Pension and Other Postretirement Benefit Obligations

Cash contributions to defined benefit pension and other postretirement benefit plans were $45 and $72 in the first quarters of fiscal 2015 and 2014, respectively, in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) minimum requirements. Cash contributions decreased in the first quarter of fiscal 2015 compared to last year due to $50 of contributions made in the first quarter of fiscal 2014 prior to the sale of NAI. Fiscal 2015 total defined benefit pension and other postretirement benefit plans contributions are estimated to be approximately $130 to $140. The Company’s funding policy for the

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defined benefit pension plans is to contribute the minimum contribution amount required under ERISA and the Pension Protection Act of 2006 as determined by the Company’s external actuarial consultant. At the Company’s discretion, additional funds may be contributed to the pension plan. The Company may accelerate contributions or undertake contributions in excess of the minimum requirements from time to time subject to the availability of cash in excess of operating and financing needs or other factors as may be applicable. The Company assesses the relative attractiveness of the use of cash to accelerate contributions considering such factors as expected return on assets, discount rates, cost of debt, reducing or eliminating required Pension Benefit Guarantee Corporation (“PBGC”) variable rate premiums or in order to achieve exemption from participant notices of underfunding.

The Company and AB Acquisition LLC (“AB Acquisition”) entered into a binding term sheet with the PBGC relating to issues regarding the effect of the sale of NAI on certain SUPERVALU retirement plans. The agreement requires that the Company will not pay any dividends to its stockholders at any time for the period beginning on January 9, 2013 and ending on the earliest of (i) March 21, 2018, (ii) the date on which the total of all contributions made to the SUPERVALU Retirement Plan on or after the closing date of the sale of NAI is at least $450 and (iii) the date on which SUPERVALU’s unsecured credit rating is BB+ from Standard & Poor’s or Ba1 from Moody’s (such earliest date, the end of the “PBGC Protection Period”). SUPERVALU has also agreed to make certain contributions to the SUPERVALU Retirement Plan in excess of the minimum required contributions at or before the end of fiscal years 2015 – 2017 (where such fiscal years end during the PBGC Protection Period), and AB Acquisition has agreed to provide a guarantee to the PBGC for such excess payments. Excess contributions required under this binding term sheet include $25 by the end of fiscal 2015, an additional $25 by the end of fiscal 2016 and an additional $50 by the end of fiscal 2017. The Company is in negotiations with the PBGC and AB Acquisition with respect to a settlement agreement based on the binding term sheet.

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of June 14, 2014. These guarantees were generally made to support the business growth of independent retail customers. The guarantees are generally for the entire terms of the leases or other debt obligations with remaining terms that range from less than one year to 16 years, with a weighted average remaining term of approximately eight years. For each guarantee issued, if the independent retail customer 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 independent retail customer.

The Company reviews performance risk related to its guarantees of independent retail customer obligations based on internal measures of credit performance. As of June 14, 2014, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $69 ($53 on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations under the Company’s guarantee 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 a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, contracts entered into for the purchase and sale of stock or assets, 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 not aware of any matters that are expected to result in a material liability.

Following the sale of NAI, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by SUPERVALU INC. with respect to the obligations of NAI that were incurred while NAI was a subsidiary of the Company. As of February 22, 2014, the total undiscounted amount of all such guarantees was $331 ($297 on a discounted basis). Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments while the Company owned NAI, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized these obligations with letters of credit to numerous states and certain NAI retail banner real estate assets. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees.

Other Contractual Commitments

In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and purchase and service contracts for fixed asset and information technology commitments. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of June 14, 2014, the Company had approximately $312 of non-cancelable future purchase obligations.

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Legal Proceedings

The Company is a party to various legal proceedings arising from the normal course of business as described in Part II – Other Information, Item 1, under the caption “Legal Proceedings” and in Note 13 – Commitments, Contingencies and Off-Balance Sheet Arrangements of this Quarterly Report on Form 10-Q, none of which, in management’s opinion, is expected to have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

Contractual Obligations

There have been no material changes in the Company’s contractual obligations since the end of fiscal 2014. Refer to Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014 for additional information regarding the Company’s contractual obligations.

CRITICAL ACCOUNTING POLICIES

There were no material changes in the Company’s critical accounting policies during the period covered by this Quarterly Report on Form 10-Q. Refer to the description of critical accounting policies included in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT

Any statements contained in this Quarterly Report on Form 10-Q regarding the outlook for the Company’s businesses and their respective markets, such as projections of future performance, guidance, statements of the Company’s plans and objectives, forecasts of market trends and other matters, are forward-looking statements based on the Company’s 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, SUPERVALU INC. 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.

Certain factors could cause the Company’s future results to differ materially from those expressed or implied in any forward-looking statements contained in this report. These factors include the factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014 under the heading “Risk Factors,” the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these factors should not be considered as complete or exhaustive.

Competition

• The Company’s ability to attract and retain customers, and the success of the Company’s independent retailers

• Increased competition resulting from consolidation in the grocery industry, and the Company’s ability to effectively respond

• Competition from other food or drug retail chains, supercenters, hard discount, non-traditional competitors and alternative formats in the Company’s markets

• Customer reaction to the increased presence of competitors, including non-traditional competitors, in the Company’s markets

• Competition for employees, store sites and products

• The ability of the Company’s Independent Business to maintain or increase sales due to wholesaler competition, increased competition faced by customers and increased customer self-distribution

• Changes in economic conditions or consumer preferences that affect consumer spending or buying habits

• The success of the Company’s promotional and sales programs and the Company’s ability to respond to the promotional and pricing practices of competitors

Execution of Initiatives

• The Company’s ability to identify and effectively execute on performance improvement and customer service initiatives

• The Company’s ability to offer competitive products and services at low prices and maintain high levels of productivity and efficiency

• The ability to grow by attracting new customers and successfully opening new locations

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• The ability to successfully execute on initiatives involving acquisitions or dispositions

• The Company’s ability to respond appropriately to competitors’ initiatives

Substantial Indebtedness

• The impact of the Company’s substantial indebtedness, including the restrictive operating covenants in the underlying credit facilities, on its business and financial flexibility

• The Company’s ability to comply with debt covenants or to refinance the Company’s debt obligations

• A downgrade in the Company’s debt ratings, which may increase the cost of borrowing or adversely affect the Company’s ability to access one or more financial markets

• The availability of favorable credit and trade terms

Economic Conditions

• Sustained or worsening economic conditions, and the low level of consumer confidence and high unemployment rates that affect consumer spending or buying habits

• Increases in unemployment, insurance and healthcare costs, energy costs and commodity prices, which could impact consumer spending or buying habits and the cost of doing business

• Increases in interest rates, labor costs and tax rates, and other changes in applicable law

• Food and drug inflation or deflation

Labor Relations

• The Company’s ability to renegotiate labor agreements with its unions

• Resolution of issues associated with rising pension, healthcare and employee benefit costs

• Potential for work disruption from labor disputes

Increased Employee Benefit Costs

• Increased operating costs resulting from rising employee benefit costs

• Potential increases in health plan costs resulting from health care reform

• Pension funding obligations related to current and former employees of the Company and the Company’s divested operations

• Required funding of multiemployer pension plans and any withdrawal liability

• The effect of the financial condition of the Company’s pension plans on the Company’s debt ratings

Relationships with Albertson’s LLC and New Albertson’s, Inc.

• Disruptions in current plans, operations and business relationships

• Ability to effectively manage the Company’s cost structure to realize benefits from the Transition Services Agreement with each of Albertson’s LLC and NAI

• Non-renewal or reduction in the scope, level of services, or revenues provided under the Transition Services Agreements, including as a result of the announced acquisition of Safeway Inc. by AB Acquisition LLC, the parent company to each of Albertson’s LLC and NAI

• Ability to eliminate costs and overhead, including costs not directly tied to providing services under the Transition Services Agreements, in the event of any non-renewal or reduction in the scope, level of services or revenues provided under the Transition Services Agreements

• Ability to continue to perform services at the applicable service level under the Transition Services Agreements

• Ability to attract and retain qualified personnel to perform services under the Transition Services Agreements

Disruption of Information Technology Systems

• Dependence of the Company’s businesses on computer hardware and software systems that are vulnerable to security breach by computer hackers and cyber terrorists

• Risk of misappropriation of sensitive data, including customer and employee data, as a result of a cyber-attack or breach and potential related claims

• Costs of complying with stricter privacy and information security law

• Ability of the information technology systems of the Company or its vendors to prevent, contain or detect cyber-attacks or security breaches

• Costs of responding to inquiries, claims or enforcement actions in connection with an attack or breach resulting in the loss, damage or misappropriation of information, and potential related damage to the Company’s reputation

• Difficulties in developing, maintaining or upgrading information technology systems

• Business disruptions or losses resulting from failure of these systems to perform as anticipated for any reason or data theft, information espionage, or other criminal activity directed at the Company’s computer or communications systems

• Inability to keep pace with changing customer expectations and new developments and technology investments by the Company’s competitors

Governmental Regulation

• Costs of compliance with existing laws and regulations and changes in applicable laws and regulations that impose additional requirements or restrictions on the operation of the Company’s businesses

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• The ability to timely obtain permits, comply with government regulations or make capital expenditures required to maintain compliance with government regulations, including those governing ethical, anti-bribery and similar business practices

• Potential costs of compliance with additional foreign laws and regulations if the Company seeks and attains a larger international footprint

Food and Drug Safety

• Events that give rise to actual or potential food contamination, drug contamination or foodborne illness or injury or any adverse publicity relating to these types of concerns, whether or not valid

• Potential recall costs and product liability claims

Legal Proceedings

• Unfavorable outcomes and the costs to defend litigation, governmental or administrative proceedings or other disputes

• Adverse publicity related to such unfavorable outcomes

Severe Weather, Natural Disasters and Adverse Climate Changes

• Property damage or business disruption resulting from severe weather conditions and natural disasters that affect the Company and the Company’s customers or suppliers

• Unseasonably adverse climate conditions that impact the availability or cost of certain products in the grocery supply chain

Disruption to Supply Chain and Distribution Network

• The Company’s ability to effectively maintain its supply chain and distribution network without interruption

• Disruptions due to weather, product recalls, crop conditions, regulatory actions, supplier instability, transportation interruptions, labor supply or vendor disputes

Changes in Military Business

• Competition in the Company’s military business

• Changes in the commissary system, reductions in government expenditures or funding, or changes in military staffing levels or the locations of bases

Adequacy of Insurance

• Variability in actuarial projections regarding workers’ compensation and associated medical costs, automobile and general liability

• Potential increase in the number or severity of claims for which the Company is self-insured

Volatility in Fuel and Energy Costs

• Availability and cost of energy and fuel to store and transport products

• Volatility of fuel, energy and natural gas prices

• Risks associated with possession of compressed natural gas equipment and a fueling station

Asset Impairment Charges

• Unfavorable changes in the Company’s industry, the broader economy, market conditions, business operations, competition or the Company’s stock price and market capitalization that could require impairment to intangible assets, including goodwill, and tangible assets, including property, plant and equipment

Stock Price Volatility

• Fluctuations in the Company’s stock price related to actual or perceived operating performance, any of the factors listed above or stock market fluctuations

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in market risk for the Company in the period covered by this report. See the discussion of market risk in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

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ITEM 4. CONTROLS AND PROCEDURES

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of June 14, 2014. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There has been no change to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business. In the opinion of management, based upon currently-available facts, it is remote that the ultimate outcome of any lawsuits, claims and other proceedings will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position.

In September 2008, a class action complaint was filed against the Company, as well as International Outsourcing Services, LLC (“IOS”); Inmar, Inc.; Carolina Manufacturer’s Services, Inc.; Carolina Coupon Clearing, Inc. and Carolina Services in the United States District Court in the Eastern District of Wisconsin. The plaintiffs in the case are a consumer goods manufacturer, a grocery co-operative and a retailer marketing services company who allege on behalf of a purported class that the Company and the other defendants (i) conspired to restrict the markets for coupon processing services under the Sherman Act and (ii) were part of an illegal enterprise to defraud the plaintiffs under the Federal Racketeer Influenced and Corrupt Organizations Act. The plaintiffs seek monetary damages, attorneys’ fees and injunctive relief. The Company intends to vigorously defend this lawsuit, however all proceedings have been stayed in the case pending the result of the criminal prosecution of certain former officers of IOS.

In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin against the Company alleging that a 2003 transaction between the Company and C&S Wholesale Grocers, Inc. (“C&S”) was a conspiracy to restrain trade and allocate markets. In the 2003 transaction, the Company purchased certain assets of the Fleming Corporation as part of Fleming Corporation’s bankruptcy proceedings and sold certain assets of the Company to C&S which were located in New England. Since December 2008, three other retailers have filed similar complaints in other jurisdictions. The cases have been consolidated and are proceeding in the United States District Court for the District of Minnesota. The complaints allege that the conspiracy was concealed and continued through the use of non-compete and non-solicitation agreements and the closing down of the distribution facilities that the Company and C&S purchased from each other. Plaintiffs are seeking monetary damages, injunctive relief and attorneys’ fees. On July 5, 2011, the District Court granted the Company’s Motion to Compel Arbitration for those plaintiffs with arbitration agreements and plaintiffs appealed. On July 16, 2012, the District Court denied plaintiffs’ Motion for Class Certification and on January 11, 2013, the District Court granted the Company’s Motion for Summary Judgment and dismissed the case regarding the non-arbitration plaintiffs. Plaintiffs have appealed these decisions. On February 12, 2013, the 8th Circuit reversed the District Court decision requiring plaintiffs with arbitration agreements to arbitrate and the Company filed a Petition with the 8th Circuit for an En Banc Rehearing. On June 7, 2013, the 8th Circuit denied the Petition for Rehearing and remanded the case to the District Court. On October 30, 2013, the parties attended a District Court ordered mandatory mediation which was not successful in resolving the matter. On May 21, 2014, a panel of the 8th Circuit (1) reversed the District Court’s decision granting summary judgment in favor of the Company, and (2) affirmed the District Court’s decision denying class certification of a class consisting of all retailers located in the States of Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio and Wisconsin that purchased wholesale grocery products from the Company between December 31, 2004 and September 13, 2008, but remanded the case for the District Court to consider whether to certify a narrower class of purchasers supplied from the Company’s Champaign, Illinois distribution center. On June 18, 2014, the Company filed a petition for en banc review by the 8th Circuit on the reversal of the summary judgment decision and specific issues raised thereunder.

In May 2012, Kiefer, a former Assistant Store Manager at Save-A-Lot, filed a class action against Save-A-Lot seeking to represent current and former Assistant Store Managers alleging violations of the Fair Labor Standards Act related to the fluctuating work week method of pay (“FWW”) in the United States District Court in the District of Connecticut. FWW is a method of compensation whereby employees are paid a fixed salary for all hours worked during a week plus additional compensation at one-half the regular rate for overtime hours. Kiefer claimed that the FWW practice is unlawful or, if lawful, that Save-A-Lot improperly applied the FWW method of pay, including in situations involving paid time off, holiday pay, and bonus payments. In March 2013, the United States District Court granted conditional certification in favor of Kiefer on the issue of whether Save-A-Lot properly applied the FWW. In May 2013, the United States District Court denied Save-A-Lot’s motion for summary judgment on the same issue. This FWW practice is permissible under the Fair Labor Standards Act and other state laws, and Save-A-Lot denied all allegations in the case. The same plaintiffs’ attorneys representing Kiefer filed two additional FWW actions against Save-A-Lot and SUPERVALU. Shortly before filing of the Kiefer lawsuit, in one of these cases filed by a former Assistant Store Manager (Roach) in March 2011, the Superior Court for the Judicial District of Hartford at Hartford granted summary judgment in favor of Save-A-Lot determining FWW was a legal practice in Connecticut. In March 2013, another Save-A-Lot Assistant Store Manager (Pagano) filed an FWW class claim against SUPERVALU under Pennsylvania state law in the Philadelphia County Court of Common Pleas relating to overtime payment. In all three cases, which the Company was defending vigorously, plaintiffs were seeking monetary damages and attorneys’ fees. On August 20, 2013, the parties agreed in principle to resolve the matters on a nationwide basis in a settlement that will cap the Company’s aggregate obligation, including with respect to settlement funds, plaintiffs’ attorneys fees and costs and settlement administration costs. The settlement is subject to the applicable courts’ preliminary and final approval. The court granted preliminary approval of the settlement on March 13, 2014. Final approval is subject to the court’s approval, which the parties will seek in July 2014. The Company recorded a litigation settlement charge of $5 before tax ($3 after tax) in the second quarter of fiscal 2014 in connection with the expected settlement of this matter. The Company funded $5 into a qualified settlement fund on February 28, 2014.

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Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. The Company regularly monitors its exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and its estimates with respect to related costs and exposures.

With respect to the IOS and C&S matters discussed above, the Company believes the chance of a negative outcome is remote. It is possible, although management believes it is remote, that material differences in actual outcomes, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

There were no material changes in risk factors for the Company in the period covered by this report. See the discussion of risk factors in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(in millions, except shares and per share amounts) Period (1)	Total Number of Shares Purchased (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans  or Programs
First four weeks
February 23, 2014 to March 22, 2014		314	$	6.76		—	$	—
Second four weeks
March 23, 2014 to April 19, 2014		2,238	$	6.74		—	$	—
Third four weeks
April 20, 2014 to May 17, 2014		113,799	$	7.05		—	$	—
Fourth four weeks
May 18, 2014 to June 14, 2014		—	$	—		—	$	—
Totals		116,351	$	7.04		—	$	—

(1) The reported periods conform to the Company’s fiscal calendar composed of thirteen 28-day periods. The first quarter of fiscal 2015 contains four 28-day periods.

(2) These amounts include the deemed surrender by participants in the Company’s compensatory stock plans of 116,351 shares of previously issued common stock. These are 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 awards granted under such plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

10.1	SUPERVALU INC. 2012 Stock Plan Form of Stock Option Agreement*
10.2	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Award Agreement*
10.3	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Unit Award Agreement (Stock-Settled)*

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10.4	Amendment No. 1 to Amended and Restated Credit Agreement, dated April 17, 2014, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as loan parties therein, Wells Fargo, N.A., as Administrative Agent and Collateral Agent, and the lenders parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2014)**
10.5	Asset Purchase Agreement, dated May 6, 2014, by and among RBF, LLC, Roundy’s Supermarkets, Inc., SUPERVALU INC., SUPERVALU Pharmacies, Inc. and SUPERVALU Gold, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2014)***
10.6	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Unit Award Agreement (Cash-Settled) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2014)*
10.7	SUPERVALU INC. 2012 Stock Plan (As Amended and Restated July 16, 2014) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2014)*
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following information from the SUPERVALU INC. Quarterly Report on Form 10-Q for the fiscal quarter ended June 14, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Segment Financial Information, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

* Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

** Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential portions of this exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment

*** The exhibits and schedules have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted exhibits and schedules

32

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: July 24, 2014	/s/    BRUCE H. BESANKO
	Bruce H. Besanko Executive Vice President, Chief Financial Officer (principal financial officer)
Dated: July 24, 2014	/s/    SUSAN S. GRAFTON
	Susan S. Grafton Senior Vice President, Finance, and Chief Accounting Officer (principal accounting officer)

33

EXHIBIT INDEX

Exhibit
10.1	SUPERVALU INC. 2012 Stock Plan Form of Stock Option Agreement*
10.2	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Award Agreement*
10.3	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Unit Award Agreement (Stock-Settled)*
10.4	Amendment No. 1 to Amended and Restated Credit Agreement, dated April 17, 2014, among SUPERVALU INC., as Borrower, the subsidiaries of the Company named as loan parties therein, Wells Fargo, N.A., as Administrative Agent and Collateral Agent, and the lenders parties thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2014)**
10.5	Asset Purchase Agreement, dated May 6, 2014, by and among RBF, LLC, Roundy’s Supermarkets, Inc., SUPERVALU INC., SUPERVALU Pharmacies, Inc. and SUPERVALU Gold, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2014)***
10.6	SUPERVALU INC. 2012 Stock Plan Form of Restricted Stock Unit Award Agreement (Cash-Settled) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2014)*
10.7	SUPERVALU INC. 2012 Stock Plan (As Amended and Restated July 16, 2014) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2014)*
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following information from the SUPERVALU INC. Quarterly Report on Form 10-Q for the fiscal quarter ended June 14, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Segment Financial Information, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

* Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

** Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, confidential portions of this exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment

*** The exhibits and schedules have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of all omitted exhibits and schedules

34

EX-10.1

Exhibit 10.1

SUPERVALU INC.

2012 STOCK PLAN

STOCK OPTION AGREEMENT

This agreement is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SUPERVALU INC. (the “Company”) and the individual whose name appears below (“Optionee”).

The Company has established the 2012 Stock Plan (the “Plan”), under which directors and key employees of the Company and its Affiliates may be granted Options to purchase shares of the Company’s common stock. Optionee has been selected by the Company to receive an Option subject to the provisions of this agreement. Capitalized terms that are used in this agreement, that are not defined, shall have the meanings ascribed to them in the Plan.

In consideration of the foregoing, the Company and Optionee hereby agree as follows:

1. Option Grant. The Company hereby grants to Optionee, subject to Optionee’s acceptance hereof, the right and option to purchase the number of Shares indicated below at the exercise price per Share indicated below (the “Exercise Price”), effective as of the Grant Date. The Option has been designated as a Non-Qualified Stock Option (“NQ”) for tax purposes, the consequences of which are set forth in the prospectus that describes the Plan.

2. Acceptance of Option and Stock Option Terms and Conditions. The Option is subject to and governed by the Stock Option Terms and Conditions (“Terms and Conditions”) attached hereto, which is incorporated herein and made a part hereof, and the terms and provisions of the Plan. To accept the Option, this agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company or Optionee must sign and return a copy of this agreement to the Company within sixty (60) days after the Grant Date. By so doing, Optionee acknowledges receipt of the accompanying Terms and Conditions and the Plan, and represents that Optionee has read and understands the same and agrees to be bound by the accompanying Terms and Conditions and the terms and provisions of the Plan. In the event that any provision of this agreement or the accompanying Terms and Conditions is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this agreement or the accompanying Terms and Conditions shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

3. Vesting, Exercise Rights and Expiration. Except as otherwise provided in the accompanying Terms and Conditions: (i) the Option shall vest according the schedule below, (ii) the vested portion of the Option may be exercised in whole or part, and (iii) the Option will expire on the expiration date indicated below (the “Expiration Date”).

Option Number:	OPTION_NUMBER-
Grant Date:	OPTION_DATE,’Month DD-
Number of Shares:	TOTAL_SHARES_GRANTED-
Exercise Price:	OPTION_PRICE-
Expiration Date:	EXPIRE_DATE_PERIOD1-
Vesting Schedule:	34%, 33% and 33% on each anniversary of the Grant Date

SUPERVALU INC.		RECIPIENT:
By:
	Michele A. Murphy	FIRST_NAME-MIDDLE_NAME-LAST_NAME-
	Executive Vice President	EMPLOYEE_IDENTIFIER-
	Human Resources & Corporate Communications

SUPERVALU INC.

2012 STOCK PLAN

STOCK OPTION TERMS AND CONDITIONS

(FOR EMPLOYEES)

These Stock Option Terms and Conditions (“Terms and Conditions”) apply to the Option granted to you under the Plan, pursuant to the Stock Option Agreement (the “Agreement”) to which this document is attached. Capitalized terms that are used in this document, but are not defined, shall have the meanings ascribed to them in the Plan or the attached Agreement. See Section 20 for a list of defined terms.

1. Vesting and Exercisability. The Option shall vest on the date or dates and in the amount or amounts set forth in the attached Agreement, or at such earlier time or times as may be provided in Sections 6 or 8 below.

The vested portion of the Option may be exercised at any time, or from time to time, during the term of the Option to purchase Shares. If in any year the full amount of Shares that may be purchased pursuant to the vested portion of the Option is not purchased, the remaining amount of such Shares shall be available for purchase during the remainder of the term of the Option. The term of the Option shall be for a period of ten (10) years from the Grant Date, terminating at the close of business on the Expiration Date, or such shorter period as is provided for herein.

2. Manner of Exercise. Except as provided in Section 6 or 8 below, you cannot exercise the Option unless at the time of exercise you are an employee of the Company or an Affiliate. Prior to your death or Disability (as set forth in Section 8 below), only you may exercise the Option. You may exercise the Option as follows:

a) By delivering a “Notice of Exercise of Stock Option” to the Company at its principal office, attention: Vice President, Compensation, stating the number of Shares being purchased and accompanied by payment of the full purchase price for such Shares (determined by multiplying the Exercise Price by the number of Shares to be purchased). Note: In the event the Option is exercised by any person other than you pursuant to any of the provisions of Section 7 below, the Notice must be accompanied by appropriate proof of such person’s right to exercise the Option; or

b) By entering an order to exercise the Option using E*TRADE’s website.

3. Method of Payment. The full purchase price for the Shares to be purchased upon exercise of the Option must be paid as follows:

a) By delivering directly to the Company, cash or its equivalent (personal check, bank draft or money order) payable to the Company;

b) By delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE under a broker-assisted sale and remittance program approved by the Company;

c) By delivering directly to the Company Shares having a Fair Market Value as of the exercise date equal to the purchase price (commonly known as a “Stock Swap”);

d) By delivering directly to the Company the full purchase price in a combination of cash and Shares; or

e) By the Company delivering to you a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair Market Value (on the date of exercise) of the Shares as to which the Option is being exercised, over the aggregate exercise price for such Shares under the Option (commonly known as a “net exercise”).

If you pay all or a portion of the purchase price by means of a Stock Swap, you shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

4. Delivery of Shares. You shall not have any of the rights of a stockholder with respect to any Shares subject to the Option until such Shares are purchased by you upon exercise of the Option. Such Shares shall then be issued and delivered to you by the Company as follows:

a) In the form of a stock certificate registered in your name or your name and the name of another adult person (twenty-one (21) years of age or older) as joint tenants, and mailed to your address;

b) In “book entry” form, that is, registered with the Company’s stock transfer agent, in your name or your name and the name of another adult person (twenty-one (21) years of age or older) as joint tenants, with a notice of issuance provided to you; or

c) sent by electronic delivery to your brokerage account.

The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations and to Section 16 below.

5. Withholding Taxes. You are responsible for the payment of any federal, state, local or other taxes that are required to be withheld by the Company upon exercise of the Option and you must promptly remit such taxes to the Company. You may elect to remit these taxes by:

a) Delivering directly to the Company, cash or its equivalent payable to the Company;

b) Delivering indirectly to the Company, cash or its equivalent payable to the Company through E*TRADE’s website;

c) Having the Company withhold a portion of the Shares to be issued upon exercise of the Option having a Fair Market Value as of the exercise date equal to the amount of taxes required to be withheld upon such exercise; or

d) Delivering directly to the Company, Shares, other than the Shares issuable upon exercise of the Option, having a Fair Market Value as of the exercise date equal to the amount of taxes required to be withheld upon such exercise. You shall represent and warrant in writing that you are the owner of the Shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions. To the extent that you possess Shares in certificated form, you shall duly endorse in blank all certificates delivered to the Company.

The Company shall be under no obligation to withhold taxes in excess of your minimum required tax withholding rate if you elect to satisfy your obligation to pay withholding taxes by either of the means specified in clauses 5(c) and 5(d) above.

6. Change of Control.

a) If, within two (2) years after a Change of Control, you experience an involuntary termination of employment initiated by the Company for reasons other than Cause, or a termination of employment for Good Reason, the unvested portion of the Option shall immediately vest and the Option shall become immediately exercisable in full and remain exercisable for one (1) year beginning on the date of your termination of employment. If the Option is replaced pursuant to subsection (d) below, the protections and rights granted under this subsection (a) shall transfer and apply to such replacement option.

b) If, in the event of a Change of Control described in clause (ii) of Section 20(b) below, and to the extent the Option is not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing intrinsic value of the Option at the time of the Change of Control, then the Option shall become fully vested and exercisable for such period of time prior to the effective time of the Change of Control as is deemed fair and equitable by the Committee to provide you with the opportunity to participate as a stockholder in the Change of Control transaction, and shall terminate at the effective time of the Change of Control. The Company will provide written notice of of the period of accelerated vesting and exercisability to you, and the exercise of this Option pursuant to such accelerated vesting and exercisability shall be conditioned upon the consummation of the Change of Control and shall be effective only immediately before such consummation.

c) In the discretion of the Committee and notwithstanding subsection (b) above or any other provision, the Option (whether or not exercisable) may be cancelled at the time of the Change of Control in exchange for cash, property or a combination thereof that is determined by the Committee to be at least equal to the excess (if any) of the value of the consideration that would be received in such Change of Control by a holder of the number of Shares remaining subject to the Option (or the Fair Market Value of such number of Shares immediately prior to the Change of Control if the holders of Company common stock will not receive consideration in such Change of Control), over the aggregate Exercise Price under the Option for that number of Shares. For purposes of clarification, if application of the formula in the preceding sentence does not result in a positive number, then this Option is subject to cancellation without consideration. Furthermore, the Committee is under no obligation to treat Options and/or holders of Options uniformly and has the discretionary authority to treat Options and/or holders of Options disparately.

d) If in the event of a Change of Control and to the extent that this Option is assumed by any successor corporation, affiliate thereof, person or other entity, or is replaced with awards that, solely in the discretionary judgment of the Committee preserve the existing intrinsic value of this Option at the time of the Change of Control and provide for vesting and settlement terms that are at least as favorable to you as the vesting and payout terms applicable to this Option, then the assumed Option or such substitute therefore shall remain outstanding and be governed by its respective terms.

7. Transferability. The Option shall not be transferable other than by will or the laws of descent and distribution. More particularly, the Option may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to these provisions, or the levy of an execution, attachment or similar process upon the Option, shall be void.

8. Effect of Termination of Employment. Subject to Section 6(a) above, following the termination of your employment with the Company and its Affiliates for any of the reasons set forth below, your right to exercise the Option, as well as that of your beneficiary or beneficiaries, shall be as follows:

a) Voluntary. If you voluntarily terminate your employment, you may exercise the portion of the Option that was vested and exercisable as of the date of termination of your employment at any time until the earlier of (i) thirty (30) days after such termination of employment, or (ii) the Expiration Date.

b) Involuntary. If your employment is terminated involuntarily for any reason other than death, Disability or Cause, you may exercise the portion of the Option that was vested and exercisable as of the date of termination of your employment at any time until the earlier of (i) one (1) year after such termination of employment, or (ii) the Expiration Date.

c) Retirement. Notwithstanding paragraphs (a) and (b) above, if your employment terminates on or after reaching age 60 for any reason other than death or Disability, your termination shall be considered a “retirement” and the following provisions will apply:

(i) If at the time of your retirement you have completed at least fifteen (15) years of service with the Company or an Affiliate, any unvested portion of the Option will continue to vest at the same time and in the same manner as if you had remained employed by the Company or an Affiliate. Following your retirement, you may exercise the Option to the extent that it has become vested until the earlier of (i) five (5) years after the date of your retirement, or (ii) the Expiration Date.

(ii) If at the time of your retirement you have completed fewer than fifteen (15) years of service with the Company or an Affiliate, you may exercise the portion of the Option that was vested and exercisable as of the date of your retirement at any time until the earlier of (i) one (1) year after your retirement, or (ii) the Expiration Date.

d) Death.

(i) Prior to Age 60. If your employment terminates as a result of your death prior to reaching age 60, the unvested portion of the Option shall immediately vest and become exercisable in full. Thereafter, the Option may be exercised by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Option that were not previously purchased, until the earlier of (i) one (1) year after the date of your death, or (ii) the Expiration Date.

(ii) On or After Age 60. If your employment terminates as a result of your death on or after you have reached age 60, the unvested portion of your Option shall immediately vest and become exercisable in full. Thereafter, the Option may be exercised by your beneficiary(ies), or a legatee(s) under your last will, or your personal representative(s) or the distributee(s) of your estate, to the full extent of the Shares covered by the Option that were not previously purchased, until the earlier of (i) five (5) years after the date of your death, or (ii) the Expiration Date.

e) Disability.

(i) Prior to Age 60. If your employment terminates prior to reaching age 60 as a result of your Disability, the unvested portion of the Option shall immediately vest and become exercisable in full. Thereafter, the Option may be exercised by you or by your personal representative(s), to the full extent of the Shares covered by the Option that were not previously purchased, until the earlier of (i) one (1) year after your employment terminates due to such Disability, or (ii) the Expiration Date.

(ii) On or After Age 60. If your employment terminates on or after reaching age 60 as a result of your Disability, the unvested portion of the Option shall immediately vest and become exercisable in full. Thereafter, the Option may be exercised by you or by your personal representative(s), to the full extent of the Shares covered by the Option that were not previously purchased, until the earlier of (i) five (5) years after your employment terminates due to such Disability, or (ii) the Expiration Date.

You shall be considered subject to a “Disability” if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

f) Cause. If your employment is terminated for Cause, or if you are determined to have engaged in conduct during a post-termination exercise period that would constitute Cause or be in violation of Section 10, any unexercised or unvested portion of this Option shall be immediately forfeited without consideration.

g) Change in Duties/Leave of Absence. The Option shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company, so long as you continue to be an employee of the Company or of an Affiliate.

9. Repurchase Rights. If your employment with the Company and its Affiliates is terminated for Cause, or if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you any Shares purchased by you upon any exercise of this Option that occurred within six (6) months prior to the date on which your employment with the Company and its Affiliates ended, or at any time thereafter, and you agree to sell such Shares to the Company.

The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, and within thirty (30) days after the Company’s discovery of any breach of the covenants contained in Section 10. Within thirty (30) days after the mailing of such notice, you shall deliver to the Company the number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the purchase price paid by you for the Shares. If you have disposed of the Shares, then in lieu of delivering an equivalent number of Shares to the Company, you must pay to the Company the difference between the amount realized by you from the disposition of the Shares (or the Fair Market Value of the Shares on the disposition date if greater) and the amount you originally paid for the Shares, exclusive of any taxes due and payable or commissions or fees arising from such disposition.

If the Company exercises its repurchase option prior to the actual issuance and delivery to you of any Shares pursuant to the exercise of the Option, no Shares need be issued or delivered. In lieu thereof, the Company shall return to you the purchase price you tendered upon the exercise of the Option to the extent that it was actually received from you by the Company.

10. Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the attached Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its

Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the attached Agreement, as follows:

a) Non-Disclosure of Confidential Information. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one (1) or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions and research activity; marketing and sales strategies, information and techniques; long and short term plans; existing and prospective client, vendor, supplier and employee lists, contacts and information; financial, personnel and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of your employment.

b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software and all other property of the Company or its Affiliates and all copies of such property in your possession. You acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.

c) Non-Solicitation of Existing or Prospective Customers, Vendors and Suppliers. You specifically acknowledge that the Confidential Information described in Section 10(a) includes confidential data pertaining to existing and prospective customers, vendors and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of their businesses depends upon their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 10(e)(i)) or cause such customer, supplier or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

d) Non-Solicitation of Employees. You specifically acknowledge that the Confidential Information described in Section 10(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

e) Non-Competition. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner or in any other capacity, a business competitive with the Business of the Company.

i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.

ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to one percent (1%) of the outstanding shares of a publicly-traded company) or to consult, work in, direct or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology or customer service.

f) No Disparaging Statements. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 10 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to the Company or any of its Affiliates for any breach by you of this Section 10, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section 10, the Option, and any other unexercised options issued under the Plan or any other stock option plans of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 9.

h) Enforceability of These Covenants. It is further agreed and understood by you and the Company that if any part, term or provision of these Terms and Conditions should be held to be unenforceable, invalid or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.

11. Arbitration. You and the Company agree that any controversy, claim or dispute arising out of or relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by final and binding arbitration under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, or other neutral arbitrator and rules as mutually agreed to by you and the Company, except for claims by the Company relating to your alleged breach of any of the employee covenants set forth in Section 10 above. This agreement to arbitrate specifically includes, but is not limited to, discrimination claims under Title VII of the Civil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Section 11 shall preclude the Company from pursuing a court action to obtain a temporary restraining order or a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 10. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Option or your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the arbitrator must be in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and

other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by you and the Company unless otherwise mutually agreed or the law provides otherwise.

12. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Option such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under these Terms and Conditions and the attached Agreement, then the Committee administering the Plan shall, in such manner as it may deem equitable, adjust any or all of the number and type of Shares (or other securities or other property) covered by the Option and the Exercise Price of the Option.

13. Severability. In the event that any portion of these Terms and Conditions shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of these Terms and Conditions.

14. No Right to Employment. Nothing in these Terms and Conditions or the attached Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss you from employment, free from any liability or any claim under these Terms and Conditions or the attached Agreement, unless otherwise expressly provided in these Terms and Conditions or the attached Agreement.

15. Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of these Terms and Conditions and the attached Agreement.

16. Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

17. Headings. Headings are given to the sections and subsections of these Terms and Conditions and the attached Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of these Terms and Conditions or the attached Agreement or any provision hereof or thereof.

18. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of these Terms and Conditions and the attached Agreement.

19. Notices. For purpose of the Agreement and these Terms and Conditions, notices and all other communications provided for in the Agreement, these Terms and Conditions or contemplated by either shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed United States certified or registered mail, return receipt requested, postage prepaid, and addressed, in the case of the Company, to the Company at:

P.O. Box 990

Minneapolis, MN 55440

Attention: Corporate Secretary

and in the case of you, to you at the most current address shown on your employment records. Either party may designate a different address by giving notice of change of address in the manner provided above, except that notices of change of address shall be effective only upon receipt.

a) Notice of Termination by Company. Any purported termination of employment of you by the Company (whether for Cause or without Cause) shall be communicated by a Notice of Termination to you. No purported termination of employment of you by the Company shall be effective without a Notice of Termination having been given.

b) Good Reason Notice by You. Any purported termination of employment by you for Good Reason shall be communicated by a Notice of Termination to the Company. Your termination of employment will not be for Good Reason unless (i) you give the Company written notice of the event or circumstance which you claim is the basis for Good Reason within six (6) months of such event or circumstance first occurring, and (ii) the Company is given thirty (30) days from its receipt of such notice within which to cure or resolve the event or circumstance so noticed. If the circumstance is cured or resolved within said thirty (30) days, your termination of employment will not be for Good Reason.

20. Definitions. The following terms, and terms derived from the following terms, shall have the following meanings when used in these Terms and Conditions or the attached Agreement with initial capital letters unless, in the context, it would be unreasonable to do so.

a) Cause shall mean:

i) your continued failure to perform your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or an officer of the Company which specifically identifies the manner in which the Board or the officer believes that you have not substantially performed your duties;

ii) the conviction of, or plea of guilty or nolo contendere to, a felony or the willful engaging by you in conduct which is materially and demonstrably injurious to the Company;

iii) your commission of a material act or material acts of personal dishonesty intended to result in your substantial personal enrichment at the expense of the Company; or

iv) your material violation of Company policies relating to Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence;

provided, however, that in no event shall Cause exist by virtue of any action taken by you (A) in compliance with express written directions of the Board, the Company’s Chief Executive Officer or the officer to whom you report, or (B) in reliance upon the express written consent of the Company’s counsel.

In each case above, for a termination of employment to be for Cause, you must be provided with a Notice of Termination (as described in Section 19(a)) within six (6) months after the Company has actual knowledge of the act or omission constituting Cause. Whether a termination of employment is for Cause as provided above will be determined by the Company in its sole discretion based on all the facts and circumstances. For purposes hereof, the term “Company” shall include an Affiliate.

b) Change of Control shall be deemed to have occurred upon any of the following events:

i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the Company, or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;

ii) the consummation of any merger or other business combination of the Company, sale or lease of all or substantially all of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (60%) of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company’s assets, or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

iii) within any 24-month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest).

c) Change of Control Date shall mean the date on which a Change of Control occurs.

d) Good Reason shall mean any one (1) or more of the following events occurring during the two-year period following the Change of Control Date:

i) your annual base salary is reduced below the amount in effect on the Change of Control Date;

ii) your Target Bonus is reduced below the Target Bonus as it existed on the Change of Control Date;

iii) your title is reduced from the title that you had on the Change of Control Date, or your duties and responsibilities are materially and adversely diminished in comparison to the duties and responsibilities that you had on the Change of Control Date other than in a general reduction of the number or scope of personnel for which you are responsible for supervising which reduction occurs in connection with a restructuring or recapitalization of the Company or the division of the Company in which you work;

iv) the program of long term incentive compensation is materially and adversely diminished in comparison to the program of long term incentive compensation as it existed for you on the Change of Control Date (for purposes of this clause (iv), a reduction of fifteen percent (15%) or more of the target dollar amount of your long term incentive compensation as it existed for you on the Change of Control Date based on your most recent award of long term incentive compensation prior to the Change of Control Date shall be considered to be material and adverse); or

v) you are required to be based at a location more than forty-five (45) miles from the location where you were based and performed services on the Change of Control Date;

provided, however, that any diminution of duties or responsibilities that occurs solely as a result of the fact that the Company ceases to be a public company or that the size of the Company has been reduced as a result of the Change of Control shall not, in and of itself, constitute Good Reason.

e) Notice of Termination shall mean a written notice which shall indicate the specific provision in these Terms and Conditions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for your termination of employment under the provisions so indicated.

f) Target Bonus shall mean the target amount of bonus established under the annual bonus plan for you for the year in which the termination of employment occurs. When the context requires, it shall also mean the target amount of bonus established for any earlier or later year.

Original Approval:

EX-10.2

Exhibit 10.2

SUPERVALU INC.

2012 STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

This agreement is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SUPERVALU INC. (the “Company”), and the individual whose name appears below (“Recipient”).

The Company has established the 2012 Stock Plan (the “Plan”), under which key employees of the Company may be granted Awards of Restricted Stock of the Company. Recipient has been selected by the Company to receive an Award of Restricted Stock subject to the provisions of this Restricted Stock Award Agreement (the “Agreement”). Capitalized terms that are used in this Agreement, that are not defined, shall have the meanings ascribed to them in the Plan.

In consideration of the foregoing, the Company and Recipient hereby agree as follows:

1. Grant. The Company hereby grants to Recipient, subject to Recipient’s acceptance hereof, an Award of Restricted Stock for the number of Shares indicated below, effective as of the Grant Date.

2. Acceptance of Award of Restricted Stock and Restricted Stock Award Terms and Conditions. The Award of Restricted Stock is subject to and governed by the Restricted Stock Award Terms and Conditions (“Terms and Conditions”) attached hereto, which is incorporated herein and made a part hereof, and the terms and provisions of the Plan. To accept the Award of Restricted Stock, this Agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company, or Recipient must sign and return a copy of this Agreement to the Company within sixty (60) days after the Grant Date. By so doing, Recipient acknowledges receipt of the accompanying Terms and Conditions and the Plan, and represents that Recipient has read and understands the same and agrees to be bound by the accompanying Terms and Conditions and the terms and provisions of the Plan. In the event that any provision of this Agreement or the accompanying Terms and Conditions is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this Agreement or the accompanying Terms and Conditions shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

3. Vesting. Except as otherwise provided in the accompanying Terms and Conditions, this Restricted Stock Award shall vest according to the schedule below.

Award Number:	OPTION_NUMBER-
Award Date:	OPTION_DATE
Number of Shares Vesting:	VESTING_SCHEDULE

SUPERVALU INC.		RECIPIENT:
By:
	Michele A. Murphy	FIRST_NAME-MIDDLE_NAME- LAST_NAME-
	Executive Vice President	EMPLOYEE_IDENTIFIER-
	Human Resources & Corporate Communications

SUPERVALU INC.

2012 STOCK PLAN

RESTRICTED STOCK AWARD TERMS AND CONDITIONS

These Restricted Stock Award Terms and Conditions (“Terms and Conditions”) apply to the Award of Restricted Stock granted under the 2012 Stock Plan (the “Plan”), pursuant to the Restricted Stock Award Agreement (the “Agreement”) to which this document is attached. Capitalized terms that are used in this document, but are not defined, shall have the meanings ascribed to them in the Plan or the attached Agreement. See Section 21 for a list of defined terms.

1. Award of Restricted Stock. SUPERVALU INC. (the “Company”) hereby grants to you an Award of Restricted Stock for the number of Shares set forth in the attached Agreement. Until such Shares vest as provided in the Agreement and these Terms and conditions, they shall be referred to as “Restricted Shares.” The Award is effective as of the Grant Date.

2. Rights with Respect to the Restricted Shares. With respect to the Restricted Shares, you shall be entitled to exercise the rights of a stockholder of the Company’s Common Stock, $0.01 par value (the “Common Stock”), including the right to vote the Restricted Shares and the right to receive cash dividends thereon as provided in Section 9 hereof, unless and until the Restricted Shares are forfeited pursuant to Section 5 hereof. Your rights with respect to the Restricted Shares shall remain forfeitable and subject to the restrictions of Sections 6 and 9 below at all times prior to the date on which such Restricted Shares vest, and the restrictions with respect to the Restricted Shares lapse, in accordance with Section 3, Section 4 or Section 5 hereof.

3. Vesting. Except as otherwise provided below in these Terms and Conditions, the Restricted Shares shall vest in full and the restrictions on the Restricted Shares shall lapse on the date(s) and in the amount(s) set forth in the attached Agreement if you remain continuously employed by the Company or any of its Affiliates until the applicable vesting date(s).

4. Change of Control.

a) If, within two years after a Change of Control, you experience an involuntary termination of employment initiated by the Company for reasons other than Cause, or a termination of employment for Good Reason, then you shall become immediately and unconditionally vested in all the Restricted Shares and the restrictions with respect to all the Restricted Shares shall lapse. If this Award of Restricted Stock is replaced pursuant to subsection (c) below, the protections and rights granted under this subsection (a) shall transfer and apply to such replacement grant.

b) If, in the event of a Change of Control, and to the extent this Award of Restricted Stock is not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing value of this Award of Restricted Stock at the time of the Change of Control, then you shall become immediately and unconditionally vested in all the Restricted Shares and the restrictions with respect to all the Restricted Shares shall lapse upon the Change of Control.

c) If in the event of a Change of Control and to the extent that this Award of Restricted Stock is assumed by any successor corporation, affiliate thereof, person or other entity, or is replaced with awards that, solely in the discretionary judgment of the Committee preserve the existing value of this Award of Restricted Stock at the time of the Change of Control and provide for vesting and settlement terms that are at least as favorable to you as the vesting and payout terms applicable to this Award of Restricted Stock, then the assumed Award of Restricted Stock or such substitute therefor shall remain outstanding and be governed by its respective terms.

5. Effect of Termination of Employment. If you cease to be an employee of the Company and its Affiliates prior to the vesting of the Restricted Shares pursuant to Section 3 and the Agreement for any reason, other than pursuant to Section 4 or the following terms of this Section 5, then your rights to all of the unvested Restricted Shares shall be immediately and irrevocably forfeited, including the right to vote such Restricted Shares and the right to receive cash dividends on such Restricted Shares.

a) Retirement. If you retire, the unvested portion of the Restricted Shares shall continue to vest at the same time they would have vested pursuant to Section 3 and the Agreement had you remained employed. You shall be deemed to have retired, solely for purposes of these Terms and Conditions and the attached Agreement in the event that your employment terminates for any reason other than death or Disability (as defined below), and at the time of your termination you are at least sixty (60) years of age and you have completed at least fifteen (15) years of service with the Company or an Affiliate.

b) Death. If your death occurs while you are employed by the Company or an Affiliate, or after your retirement, as described in Section 6(a), the unvested portion of the Restricted Shares shall immediately vest in full.

c) Disability. If your employment terminates as a result of a Disability, the unvested portion of the Restricted Shares shall immediately vest in full. You shall be considered subject to a “Disability” for these purposes if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company.

d) Change in Duties/Leave of Absence. The Restricted Shares shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company so long as you continue to be an employee of the Company or of an Affiliate.

e) Cause Termination. Notwithstanding anything in the Agreement or the Terms and Conditions to the contrary, all Restricted Shares shall be terminated and forfeited immediately upon your termination of employment for Cause.

f) Other Exceptions. The Committee may determine to accelerate the vesting of the Restricted Shares if you cease to be an employee of the Company and its Affiliates prior to the vesting of the Restricted Shares pursuant to the Agreement and Sections 3, 4 or 5 hereof for any reason.

6. Restrictions on Transfer. Except as may otherwise be determined by the Committee, and except for transfer by will or the laws of descent and distribution in connection with Section 5(b) above, until the Restricted Shares vest pursuant to Section 3, Section 4 or Section 5 hereof, none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered by you, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares. No transfer by will or the applicable laws of descent and distribution of any Restricted Shares which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

7. Issuance and Custody of Restricted Shares.

a) The Company shall, at its option, cause the Restricted Shares to be issued in book entry registration, in your name, or in the form of a certificate registered in your name, which certificate shall be held by the Company. The Restricted Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Shares.

b) If any certificate is issued, you shall be required to execute and deliver to the Company a stock power relating to the Restricted Shares as a condition to the receipt of this Award of Restricted Stock.

c) After Restricted Shares vest pursuant to Section 3, Section 4 or Section 5 hereof, and following payment of the applicable withholding taxes pursuant to Section 8 hereof, the Company shall promptly cause such vested Shares (less any Shares withheld to pay taxes), free of the restrictions and/or legend described in Section 7(a) hereof, to be delivered as follows:

1) in the form of a stock certificate or certificates, registered in your name or in the names of your legal representatives, beneficiaries or heirs, as the case may be;

2) in “book entry” form, that is, registered with the Company’s stock transfer agent, in your name or in the names of your legal representatives, beneficiaries or heirs, as the case may be, with a notice of issuance provided to you or such transferees; or

3) sent by electronic delivery to your brokerage account.

Only whole Shares shall be issued pursuant to this Award. The value of any fractional Share shall be paid in cash at the time the whole Shares are delivered to you hereunder and shall be based on the Fair Market Value of one Share of Common Stock on that date.

8. Taxes.

a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the Award of Restricted Stock (including the advisability of making the election described in Section 8(b) below), the receipt of any payment of cash dividends, the vesting of the Restricted Shares and any other matters related to the Terms and Conditions and the attached Agreement. In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Company may take such action, and may require you to take such action, as it deems appropriate to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.

b) You may make and file with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of any such election to the Company. If you make and file such an election, you shall make such arrangements as are satisfactory to the Company to provide for the timely payment of all applicable withholding taxes.

c) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable federal or state income tax withholding obligations arising from the vesting of, and the lapse of restrictions relating to, the Restricted Shares by (i) having the Company withhold a portion of the Shares otherwise to be delivered by you upon such vesting having a Fair Market Value equal to the amount of taxes required to be withheld on such vesting, or (ii) delivering to the Company shares of Common Stock, other than the Shares issuable upon such vesting, having a Fair Market Value equal to the amount of taxes required to be withheld on such vesting. You may elect to satisfy any tax withholding obligations arising prior to the vesting of any Restricted Shares pursuant to Section 3, Section 4 or Section 5 hereof by delivering to the Company shares of Common Stock other than the Shares issuable upon such vesting having a Fair Market Value equal to the amount of taxes required to be withheld.

9. Distributions and Adjustments.

a) If any Restricted Shares vest subsequent to any change in the number or character of the Common Stock through any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company,

issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event that affects the Restricted Shares covered by this Award of Restricted Stock, you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock. Any such securities or other consideration shall be subject to Section 9(b) below pending vesting of the underlying Restricted Shares.

b) Any additional shares of Common Stock, any other securities of the Company and any other property (except for cash dividends or other cash distributions) distributed with respect to the Restricted Shares prior to the date the Restricted Shares vest shall be subject to the same restrictions, terms and conditions as the Restricted Shares and shall be promptly deposited with the Secretary of the Company or the custodian designated by the Secretary to be held in custody in accordance with Section 7(a) hereof. Any cash dividends or other cash distributions payable with respect to the Restricted Shares shall be distributed to you at the same time cash dividends or other cash distributions are distributed to stockholders of the Company generally.

10. Recovery Rights. If your employment with the Company or an Affiliate is terminated for Cause, or if you breach any of the covenants contained in Section 11 below, any Restricted Shares shall immediately be forfeited and the Company shall have the right to recover any Shares received by you in connection with any vesting of Restricted Shares that occurred within six (6) months prior to the date on which your employment with the Company and its Affiliates ended, or at any time thereafter. The Company may exercise its rights to recover the Shares by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company within thirty (30) days following the termination of your employment for the recovery of Shares attributable to Restricted Shares that vested prior to any termination for Cause, and within thirty (30) days after the Company’s discovery of any breach of the covenants contained in Section 11. Within thirty (30) days after the mailing of such notice, you shall deliver to the Company the number of Shares specified by the Company in the notice. If you have disposed of the Shares, then in lieu of delivering the specified number of Shares to the Company, you must pay to the Company the fair market value of the Shares, determined at the time of the disposition, exclusive of any taxes due and payable or commissions or fees arising from such disposition.

11. Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the attached Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the attached Agreement, as follows:

a) Non-Disclosure of Confidential Information. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors or suppliers; trade secrets, data, specifications, developments, inventions and research activity; marketing and sales strategies, information and techniques; long and short term plans; existing and prospective client, vendor, supplier and employee lists, contacts and information; financial,

personnel and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding and replications of such Confidential Information will remain the sole property of the Company or its Affiliates, as applicable, and must be returned to the Company or such Affiliates immediately upon termination of your employment.

b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software and all other property of the Company or its Affiliates and all copies of such property in your possession. You acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.

c) Non-Solicitation of Existing or Prospective Customers, Vendors, and Suppliers. You specifically acknowledge that the Confidential Information described in Section 11(a) includes confidential data pertaining to existing and prospective customers, vendors and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of their businesses depends upon their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 11(e)(i)) or cause such customer, supplier or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

d) Non-Solicitation of Employees. You specifically acknowledge that the Confidential Information described in Section 11(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

e) Non-Competition. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner or in any other capacity, a business competitive with the Business of the Company.

i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.

ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to one percent (1%) of the outstanding shares of a publicly-traded company) or to consult, work in, direct or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology or customer service.

f) No Disparaging Statements. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 11 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to Company or any of its Affiliates for any breach by you of this Section 11, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section 11, the unvested portion of this Award of Restricted Stock shall be immediately and irrevocably forfeited and the Company shall have the right to exercise any and all of the rights described above, including the provisions articulated in Section 10.

h) Enforceability of These Covenants. It is further agreed and understood by you and the Company that if any part, term or provision of these Terms and Conditions and the attached Agreement should be held to be unenforceable, invalid or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions and the attached Agreement shall not be affected or impaired in any way.

12. Arbitration. You and the Company agree that any controversy, claim or dispute arising out of or relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by final and binding arbitration under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, or other neutral arbitrator and rules as mutually agreed to by you and the Company, except for claims by the Company relating to your alleged breach of any of the employee covenants set forth in Section 11 above. This agreement to arbitrate specifically includes, but is not limited to, discrimination claims under Title VII of the Civil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Section 12 shall preclude the Company from pursuing a court action to obtain a temporary restraining order or a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 11. The agreement to arbitrate shall continue in full force and effect despite the forfeiture of this Award of Restricted Stock or the termination of your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the arbitrator must be in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding, and that judgment upon the final award may be entered in any court having jurisdiction thereof.

The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by you and the Company unless otherwise mutually agreed or the law provides otherwise.

13. Severability. In the event that any portion of these Terms and Conditions and the attached Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of these Terms and Conditions and the attached Agreement.

14. Interpretations. These Terms and Conditions and the attached Agreement are subject in all respects to the Plan. A copy of the Plan is available upon your request. In the event that any provision of these Terms and Conditions or the attached Agreement is inconsistent with the terms of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under these Terms and Conditions or the attached Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

15. No Right to Employment. Nothing in these Terms and Conditions, the attached Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss you from employment, free from any liability or any claim under these Terms and Conditions and the attached Agreement, unless otherwise expressly provided in these Terms and Conditions and the attached Agreement.

16. Compensation. Any compensation realized from the receipt or vesting of this Award of Restricted Stock shall constitute a special long-term incentive payment to you and whether or not it is taken into account as compensation in determining the amount of any benefit under any retirement or other employee benefit plan of the Company or any of its Affiliates will be determined solely under the terms of those benefit plans.

17. Securities Matters. The Company shall not be required to deliver any vested Shares subject to this Award until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

18. Headings. Headings are given to the sections and subsections of these Terms and Conditions and the attached Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of these Terms and Conditions and the attached Agreement or any provision hereof or thereof.

19. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of these Terms and Conditions and the attached Agreement.

20. Notices. For purpose of these Terms and Conditions and the attached Agreement, notices and all other communications provided for in the Agreement, these Terms and Conditions or contemplated by either shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed via United States certified or registered mail, return receipt requested, postage prepaid, and addressed, in the case of the Company, to the Company at:

P.O. Box 990

Minneapolis, MN 55440

Attention: Corporate Secretary

and in the case of you, to you at the most current address shown on your employment records. Either party may designate a different address by giving notice of change of address in the manner provided above, except that notices of change of address shall be effective only upon receipt.

a) Notice of Termination by Company. Any purported termination of employment of you by the Company (whether for Cause or without Cause) shall be communicated by a Notice of Termination to you. No purported termination of employment of you by the Company shall be effective without a Notice of Termination having been given.

b) Good Reason Notice by You. Any purported termination of employment by you for Good Reason shall be communicated by a Notice of Termination to the Company. Your termination of employment will not be for Good Reason unless (i) you give the Company written notice of the event or circumstance which you claim is the basis for Good Reason within six (6) months of such event or circumstance first occurring and (ii) the Company is given thirty (30) days from its receipt of such notice within which to cure or resolve the event or circumstance so noticed. If the circumstance is cured or resolved within said thirty (30) days, your termination of employment will not be for Good Reason.

21. Definitions. The following terms, and terms derived from the following terms, shall have the following meanings when used in these Terms and Conditions and the attached Agreement with initial capital letters unless, in the context, it would be unreasonable to do so.

a) Cause shall mean:

i) your continued failure to perform your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or an officer of the Company which specifically identifies the manner in which the Board or the officer believes that you have not substantially performed your duties;

ii) the conviction of, or plea of guilty or nolo contendere to, a felony or the willful engaging by you in conduct which is materially and demonstrably injurious to the Company;

iii) your commission of a material act or material acts of personal dishonesty intended to result in your substantial personal enrichment at the expense of the Company; or

iv) your material violation of Company policies relating to Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence;

provided, however, that in no event shall Cause exist by virtue of any action taken by you (A) in compliance with express written directions of the Board, the Company’s Chief Executive Officer or the officer to whom you report, or (B) in reliance upon the express written consent of the Company’s counsel.

In each case above, for a termination of employment to be for Cause, you must be provided with a Notice of Termination (as described in Section 20(a)) within six (6) months after the Company has actual knowledge of the act or omission constituting Cause. Whether a termination of employment is for Cause as provided above will be determined by the Company in its sole discretion based on all the facts and circumstances. For purposes hereof, the term “Company” shall include an Affiliate.

b) Change of Control shall be deemed to have occurred upon any of the following events:

i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of Common Stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;

ii) the consummation of any merger or other business combination of the Company, sale or lease of all or substantially all of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own at least sixty percent (60%) of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company’s assets or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

iii) within any 24-month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest).

c) Change of Control Date shall mean the date on which a Change of Control occurs.

d) Good Reason shall mean any one or more of the following events occurring during the two-year period following the Change of Control Date:

i) your annual base salary is reduced below the amount in effect on the Change of Control Date;

ii) your Target Bonus is reduced below the Target Bonus as it existed on the Change of Control Date;

iii) your title is reduced from the title that you had on the Change of Control Date, or your duties and responsibilities are materially and adversely diminished in comparison to the duties and responsibilities that you had on the Change of Control Date other than in a general reduction of the number or scope of personnel for which you are responsible for supervising which reduction occurs in connection with a restructuring or recapitalization of the Company or the division of the Company in which you work;

iv) the program of long term incentive compensation is materially and adversely diminished in comparison to the program of long term incentive compensation as it existed for you on the Change of Control Date (for purposes of this clause (iv), a reduction of fifteen percent (15%) or more of the target dollar amount of your long term incentive compensation as it existed for you on the Change of Control Date based on your most recent award of long term incentive compensation prior to the Change of Control Date shall be considered to be material and adverse); or

v) you are required to be based at a location more than forty-five (45) miles from the location where you were based and performed services on the Change of Control Date;

provided, however, that any diminution of duties or responsibilities that occurs solely as a result of the fact that the Company ceases to be a public company or that the size of the Company has been reduced as a result of the Change of Control shall not, in and of itself, constitute Good Reason.

e) Notice of Termination shall mean a written notice which shall indicate the specific provision in these Terms and Conditions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for your termination of employment under the provisions so indicated.

f) Target Bonus shall mean the target amount of bonus established under the annual bonus plan for you for the year in which the termination of employment occurs. When the context requires, it shall also mean the target amount of bonus established for any earlier or later year.

Original Approval:

EX-10.3

Exhibit 10.3

SUPERVALU INC.

2012 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This agreement is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SUPERVALU INC. (the “Company”), and the individual whose name appears below (“Recipient”).

The Company has established the 2012 Stock Plan (the “Plan”), under which key employees of the Company may be granted Awards of Restricted Stock Units. Recipient has been selected by the Company to receive an Award of Restricted Stock Units subject to the provisions of this agreement. Capitalized terms that are used in this agreement, that are not defined, shall have the meanings ascribed to them in the Plan.

In consideration of the foregoing, the Company and Recipient hereby agree as follows:

1. Grant. The Company hereby grants to Recipient, subject to Recipient’s acceptance hereof, an Award of the number of Restricted Stock Units indicated below, effective as of the Grant Date. Each Restricted Stock Unit represents the right to receive one Share of the Company’s Common Stock, $0.01 par value (the “Common Stock”), following the vesting of the Restricted Stock Unit.

2. Acceptance of Award of Restricted Stock Units and Restricted Stock Unit Award Terms and Conditions. The Award of Restricted Stock Units is subject to and governed by the Restricted Stock Unit Award Terms and Conditions (“Terms and Conditions”) attached hereto, which is incorporated herein and made a part hereof, and the terms and provisions of the Plan. To accept the Award of Restricted Stock Units, this agreement must be delivered and accepted through an electronic medium in accordance with procedures established by the Company, or Recipient must sign and return a copy of this agreement to the Company within sixty (60) days after the Grant Date. By so doing, Recipient acknowledges receipt of the accompanying Terms and Conditions and the Plan, and represents that Recipient has read and understands the same and agrees to be bound by the accompanying Terms and Conditions and the terms and provisions of the Plan. In the event that any provision of this agreement or the accompanying Terms and Conditions is inconsistent with the terms and provisions of the Plan, the terms and provisions of the Plan shall govern. Any question of administration or interpretation arising under this agreement or the accompanying Terms and Conditions shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.

3. Vesting. Except as otherwise provided in the accompanying Terms and Conditions, this Restricted Stock Unit Award shall vest according to the schedule below.

Award Number:	Share_NUMBER-
Grant Date:	Restricted Stock Unit _DATE
Vesting Schedule:	34%, 33% and 33% on each anniversary of the Grant Date

SUPERVALU INC.		RECIPIENT:
By:
	Michele A. Murphy	FIRST_NAME-MIDDLE_NAME- LAST_NAME-
	Executive Vice President	EMPLOYEE_IDENTIFIER-
	Human Resources & Corporate Communications

SUPERVALU INC.

2012 STOCK PLAN

RESTRICTED STOCK UNIT AWARD TERMS AND CONDITIONS

(FOR EMPLOYEES)

These Restricted Stock Unit Award Terms and Conditions (“Terms and Conditions”) apply to the Award of Restricted Stock Units granted under the 2012 Stock Plan (the “Plan”) pursuant to the Restricted Stock Unit Award Agreement (the “ Agreement”) to which this document is attached. Capitalized terms that are used in this document, but are not defined, shall have the meanings ascribed to them in the Plan or the attached Agreement. See Section 18 for a list of defined terms.

1. Vesting and Rights. Except as otherwise provided below in these Terms and Conditions, you shall vest in the Restricted Stock Units on the date or dates and in the amount or amounts set forth in the attached Agreement if you remain continuously employed by the Company or any of its Affiliates until the respective vesting dates. The Restricted Stock Units granted pursuant to the attached Agreement do not and shall not give you any of the rights and privileges of a holder of Common Stock. Your rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date or dates on which such Units become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance with the Agreement, this Section 1 and Sections 4 and 6 of these Terms and Conditions.

2. Delivery of Shares. No Shares of Common Stock shall be issued to you prior to the date on which the applicable Restricted Stock Units vest, in accordance with the terms and conditions of the attached Agreement and these Terms and Conditions. Furthermore, and except as otherwise provided in Sections 4(e) and 4(f), each Share of Common Stock to be issued to you in settlement of a Restricted Stock Unit shall be issued promptly after, but in no event later than sixty (60) calendar days after, the applicable Restricted Stock Unit vests, provided payment of the applicable withholding taxes pursuant to Section 3 hereof has been made. The Company shall cause such Shares (less any Shares withheld to pay taxes) to be delivered to you, free of any restrictions, as follows:

a) In the form of a stock certificate registered in your name or your name and the name of another adult person (twenty-one (21) years of age or older) as joint tenants, and mailed to your address;

b) In “book entry” form, that is, registered with the Company’s stock transfer agent, in your name or your name and the name of another adult person (twenty-one (21) years of age or older) as joint tenants, with a notice of issuance provided to you; or

c) sent by electronic delivery to your brokerage account.

Only whole Shares of Common Stock shall be issued to you pursuant to this Agreement.

3. Taxes

a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units and the receipt of Shares in settlement of the Restricted Stock Units and any other matters related to the Terms and Conditions and the attached Agreement. In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Company may take such action, and may require you to take such action, as it deems appropriate to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.

b) You acknowledge that you are responsible for the payment of any federal, state, local or other taxes that are required to be withheld by the Company upon vesting or settlement of the Restricted Stock Units, and authorize the Company to withhold from other compensation owed to you an amount or amounts sufficient to pay such taxes. In order to satisfy any applicable federal, state, local or other taxes that are required to be withheld in connection with the settlement of Restricted Stock Units, the Company shall withhold a portion of the Shares otherwise to be issued following vesting of the Restricted Stock Units having a Fair Market Value as of the settlement date equal to the amount of federal and state income tax required to be withheld upon such settlement (commonly referred to as a “Tax Swap” or “Stock for Tax”).

4. Change of Control

a) If, within two (2) years after a Change of Control, you experience an involuntary termination of employment initiated by the Company for reasons other than Cause, or a termination of employment for Good Reason, the unvested portion of the Restricted Stock Units shall immediately vest. If the Restricted Stock Units are replaced pursuant to subsection (d) below, the protections and rights granted under this subsection (a) shall transfer and apply to such replacement grant.

b) If, in the event of a Change of Control, and to the extent the Restricted Stock Units are not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing value of the Restricted Stock Units at the time of the Change of Control, then the unvested portion of the Restricted Stock Units shall immediately vest.

c) In the discretion of the Committee and notwithstanding subsections (a) or (b) above, the Committee may fully vest the Restricted Stock Units at the time of a Change of Control and deliver in exchange therefor cash, property or a combination thereof that is determined by the Committee to be at least equal to the value of the consideration that would be received in such Change of Control by the holders of Common Stock. The Committee is under no obligation to treat Recipients of Restricted Stock Units uniformly and has the discretionary authority to treat Recipients disparately.

d) In the event of a Change of Control and to the extent that the Restricted Stock Units are assumed by any successor corporation, affiliate thereof, person or other entity, or are replaced with awards that, solely in the discretionary judgment of the Committee, preserve the existing value of the Restricted Stock Units at the time of the Change of Control and provide for vesting terms that are at least as favorable to you as the vesting terms applicable to the Restricted Stock Units, then the assumed Restricted Stock Units or such substitute therefore shall remain outstanding and be governed by its respective terms.

e) Notwithstanding anything in this Section 4 to the contrary, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, and if the application of the other provisions of this Section 4 would cause a violation of such Code section, then the unvested portion of your Restricted Stock Units shall immediately vest at the time of the Change of Control and issuance and delivery of Shares in settlement of such Restricted Stock Units shall occur after such vesting no later than sixty (60) calendar days after the earliest of: (i) such vesting date if the Change of Control also constitutes a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A, (ii) your “separation from service” with the Company within the meaning of Code Section 409A, or (iii) the applicable vesting date or dates set forth in the attached Agreement.

f) If the Restricted Stock Units become payable as a result of clause (ii) of subsection 6(e) and if you are a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the Company’s policy for identifying specified employees) on the date of your separation from service, then the issuance and delivery of Shares in settlement of the Restricted Stock Units shall be made to you no later than sixty (60) calendar days after the first business day that is six months after the date of your separation from service (or if your death occurs during such six month period, within sixty (60) calendar days after your death).

5. Transferability. The Restricted Stock Units shall not be transferable. More particularly, the Restricted Stock Units may not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to these provisions, or the levy of an execution, attachment or similar process upon the Restricted Stock Units, shall be void.

6. Effect of Termination of Employment. If you cease to be an employee of the Company and its Affiliates prior to the vesting of the Restricted Stock Units pursuant to Section 1 and the Agreement for any reason, other than pursuant to Section 4 or the following terms of this Section 6, then your rights to all of the unvested Restricted Stock Units shall be immediately and irrevocably forfeited.

g) Retirement. If you retire, the unvested portion of the Restricted Stock Units shall continue to vest at the same time they would have vested pursuant to Section 1 and the Agreement had you remained employed. You shall be deemed to have retired, solely for purposes of these Terms and Conditions and the attached Agreement in the event that your employment terminates for any reason other than death or disability, and at the time of your termination you are at least sixty (60) years of age and you have completed at least fifteen (15) years of service with the Company or an Affiliate.

h) Death. If your death occurs while you are employed by the Company or an Affiliate, or after your retirement, as described in Section 6(a), the unvested portion of the Restricted Stock Units shall immediately vest in full.

i) Disability. If your employment terminates as a result of a permanent disability, the unvested portion of the Restricted Stock Units shall immediately vest in full. You shall be considered permanently disabled for these purposes if you suffer from a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful employment, and is evidenced by a certification to such effect by a doctor of medicine approved by the Company. In lieu of such certification, the Company shall accept, as proof of permanent disability, your eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company. Notwithstanding anything in this Section 6(c) to the contrary, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, your Restricted Stock Units shall immediately vest in full upon your disability. Solely for purposes of the preceding sentence, “disability” shall have the meaning set forth in Treasury Regulation 1.409A-3(i)(4).

j) Change in Duties/Leave of Absence. The Restricted Stock Units shall not be affected by any change of your duties or position or by a temporary leave of absence approved by the Company so long as you continue to be an employee of the Company or of an Affiliate. The foregoing provisions shall not apply, however, if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A and your change in duties or position or temporary leave of absence would be considered a “separation from service” within the meaning of Code Section 409A. In such circumstances, you will be deemed to have ceased employment with the Company and its Affiliates and the other provisions of these Terms and Conditions and the provisions of the Agreement shall control.

k) Cause Terminations. Notwithstanding anything in the Agreement or the Terms and Conditions to the contrary, all Restricted Stock Units shall be terminated and forfeited immediately upon your termination of employment for Cause.

l) Other Exceptions. The Committee may determine to accelerate the vesting of the Restricted Stock Units if you cease to be an employee of the Company and its Affiliates prior to the vesting of the Restricted Stock Units pursuant to the Agreement and Sections 1, 4 or 6 hereof for any reason; provided, however, that if your right to receive payment of the Restricted Stock Units constitutes a “deferral of compensation” subject to Code Section 409A, no such acceleration will be permitted if the result of such acceleration would cause a violation of Code Section 409A, and in such case the other provisions of these Terms and Conditions and the provisions of the Agreement shall control.

7. Recovery Rights. If your employment with the Company or an Affiliate is terminated for Cause, or if you breach any of the covenants contained in Section 8 below, the Company shall have the right to recover any Shares received by you in connection with any settlement of Restricted Stock Units that occurred within six (6) months prior to the date on which your employment with the Company and its Affiliates ended, or at any time thereafter. The Company may exercise its rights to recover the Shares by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company within thirty (30) days following the termination of your employment for the recovery of Shares attributable to Restricted Stock Units that settled prior to any termination for Cause, and within thirty (30) days after the Company’s discovery of any breach of the covenants contained in Section 8. Within thirty (30) days after the mailing of such notice, you shall deliver to the Company the number of Shares specified by the Company in the notice. If you have disposed of the Shares, then in lieu of delivering the specified number of Shares to the Company, you must pay to the Company the fair market value of the Shares, determined at the time of the disposition, exclusive of any taxes due and payable or commissions or fees arising from such disposition. If the Company exercises its recovery rights prior to the actual issuance and delivery to you of any such Shares, no Shares need be issued or recovered. Rather, you shall immediately forfeit any rights to such Shares.

8. Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the attached Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the attached Agreement, as follows:

a) Non-Disclosure of Confidential Information. You acknowledge that you will receive access or have received access to Confidential Information about the Company or its Affiliates, that this information was obtained or developed by the Company or its Affiliates at great expense and is zealously guarded by the Company and its Affiliates from unauthorized disclosure, and that your possession of this special knowledge is due solely to your employment with the Company or one (1) or more of its Affiliates. In recognition of the foregoing, you will not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party, any Confidential Information relating to the Company’s or any Affiliate’s business, products, services, customers, vendors, or suppliers; trade secrets, data, specifications, developments, inventions and research activity; marketing and sales strategies, information and techniques; long and short term plans; existing and prospective client, vendor, supplier and employee lists, contacts and information; financial, personnel and information system information and applications; and any other information concerning the business of the Company or its Affiliates which is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of your duties or with the express written consent of the Company. All Confidential Information, including all copies, notes regarding and replications of such Confidential Information will remain the sole property of the Company or its Affiliate, as applicable, and must be returned to the Company or such Affiliate immediately upon termination of your employment.

b) Return of Property. Upon termination of employment with the Company or any of its Affiliates, or at any other time at the request of the Company, you shall deliver to a designated Company representative all records, documents, hardware, software and all other property of the Company or its Affiliates and all copies of such property in your possession. You

acknowledge and agree that all such materials are the sole property of the Company or its Affiliates and that you will certify in writing to the Company at the time of delivery, whether upon termination or otherwise, that you have complied with this obligation.

c) Non-Solicitation of Existing or Prospective Customers, Vendors and Suppliers. You specifically acknowledge that the Confidential Information described in Section 8(a) includes confidential data pertaining to existing and prospective customers, vendors and suppliers of the Company or its Affiliates; that such data is a valuable and unique asset of the business of the Company or its Affiliates; and that the success or failure of their businesses depends upon their ability to establish and maintain close and continuing personal contacts and working relationships with such existing and prospective customers, vendors and suppliers and to develop proposals which are specific to such existing and prospective customers, vendors and suppliers. Therefore, during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you agree that you will not, except on behalf of the Company or its Affiliates, or with the Company’s express written consent, solicit, approach, contact or attempt to solicit, approach or contact, either directly or indirectly, on your own behalf or on behalf of any other person or entity, any existing or prospective customers, vendors or suppliers of the Company or its Affiliates with whom you had contact or about whom you gained Confidential Information during your employment with the Company or its Affiliates for the purpose of obtaining business or engaging in any commercial relationship that would be competitive with the “Business of the Company” (as defined below in Section 8(e)(i)) or cause such customer, supplier or vendor to materially change or terminate its business or commercial relationship with the Company or its Affiliates.

d) Non-Solicitation of Employees. You specifically acknowledge that the Confidential Information described in Section 8(a) also includes confidential data pertaining to employees and agents of the Company or its Affiliates, and you further agree that during your employment with the Company or its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity, solicit, contact, approach, encourage, induce or attempt to solicit, contact, approach, encourage or induce any of the employees or agents of the Company or its Affiliates to terminate their employment or agency with the Company or any of its Affiliates.

e) Non-Competition. You covenant and agree that during your employment with the Company or any of its Affiliates and for the twelve (12) months following termination of employment for any reason, you will not, in any geographic market in which you worked on behalf of the Company or any of its Affiliates, or for which you had any sales, marketing, operational, logistical or other management or oversight responsibility, engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant, partner or in any other capacity, a business competitive with the Business of the Company.

i) The “Business of the Company” shall mean any business or activity involved in grocery or general merchandise retailing and supply chain logistics, including but not limited to grocery distribution, business-to-business portal, retail support services and third-party logistics, of the type provided by the Company or its Affiliates, or presented in concept to you by the Company or its Affiliates at any time during your employment with the Company or any of its Affiliates.

ii) To “engage in or carry on” shall mean to have ownership in such business (excluding ownership of up to one percent (1%) of the outstanding shares of a publicly-traded company) or to consult, work in, direct or have responsibility for any area of such business, including but not limited to operations, logistics, sales, marketing, finance, recruiting, sourcing, purchasing, information technology or customer service.

f) No Disparaging Statements. You agree that you will not make any disparaging statements about the Company, its Affiliates, directors, officers, agents, employees, products, pricing policies or services.

g) Remedies for Breach of These Covenants. Any breach of the covenants in this Section 8 likely will cause irreparable harm to the Company or its Affiliates for which money damages could not reasonably or adequately compensate the Company or its Affiliates. Accordingly, the Company or any of its Affiliates shall be entitled to all forms of injunctive relief (whether temporary, emergency, preliminary, prospective or permanent) to enforce such covenants, in addition to damages and other available remedies, and you consent to the issuance of such an injunction without the necessity of the Company or any such Affiliate posting a bond or, if a court requires a bond to be posted, with a bond of no greater than $500 in principal amount. In the event that injunctive relief or damages are awarded to the Company or any of its Affiliates for any breach by you of this Section 8, you further agree that the Company or such Affiliate shall be entitled to recover its costs and attorneys’ fees necessary to obtain such recovery. In addition, you agree that upon your breach of any covenant in this Section 8, the Restricted Stock Units issued under the Plan or any other restricted stock unit plans of the Company will immediately terminate and the Company shall have the right to exercise any and all of the rights described above including the provisions articulated in Section 7.

h) Enforceability of These Covenants. It is further agreed and understood by you and the Company that if any part, term or provision of these Terms and Conditions should be held to be unenforceable, invalid or illegal under any applicable law or rule, the offending term or provision shall be applied to the fullest extent enforceable, valid or lawful under such law or rule, or, if that is not possible, the offending term or provision shall be struck and the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.

9. Arbitration. You and the Company agree that any controversy, claim or dispute arising out of or relating to the attached Agreement or the breach of any of these Terms and Conditions, or arising out of or relating to your employment relationship with the Company or any of its Affiliates, or the termination of such relationship, shall be resolved by final and binding arbitration under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, or other neutral arbitrator and rules as mutually agreed to by you and the Company, except for claims by the Company relating to your alleged breach of any of the employee covenants set forth in Section 8 above. This agreement to arbitrate specifically includes, but is not limited to, discrimination claims under Title VII of the Civil Rights Act of 1964 and under state and local laws prohibiting employment discrimination. Nothing in this Section 9 shall preclude the Company from pursuing a court action to obtain a temporary restraining order or a preliminary injunction relating to the alleged breach of any of the covenants set forth in Section 8. The agreement to arbitrate shall continue in full force and effect despite the expiration or termination of your Award or your employment relationship with the Company or any of its Affiliates. You and the Company agree that any award rendered by the arbitrator must be in writing and include the findings of fact and conclusions of law upon which it is based, shall be final and binding and that judgment upon the final award may be entered in any court having jurisdiction thereof. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to you or the Company or any of its Affiliates had the matter been heard in court. All expenses of arbitration, including the required travel and other expenses of the arbitrator and any witnesses, and the costs relating to any proof produced at the direction of the arbitrator, shall be borne equally by you and the Company unless otherwise mutually agreed or unless the arbitrator directs otherwise in the award. The arbitrator’s compensation shall be borne equally by you and the Company unless otherwise mutually agreed or the law provides otherwise.

10. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares covered by the Restricted Stock Units such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under these Terms and Conditions and the attached Agreement, then the Committee administering the Plan shall, in such manner as it may deem equitable, adjust any or all of the number and type of Shares (or other securities or other property) covered by the Restricted Stock Units.

11. Severability. In the event that any portion of these Terms and Conditions shall be held to be invalid, the same shall not affect in any respect whatsoever the validity and enforceability of the remainder of these Terms and Conditions.

12. No Right to Employment. Nothing in these Terms and Conditions or the attached Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company. In addition, the Company may at any time dismiss you from employment, free from any liability or any claim under these Terms and Conditions or the attached Agreement, unless otherwise expressly provided in these Terms and Conditions or the attached Agreement.

13. Reservation of Shares. The Company shall at all times during the term of the Restricted Stock Units reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of these Terms and Conditions and the attached Agreement.

14. Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

15. Headings. Headings are given to the sections and subsections of these Terms and Conditions and the attached Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of these Terms and Conditions or the attached Agreement or any provision hereof or thereof.

16. Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of these Terms and Conditions and the attached Agreement.

17. Notices. For purpose of the Agreement and these Terms and Conditions, notices and all other communications provided for in the Agreement, these Terms and Conditions or contemplated by either shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed United States certified or registered mail, return receipt requested, postage prepaid, and addressed, in the case of the Company, to the Company at:

P.O. Box 990

Minneapolis, MN 55440

Attention: Corporate Secretary

and in the case of you, to you at the most current address shown on your employment records. Either party may designate a different address by giving notice of change of address in the manner provided above, except that notices of change of address shall be effective only upon receipt.

a) Notice of Termination by Company. Any purported termination of employment of you by the Company (whether for Cause or without Cause) shall be communicated by a Notice of Termination to you. No purported termination of employment of you by the Company shall be effective without a Notice of Termination having been given.

b) Good Reason Notice by You. Any purported termination of employment by you for Good Reason shall be communicated by a Notice of Termination to the Company or successor. Your termination of employment will not be for Good Reason unless (i) you give the Company written notice of the event or circumstance which you claim is the basis for Good Reason within ninety (90) days of such event or circumstance first occurring, and (ii) the Company is given thirty (30) days from its receipt of such notice within which to cure or resolve the event or circumstance so noticed. If the circumstance is cured or resolved within said thirty (30) days, your termination of employment will not be for Good Reason.

18. Definitions. The following terms, and terms derived from the following terms, shall have the following meanings when used in these Terms and Conditions or the attached Agreement with initial capital letters unless, in the context, it would be unreasonable to do so.

g) Cause shall mean:

i) your continued failure to perform your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board or an officer of the Company which specifically identifies the manner in which the Board or the officer believes that you have not substantially performed your duties;

ii) the conviction of, or plea of guilty or nolo contendere to, a felony or the willful engaging by you in conduct which is materially and demonstrably injurious to the Company;

iii) your commission of a material act or material acts of personal dishonesty intended to result in your substantial personal enrichment at the expense of the Company; or

iv) your material violation of Company policies relating to Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence;

provided, however, that in no event shall Cause exist by virtue of any action taken by you (A) in compliance with express written directions of the Board, the Company’s Chief Executive Officer or the officer to whom you report, or (B) in reliance upon the express written consent of the Company’s counsel.

In each case above, for a termination of employment to be for Cause, you must be provided with a Notice of Termination (as described in Section 17(a)) within six (6) months after the Company has actual knowledge of the act or omission constituting Cause. Whether a termination of employment is for Cause as provided above will be determined by the Company in its sole discretion based on all the facts and circumstances. For purposes hereof, the term “Company” shall include an Affiliate.

h) Change of Control shall be deemed to have occurred upon any of the following events:

i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the Company, or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company;

ii) the consummation of any merger or other business combination of the Company, sale or lease of all or substantially all of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the stockholders of the Company and any trustee or fiduciary of any Company employee

benefit plan immediately prior to the Transaction own at least sixty percent (60%) of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser or lessee of the Company’s assets, or (C) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

iii) within any 24-month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least three-fourths of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest).

i) Change of Control Date shall mean the date on which a Change of Control occurs.

j) Good Reason shall mean any one (1) or more of the following events occurring during the two-year period following the Change of Control Date:

i) your annual base salary is materially reduced below the amount in effect on the Change of Control Date;

ii) your Target Bonus is materially reduced below the Target Bonus as it existed on the Change of Control Date;

iii) your duties and responsibilities are materially and adversely diminished in comparison to the duties and responsibilities that you had on the Change of Control Date other than in a general reduction of the number or scope of personnel for which you are responsible for supervising which reduction occurs in connection with a restructuring or recapitalization of the Company or the division of the Company in which you work;

iv) the program of long term incentive compensation is materially and adversely diminished in comparison to the program of long term incentive compensation as it existed for you on the Change of Control Date (for purposes of this clause (iv), a reduction of fifteen percent (15%) or more of the target dollar amount of your long term incentive compensation as it existed for you on the Change of Control Date based on your most recent award of long term incentive compensation prior to the Change of Control Date shall be considered to be material and adverse); or

v) you are required to be based at a location more than forty-five (45) miles from the location where you were based and performed services on the Change of Control Date;

provided, however, that any diminution of duties or responsibilities that occurs solely as a result of the fact that the Company ceases to be a public company or that the size of the Company has been reduced as a result of the Change of Control shall not, in and of itself, constitute Good Reason.

k) Notice of Termination shall mean a written notice which shall indicate the specific provision in these Terms and Conditions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for your termination of employment under the provisions so indicated.

l) Target Bonus shall mean the target amount of bonus established under the annual bonus plan for you for the year in which the termination of employment occurs. When the context requires, it shall also mean the target amount of bonus established for any earlier or later year.

Original Approval:

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Sam Duncan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SUPERVALU INC. for the quarterly fiscal period ended June 14, 2014;

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 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 Rules 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 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 the registrant’s board of directors (or persons performing the equivalent functions):

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: July 24, 2014	/s/    SAM DUNCAN
	Sam Duncan Chief Executive Officer and President

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Bruce H. Besanko, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SUPERVALU INC. for the quarterly fiscal period ended June 14, 2014;

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 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 Rules 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 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 the registrant’s board of directors (or persons performing the equivalent functions):

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: July 24, 2014	/s/    BRUCE H. BESANKO
	Bruce H. Besanko Executive Vice President, Chief Financial Officer

EX-32.1

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 Quarterly Report on Form 10-Q of the Company for the quarterly fiscal period ended June 14, 2014, 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-Q 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: July 24, 2014	/s/    SAM DUNCAN
	Sam Duncan Chief Executive Officer and President

EX-32.2

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 Quarterly Report on Form 10-Q of the Company for the quarterly fiscal period ended June 14, 2014, 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-Q 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: July 24, 2014	/s/    BRUCE H. BESANKO
	Bruce H. Besanko Executive Vice President, Chief Financial Officer

XML

Reserves for Closed Properties and Property, Plant and Equipment-Related Impairment Charges - Changes in Company's Reserves (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014
Restructuring And Related Activities [Abstract]
Reserves for closed properties at beginning of the fiscal year	$ 47
Additions	1
Payments	(4)
Adjustments	(1)
Reserves for closed properties at the end of period	$ 43

XML

Comprehensive Income and Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Equity [Abstract]
Other comprehensive (income) loss before reclassifications, amount of tax expense	$ 0	$ 0
Amortization of amounts included in net periodic benefit cost, amount of tax expense	5	11
Other comprehensive income, tax	5	11
Pension plan accumulated other comprehensive income, tax	$ 0	$ 31

XML

Benefit Plans - Net Periodic Benefit Expense and Contributions for Defined Benefit Pension Plans and Other Postretirement Benefit Plans (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost
Interest cost	39	37
Expected return on assets	(47)	(43)
Amortization of prior service benefit
Amortization of net actuarial loss	19	31
Net periodic benefit expense	11	25
Contributions to benefit plans	(45)	(71)
Other Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost		1
Interest cost	1	1
Expected return on assets
Amortization of prior service benefit	(4)	(4)
Amortization of net actuarial loss	1	2
Net periodic benefit expense	(2)
Contributions to benefit plans		$ (1)

XML

Comprehensive Income and Accumulated Other Comprehensive Loss - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ 48
Selling and administrative expenses	617	711
Cost of sales	4,482	4,446
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Selling and administrative expenses	12	26
Cost of sales	$ 4	$ 3

XML

Stock-Based Awards - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended		4 Months Ended		16 Months Ended
	May 31, 2014	May 31, 2013	Jun. 14, 2014	Jun. 15, 2013	Jun. 14, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax stock-based compensation expense related to stock-based awards			$ 7	$ 12
Award units grant to certain employees	5,000,000	9,000,000
Fair value of the options at grand date	$ 3.28	$ 2.78
Term for payout of awards over achievement of financial goals					3 years
Stock Options and Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated Stock Compensation resulted by deemed change-in-control				9
Long Term Incentive Program [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated Stock Compensation resulted by deemed change-in-control				5
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated Stock Compensation resulted by deemed change-in-control				3
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated Stock Compensation resulted by deemed change-in-control				$ 1
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award units grant to certain employees			2,000,000
Term for payout of awards over achievement of financial goals			3 years
Share granted to certain employees at a fair value			$ 7.50

XML

DISCONTINUED OPERATIONS (Tables)

4 Months Ended

Jun. 14, 2014

Discontinued Operations And Disposal Groups [Abstract]

Summary of Company's Operating Results and Certain Other Directly Attributable Expenses

The following is a summary of the Company’s operating results and certain other directly attributable expenses that are included in discontinued operations:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Net sales	$	—		$	1,235
Income before income taxes from discontinued operations		2			117
Income tax provision (benefit)		5			(73	)
(Loss) income from discontinued operations, net of tax	$	(3	)	$	190

XML

Discontinued Operations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended		6 Months Ended	4 Months Ended								4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013	Sep. 07, 2013	Jun. 14, 2014 New Albertsons Inc [Member]	Jun. 14, 2014 Contracts [Member]	Jun. 14, 2014 Property, Plant and Equipment [Member]	Jun. 14, 2014 wholesale distribution [Member]	Jun. 15, 2013 wholesale distribution [Member]	Jun. 14, 2014 NAI Banners [Member]	Jun. 15, 2013 NAI Banners [Member]	Feb. 23, 2013 NAI Banners [Member]	Jun. 14, 2014 NAI Banners [Member] Minimum [Member]	Jun. 14, 2014 NAI Banners [Member] Maximum [Member]	Jun. 14, 2014 Transitional TSA [Member]	Jun. 15, 2013 Transitional TSA [Member]	Jun. 15, 2013 Transition Services Agreement [Member] Fiscal Year 2014 [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of businesses									$ 100
Note receivable									44
Net proceeds from assumed debt and capital leases									3,200
Unfunded status estimated before tax											1,138
Initial terms of arrangements												12 months	5 years
TSA fees recognized														58	84
Incremental fees under transitional TSA																36
Discontinued operation, gain (loss) from disposal of preliminary estimated pre-tax loss on contract				1,150
Discontinued operation, gain (loss) from disposal of pre-tax property, plant and equipment related impairment				203
Loss on sale of NAI				1,263	1,081	182
Reduction in the preliminary estimated loss pre-tax		85	5
Discrete tax benefits (expenses)									4	118
Income before income taxes from discontinued operations									2	117
Net sales with NAI post disposal									38	53
Net sales of continuing operations related to wholesale distribution	$ 5,234	$ 5,241					$ 54	$ 54

XML

GOODWILL AND INTANGIBLE ASSETS (Tables)

4 Months Ended

Jun. 14, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Company's Goodwill and Intangible Assets

Changes in the Company’s Goodwill and Intangible assets consisted of the following:

	February 22, 2014			Additions			Impairments		Other net adjustments		June 14, 2014
Goodwill:
Independent Business goodwill	$	710		$	—		$	—	$	—	$	710
Save-A-Lot goodwill		137			—			—		—		137
Total goodwill	$	847		$	—		$	—	$	—	$	847
	February 22, 2014			Additions/ Amortization			Impairments		Other net adjustments		June 14, 2014
Intangible assets:
Customer lists, customer relationships, favorable operating leases and other (accumulated amortization of $81 and $78 as of June 14, 2014 and February 22, 2014, respectively)	$	111		$	—		$	—	$	1	$	112
Trademarks and tradenames – indefinite useful lives		9			—			—		—		9
Non-compete agreements (accumulated amortization of $2 and $2 as of June 14, 2014 and February 22, 2014, respectively)		3			—			—		—		3
Total intangible assets		123			—			—		1		124
Accumulated amortization		(80	)		(3	)				—		(83	)
Total intangible assets, net	$	43									$	41

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Net Earnings (Loss) Per Share - Calculation of Basic and Diluted Net Earnings (Loss) Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Earnings Per Share [Abstract]
Net earnings (loss) from continuing operations	$ 48	$ (102)
Less Net earnings attributable to noncontrolling interests	2	3
Net earnings (loss) from continuing operations attributable to SUPERVALU INC.	46	(105)
(Loss) income from discontinued operations, net of tax	(3)	190
Net earnings attributable to SUPERVALU INC.	$ 43	$ 85
Weighted average number of shares outstanding-basic	260	246
Dilutive impact of stock-based awards	2	4
Weighted average number of shares outstanding-diluted	262	250
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$ 0.18	$ (0.43)
Discontinued operations	$ (0.01)	$ 0.78
Basic net earnings per share	$ 0.17	$ 0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$ 0.18	$ (0.43)
Discontinued operations	$ (0.01)	$ 0.77
Diluted net earnings per share	$ 0.17	$ 0.34

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Long-Term Debt - Long-Term Debt and Capital Lease Obligations (Detail) (USD $) In Millions, unless otherwise specified	Jun. 14, 2014	Feb. 22, 2014
Debt Instrument [Line Items]
Long-Term Debentures and Notes due	$ 2,486	$ 2,486
Other	14	18
Net discount on debt, using an effective interest rate of 4.63% to 8.58%	(14)	(16)
Total debt	2,502	2,504
Less current maturities of long-term debt	(16)	(18)
Long-term debt	2,486	2,486
4.50% Secured Term Loan Facility due March 2019 [Member]
Debt Instrument [Line Items]
Long-Term Debentures and Notes due	1,474	1,474
1.91% to 4.00% Revolving ABL Credit Facility due February 2019 [Member]
Debt Instrument [Line Items]
Long-Term Debentures and Notes due	0	0
8.00% Senior Notes due May 2016 [Member]
Debt Instrument [Line Items]
Long-Term Debentures and Notes due	628	628
6.75% Senior Notes due June 2021 [Member]
Debt Instrument [Line Items]
Long-Term Debentures and Notes due	$ 400	$ 400

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Goodwill and Intangible Assets - Change in Company's Goodwill and Intangible Assets (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 14, 2014	Feb. 22, 2014
Goodwill [Line Items]
Finite-Lived intangible Assets, Accumulated Amortization	$ 83	$ 80
Customer lists, customer relationships, favorable operating leases and other [Member]
Goodwill [Line Items]
Finite-Lived intangible Assets, Accumulated Amortization	81	78
Non-Compete Agreements [Member]
Goodwill [Line Items]
Finite-Lived intangible Assets, Accumulated Amortization	$ 2	$ 2

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Noncontrolling Interests - Reconciliation of Equity Attributable to Noncontrolling Interests (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Noncontrolling Interest [Abstract]
Equity attributable to noncontrolling interests at beginning of year	$ 8	$ 10
Net earnings attributable to noncontrolling interests	2	3
Distributions to noncontrolling interests	(4)	(5)
Equity attributable to noncontrolling interests at end of period	$ 6	$ 8

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Stock-Based Awards - Assumptions Related to Estimated Fair Value of Options Grant Date (Detail)	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility rate	50.80%	49.30%
Risk-free interest rate	1.20%	0.60%
Expected life	4 years	4 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility rate	53.20%	51.30%
Risk-free interest rate	1.60%	1.00%
Expected life	5 years	6 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 Months Ended

Jun. 14, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Registrant

The accompanying condensed consolidated financial statements of SUPERVALU INC. (“SUPERVALU” or the “Company”) for the first quarters ended June 14, 2014 and June 15, 2013 are unaudited and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary to present fairly the financial condition and results of operations for such periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014. The results of operations for the first quarter ended June 14, 2014 are not necessarily indicative of the results expected for the full year. The Condensed Consolidated Balance Sheet as of February 22, 2014 has been derived from the audited Consolidated Balance Sheet as of that date.

Accounting Policies

The summary of significant accounting policies is included in the Notes to Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

Fiscal Year

The Company’s fiscal year ends on the last Saturday in February. During fiscal 2015, the Company’s first quarter consists of 16 weeks, the second and third quarters both consist of 12 weeks, the fourth quarter consists of 13 weeks and the fiscal year ended February 28, 2015 consists of 53 weeks.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s banking arrangements allow the Company to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of June 14, 2014 and February 22, 2014, the Company had net book overdrafts of $118 and $134, respectively.

Inventories, Net

Inventories are valued at the lower of cost or market. Substantially all of the Company’s inventory consists of finished goods and a substantial portion of the Company’s inventories have a last-in, first-out (“LIFO”) reserve applied. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs, as the actual valuation of inventory under the LIFO method is computed at the end of each year based on the inventory levels and costs at that time. If the first-in, first-out method had been used, Inventories, net would have been higher by approximately $204 at June 14, 2014 and $202 at February 22, 2014. The Company recorded a LIFO charge of $2 and $0 for the first quarters ended June 14, 2014 and June 15, 2013, respectively.

Revisions

In the first quarter of fiscal 2015, the Company revised the presentation of noncontrolling interests as reflected in the Condensed Consolidated Financial Statements. Net earnings attributable to noncontrolling interests were previously presented within Selling and administrative expenses in the Condensed Consolidated Statements of Operations and have been revised to be presented separately as Net earnings attributable to noncontrolling interests. Noncontrolling interests were previously presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets and have been revised as a component of Stockholders’ deficit. Distributions to noncontrolling interests were previously presented as a reduction of cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows and have been revised to be presented within distributions to noncontrolling interests within financing activities. In addition, the Company revised the presentation of equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates was previously presented in Net sales and has been revised to be presented separately as Equity in earnings of unconsolidated affiliates. The revisions did not impact Net earnings attributable to SUPERVALU INC. or net earnings per share for any period. Management has determined that the presentation changes are not material to any period reported. Prior period amounts have been revised to conform to the current period presentation.

Recently Adopted Accounting Standards

In July 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance under accounting standard update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This accounting standard update requires entities to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. The Company adopted ASU 2013-11 in the first quarter of fiscal 2015, which resulted in a reclassification of less than $1 of unrecognized tax benefits and other credits against deferred tax assets.

In April 2014, the FASB issued authoritative guidance under ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this ASU, disposals must represent a strategic shift that should have a major effect on operations and financial results and allows for continuing involvement in order to meet certain classification and disclosure requirements. Certain disclosures for disposals of individually significant components of an entity that do not qualify for discontinued operations presentation are also required. This ASU is effective prospectively for disposals that have not been reported in previously issued financial statements. The Company adopted ASU 2014-08 in the first quarter of fiscal 2015 and the adoption did not have an impact on the Company’s Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

In May 2014, the FASB issued authoritative guidance under ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition requirements and provides a new comprehensive revenue recognition model requiring entities to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU will be adopted by the Company during the first quarter of fiscal 2018. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently evaluating which approach it will apply and the potential adoption impact on its Consolidated Financial Statements.

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Long-Term Debt - Long-Term Debt and Capital Lease Obligations (Parenthetical) (Detail)	4 Months Ended	12 Months Ended
	Jun. 14, 2014	Feb. 22, 2014
Minimum [Member]
Debt Instrument [Line Items]
Effective interest rate	4.63%	4.63%
Maximum [Member]
Debt Instrument [Line Items]
Effective interest rate	8.58%	8.58%
4.50% Secured Term Loan Facility due March 2019 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	4.50%	4.50%
1.91% to 4.00% Revolving ABL Credit Facility due February 2019 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, minimum	1.91%	1.91%
Debt instrument, interest rate, maximum	4.00%	4.00%
8.00% Senior Notes due May 2016 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	8.00%	8.00%
6.75% Senior Notes due June 2021 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	6.75%	6.75%

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BENEFIT PLANS (Tables)

4 Months Ended

Jun. 14, 2014

Compensation And Retirement Disclosure [Abstract]

Net Periodic Benefit Expense and Contributions for Defined Benefit Pension Plans and Other Postretirement Benefit Plans

Net periodic benefit expense and contributions for defined benefit pension and other postretirement benefit plans consisted of the following:

	First Quarter Ended
	Pension Benefits						Other Postretirement Benefits
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)			June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Service cost	$	—		$	—		$	—		$	1
Interest cost		39			37			1			1
Expected return on assets		(47	)		(43	)		—			—
Amortization of prior service benefit		—			—			(4	)		(4	)
Amortization of net actuarial loss		19			31			1			2
Net periodic benefit expense	$	11		$	25		$	(2	)	$	—
Contributions to benefit plans	$	(45	)	$	(71	)	$	—		$	(1	)

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STOCK-BASED AWARDS (Tables)

4 Months Ended

Jun. 14, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Assumptions Related to Estimated Fair Value of Options Grant Date

The Company used the Black-Scholes option pricing model to estimate the fair value of the options at grant date based upon the following assumptions.

	First Quarter Ended
	June 14, 2014			June 15, 2013
Dividend yield		—	%		—	%
Volatility rate		50.8 – 53.2	%		49.3 – 51.3	%
Risk-free interest rate		1.2 – 1.6	%		0.6 – 1.0	%
Expected life		4.0 – 5.0 years			4.0 – 6.0 years

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Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	4 Months Ended	3 Months Ended	4 Months Ended
	Feb. 28, 2014	Jun. 14, 2014 Retailer	Sep. 07, 2013	Jun. 14, 2014 2015 [Member]	Jun. 14, 2014 2016 [Member]	Jun. 14, 2014 2017 [Member]	Jun. 14, 2014 Minimum [Member] NAI Banners [Member]	Jun. 14, 2014 Maximum [Member] NAI Banners [Member]	Feb. 22, 2014 New Albertsons Inc [Member]
Guarantor Obligations [Line Items]
Remaining terms for guarantees for other debt obligation minimum (less than given term in years)		1 year
Remaining terms for guarantees for other debt obligation maximum (in years)		16 years
Remaining term for guarantee for other debt obligation weighted average (in years)		8 years
Company's guarantee for debt obligations on outstanding indenture in connection with stock purchase agreement		$ 69							$ 331
Guarantor obligation maximum exposure discounted		53							297
Non-cancelable future purchase obligations		312
Minimum contribution to company Retirement Plan		450
Minimum required contributions to company retirement plan through the fiscal years							2015	2017
Excess pension contributions required				25	25	50
Number of other retailers who have filed similar complaints in other jurisdictions		3
Litigation settlement charge before tax			5
Litigation settlement charge after tax			3
Settlement fund	$ 5

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Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	0 Months Ended	4 Months Ended
	Apr. 17, 2014	Jun. 14, 2014	Jun. 15, 2013	Feb. 22, 2014
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		$ 1,500
Line of credit facility amount outstanding, current		2		0
Line of credit facility amount outstanding		1,474		1,474
Percentage of net cash proceeds to prepay outstanding loans		100.00%
Maximum period for prepayment of loans outstanding		90 days
Term Loan A [Member]
Debt Instrument [Line Items]
Interest rate at the rate of LIBOR		3.50%
LIBOR floor rate		1.00%
Term Loan A [Member] | Property, Plant and Equipment [Member]
Debt Instrument [Line Items]
Ground-leased real estate and associated equipment pledged as collateral		684		704
Minimum [Member]
Debt Instrument [Line Items]
Percentage of aggregate principal amount to prepay outstanding loans		0.00%
Maximum [Member]
Debt Instrument [Line Items]
Percentage of aggregate principal amount to prepay outstanding loans		50.00%
Term Loan Credit Facility [Member] | Term Loan A [Member]
Debt Instrument [Line Items]
Term of credit facility		6 years
2016 Senior Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount outstanding	250
Debt instrument, interest rate	8.00%	8.00%
Senior Notes contain operating covenants		628
2021 Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		6.75%
Senior Notes contain operating covenants		400
Revolving ABL Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility amount outstanding		0		0
Company's five year asset-based revolving facility		1,000
Maturity date of revolving credit facility	30 days
Aggregate principal amount	500
Letter of credit outstanding		97		101
Facility fees		1.875%		2.125%
Assets collateralized by the ABL Credit Facility		818		786
Maximum letter of credit fee		0.375%		0.375%
Unused credit		1,115		1,066
Revolving ABL credit facility borrowing		870	1,114
Revolving ABL credit facility prepayment		870	1,217
Senior Secured Asset Based Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
LIBOR Plus interest rate	1.50%
Interest rate at the rate of ("Prime plus")	0.50%
Senior Secured Asset Based Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
LIBOR Plus interest rate	2.00%
Interest rate at the rate of ("Prime plus")	1.00%
Asset Backed Revolving Credit Amended Facility [Member]
Debt Instrument [Line Items]
Maturity date of revolving credit facility	90 days
Debt instrument maturity date	Feb. 21, 2019
Aggregate principal amount	$ 250

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NET EARNINGS (LOSS) PER SHARE (Tables)

4 Months Ended

Jun. 14, 2014

Earnings Per Share [Abstract]

Calculation of Basic and Diluted Net Earnings (Loss) Per Share

The following table reflects the calculation of basic and diluted net earnings (loss) per share:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Net earnings (loss) from continuing operations	$	48		$	(102	)
Less Net earnings attributable to noncontrolling interests		2			3
Net earnings (loss) from continuing operations attributable to SUPERVALU INC.		46			(105	)
(Loss) income from discontinued operations, net of tax		(3	)		190
Net earnings attributable to SUPERVALU INC.	$	43		$	85
Weighted average number of shares outstanding – basic		260			246
Dilutive impact of stock-based awards		2			4
Weighted average number of shares outstanding – diluted(1)		262			250
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18		$	(0.43	)
Discontinued operations	$	(0.01	)	$	0.78
Basic net earnings per share	$	0.17		$	0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations(1)	$	0.18		$	(0.43	)
Discontinued operations(1)	$	(0.01	)	$	0.77
Diluted net earnings per share	$	0.17		$	0.34

(1) Weighted average number of shares outstanding – diluted was equal to Weighted average number of shares outstanding – basic for the computation of diluted net loss per share from discontinued operations for the first quarter ended June 14, 2014 and diluted net loss per share from continuing operations for the first quarter ended June 15, 2013.

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NONCONTROLLING INTERESTS (Tables)

4 Months Ended

Jun. 14, 2014

Noncontrolling Interest [Abstract]

Reconciliation of Equity Attributable to Noncontrolling Interests

A reconciliation of the beginning and ending carrying amount of the equity attributable to noncontrolling interests is as follows:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Equity attributable to noncontrolling interests at beginning of year	$	8		$	10
Net earnings attributable to noncontrolling interests		2			3
Distributions to noncontrolling interests		(4	)		(5	)
Equity attributable to noncontrolling interests at end of period	$	6		$	8

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Cash flows from operating activities
Net earnings including noncontrolling interests	$ 45	$ 88
(Loss) income from discontinued operations, net of tax	(3)	190
Net earnings (loss) from continuing operations	48	(102)
Adjustments to reconcile Net earnings (loss) from continuing operations to Net cash provided by (used in) operating activities - continuing operations:
Asset impairment and other charges	2	182
Net gain on sale of assets and exits of surplus leases	(7)	(4)
Depreciation and amortization	89	98
LIFO charge	2	0
Deferred income taxes	6	6
Stock-based compensation	7	12
Net pension and other postretirement benefits cost	9	25
Contributions to pension and other postretirement benefit plans	(45)	(72)
Other adjustments	6	12
Changes in operating assets and liabilities, net of effects from business acquisitions	(60)	(255)
Net cash provided by (used in) operating activities - continuing operations	57	(98)
Net cash used in operating activities - discontinued operations		(86)
Net cash provided by (used in) operating activities	57	(184)
Cash flows from investing activities
Proceeds from sale of assets	4	3
Purchases of property, plant and equipment	(37)	(18)
Payments for business acquisitions	(5)
Other	6	1
Net cash used in investing activities - continuing operations	(32)	(14)
Net cash provided by investing activities - discontinued operations		101
Net cash (used in) provided by investing activities	(32)	87
Cash flows from financing activities
Proceeds from issuance of debt		1,989
Proceeds from sale of common stock	2	173
Payments of debt and capital lease obligations	(13)	(1,953)
Distributions to noncontrolling interests	(4)	(5)
Payments of debt financing costs	(3)	(145)
Other		2
Net cash (used in) provided by financing activities - continuing operations	(18)	61
Net cash used in financing activities - discontinued operations		(37)
Net cash (used in) provided by financing activities	(18)	24
Net increase (decrease) in cash and cash equivalents	7	(73)
Cash and cash equivalents at beginning of period	83	149
Cash and cash equivalents at the end of period	90	76
The Company's non-cash activities were as follows:
Capital lease asset additions and related obligations		2
Purchases of property, plant and equipment included in Accounts payable	16	7
Interest and income taxes paid:
Interest paid (net of amounts capitalized)	58	93
Income taxes paid (net of refunds)	$ (3)	$ 19

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COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

4 Months Ended

Jun. 14, 2014

Equity [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component is as follows:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Pension and postretirement benefit plan accumulated other comprehensive loss at beginning of the fiscal year, net of tax	$	307		$	612
Other comprehensive (income) loss before reclassifications, net of tax expense of $0 and $0, respectively		—			—
Amortization of amounts included in net periodic benefit cost, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Net current-period Other comprehensive income, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Divestiture of NAI pension plan accumulated other comprehensive income, net of tax expense of $0 and $31, respectively		—			(48	)
Pension and postretirement benefit plan accumulated other comprehensive loss at the end of period, net of tax	$	296		$	546

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Reserves for Closed Properties and Property, Plant and Equipment-Related Impairment Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Restructuring And Related Activities [Abstract]
Property, Plant and equipment related assets carrying value		$ 21
Property, plant and equipment-related impairment charges	0	16
Property, plant and equipment related assets fair value		$ 5

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Comprehensive Income and Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Equity [Abstract]
Pension and postretirement benefit plan accumulated other comprehensive loss at beginning of the fiscal year, net of tax	$ 307	$ 612
Other comprehensive (income) loss before reclassifications, net of tax expense of $0 and $0, respectively	0	0
Amortization of amounts included in net periodic benefit cost, net of tax expense of $5 and $11, respectively	(11)	(18)
Net current-period Other comprehensive income, net of tax expense of $5 and $11, respectively	(11)	(18)
Divestiture of NAI pension plan accumulated other comprehensive income, net of tax expense of $0 and $31, respectively		(48)
Pension and postretirement benefit plan accumulated other comprehensive loss at the end of period, net of tax	$ 296	$ 546

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CONDENSED CONSOLIDATED SEGMENT FINANCIAL INFORMATION (Unaudited) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Net sales
Net sales	$ 5,234	$ 5,241
Net sales, %	100.00%	100.00%
Operating earnings
Operating earnings	135	84
Total operating earnings % of total net sales	2.60%	1.60%
% of sales	0.90%	(2.00%)
Interest expense, net	64	249
Equity in earnings of unconsolidated affiliates	(1)	(1)
Earnings (loss) from continuing operations before income taxes	72	(164)
Income tax provision (benefit)	24	(62)
Net earnings (loss) from continuing operations	48	(102)
(Loss) income from discontinued operations, net of tax	(3)	190
Net earnings including noncontrolling interests	45	88
Net earnings attributable to noncontrolling interests	2	3
Net earnings attributable to SUPERVALU INC.	43	85
Independent Business [Member]
Net sales
Net sales	2,400	2,463
Net sales, %	45.90%	47.00%
Operating earnings
Operating earnings	66	55
% of sales	2.80%	2.30%
Save-A-Lot [Member]
Net sales
Net sales	1,348	1,266
Net sales, %	25.70%	24.20%
Operating earnings
Operating earnings	46	52
% of sales	3.40%	4.10%
Retail Food [Member]
Net sales
Net sales	1,428	1,428
Net sales, %	27.30%	27.20%
Operating earnings
Operating earnings	30	7
% of sales	2.10%	0.40%
Corporate [Member]
Net sales
Net sales	58	84
Net sales, %	1.10%	1.60%
Operating earnings
Operating earnings	$ (7)	$ (30)

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Income Tax Disclosure [Abstract]
Discrete tax benefit	$ 2	$ 2
Discrete tax expense		2
Unrecognized tax benefits increased	$ 2
Number of months within which company does not anticipate significant change in unrecognized tax benefits	12 months

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 14, 2014	Feb. 22, 2014
Current assets
Cash and cash equivalents	$ 90	$ 83
Receivables, net	500	493
Inventories, net	916	861
Other current assets	107	106
Total current assets	1,613	1,543
Property, plant and equipment, net	1,447	1,497
Goodwill	847	847
Intangible assets, net	41	43
Deferred tax assets	260	287
Other assets	146	157
Total assets	4,354	4,374
Current liabilities
Accounts payable	1,055	1,043
Accrued vacation, compensation and benefits	193	190
Current maturities of long-term debt and capital lease obligations	43	45
Other current liabilities	216	213
Total current liabilities	1,507	1,491
Long-term debt	2,486	2,486
Long-term capital lease obligations	233	246
Pension and other postretirement benefit obligations	483	536
Long-term tax liabilities	142	140
Other long-term liabilities	185	205
Commitments and contingencies
Stockholders' deficit
Common stock, $0.01 par value: 400 shares authorized; 261 and 260 shares issued, respectively	3	3
Capital in excess of par value	2,824	2,862
Treasury stock, at cost, 4 shares	(67)	(101)
Accumulated other comprehensive loss	(296)	(307)
Accumulated deficit	(3,152)	(3,195)
Total SUPERVALU INC. stockholders' deficit	(688)	(738)
Noncontrolling interests	6	8
Total stockholders' deficit	(682)	(730)
Total liabilities and stockholders' deficit	$ 4,354	$ 4,374

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Business Acquisitions - Additional Information (Detail) (USD $)	4 Months Ended
	Jun. 14, 2014
Asset Purchase Agreement [Member] | Trademarks and Tradenames - Indefinite Useful Lives [Member]
Business Acquisition [Line Items]
Total payment related to acquisition	$ 33
Cash payment related to acquisition	5
Asset Purchase Agreement [Member] | Rainbow Foods grocery stores [Member]
Business Acquisition [Line Items]
Number of stores acquired	7
Asset Purchase Agreement [Member] | Rainbow Foods grocery stores [Member] | Minority interest [Member]
Business Acquisition [Line Items]
Number of stores acquired	3
Asset Purchase Agreement [Member] | Rainbow Foods pharmacy locations [Member]
Business Acquisition [Line Items]
Number of stores acquired	11
Asset Purchase Agreement [Member] | Rainbow Foods liquor store [Member]
Business Acquisition [Line Items]
Number of stores acquired	1
Asset Purchase Agreement [Member] | Diamond Lake 1994 L.L.C [Member]
Business Acquisition [Line Items]
Number of stores acquired	3
Save-A-Lot Licensee Stores [Member]
Business Acquisition [Line Items]
Cash payment related to acquisition	$ 5,000,000
Number of stores	14

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SEGMENT INFORMATION

4 Months Ended

Jun. 14, 2014

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 14 – SEGMENT INFORMATION

Refer to the Condensed Consolidated Segment Financial Information for the Company’s segment information.

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Goodwill and Intangible Assets - Change in Company's Goodwill and Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended								4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013	Jun. 14, 2014 Independent Business [Member]	Feb. 22, 2014 Independent Business [Member]	Jun. 14, 2014 Save-A-Lot [Member]	Feb. 22, 2014 Save-A-Lot [Member]	Jun. 14, 2014 Trademarks and Tradenames - Indefinite Useful Lives [Member]	Feb. 22, 2014 Trademarks and Tradenames - Indefinite Useful Lives [Member]	Jun. 14, 2014 Customer lists, customer relationships, favorable operating leases and other [Member]	Jun. 14, 2014 Non-Compete Agreements [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 847		$ 710	$ 710	$ 137	$ 137
Goodwill, Ending Balance	847		710	710	137	137
Indefinite-lived Intangible Assets, Beginning Balance							9	9
Indefinite-lived Intangible Assets, Ending Balance							9	9
Finite-Lived Intangible Assets, Beginning Balance									111	3
Finite-Lived Intangible Assets Other Net Adjustments									1
Finite-Lived Intangible Assets, Ending Balance									112	3
Intangible assets excluding amortization, Beginning Balance	123
Intangible assets other adjustments	1
Intangible assets excluding amortization, Ending Balance	124
Accumulated amortization, Beginning balance	(80)								(78)	(2)
Amortization expense of intangible assets	(3)	(2)
Accumulated amortization, Ending Balance	(83)								(81)	(2)
Intangible assets, Beginning Balance	43
Intangible assets, Ending Balance	$ 41

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

4 Months Ended

Jun. 14, 2014

Accounting Policies [Abstract]

Statement of Registrant

Statement of Registrant

The accompanying condensed consolidated financial statements of SUPERVALU INC. (“SUPERVALU” or the “Company”) for the first quarters ended June 14, 2014 and June 15, 2013 are unaudited and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary to present fairly the financial condition and results of operations for such periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014. The results of operations for the first quarter ended June 14, 2014 are not necessarily indicative of the results expected for the full year. The Condensed Consolidated Balance Sheet as of February 22, 2014 has been derived from the audited Consolidated Balance Sheet as of that date.

Accounting Policies

Accounting Policies

The summary of significant accounting policies is included in the Notes to Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014.

Fiscal Year

Fiscal Year

The Company’s fiscal year ends on the last Saturday in February. During fiscal 2015, the Company’s first quarter consists of 16 weeks, the second and third quarters both consist of 12 weeks, the fourth quarter consists of 13 weeks and the fiscal year ended February 28, 2015 consists of 53 weeks.

Use of Estimates

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company’s banking arrangements allow the Company to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of June 14, 2014 and February 22, 2014, the Company had net book overdrafts of $118 and $134, respectively.

Inventories, Net

Inventories, Net

Inventories are valued at the lower of cost or market. Substantially all of the Company’s inventory consists of finished goods and a substantial portion of the Company’s inventories have a last-in, first-out (“LIFO”) reserve applied. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs, as the actual valuation of inventory under the LIFO method is computed at the end of each year based on the inventory levels and costs at that time. If the first-in, first-out method had been used, Inventories, net would have been higher by approximately $204 at June 14, 2014 and $202 at February 22, 2014. The Company recorded a LIFO charge of $2 and $0 for the first quarters ended June 14, 2014 and June 15, 2013, respectively.

Revisions

Revisions

In the first quarter of fiscal 2015, the Company revised the presentation of noncontrolling interests as reflected in the Condensed Consolidated Financial Statements. Net earnings attributable to noncontrolling interests were previously presented within Selling and administrative expenses in the Condensed Consolidated Statements of Operations and have been revised to be presented separately as Net earnings attributable to noncontrolling interests. Noncontrolling interests were previously presented in Other long-term liabilities in the Condensed Consolidated Balance Sheets and have been revised as a component of Stockholders’ deficit. Distributions to noncontrolling interests were previously presented as a reduction of cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows and have been revised to be presented within distributions to noncontrolling interests within financing activities. In addition, the Company revised the presentation of equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates was previously presented in Net sales and has been revised to be presented separately as Equity in earnings of unconsolidated affiliates. The revisions did not impact Net earnings attributable to SUPERVALU INC. or net earnings per share for any period. Management has determined that the presentation changes are not material to any period reported. Prior period amounts have been revised to conform to the current period presentation.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In July 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance under accounting standard update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This accounting standard update requires entities to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. The Company adopted ASU 2013-11 in the first quarter of fiscal 2015, which resulted in a reclassification of less than $1 of unrecognized tax benefits and other credits against deferred tax assets.

In April 2014, the FASB issued authoritative guidance under ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under this ASU, disposals must represent a strategic shift that should have a major effect on operations and financial results and allows for continuing involvement in order to meet certain classification and disclosure requirements. Certain disclosures for disposals of individually significant components of an entity that do not qualify for discontinued operations presentation are also required. This ASU is effective prospectively for disposals that have not been reported in previously issued financial statements. The Company adopted ASU 2014-08 in the first quarter of fiscal 2015 and the adoption did not have an impact on the Company’s Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In May 2014, the FASB issued authoritative guidance under ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing revenue recognition requirements and provides a new comprehensive revenue recognition model requiring entities to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU will be adopted by the Company during the first quarter of fiscal 2018. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently evaluating which approach it will apply and the potential adoption impact on its Consolidated Financial Statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 14, 2014	Feb. 22, 2014
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	400	400
Common stock, shares issued	261	260
Treasury stock, shares	4	4

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Income Statement [Abstract]
Net sales	$ 5,234	$ 5,241
Cost of sales	4,482	4,446
Gross profit	752	795
Selling and administrative expenses	617	711
Operating earnings	135	84
Interest expense, net	64	249
Equity in earnings of unconsolidated affiliates	(1)	(1)
Earnings (loss) from continuing operations before income taxes	72	(164)
Income tax provision (benefit)	24	(62)
Net earnings (loss) from continuing operations	48	(102)
(Loss) income from discontinued operations, net of tax	(3)	190
Net earnings including noncontrolling interests	45	88
Net earnings attributable to noncontrolling interests	2	3
Net earnings attributable to SUPERVALU INC.	$ 43	$ 85
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$ 0.18	$ (0.43)
Discontinued operations	$ (0.01)	$ 0.78
Basic net earnings per share	$ 0.17	$ 0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$ 0.18	$ (0.43)
Discontinued operations	$ (0.01)	$ 0.77
Diluted net earnings per share	$ 0.17	$ 0.34
Weighted average number of shares outstanding:
Basic	260	246
Diluted	262	250
Net sales, %	100.00%	100.00%
Cost of sales, % of net sales	85.60%	84.80%
Gross profit, % of net sales	14.40%	15.20%
Selling and administrative expenses, % of net sales	11.80%	13.60%
Operating earnings, % of net sales	2.60%	1.60%
Interest expense, net, % of net sales	1.20%	4.80%
Equity in earnings of unconsolidated affiliates, % of net sales	0.00%	0.00%
Earnings (loss) from continuing operations before income taxes, % of net sales	1.40%	(3.10%)
Income tax provision (benefit), % of net sales	0.50%	(1.20%)
Net earnings (loss) from continuing operations, % of net sales	0.90%	(2.00%)
(Loss) income from discontinued operations, net of tax, % of net sales	(0.10%)	3.60%
Net earnings including noncontrolling interests, % of net sales	0.90%	1.70%
Net earnings attributable to noncontrolling interests, % of net sales	0.00%	0.10%
Net earnings attributable to SUPERVALU INC., % of net sales	0.80%	1.60%

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BENEFIT PLANS

4 Months Ended

Jun. 14, 2014

Compensation And Retirement Disclosure [Abstract]

BENEFIT PLANS

NOTE 9 – BENEFIT PLANS

Net periodic benefit expense and contributions for defined benefit pension and other postretirement benefit plans consisted of the following:

	First Quarter Ended
	Pension Benefits						Other Postretirement Benefits
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)			June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Service cost	$	—		$	—		$	—		$	1
Interest cost		39			37			1			1
Expected return on assets		(47	)		(43	)		—			—
Amortization of prior service benefit		—			—			(4	)		(4	)
Amortization of net actuarial loss		19			31			1			2
Net periodic benefit expense	$	11		$	25		$	(2	)	$	—
Contributions to benefit plans	$	(45	)	$	(71	)	$	—		$	(1	)

During each of the first quarters ended June 14, 2014 and June 15, 2013, the Company contributed $13 and $12, respectively, to various multi-employer pension plans, primarily defined benefit pension plans, under collective bargaining agreements.

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Document and Entity Information	4 Months Ended
	Jun. 14, 2014	Jul. 18, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 14, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	SVU
Entity Registrant Name	SUPERVALU INC
Entity Central Index Key	0000095521
Current Fiscal Year End Date	--02-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		260,775,933

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NET EARNINGS (LOSS) PER SHARE

4 Months Ended

Jun. 14, 2014

Earnings Per Share [Abstract]

NET EARNINGS (LOSS) PER SHARE

NOTE 10 – NET EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share is calculated using net earnings (loss) attributable to SUPERVALU INC. stockholders divided by the weighted average number of shares outstanding during the period. Diluted net earnings (loss) per share is similar to basic net earnings (loss) per share except that the weighted average number of shares outstanding is computed after giving effect to the dilutive impacts of stock-based awards.

The following table reflects the calculation of basic and diluted net earnings (loss) per share:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Net earnings (loss) from continuing operations	$	48		$	(102	)
Less Net earnings attributable to noncontrolling interests		2			3
Net earnings (loss) from continuing operations attributable to SUPERVALU INC.		46			(105	)
(Loss) income from discontinued operations, net of tax		(3	)		190
Net earnings attributable to SUPERVALU INC.	$	43		$	85
Weighted average number of shares outstanding – basic		260			246
Dilutive impact of stock-based awards		2			4
Weighted average number of shares outstanding – diluted(1)		262			250
Basic net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations	$	0.18		$	(0.43	)
Discontinued operations	$	(0.01	)	$	0.78
Basic net earnings per share	$	0.17		$	0.35
Diluted net earnings (loss) per share attributable to SUPERVALU INC.:
Continuing operations(1)	$	0.18		$	(0.43	)
Discontinued operations(1)	$	(0.01	)	$	0.77
Diluted net earnings per share	$	0.17		$	0.34

(1) Weighted average number of shares outstanding – diluted was equal to Weighted average number of shares outstanding – basic for the computation of diluted net loss per share from discontinued operations for the first quarter ended June 14, 2014 and diluted net loss per share from continuing operations for the first quarter ended June 15, 2013.

Stock-based awards of 17 and 20 were outstanding during the first quarter ended June 14, 2014 and June 15, 2013, respectively, but were excluded from the calculation of diluted net earnings (loss) per share from continuing operations for the periods because their inclusion would be antidilutive.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net earnings including noncontrolling interests	$ 45	$ 88
Other comprehensive income:
Amortization of actuarial loss on pension and other postretirement benefit obligations, net of tax of $5 and $11, respectively	11	18
Comprehensive income including noncontrolling interests	56	106
Comprehensive income attributable to noncontrolling interests	2	3
Comprehensive income attributable to SUPERVALU INC.	$ 54	$ 103

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RESERVES FOR CLOSED PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT-RELATED IMPAIRMENT CHARGES

4 Months Ended

Jun. 14, 2014

Text Block [Abstract]

RESERVES FOR CLOSED PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT-RELATED IMPAIRMENT CHARGES

NOTE 4 – RESERVES FOR CLOSED PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT-RELATED IMPAIRMENT CHARGES

Reserves for Closed Properties

The Company maintains reserves for costs associated with closures of retail stores, distribution centers and other properties that are no longer being utilized in current operations. The Company provides for closed property operating lease liabilities using a discount rate to calculate the present value of the remaining noncancellable lease payments after the closing date, reduced by estimated subtenant rentals that could be reasonably obtained for the property. Adjustments to closed property reserves primarily relate to changes in subtenant income or actual exit costs differing from original estimates.

Changes in the Company’s reserves for closed properties consisted of the following:

	June 14, 2014
Reserves for closed properties at beginning of the fiscal year	$	47
Additions		1
Payments		(4	)
Adjustments		(1	)
Reserves for closed properties at the end of period	$	43

Property, Plant and Equipment and Lease Reserve Impairment Charges

Property, plant and equipment and lease reserve impairment charges are recorded as a component of Selling and administrative expenses in the Condensed Consolidated Statements of Operations. The calculation of the closed property charges requires significant judgments and estimates including estimated subtenant rentals, discount rates, and future cash flows based on the Company’s experience and knowledge of the market in which the closed property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

In the first quarter of fiscal 2015, the Company did not incur any property, plant and equipment-related impairment charges. In the first quarter of fiscal 2014, property, plant and equipment-related assets with a carrying amount of $21 were written down to their fair value of $5, resulting in impairment charges of $16. First quarter fiscal 2014 impairment charges primarily related to the write-off of certain software support tools that would no longer be utilized in operations and surplus property impairments.

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GOODWILL AND INTANGIBLE ASSETS

4 Months Ended

Jun. 14, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 3 – GOODWILL AND INTANGIBLE ASSETS

Changes in the Company’s Goodwill and Intangible assets consisted of the following:

	February 22, 2014			Additions			Impairments		Other net adjustments		June 14, 2014
Goodwill:
Independent Business goodwill	$	710		$	—		$	—	$	—	$	710
Save-A-Lot goodwill		137			—			—		—		137
Total goodwill	$	847		$	—		$	—	$	—	$	847
	February 22, 2014			Additions/ Amortization			Impairments		Other net adjustments		June 14, 2014
Intangible assets:
Customer lists, customer relationships, favorable operating leases and other (accumulated amortization of $81 and $78 as of June 14, 2014 and February 22, 2014, respectively)	$	111		$	—		$	—	$	1	$	112
Trademarks and tradenames – indefinite useful lives		9			—			—		—		9
Non-compete agreements (accumulated amortization of $2 and $2 as of June 14, 2014 and February 22, 2014, respectively)		3			—			—		—		3
Total intangible assets		123			—			—		1		124
Accumulated amortization		(80	)		(3	)				—		(83	)
Total intangible assets, net	$	43									$	41

Amortization of intangible assets with definite useful lives was $3 and $2 for the first quarters ended June 14, 2014 and June 15, 2013, respectively. Future amortization expense is anticipated to average approximately $5 per fiscal year for each of the next five fiscal years.

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DISCONTINUED OPERATIONS

4 Months Ended

Jun. 14, 2014

Discontinued Operations And Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 15 – DISCONTINUED OPERATIONS

On March 21, 2013, the Company sold NAI to AB Acquisition, which resulted in the sale of the NAI banners, including Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market and related Osco and Sav-on in-store pharmacies (collectively, the “NAI Banners”). The operating results and cash flows of the NAI Banners have been presented separately as discontinued operations in the Condensed Consolidated Financial Statements for all periods presented.

During the first quarter of fiscal 2014, the Company received net proceeds of approximately $100 and a short-term note receivable of approximately $44 for the stock of NAI. AB Acquisition assumed approximately $3,200 of debt and capital leases, excluding original issue discounts. In addition, AB Acquisition assumed the underfunded status of NAI’s share of the multiemployer pension plans to which the Company contributed. AB Acquisition’s portion of the underfunded status of the multiemployer pension plans was estimated to be approximately $1,138 before tax, based on the Company’s estimated “proportionate share” of underfunding calculated as of February 23, 2013.

In connection with the sale of NAI, the Company entered into various agreements with AB Acquisition and its affiliates related to on-going operations, including a Transition Services Agreement with each of NAI and Albertson’s LLC (collectively, the “TSA”) and operating and supply agreements. These arrangements had initial terms that range from 12 months to 5 years, are generally subject to renewal upon mutual agreement by the parties thereto and also include termination provisions that can be exercised by each party. The initial terms of the TSA run through September 2015 and may be extended in one year increments with a one year notice. The Company recognized $58 and $84 in TSA fees earned during the first quarters of fiscal 2015 and 2014, respectively, including $36 under the first-year transitional fee provisions recognized during the first quarter of fiscal 2014. TSA fees earned are reflected in Net sales in the Condensed Consolidated Statements of Operations. The shared service center costs incurred to support back office functions related to the NAI Banners represent administrative overhead and are recorded in Selling and administrative expenses.

During fiscal 2013, the Company recorded a preliminary estimated pre-tax loss on contract for the disposal of NAI of approximately $1,150 and a pre-tax property, plant and equipment-related impairment of $203. The loss on sale calculation was finalized during fiscal 2014, including the finalization of the working capital adjustment. The total loss on sale of NAI was $1,263, comprised of $1,081 of contract loss and $182 of property, plant and equipment-related impairment, resulting in pre-tax reductions to the preliminary estimated loss on sale of NAI of $85 and $5 during the first and second quarters of fiscal 2014, respectively, which was recorded as a component of (Loss) income from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations. The Company determined the pre-tax property, plant and equipment-related impairment using Level 3 inputs.

The following is a summary of the Company’s operating results and certain other directly attributable expenses that are included in discontinued operations:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Net sales	$	—		$	1,235
Income before income taxes from discontinued operations		2			117
Income tax provision (benefit)		5			(73	)
(Loss) income from discontinued operations, net of tax	$	(3	)	$	190

Income before income taxes from discontinued operations for the first quarter of fiscal 2015 reflects $2 of interest income resulting from settlement of income tax audits. The income tax provision included as a component of Loss (income) from discontinued operations, net of tax for the first quarter of fiscal 2015 included $4 of discrete tax expenses. The income tax benefit included as a component of (Loss) income from discontinued operations, net of tax for the first quarter of fiscal 2014 included $118 of discrete tax benefits primarily resulting from the settlement of Internal Revenue Service audits for the fiscal 2010, 2009 and 2008 tax years.

The Company recorded $38 and $53 within Net sales of continuing operations related to wholesale distribution to certain NAI Banners for the first quarters of fiscal 2015 and 2014, respectively. In addition, the Company recorded $54 within Net sales of continuing operations for first quarters of fiscal 2015 and 2014 related to wholesale distribution of certain products to stores owned by Albertson’s LLC that were not part of AB Acquisition’s purchase of NAI.

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NONCONTROLLING INTERESTS

4 Months Ended

Jun. 14, 2014

Noncontrolling Interest [Abstract]

NONCONTROLLING INTERESTS

NOTE 11 – NONCONTROLLING INTERESTS

Noncontrolling interests primarily include minority ownership interests in certain entities operating Retail Food stores under the Cub Foods banner. Pursuant to the terms of the ownership agreements, the Company is required to distribute cash flows generated by these entities on a proportionate basis based on ownership interest. A reconciliation of the beginning and ending carrying amount of the equity attributable to noncontrolling interests is as follows:

	First Quarter Ended
	June 14, 2014			June 15, 2013
	(16 weeks)			(16 weeks)
Equity attributable to noncontrolling interests at beginning of year	$	8		$	10
Net earnings attributable to noncontrolling interests		2			3
Distributions to noncontrolling interests		(4	)		(5	)
Equity attributable to noncontrolling interests at end of period	$	6		$	8

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INCOME TAXES

4 Months Ended

Jun. 14, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 – INCOME TAXES

The tax rate for the first quarter of fiscal 2015 included $2 in discrete tax benefits. The tax rate for the first quarter of fiscal 2014 included $2 of discrete tax benefits and $2 of discrete tax expense.

During the first quarter ended June 14, 2014, unrecognized tax benefits increased $2 from the amounts disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 22, 2014. The Company does not anticipate that its total unrecognized tax benefits will change significantly in the next 12 months.

As of June 14, 2014, the Company is no longer subject to federal income tax examinations for fiscal years prior to 2011 and in most states is no longer subject to state income tax examinations for fiscal years before 2006.

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FAIR VALUE MEASUREMENTS

4 Months Ended

Jun. 14, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 5 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair value measurements, as follows:

Level 1	–	Quoted prices in active markets for identical assets or liabilities;
Level 2	–	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3	–	Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.

Impairment charges related to lease reserves and property, plant and equipment recorded during the first quarter of fiscal 2014 discussed in Note 4 – Reserves for Closed Properties and Property, Plant and Equipment-Related Impairment Charges were measured at fair value using Level 3 inputs. Property, plant and equipment impairment charges and finalization adjustments recorded in the first quarter of fiscal 2014, related to New Albertson’s, Inc. (“NAI”), were measured at fair value using Level 3 inputs and recorded in (Loss) income from discontinued operations, net of tax, and are discussed in Note 15 – Discontinued Operations.

Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable, accrued salaries and other current assets and liabilities, the fair values approximate book values due to their short maturities.

The estimated fair value of notes receivable was greater than their book value by approximately $2 as of June 14, 2014 and February 22, 2014. Notes receivable are valued based on a discounted cash flow approach applying a market rate for similar instruments using Level 3 inputs.

The estimated fair value of the Company’s long-term debt (including current maturities) was greater than the book value by approximately $83 as of June 14, 2014 and February 22, 2014. The estimated fair value was based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs.

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LONG-TERM DEBT

4 Months Ended

Jun. 14, 2014

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 6 – LONG-TERM DEBT

The Company’s long-term debt consisted of the following:

	June 14, 2014			February 22, 2014
4.50% Secured Term Loan Facility due March 2019	$	1,474		$	1,474
1.91% to 4.00% Revolving ABL Credit Facility due February 2019		—			—
8.00% Senior Notes due May 2016		628			628
6.75% Senior Notes due June 2021		400			400
Other		14			18
Net discount on debt, using an effective interest rate of 4.63% to 8.58%		(14	)		(16	)
Total debt		2,502			2,504
Less current maturities of long-term debt		(16	)		(18	)
Long-term debt	$	2,486		$	2,486

The Company’s credit facilities and certain long-term debt agreements have restrictive covenants and cross-default provisions which generally provide, subject to the Company’s right to cure, for the acceleration of payments due in the event of a breach of a covenant or a default in the payment of a specified amount of indebtedness due under certain other debt agreements. The Company was in compliance with all such covenants and provisions for all periods presented.

Senior Secured Credit Agreements

As of June 14, 2014 and February 22, 2014, the Company had outstanding borrowings of $1,474 under its six-year $1,500 term loan facility (the “Secured Term Loan Facility”), secured by substantially all of the Company’s real estate, equipment and certain other assets, which bears interest at the rate of LIBOR plus 3.50 percent and includes a floor on LIBOR set at 1.00 percent. The Secured Term Loan Facility is guaranteed by the Company’s material subsidiaries (together with the Company, the “Term Loan Parties”). To secure their obligations under the Secured Term Loan Facility, the Company granted a perfected first-priority security interest for the benefit of the facility lenders in the Term Loan Parties’ equity interest in Moran Foods, LLC, the parent entity of the Company’s Save-A-Lot business, and the Term Loan Parties granted a perfected first priority security interest in substantially all of their intellectual property and a first priority mortgage lien and security interest in certain owned or ground-leased real estate and associated equipment pledged as collateral. As of June 14, 2014 and February 22, 2014, there was $684 and $704, respectively, of owned or ground-leased real estate and associated equipment pledged as collateral, which was included in Property, plant and equipment, net in the Condensed Consolidated Balance Sheets. In addition, the obligations of the Term Loan Parties under the Secured Term Loan Facility are secured by second-priority security interests in the collateral securing the Company’s five-year $1,000 asset-based revolving ABL credit facility (the “Revolving ABL Credit Facility”). As of June 14, 2014 and February 22, 2014, $2 and $0, respectively, of the Secured Term Loan Facility was classified as current.

The loans under the Secured Term Loan Facility may be voluntarily prepaid in certain minimum principal amounts, subject to the payment of breakage or similar costs and, in certain circumstances, a prepayment fee. Pursuant to the Secured Term Loan Facility, the Company must, subject to certain customary reinvestment rights, apply 100 percent of Net Cash Proceeds (as defined in the facility) from certain types of asset sales (excluding proceeds of the collateral security of the Revolving ABL Credit Facility and other secured indebtedness) to prepay the loans outstanding under the Secured Term Loan Facility. Beginning with the fiscal year ended February 22, 2014, the Company must prepay loans outstanding under the facility no later than 90 days after the fiscal year end in an aggregate principal amount equal to a percentage (which percentage ranges from 0 to 50 percent depending on the Company’s Total Secured Leverage Ratio (as defined in the facility) as of the last day of such fiscal year) of Excess Cash Flow (as defined in the facility) for the fiscal year then ended minus any voluntary prepayments made during such fiscal year with Internally Generated Cash (as defined in the facility). The potential amount of prepayment from Excess Cash Flow that will be required for fiscal 2015 is not reasonably estimable as of June 14, 2014.

On April 17, 2014, the Company entered into an amendment (the “ABL Amendment”) to its Revolving ABL Credit Facility that reduced the interest rates to LIBOR plus 1.50 percent to LIBOR plus 2.00 percent or prime plus 0.50 percent to 1.00 percent, depending on utilization. The ABL Amendment also eliminated the springing maturity provision that would have accelerated the maturity of the facility to 90 days prior to May 1, 2016 if more than $250 of the Company’s 8.00 percent Senior Notes due May 2016 remained outstanding as of that date. The springing maturity provision was replaced with a springing reserve provision that calls for a reserve to be placed against availability under the facility in the amount of any outstanding Material Indebtedness (as defined in the facility) that is due within 30 days of the date the reserve is established. The ABL Amendment also amended the facility to provide that the Company may incur additional term loans under the Secured Term Loan Facility in an aggregate principal amount of up to $500 instead of $250 as was in effect prior to the ABL Amendment, subject to identifying term loan lenders or other institutional lenders willing to provide the additional loans and satisfying certain terms and conditions. In addition, the ABL Amendment extended the maturity date of the facility to February 21, 2019 and contains modified covenants to give the Company additional strategic and operational flexibility.

As of June 14, 2014 and February 22, 2014, there were no outstanding borrowings under the Revolving ABL Credit Facility. As of June 14, 2014, letters of credit outstanding under the Revolving ABL Credit Facility were $97 at fees of 1.875 percent, and the unused available credit under this facility was $818 with facility fees of 0.375 percent. As of February 22, 2014, letters of credit outstanding under the Company’s previous revolving credit facility due March 2018 were $101 at fees of 2.125 percent, and the unused available credit under this facility was $786 with facility fees of 0.375 percent. As of June 14, 2014 and February 22, 2014, the Revolving ABL Credit Facility and the Company’s previous revolving credit facility due March 2018 was secured on a first priority basis by $1,115 and $1,066, respectively, of certain inventory assets included in Inventories, net, all eligible receivables included in Receivables, net, all of the Company’s pharmacy scripts included in Intangible assets, net and all credit card receivables of wholly-owned stores included in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The revolving loans under the Revolving ABL Credit Facility may be voluntarily prepaid in certain minimum principal amounts, in whole or in part, without premium or penalty, subject to breakage or similar costs. The Company and those subsidiaries named as borrowers under the Revolving ABL Credit Facility are required to repay the revolving loans in cash and provide cash collateral under this facility to the extent that the revolving loans and letters of credit exceed the lesser of the borrowing base then in effect or the aggregate amount of the lenders’ commitments under the Revolving ABL Credit Facility. During the first quarter of fiscal 2015, the Company borrowed and repaid $870 under its Revolving ABL Credit Facility and its previous revolving credit facility due March 2018. During the first quarter of fiscal 2014, the Company borrowed $1,114 and repaid $1,217 under its previous revolving credit facilities. Certain of the Company’s material subsidiaries are co-borrowers under the Revolving ABL Credit Facility, and this facility is guaranteed by the rest of the Company’s material subsidiaries (the Company and those subsidiaries named as borrowers and guarantors under the Revolving ABL Credit Facility, the “ABL Loan Parties”). To secure their obligations under this facility, the ABL Loan Parties have granted a perfected first-priority security interest for the benefit of the facility lenders in its present and future inventory, credit card, wholesale trade, pharmacy and certain other receivables, prescription files and related assets. In addition, the obligations under the Revolving ABL Credit Facility are secured by second-priority liens on and security interests in the collateral securing the Secured Term Loan Facility, subject to certain limitations to ensure compliance with the Company’s outstanding debt instruments and leases.

Debentures

The remaining $628 of 8.00 percent Senior Notes due 2016 and $400 of 6.75 percent Senior Notes due June 2021 contain operating covenants, including limitations on liens and on sale and leaseback transactions. The Company was in compliance with all such covenants and provisions for all periods presented.

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STOCK-BASED AWARDS

4 Months Ended

Jun. 14, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK-BASED AWARDS

NOTE 8 – STOCK-BASED AWARDS

The Company recognized pre-tax stock-based compensation expense (included primarily in Selling and administrative expenses in the Condensed Consolidated Statements of Operations) related to stock options, restricted stock units, restricted stock awards and performance awards (collectively referred to as “stock-based awards”) of $7 and $12 for the first quarters of fiscal 2015 and 2014, respectively. In the first quarter of fiscal 2014, the Company recognized $9 of accelerated stock-based compensation charges in Selling and administrative expenses as a result of a deemed change-in-control, comprised of $5 from long-term incentive programs, $3 from restricted stock awards and $1 from stock options.

Stock Options

In May 2014 and May 2013, the Company granted 5 and 9 of non-qualified stock options to certain employees under the Company’s 2012 Stock Plan with weighted average grant date fair values of $3.28 per share and $2.78 per share, respectively. The stock options vest over a period of three years, and were awarded as part of a broad-based employee incentive program designed to retain and motivate employees across the Company.

The Company used the Black-Scholes option pricing model to estimate the fair value of the options at grant date based upon the following assumptions.

	First Quarter Ended
	June 14, 2014			June 15, 2013
Dividend yield		—	%		—	%
Volatility rate		50.8 – 53.2	%		49.3 – 51.3	%
Risk-free interest rate		1.2 – 1.6	%		0.6 – 1.0	%
Expected life		4.0 – 5.0 years			4.0 – 6.0 years

Restricted Stock Units

In the first quarter of fiscal 2015, the Company granted 2 restricted stock units (“RSUs”) to certain employees under the 2012 Stock Plan. The RSUs vest over a three year period from the date of grant and were granted at a fair value of $7.50 per unit.

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013	Feb. 22, 2014
Accounting Policies [Abstract]
Number of weeks in first quarter	16 weeks
Number of weeks in second and third quarter	12 weeks
Number of weeks in fourth quarter	13 weeks
Number of weeks in current fiscal year	53 weeks
Net book overdrafts	$ 118		$ 134
LIFO charge recorded	2	0
Value increase in inventory by changing the method from LIFO to FIFO	$ 204		$ 202

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Net Earnings (Loss) Per Share - Additional Information (Detail) (Continuing Operations [Member]) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Continuing Operations [Member]
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	17	20

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COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

4 Months Ended

Jun. 14, 2014

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

NOTE 13 – COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

Guarantees

The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of June 14, 2014. These guarantees were generally made to support the business growth of independent retail customers. The guarantees are generally for the entire terms of the leases or other debt obligations with remaining terms that range from less than one year to 16 years, with a weighted average remaining term of approximately eight years. For each guarantee issued, if the independent retail customer 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 independent retail customer.

The Company reviews performance risk related to its guarantees of independent retail customer obligations based on internal measures of credit performance. As of June 14, 2014, the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $69 ($53 on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations under the Company’s guarantee 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 a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, contracts entered into for the purchase and sale of stock or assets, 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 not aware of any matters that are expected to result in a material liability.

Following the sale of NAI, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by SUPERVALU INC. with respect to the obligations of NAI that were incurred while NAI was a subsidiary of the Company. As of February 22, 2014, the total undiscounted amount of all such guarantees was $331 ($297 on a discounted basis). Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments while the Company owned NAI, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized these obligations with letters of credit to numerous states and certain NAI retail banner real estate assets. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees.

Other Contractual Commitments

In the ordinary course of business, the Company enters into supply contracts to purchase products for resale and purchase and service contracts for fixed asset and information technology commitments. These contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. As of June 14, 2014, the Company had approximately $312 of non-cancelable future purchase obligations.

The Company and AB Acquisition LLC (“AB Acquisition”) entered into a binding term sheet with the Pension Benefit Guaranty Corporation (the “PBGC”) relating to issues regarding the effect of the sale of NAI on certain SUPERVALU retirement plans. The agreement requires that the Company will not pay any dividends to its stockholders at any time for the period beginning on January 9, 2013 and ending on the earliest of (i) March 21, 2018, (ii) the date on which the total of all contributions made to the SUPERVALU Retirement Plan on or after the closing date of the sale of NAI is at least $450 and (iii) the date on which SUPERVALU’s unsecured credit rating is BB+ from Standard & Poor’s or Ba1 from Moody’s (such earliest date, the end of the “PBGC Protection Period”). SUPERVALU has also agreed to make certain contributions to the SUPERVALU Retirement Plan in excess of the minimum required contributions at or before the end of fiscal years 2015 – 2017 (where such fiscal years end during the PBGC Protection Period), and AB Acquisition has agreed to provide a guarantee to the PBGC for such excess payments. Excess contributions required under this binding term sheet include $25 by the end of fiscal 2015, an additional $25 by the end of fiscal 2016 and an additional $50 by the end of fiscal 2017.

Legal Proceedings

The Company is subject to various lawsuits, claims and other legal matters that arise in the ordinary course of conducting business. In the opinion of management, based upon currently-available facts, it is remote that the ultimate outcome of any lawsuits, claims and other proceedings will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position.

In September 2008, a class action complaint was filed against the Company, as well as International Outsourcing Services, LLC (“IOS”); Inmar, Inc.; Carolina Manufacturer’s Services, Inc.; Carolina Coupon Clearing, Inc. and Carolina Services in the United States District Court in the Eastern District of Wisconsin. The plaintiffs in the case are a consumer goods manufacturer, a grocery co-operative and a retailer marketing services company who allege on behalf of a purported class that the Company and the other defendants (i) conspired to restrict the markets for coupon processing services under the Sherman Act and (ii) were part of an illegal enterprise to defraud the plaintiffs under the Federal Racketeer Influenced and Corrupt Organizations Act. The plaintiffs seek monetary damages, attorneys’ fees and injunctive relief. The Company intends to vigorously defend this lawsuit, however all proceedings have been stayed in the case pending the result of the criminal prosecution of certain former officers of IOS.

In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin against the Company alleging that a 2003 transaction between the Company and C&S Wholesale Grocers, Inc. (“C&S”) was a conspiracy to restrain trade and allocate markets. In the 2003 transaction, the Company purchased certain assets of the Fleming Corporation as part of Fleming Corporation’s bankruptcy proceedings and sold certain assets of the Company to C&S which were located in New England. Since December 2008, three other retailers have filed similar complaints in other jurisdictions. The cases have been consolidated and are proceeding in the United States District Court for the District of Minnesota. The complaints allege that the conspiracy was concealed and continued through the use of non-compete and non-solicitation agreements and the closing down of the distribution facilities that the Company and C&S purchased from each other. Plaintiffs are seeking monetary damages, injunctive relief and attorneys’ fees. On July 5, 2011, the District Court granted the Company’s Motion to Compel Arbitration for those plaintiffs with arbitration agreements and plaintiffs appealed. On July 16, 2012, the District Court denied plaintiffs’ Motion for Class Certification and on January 11, 2013, the District Court granted the Company’s Motion for Summary Judgment and dismissed the case regarding the non-arbitration plaintiffs. Plaintiffs have appealed these decisions. On February 12, 2013, the 8th Circuit reversed the District Court decision requiring plaintiffs with arbitration agreements to arbitrate and the Company filed a Petition with the 8th Circuit for an En Banc Rehearing. On June 7, 2013, the 8th Circuit denied the Petition for Rehearing and remanded the case to the District Court. On October 30, 2013, the parties attended a District Court ordered mandatory mediation which was not successful in resolving the matter. On May 21, 2014, a panel of the 8th Circuit (1) reversed the District Court’s decision granting summary judgment in favor of the Company, and (2) affirmed the District Court’s decision denying class certification of a class consisting of all retailers located in the States of Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio and Wisconsin that purchased wholesale grocery products from the Company between December 31, 2004 and September 13, 2008, but remanded the case for the District Court to consider whether to certify a narrower class of purchasers supplied from the Company’s Champaign, Illinois distribution center. On June 18, 2014, the Company filed a petition for en banc review by the 8th Circuit on the reversal of the summary judgment decision and specific issues raised thereunder.

In May 2012, Kiefer, a former Assistant Store Manager at Save-A-Lot, filed a class action against Save-A-Lot seeking to represent current and former Assistant Store Managers alleging violations of the Fair Labor Standards Act related to the fluctuating work week method of pay (“FWW”) in the United States District Court in the District of Connecticut. FWW is a method of compensation whereby employees are paid a fixed salary for all hours worked during a week plus additional compensation at one-half the regular rate for overtime hours. Kiefer claimed that the FWW practice is unlawful or, if lawful, that Save-A-Lot improperly applied the FWW method of pay, including in situations involving paid time off, holiday pay, and bonus payments. In March 2013, the United States District Court granted conditional certification in favor of Kiefer on the issue of whether Save-A-Lot properly applied the FWW. In May 2013, the United States District Court denied Save-A-Lot’s motion for summary judgment on the same issue. This FWW practice is permissible under the Fair Labor Standards Act and other state laws, and Save-A-Lot denied all allegations in the case. The same plaintiffs’ attorneys representing Kiefer filed two additional FWW actions against Save-A-Lot and SUPERVALU. Shortly before filing of the Kiefer lawsuit, in one of these cases filed by a former Assistant Store Manager (Roach) in March 2011, the Superior Court for the Judicial District of Hartford at Hartford granted summary judgment in favor of Save-A-Lot determining FWW was a legal practice in Connecticut. In March 2013, another Save-A-Lot Assistant Store Manager (Pagano) filed an FWW class claim against SUPERVALU under Pennsylvania state law in the Philadelphia County Court of Common Pleas relating to overtime payment. In all three cases, which the Company was defending vigorously, plaintiffs were seeking monetary damages and attorneys’ fees. On August 20, 2013, the parties agreed in principle to resolve the matters on a nationwide basis in a settlement that will cap the Company’s aggregate obligation, including with respect to settlement funds, plaintiffs’ attorneys fees and costs and settlement administration costs. The settlement is subject to the applicable courts’ preliminary and final approval. The court granted preliminary approval of the settlement on March 13, 2014. Final resolution is subject to the court’s approval, which the parties will seek in July 2014. The Company recorded a litigation settlement charge of $5 before tax ($3 after tax) in the second quarter of fiscal 2014 in connection with the expected settlement of this matter. The Company funded $5 into a qualified settlement fund on February 28, 2014.

Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. The Company regularly monitors its exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and its estimates of related costs and exposures.

With respect to the IOS and C&S matters discussed above, the Company believes the chance of a negative outcome is remote. It is possible, although management believes it is remote, that material differences in actual outcomes, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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RESERVES FOR CLOSED PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT-RELATED IMPAIRMENT CHARGES (Tables)

4 Months Ended

Jun. 14, 2014

Text Block [Abstract]

Changes in Company's Reserves

Changes in the Company’s reserves for closed properties consisted of the following:

	June 14, 2014
Reserves for closed properties at beginning of the fiscal year	$	47
Additions		1
Payments		(4	)
Adjustments		(1	)
Reserves for closed properties at the end of period	$	43

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Benefit Plans - Additional Information (Detail) (Multi-employer Postretirement Benefit Plans Other than Pensions [Member], USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Multi-employer Postretirement Benefit Plans Other than Pensions [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans [Line Items]
Contribution to multi-employer Plans	$ 13	$ 12

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Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 14, 2014	Feb. 22, 2014
Fair Value Disclosures [Abstract]
Difference between fair value and book value of notes receivable	$ 2	$ 2
Difference between fair value and book value of long-term debt	$ 83	$ 83

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Statement Of Income And Comprehensive Income [Abstract]
Amortization of actuarial loss on pension and other postretirement benefit obligations	$ 5	$ 11

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BUSINESS ACQUISITIONS

4 Months Ended

Jun. 14, 2014

Business Combinations [Abstract]

BUSINESS ACQUISITIONS

NOTE 2 – BUSINESS ACQUISITIONS

Rainbow Stores

On May 6, 2014, the Company entered into asset purchase agreements with RBF, LLC (the “Seller”) and Roundy’s Supermarkets, Inc. (“Roundy’s”). In addition, on May 6, 2014, several independent retailer customers and franchisees, including Diamond Lake 1994 L.L.C. in which the Company has a minority ownership interest, also executed asset purchase agreements with the Seller and Roundy’s.

Subsequent to the end of the first quarter of fiscal 2015, the Company closed on the purchase of certain assets and assumed certain liabilities related to seven Rainbow Foods grocery stores, 11 Rainbow Foods pharmacy locations, one Rainbow Foods liquor store, and three Rainbow Foods grocery stores in which the Company has a minority interest. The Company intends to operate five of the grocery stores, all pharmacies and the liquor store under the Cub Foods banner and two of the grocery stores are operating as Rainbow Foods grocery stores. The Company acquired Roundy’s RAINBOW™ trademarks. Total consideration for stores acquired by the Company was approximately $33 plus cash payments of approximately $5 for inventories. In addition, the Company assumed certain off-balance sheet obligations, including operating leases and multi-employer pension obligations with respect to the acquired stores. Preliminary purchase accounting allocations have not been completed.

The three grocery stores acquired by Diamond Lake 1994 L.L.C are operating under the Cub Foods banner.

Save-A-Lot Licensee Stores

During the first quarter ended June 14, 2014, the Company paid $5 to acquire equipment, leasehold improvements, inventory and intangible assets associated with 14 licensed Save-A-Lot stores. These Condensed Consolidated Financial Statements reflect the preliminary purchase accounting allocation, which will be completed in the second quarter of fiscal 2015.

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Discontinued Operations - Summary of Company's Operating Results and Certain Other Directly Attributable Expenses (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
(Loss) income from discontinued operations, net of tax	$ (3)	$ 190
NAI Banners [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales		1,235
Income before income taxes from discontinued operations	2	117
Income tax provision (benefit)	5	(73)
(Loss) income from discontinued operations, net of tax	$ (3)	$ 190

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LONG-TERM DEBT (Tables)

4 Months Ended

Jun. 14, 2014

Debt Disclosure [Abstract]

Long-Term Debt and Capital Lease Obligations

The Company’s long-term debt consisted of the following:

	June 14, 2014			February 22, 2014
4.50% Secured Term Loan Facility due March 2019	$	1,474		$	1,474
1.91% to 4.00% Revolving ABL Credit Facility due February 2019		—			—
8.00% Senior Notes due May 2016		628			628
6.75% Senior Notes due June 2021		400			400
Other		14			18
Net discount on debt, using an effective interest rate of 4.63% to 8.58%		(14	)		(16	)
Total debt		2,502			2,504
Less current maturities of long-term debt		(16	)		(18	)
Long-term debt	$	2,486		$	2,486

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	4 Months Ended
	Jun. 14, 2014	Jun. 15, 2013
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 3	$ 2
Future amortization expense, Year One	5
Future amortization expense, Year Two	5
Future amortization expense, Year Three	5
Future amortization expense, Year Four	5
Future amortization expense, Year Five	$ 5

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COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

4 Months Ended

Jun. 14, 2014

Equity [Abstract]

COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

NOTE 12 – COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

The Company reports comprehensive income in the Condensed Consolidated Statements of Comprehensive Income. Comprehensive income includes all changes in stockholders’ deficit during the applicable reporting period, other than those resulting from investments by and distributions to stockholders. The Company’s comprehensive income is calculated as net earnings (loss) including noncontrolling interests plus or minus adjustments for pension and other postretirement benefit obligations, net of tax, less comprehensive income attributable to noncontrolling interests.

Accumulated other comprehensive loss represents the cumulative balance of other comprehensive income, net of tax, as of the end of the reporting period and relates to pension and other postretirement benefit obligation adjustments, net of tax. Changes in Accumulated other comprehensive loss by component is as follows:

	First Quarter Ended
	June 14, 2014 (16 weeks)			June 15, 2013 (16 weeks)
Pension and postretirement benefit plan accumulated other comprehensive loss at beginning of the fiscal year, net of tax	$	307		$	612
Other comprehensive (income) loss before reclassifications, net of tax expense of $0 and $0, respectively		—			—
Amortization of amounts included in net periodic benefit cost, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Net current-period Other comprehensive income, net of tax expense of $5 and $11, respectively		(11	)		(18	)
Divestiture of NAI pension plan accumulated other comprehensive income, net of tax expense of $0 and $31, respectively		—			(48	)
Pension and postretirement benefit plan accumulated other comprehensive loss at the end of period, net of tax	$	296		$	546

Upon completion of the sale of NAI in the first quarter of fiscal 2014, the Company disposed approximately $48 of Accumulated other comprehensive loss, which was a component of Stockholders’ deficit in the Consolidated Balance Sheets as of February 23, 2013, due to NAI’s assumption of a defined benefit pension plan established and operated under NAI.

Amortization of amounts included in net periodic benefit cost before tax were reclassified out of Accumulated other comprehensive loss into Selling and administrative expenses and Cost of sales of $12 and $4, respectively, for the first quarter of fiscal 2015 and $26 and $3 for the first quarter of fiscal 2014, respectively, in the Condensed Consolidated Statements of Operations. See Note 9—Benefit Plans for information regarding the recognition of pension and other postretirement benefit obligation activity.