FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended February 26, 1994

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________ to ____________

Commission file Number: 1-5418

SUPERVALU INC.
(Exact Name of registrant as specified in its Charter)

Delaware 41-0617000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: (612) 828-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
------------------- ------------------------------
registered
----------
Common Stock, par value $1.00 New York Stock Exchange
per share
Preferred Share Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----

[Cover page 1 of 2 pages]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 1, 1994 was approximately $2,162,895,712 (based upon the
closing price of Registrant's Common Stock on the New York Stock Exchange on
March 31, 1994).

Number of shares of $1.00 par value Common Stock outstanding as of April 1,
1994: 71,797,541.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended February 26, 1994 are incorporated into Parts I, II and IV, as
specifically set forth in said Parts I, II and IV.

2. Portions of Registrant's definitive Proxy Statement filed for
Registrant's 1994 Annual Meeting of Stockholders are incorporated into
Part III, as specifically set forth in said Part III.

-2-

[Cover page 2 of 2 pages]

PART I
------

Unless the context indicates otherwise, all references to the "Company,"
"SUPERVALU" or "Registrant" in this Annual Report on Form 10-K relate to
SUPERVALU INC. and its majority-owned subsidiaries.

ITEM 1. BUSINESS
- - - ------ --------

GENERAL DEVELOPMENT
-------------------

SUPERVALU INC., a Delaware corporation organized in 1925 as the successor
to two wholesale grocery firms established in the 1870's, has its
principal executive offices at 11840 Valley View Road, Eden Prairie,
Minnesota 55344 (Telephone: 612-828-4000).

The Company is the nation's largest food wholesaler and approximately
14th largest food retailer. It is primarily engaged in the business of
selling food and nonfood products at wholesale. The Company supplied
approximately 4,350 stores in 47 states as of the close of fiscal 1994
and approximately 4,650 stores in May of 1994. In addition, the Company
also operated at fiscal year-end 258 retail food supermarkets, discount
food superstores, combination stores, limited-assortment and other
stores, primarily under the names of Cub Foods, Shop 'n Save, Save-A-Lot,
Scott's, Laneco, Hornbacher's, Twin Valu, Ultra IGA and MAX CLUB.

While not material to overall operations to date, the Company also serves
a growing international sales operation to customers in many foreign
countries, and its military sales operations serve over 100 military
bases.

In 1991, SUPERVALU began the implementation of a strategy to focus on its
core food distribution and retailing business segments. The Company
executed the first major step of this strategy in October 1991 with the
sale of 54% of SUPERVALU's interest in ShopKo Stores, Inc. ("ShopKo"),
its discount general merchandise subsidiary, through an initial public
offering. SUPERVALU continues to own a 46% interest in ShopKo which, at
fiscal year end, operated 118 discount department stores in 15 states.

As of October 31, 1992, the Company completed the acquisition of Wetterau
Incorporated ("Wetterau"), resulting in a significant expansion of the
geographic market and customer base compared with that previously served
by SUPERVALU food wholesale and retail operations. In fiscal 1994 the
Company completed the integration of Wetterau's administrative and
support services into its own and combined or closed a number of
distribution operations to eliminate inefficiencies and overlap. The
Company continues to evaluate further consolidations to improve
efficiencies in its distribution operations. See "Properties."

In March, 1994, the Company acquired Sweet Life Foods, Inc. ("Sweet
Life"), a privately-owned grocery wholesale distributor serving
Massachusetts, Connecticut, Maine and Eastern New York. This acquisition
further strengthened the Company's customer base by adding 280 additional
stores as customers in the New England states. The Company plans to
consolidate its New England distribution operations and further develop
retail support services for New England retailers.

The Company has also made other smaller acquisitions from time to time to
further the growth of its food distribution, retailing and bakery
operations.

-3-

Additional description of the Company's business is contained in the
"Financial Review" portion of the Company's Annual Report to the
Stockholders for fiscal year 1994 (Exhibit 13), pages 14-17, which
description is incorporated herein by reference.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
---------------------------------------------

Financial information about the Company's industry segments for the five
years ended February 26, 1994 is incorporated by reference to page 20 of
the Company's Annual Report to Stockholders for fiscal year 1994 (Exhibit
13).

FOOD DISTRIBUTION OPERATIONS
----------------------------

DESCRIPTION OF FOOD STORES SERVED. SUPERVALU food distribution divisions
---------------------------------
sell food and nonfood products at wholesale and offer a variety of retail
support services to independently-owned retail food stores. At February
26, 1994, the Company's 26 food distribution divisions and 4 general
merchandise divisions were the principal supplier to approximately 4,350
retail grocery and general merchandise stores, the same number of stores
served at the end of fiscal 1993. In March, 1994 the Company acquired an
additional 280 stores as customers upon completion of the acquisition of
Sweet Life.

Retail food stores served by the Company at wholesale range in size from
small convenience stores to 200,000 square foot supercenters. The
Company's wholesale customer base includes single and multiple store
independent operators, affiliated stores, regional chains and Company
owned stores, operating in a variety of formats including limited
assortment stores, discount food stores, conventional and upscale
supermarkets and combination stores.

Retail food stores served by the Company at wholesale offer a wide
variety of groceries, meats, dairy products, frozen foods and fresh
fruits and vegetables. In addition, most stores carry an assortment of
non-food items, including tobacco products, health and beauty aids, paper
products, cleaning supplies, and small household and clothing items. The
number and variety of such non-food items have expanded significantly in
recent years in line with the general industry trend but vary
considerably from store to store. Many stores offer one or more
specialized services, such as delicatessens, food courts, in-store
bakeries, liquor departments, video, pharmacies, housewares and flower
shops.

The Company is constantly endeavoring to strengthen the retail food
stores it serves by assisting in the upgrading and enlargement of
existing stores, establishing new stores, more aggressively merchandising
its stores, developing diverse formats and retail strategies, and
assisting stores to serve markets which are increasingly segmented.

PRODUCTS SUPPLIED. SUPERVALU continues to supply its retail food stores
-----------------
with an increasing variety and selection of products, including national
and regional brands and the Company's own line of private label product
programs. Such trademarks as SUPER VALU, FLAV-O-RITE, CHATEAU, SHOP 'N
SAVE, SHOPPERS VALUE, IGA, NATURE'S BEST, HOME BEST, BI-RITE, FOODLAND,
WHY PAY MORE, and others accounted for approximately 9.5 percent of the
Company's fiscal 1994 sales to retail food stores. With the acquisition
of Sweet Life in March of 1994, the Company also added the SWEET LIFE
private label. In addition, the Company is planning to test market a
new, upscale, private label line of products under the name PREFERRED
SELECTION.

Private labels cover a broad range of products including every department
in the store: frozen, dairy, grocery, meats, bakery, deli, general
merchandise and produce. These products are produced to the Company's
specifications by many suppliers, some of whom are the nation's foremost
manufacturers. In addition, such items as peanut butter, nuts, sugar and
coconut are

-4-

manufactured or repackaged in the Company's own manufacturing facility
located in Chaska, Minnesota, which is operated by Preferred Products,
Inc., a subsidiary of the Company.

In addition to making these products available, SUPERVALU also assumes a
large part of the marketing and merchandising role, conducts private
label sales events, and provides a wide array of in-store promotional and
advertising tools and training expertise to assist the retailer in
conducting private label programs to maximize sales and produce profit
advantage.

Hazelwood Farms Bakeries, Inc., a subsidiary, manufactures frozen dough
and bakery products primarily for the in-store bakery market, and has
customers in all 50 states as well as Canada and Mexico. Its customer
base consists of wholesale food distributors, supermarket chains
(including company-owned, affiliated and non-affiliated stores), fast
food chains and institutional food service companies.

The Company has no significant long-term purchase obligations and
considers that it has adequate and alternative sources of supply for most
of its purchased products.

DISTRIBUTION AND COSTS OF MERCHANDISE. Deliveries to retail stores are
-------------------------------------
made from the Company's distribution centers, usually in Company-owned
trucks. In addition, many types of meats, dairy products, bakery and
other products purchased from the Company are delivered directly by
suppliers to retail stores under programs established by the Company.
Wholesale sales are made to the Company's retailers at the applicable
price and fee schedule in effect at the time of sale.

The Company seeks to lower its cost of product by regionalizing its food
buying operations and centralizing buying for general merchandise and
health and beauty products to better leverage the buying power of larger
product orders. The integration of administrative functions and
consolidation of facilities is also expected to improve operating
efficiencies and lower costs of operations. These actions are intended
to reduce the cost of product to the Company's retailers, thereby
enhancing their competitive position.

SERVICES SUPPLIED. In addition to supplying merchandise, the Company
-----------------
also offers retail stores a wide variety of support services, including
advertising, promotional and merchandising assistance, store management
assistance, retail operations counseling, computerized inventory control
and ordering services, accounting, bill paying and payroll services
(largely computerized), store layout and equipment planning (including
point-of-sale electronic scanning), cash management, tax counseling,
building design and construction services, financial and budget planning,
assistance in selection and purchasing or leasing of store sites,
consumer and market research and personnel management assistance.
Certain Company subsidiaries operate as insurance agencies and provide
comprehensive insurance programs to the Company's affiliated retailers.
Separate charges are made for most, but not all, of these services.

The Company may provide financial assistance to retail stores served or
to be served by it, including the acquisition and subleasing of store
properties, the making of direct loans, and providing guarantees or other
forms of financing. In general, loans made by the Company to independent
retailers are secured by liens on inventory and/or equipment, by personal
guarantees and other security. When the Company subleases store
properties to retailers, the rentals are generally as high or higher than
those paid by the Company.

-5-

RETAIL FOOD OPERATIONS.
----------------------

At fiscal year end, the Company's retail businesses operated a total of
258 retail stores under several formats, including discount food
superstores, conventional stores, upscale service-oriented supermarkets,
supercenters, combination stores and limited-assortment stores. These
diverse formats enable the Company to operate in a variety of markets
under widely differing competitive circumstances.

At the close of fiscal 1994, the Company's retail stores operated under
the following principal formats:

Cub Foods consists of 107 discount food superstores, 54 of which are
franchised to independent retailers and 53 of which are corporately
operated. Plans for fiscal 1995 include the opening of from seven to
nine corporate Cub Foods stores and seven franchised units. The Company
has also developed a prototype format called Cub Too!, a 28,000 square
foot store which is designed to supplement the traditional Cub Foods
format within existing markets. One Cub Too! store was opened during the
fiscal year.

Shop 'n Save consists of 28 discount food stores located in Eastern
Missouri and Southern Illinois; one new replacement store and five
remodeling projects are planned for fiscal 1995.

Save-A-Lot is the Company's combined wholesale and retail limited
assortment operation. At fiscal year end there were 411 Save-A-Lot
limited assortment stores of which 75 were corporately operated. In May
of 1994, Save-A-Lot completed the acquisition of 30 Texas T stores in the
Dallas-Ft. Worth, Texas market, which will be converted to the Save-A-Lot
banner. Save-A-Lot projects adding 105 stores in fiscal 1995 including
20 corporately owned stores, in addition to the Texas T stores.

Scott's Foods is a 13-store group located in the Fort Wayne, Indiana area
acquired by the Company in 1991. One new store is planned for fiscal
1995.

The Company's Laneco division operates a diverse mix of 50 retail outlets
comprised predominantly of supermarkets and supercenters, together with
discount department stores, discount food stores, drug stores and craft
stores. These stores operate mainly under the Laneco, Foodlane, Ultra
IGA, and Price Slasher names and formats. No new stores are planned for
fiscal 1995.

Hornbacher's is a four-store group located in the Fargo, North Dakota
marketplace, with one additional store under construction for opening in
fiscal 1995.

Twin Valu consists of two 180,000 square foot supercenter formats in the
Cleveland, Ohio area, together with two Twin Valu Foods stores which were
opened in fiscal 1993. No new stores are planned for fiscal 1995.

MAX CLUB consists of two 70,000 square foot corporately-operated
membership warehouse clubs in Arizona. The Company intends to develop
two additional stores in fiscal 1995.

Other formats operated by the Company include County Market, SUPERVALU
Stores, IGA, Foodland and Rite Choice.

-6-

TRADEMARKS
----------

The Company offers its customers the opportunity to franchise a concept
or license a trademark. This program helps the customer compete by
providing, as part of the franchise or license program, a complete
business concept, group advertising, private label products and other
benefits. The Company is the franchisor or has the right to license
retailers to use certain trademarks such as CUB FOODS, SAVE-A-LOT, COUNTY
MARKET, SHOP 'N SAVE, NEWMARKET, SUPERVALU, IGA, FOODLAND and SUPERVALU
FOOD & DRUG. The Company registers a substantial number of its
trademarks in the United States Patent and Trademark Office, including
many of its private label product trademarks. See "Products Supplied".
The Company considers certain of its trademarks to be of material
importance to its business and actively defends and enforces such
trademarks.

COMPETITION
-----------

Since the Company's food business consists principally of supplying
independently owned and operated retail food stores, its success is
dependent upon the ability of those retail store operators to compete
successfully with other retail food stores, whether such other stores are
owned by chains or are independently operated, and also upon its own
ability to compete successfully with other wholesale distributors. Both
the wholesale and the retail food businesses are highly competitive. At
the wholesale level, the Company competes directly with a number of
wholesalers which supply affiliated and unaffiliated retailers and
indirectly with the warehouse and distribution operations of the large
integrated chains. The Company competes with other wholesale food
distributors in most of its market areas on the basis of product price,
quality and assortment, schedule and reliability of deliveries, the range
and quality of services provided, the location of the store sites and
distribution facilities and its willingness to provide financing to its
customers. See "Distribution and Costs of Merchandise" and "Services
Supplied."

The principal competitive factors that affect the Company's retail
segment are location, price, quality, service and consumer loyalty.
Local, regional, and national food chains, as well as independent food
stores and markets, comprise the principal competition, although the
Company also faces competition from alternative formats including
supercenters and membership warehouse clubs and from convenience stores
and specialty and discount retailers.

EMPLOYEES
---------

At February 26, 1994, the Company had approximately 42,500 employees.
Approximately 18,500 employees are covered by collective bargaining
agreements. During fiscal year 1994, 20 agreements covering 6,000
employees were re-negotiated, with no work stoppages. In fiscal year
1995, 35 contracts covering approximately 7,000 employees will expire.
The Company believes that it has generally good relationships with its
employees.

INVESTMENT IN SHOPKO
--------------------

Following its initial public offering in October 1991, ShopKo has been
operated as an independent company. The Company's 46% investment in
ShopKo is accounted for by the equity method. The following summary of
ShopKo's business has been prepared from information provided by ShopKo.
Additional information regarding ShopKo is available from the reports and
other documents prepared and filed by ShopKo with the Securities and
Exchange Commission.

-7-

As of February 26, 1994, ShopKo operated 118 discount retail stores in 15
states. ShopKo's corporate headquarters are located in Green Bay,
Wisconsin and its stores are located primarily in medium-sized and
smaller cities in the Upper Midwest and in Mountain and Pacific Northwest
states. ShopKo stores carry a wide selection of branded and private
label nondurable "hard line" goods such as housewares, music/videos,
health and beauty aids, toys and sporting goods and "soft line" goods
such as home textiles, men's, women's and children's apparel, shoes,
jewelry, cosmetics and accessories. ShopKo's stores average 90,400
square feet with approximately 83% of the stores greater than 74,000
square feet. During fiscal 1994, ShopKo opened six new stores and
renovated 16 stores. ShopKo plans to open seven new stores and remodel
up to 34 stores in fiscal 1995. The discount general merchandise
business is very competitive. ShopKo competes in most of its markets
with a variety of national discount chains, including Wal-Mart and K
Mart, and with regional discount chains such as Target, and local
discount stores, certain discount specialty retail chains and deep
discount drug operations. Of ShopKo's six directors, two are officers of
SUPERVALU.

OTHER INVESTMENTS.
-----------------
The Company has ownership interests in business ventures related to its
wholesale and retail segments. Investments in retail businesses include
Hyper Shoppes, Inc., Waremart, Inc., and Super Discount Markets, Inc.
Investments in wholesale businesses include Foodland Distributors. The
Company also owns interests in certain Cub franchise partnerships and
corporations and other ventures.

The Company's ownership interests range from 9% to 57%. Where the Company
owns a majority interest, results are accounted for on a consolidated
basis with minority interests; otherwise results are accounted for using
the equity method or at cost. The aggregate carrying amounts from these
investments are approximately 2% of total assets and the aggregate income
is approximately 2% of net earnings.

ITEM 2. PROPERTIES
- - - ------ ----------

The Company's executive offices are located in a 180,000 square foot
corporate headquarters facility located in Eden Prairie, Minnesota, a
western suburb of Minneapolis, Minnesota. This headquarters facility is
located on a 140 acre site owned by the Company. In February, 1994 the
Company purchased a 240,000 square foot office facility, One Southwest
Crossing, which is located within one mile of its executive offices. At
the end of fiscal 1994, One Southwest Crossing was occupied principally
by third party tenants. The Company plans to move certain of its
headquarters staff to One Southwest Crossing as these leases expire.

The following table lists the location, use and approximate size of the
Company's principal warehouse, distribution and manufacturing facilities
utilized in the Company's food distribution operations as of February 26,
1994:

-8-

Square Square
Footage Footage
Division or Location Use Owned Leased
- - - ----------------------------- --- --------- ---------

Andover, Massachusetts Distribution Center & Offices 454,000
Anniston, Alabama Distribution Center & Offices 497,000
Atlanta, Georgia Distribution Center & Offices 628,000
Atlanta, Georgia Bakery, Warehouse and Offices 111,000
Belle Vernon, Pennsylvania Distribution Center & Offices 131,000 501,000*
Billings, Montana Distribution Center & Offices 255,000 10,800
Bismarck, North Dakota Distribution Center & Offices 257,000
Buffalo Grove, Illinois Bakery, Warehouse and Offices 32,000
Champaign, Illinois Distribution Center & Offices 820,000 172,000
Charleston, South Carolina General Merchandise Warehouse
and Offices 113,000*
Chaska, Minnesota Private Label Manufacturing,
Warehouse and Offices 340,000
Columbus, Ohio Save-A-Lot Distribution Center
and Offices 150,000
Cranston, Rhode Island Distribution Center & Offices 227,000
Denver, Colorado Distribution Center & Offices 721,000 74,000
Des Moines, Iowa Distribution Center & Offices 663,000
Desloge, Missouri General Merchandise Warehouse
and Offices 105,000
Fargo, North Dakota Distribution Center & Offices 493,000
Ft. Wayne, Indiana Distribution Center & Offices 1,000,000
Great Falls, Montana Distribution Center & Offices 144,000
Green Bay, Wisconsin Distribution Center & Offices 430,000 475,000
Greenville, Kentucky Distribution Center & Offices 309,000
Hammond, Louisiana Distribution Center & Offices 257,000
Hagerstown, Maryland Save-A-Lot Distribution Center
and Offices 120,000*
Hazelwood, Missouri Distribution Center & Offices 769,000*
Hazelwood, Missouri Bakery, Warehouse and Offices 240,000
Hazleton, Pennsylvania Bakery, Warehouse and Offices 116,000
Jackson, Tennessee Save-A-Lot Distribution Center
and Offices 165,000
Indianola, Mississippi Distribution Center & Offices 695,000
Keene, New Hampshire Distribution Center & Offices 176,000*
Lexington, Kentucky Save-A-Lot Distribution Center
and Offices 179,000
Livonia, Michigan(1) Foodland Distributors, Distribution
Center 1,275,000
Los Angeles, California General Merchandise Warehouse
and Offices 227,000
Lower Nazareth Township, General Merchandise Warehouse
Pennsylvania (Easton) and Offices 230,000*

- - - --------------------
(1) Leased by Foodland Distributors in which the Company is a 50% partner.

-9-

Square Square
Footage Footage
Division or Location Use Owned Leased
- - - -------------------- --- --------- --------

McMinnville, Oregon Bakery, Warehouse and Offices 110,000
Milton, West Virginia Distribution Center & Offices 35,000 211,000
Minneapolis, Minnesota Distribution Center & Offices 1,345,000 263,000
New Stanton, Pennsylvania Distribution Center & Offices 787,000 140,000
Pleasant Prairie, Wisconsin Distribution Center & Offices 595,000
Portland, Maine Distribution Center & Offices 184,000*
Presque Isle, Maine Distribution Center & Offices 61,000
Providence, Rhode Island Distribution Center & Offices 463,000
Quincy, Florida Distribution Center & Offices 772,000
Reading, Pennsylvania Distribution Center & Offices 749,000
Rochester, New York Bakery, Warehouse and Offices 46,200
Scott City, Missouri Distribution Center & Offices 278,000*
Spokane, Washington Distribution Center & Offices 551,000
Tacoma, Washington Distribution Center & Offices 788,000 100,000
Vinita Park, Missouri Save-A-Lot Distribution Center
and Offices 156,000
Williamsport, Maryland Distribution Center & Offices 175,000
Xenia, Ohio Distribution Center & Offices 511,000 170,000

- - - --------------------
* The facilities are currently owned by Wetterau Properties Inc., a publicly
owned real estate investment trust. The Company has entered into an agreement
in principle to acquire all the assets of Wetterau Properties, Inc.,
including these facilities.

With the purchase of Sweet Life in March of 1994, the Company acquired a
650,000 square foot leased distribution facility in Suffield, Connecticut
and a 300,000 square foot facility under a short term lease in Northboro,
Massachusetts.

As part of its plan to consolidate facilities after the Wetterau
acquisition, the Company closed distribution facilities in Kansas City,
Kansas; Mexico, Missouri; Charleston, South Carolina and Butler,
Pennsylvania. The Company is also in the process of closing its
Bloomington, Indiana facility. As planned, the Company has closed the
former Wetterau administrative offices.

The Company also owns certain additional real estate consisting primarily
of shopping centers and retail store locations, which in the aggregate
are not material to its operations.

The Company owns, in addition to merchandise inventories, substantially
all of the trucks and trailers used in making deliveries in its food
operations.

Retail food stores operated by the Company generally have been leased,
usually for a term of 15-25 years plus renewal options. The Company is
increasingly developing and owning its own retail store sites. The
Company also leases properties for subletting to certain affiliated
retailers for periods generally not exceeding 20 years plus renewal
options.

Incorporated by reference hereto is the Note captioned "Leases" of Notes
to Consolidated Financial Statements on pages 28-29 of the Company's
Annual Report to Stockholders for fiscal year 1994 (Exhibit 13) for
information regarding lease commitments for facilities occupied by the
Company. Incorporated by reference hereto is the Note captioned "Long-
Term Debt"

-10-

of Notes to Consolidated Financial Statements on pages 27-28 of the
Company's Annual Report to Stockholders for fiscal year 1994 (Exhibit 13)
for information regarding properties held subject to mortgages.

Management of the Company believes the physical facilities and equipment
described above are adequate for the Company's present needs and
businesses.

ITEM 3. LEGAL PROCEEDINGS
- - - ------ -----------------

There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Registrant.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - - ------ ---------------------------------------------------

There was no matter submitted during the fourth quarter of fiscal year
1994 to a vote of the security holders of Registrant.

EXECUTIVE OFFICERS OF THE REGISTRANT
- - - ------------------------------------

The following table sets forth certain information concerning the executive
officers of the Company as of April 1, 1994.

YEAR ELECTED OTHER POSITIONS HELD
TO PRESENT WITH THE COMPANY
NAME AGE PRESENT POSITION POSITION 1989-1994
- - - ------------------------- --- ---------------------------- ------------ ---------------------------------

*Michael W. Wright 55 Director, Chairman of the 1981
Board, President and
Chief Executive Officer
Laurence L. Anderson 52 Executive Vice President, 1992 Senior Vice President
Regional President-Retail 1988-1992
Support Companies
Phillip A. Dabill 51 Executive Vice President, 1992 Senior Vice President,
Regional President-Retail 1988-1992
Support Companies
Jeffrey C. Girard 46 Executive Vice President, 1992 Senior Vice President, Chief
Chief Financial Officer Financial Officer, 1990-1992
Jeffrey Noddle 47 Executive Vice President, 1992 Senior Vice President, Marketing,
Marketing 1988-1992
David L. Boehnen 47 Senior Vice President, 1991
Law and External
Relations
Gordon W. Hippen 54 Senior Vice President, 1992 Vice President,
Operations Analysis Market Development, 1987-1992

-11-

George Z. Lopuch 44 Senior Vice President, 1992 Vice President, 1989-1992
Strategic Planning &
Research
Ronald C. Tortelli 48 Senior Vice President, 1988
Human Resources
David A. Cairns 48 Vice President, Treasurer 1988
James R. Campbell 53 Vice President, Market 1993 Senior Vice President,
Development Northeast Region, 1992-1993;
Minneapolis, Great Lakes and
former Green Bay Divisions
President, 1984-1992
George Chirtea 57 Vice President, 1993 Wetterau Senior Vice President,
Merchandising Marketing, and First Vice
President, Retail Operations,
1992-1993
Isaiah Harris 41 Vice President, Controller 1991 Director, Internal Control,
1987-1991
Gregory C. Heying 45 Vice President, Distribution 1988
John H. Hooley 42 Vice President, 1993 Cub Foods Division President,
SUPERVALU; Chief Operating Officer,
Cub Foods Division 1992-1993
President and Vice President, Merchandising,
Chief Executive Officer 1991-1992
Cub Foods Division Senior Vice
President, Marketing and
Merchandising, 1989-1991
Michael L. Mulligan 49 Vice President, Sales 1992 Vice President, Communications,
1985-1992
Jonathan M. Seltzer 44 Vice President, Industry 1991 Director, Corporate Planning,
& Government Relations 1989-1991
E. Wayne Shives 52 Vice President, Employee 1993 Vice President, Labor Relations,
Relations 1988-1993
H. S. (Skip) Smith III 47 Vice President, Information 1986
Services
Kristine K. Sundberg 45 Vice President, Investor 1993
Relations &
Communications

-12-

The term of office of each executive officer is from one annual meeting of
the directors until the next annual meeting of directors or until a
successor for each is elected. There are no arrangements or understandings
between any of the executive officers of the Registrant and any other
person (not an officer or director of the Registrant acting as such)
pursuant to which any of the executive officers were selected as an officer
of the Registrant. There are no immediate family relationships between or
among any of the executive officers of the Company.

Each of the executive officers of the Company has been in the employ of the
Company or its subsidiaries for more than five years, except for Jeffrey C.
Girard, David L. Boehnen, George Chirtea and Kristine K. Sundberg.

Mr. Girard is Executive Vice President and Chief Financial Officer; from
1983 to 1990 he held positions as Vice President, Senior Vice President,
Executive Vice President and Chief Financial Officer of Supermarkets
General Corporation (a supermarket company, not affiliated with the
Company); he joined the Company and was elected Senior Vice President and
Chief Financial Officer in 1990, and was elected to his present position in
1992.

Mr. Boehnen is Senior Vice President-Law and External Relations; from
January, 1990 to April, 1991, he was Vice President of Administration of
Supercomputer Systems, Incorporated; prior to that time he was with the
Dorsey & Whitney law firm for approximately 18 years, the last 12 as a
partner; he joined the Company and was elected to his present position in
April, 1991.

Mr. Chirtea is Vice President, Merchandising. Prior to the Company's
acquisition of Wetterau, Mr. Chirtea was Senior Vice President, Marketing,
Wetterau and Wetterau First Vice President, Retail Operations from 1984
through 1992.

Ms. Sundberg was elected Vice President - Investor Relations and
Communications in November, 1993; from November 1990 - November 1993, she
held positions as Director, Public Affairs and Communications and Director,
Communications, with Minnegasco (a public utility providing natural gas
services); prior to that time she was Director, Investor Relations with
Diversified Energies, Inc. (a holding company for diversified energy
services) from 1986 through October 1990.

-13-

PART II
-------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- - - ------ -----------------------------------------------------------------
MATTERS
-------

The information called for by Item 5 as to the principal market upon
which the Registrant's Common Stock is traded and as to the approximate
record number of stockholders of the Registrant is hereby incorporated by
reference to the Registrant's Annual Report to the Stockholders for
fiscal year 1994 (Exhibit 13) page 37.

The information called for by Item 5 as to the Registrant's quarterly
dividends and quarterly stock price ranges for the last two fiscal years
is hereby incorporated by reference to the paragraph captioned "Common
Stock Price" in the Financial Review Section of the Registrant's Annual
Report to the Stockholders for fiscal year 1994 (Exhibit 13) page 15.

The information called for by Item 5 as to restrictions on the payment of
dividends by the Registrant is hereby incorporated by reference to the
Note captioned "Long-Term Debt" of Notes to Consolidated Financial
Statements of the Registrant's Annual Report to the Stockholders for
fiscal year 1994 (Exhibit 13) pages 27-28.

ITEM 6. SELECTED FINANCIAL DATA
- - - ------ -----------------------

The information called for by Item 6 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1994
(Exhibit 13) pages 18-19.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- - - ------ -----------------------------------------------------------------------
OF OPERATIONS
-------------

The information called for by Item 7 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1994
(Exhibit 13) pages 14-17.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- - - ------ -------------------------------------------

The information called for by Item 8 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1994
(Exhibit 13) pages 20-34.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- - - ------ ---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None.

-14-

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- - - ------- --------------------------------------------------

The information called for by Item 10, as to (a) Directors of the
Registrant and (b) compliance with Section 16(a) of the Securities and
Exchange Act of 1934, is incorporated by reference to the Registrant's
definitive Proxy Statement dated May 23, 1994 filed with the Securities
and Exchange Commission pursuant to Regulation 14A in connection with
the Registrant's 1994 Annual Meeting of Stockholders at pages 4-6.
Certain information regarding executive officers is included in Part I
above.

ITEM 11. EXECUTIVE COMPENSATION
- - - ------- ----------------------

The information called for by Item 11 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 23, 1994 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1994 Annual Meeting of Stockholders
at pages 8-14.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- - - ------- --------------------------------------------------------------

The information called for by Item 12 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 23, 1994 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1994 Annual Meeting of Stockholders
at pages 2-3.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- - - ------- ----------------------------------------------

The information called for by Item 13 is incorporated by reference to
the Registrant's definitive Proxy Statement dated May 23, 1994 filed
with the Securities and Exchange Commission pursuant to Regulation 14A
in connection with the Registrant's 1994 Annual Meeting of Stockholders
at page 14.

PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- - - ------- ---------------------------------------------------------------

Form 10-K
---------

(a) 1. Financial Statements:

The following consolidated financial statements
of SUPERVALU INC. and Subsidiaries
are included in Part II, Item 8 (which
incorporates information by reference to the
Registrant's 1994 Annual Report to Stockholders
(Exhibit 13)):

-15-

Independent Auditors' Report
Consolidated balance sheets as of February 26, 1994 and February 27,
1993.
Consolidated statements of earnings for each
of the three years in the period ended
February 26, 1994
Consolidated statements of cash flows for each
of the three years in the period ended
February 26, 1994
Consolidated statements of stockholders' equity
for each of the three years in the period
ended February 26, 1994
Notes to consolidated financial statements

2. Consolidated Financial Statement Schedules Page on this Form 10-K
----------------------
for SUPERVALU INC. and Subsidiaries:

Selected Quarterly Financial Data - for the
two years ended February 26, 1994 - included
in Part II, Item 8 (which incorporates
information by reference to the Registrant's
1994 Annual Report to Stockholders
(Exhibit 13)).

Independent Auditors' report on schedules 22

Schedule I - Marketable Securities 23

Schedule V - Property, plant and equipment 24

Schedule VI - Reserve for depreciation and 25
amortization of property,
plant and equipment

Schedule VIII - Valuation and qualifying 26
accounts

Schedule IX - Short-term borrowings 27

All other schedules are omitted because they
are not applicable or not required.

3. Exhibits:

(3)(i) Articles of Incorporation. Restated Certificate of
Incorporation.

(3)(ii) Bylaws. Bylaws, as amended, is incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-3, Registration No. 33-52422.

(4) Instruments defining the rights of security holders,
including indentures:

a. Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, relating to
certain outstanding debt securities of the

-16-

Registrant, is incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3, Registration
No. 33-52422.

b. First Supplemental Indenture dated as of August 1, 1990
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, is incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3, Registration No. 33-52422.

c. Second Supplemental Indenture dated as of October 1, 1992
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, is incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-K Report
dated November 13, 1992.

d. Letter of Representations dated November 12, 1992 between the
Registrant, Bankers Trust Company, as Trustee, and The
Depository Trust Company relating to certain outstanding debt
securities of the Registrant, is incorporated by reference to
Exhibit 4.5 to the Registrant's Form 8-K Report dated November
13, 1992.

e. Four-year Revolving Credit Agreement dated as of October 26,
1992 among the Registrant, the Banks named therein, Citibank,
N.A., as Agent, Bankers Trust Company, Pittsburgh National
Bank and Nationsbank of North Carolina, N.A., as Co-Agents,
and First Bank National Association, as Lead Manager, is
incorporated by reference to Exhibit 4.16 to the Registrant's
Registration Statement on Form S-3, Registration No. 33-52422.

f. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent,
is incorporated by reference to Exhibit 1 to the Registrant's
Form 8-K Report dated April 19, 1989.

Pursuant to Instruction 4(iii) of Item 601(b) of Regulation S-K,
copies of certain instruments defining the rights of holders of
certain long-term debt of the Registrant and its subsidiaries are
not filed and, in lieu thereof, the Registrant agrees to furnish
copies thereof to the Securities and Exchange Commission upon
request.

(10) Material Contracts. The following exhibits are management
contracts, compensatory plans or arrangements required to be
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K:

a. SUPERVALU INC. 1993 Stock Plan.

b. SUPERVALU INC. 1973 Executive Employees Stock Option Plan, as
amended, is incorporated by reference to Exhibit (10)a. to
Registrant's Form 10-K Report for the year ended February 25,
1989.

c. SUPERVALU INC. 1976 Executive Employees Stock Option Plan, as
amended, is incorporated by reference to Exhibit (10)b. to
Registrant's Form 10-K Report for the year ended February 23,
1991.

-17-

d. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as
amended, is incorporated by reference to Exhibit (10)c. to
Registrant's Form 10-K Report for the year ended February 25,
1989.

e. Management Incentive Bonus Plan, as amended, is incorporated
by reference to Exhibit (10)d. to Registrant's Form 10-K for
the year ended February 29, 1992.

f. Directors Deferred Compensation Plan, as amended, is
incorporated by reference to Exhibit (10)e. to the
Registrant's Form 10-K Report for the year ended February 27,
1988.

g. SUPERVALU INC. 1983 Employees Stock Option Plan, as amended,
is incorporated by reference to Exhibit (10)f. to Registrant's
Form 10-K for the year ended February 29, 1992.

h. SUPERVALU INC. 1989 Stock Appreciation Rights Plan is
incorporated by reference to Exhibit (10)g. to Registrant's
Form 10-K Report for the year ended February 25, 1989.

i. SUPERVALU INC. ERISA Excess Plan Restatement is incorporated
by reference to Exhibit (10)h. to Registrant's Form 10-K
Report for the year ended February 24, 1990.

j. SUPERVALU INC. Deferred Compensation Plan is incorporated by
reference to Exhibit (10)i. to Registrant's Form 10-K Report
for the year ended February 23, 1991.

k. SUPERVALU INC. Executive Deferred Compensation Plan as amended
and Executive Deferred Compensation Plan II are incorporated
by reference to Exhibit (10)j. to Registrant's Form 10-K
Report for the year ended February 25, 1989.

l. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program, is
incorporated by reference to Exhibit (10)j. to Registrant's
Form 10-K Report for the year ended February 27, 1988.

m. Forms of Change of Control Severance Agreements entered into
with certain officers of the Registrant are incorporated by
reference to Exhibit (10)l. to Registrant's Form 10-K Report
for the year ended February 27, 1993.

n. SUPERVALU INC. Agreement and Plans Trust dated as of November
14, 1988 is incorporated by reference to Exhibit (10)n. to
Registrant's Form 10-K Report for the year ended February 25,
1989.

o. First Amendment (dated May 7, 1991) to SUPERVALU INC.
Agreement and Plans Trust dated as of November 14, 1988, is
incorporated by reference to Exhibit (10)o. to Registrant's
Form 10-K Report for the year ended February 23, 1991.

-18-

p. Employment Agreement dated July 24, 1992 with Ted C. Wetterau,
a former Director and executive officer of the Registrant, is
incorporated by reference to Exhibit 10.1 to Registrant's Form
8-K Report dated October 29, 1992.

q. SUPERVALU INC. Directors Retirement Program as amended.

r. Supplemental Executive Retirement Plan is incorporated by
reference to Exhibit (10)r. to Registrant's Form 10-K Report
for the year ended February 24, 1990.

s. SUPERVALU INC. Long-Term Incentive Plan is incorporated by
reference to Exhibit (10)s. to Registrant's Form 10-K Report
for the year ended February 29, 1992.

t. SUPERVALU INC. Bonus Plan for Designated Corporate Officers.

(12) Ratio of Earnings to Fixed Charges.

(13) Portions of 1994 Annual Report to Stockholders of Registrant.

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Auditors.

(24) Power of Attorney.

(b) Reports on Form 8-K:

No report on Form 8-K was filed during the fourth fiscal quarter of
fiscal year 1994 ended February 26, 1994.

-19-

SIGNATURES
----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

SUPERVALU INC.
(Registrant)

DATE: May 26, 1994 By:/s/Michael W. Wright
----------------------------------
Michael W. Wright
Chairman of the Board;
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
- - - --------- ----- ----

/s/Michael W. Wright Chairman of the Board; President; May 26, 1994
- - - ----------------------- Chief Executive Officer; and
Michael W. Wright Director (principal executive
officer)

/s/Jeffrey C. Girard Executive Vice President and May 26, 1994
- - - ----------------------- Chief Financial Officer (principal
Jeffrey C. Girard financial officer)

/s/Isaiah Harris Vice President and Controller May 26, 1994
- - - ----------------------- (principal accounting officer)
Isaiah Harris

/s/ Herman Cain* Director
- - - -----------------------
Herman Cain

/s/ Stephen I. D'Agostino* Director
- - - --------------------------
Stephen I. D'Agostino

/s/ Edwin C. Gage* Director
- - - --------------------------
Edwin C. Gage

/s/ Sumner H. Goldman* Director
- - - --------------------------
Sumner H. Goldman

-20-

/s/ Vernon H. Heath* Director
- - - ------------------------------
Vernon H. Heath

/s/ William A. Hodder* Director
- - - ------------------------------
William A. Hodder

/s/ Garnett L. Keith, Jr.* Director
- - - ------------------------------
Garnett L. Keith, Jr.

/s/ Richard D. McCormick* Director
- - - ------------------------------
Richard D. McCormick

/s/ Harriet Perlmutter* Director
- - - ------------------------------
Harriet Perlmutter

/s/ Carole F. St. Mark* Director
- - - ------------------------------
Carole F. St. Mark

/s/ Winston R. Wallin* Director
- - - ------------------------------
Winston R. Wallin

*Executed this 26 day of May, 1994, on behalf of the indicated Directors by
--
Michael W. Wright, duly appointed Attorney-in-Fact.

/s/Michael W. Wright
------------------------------------
Michael W. Wright
Attorney-in-Fact

-21-

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
SUPERVALU INC.
Eden Prairie, Minnesota

We have audited the consolidated financial statements of SUPERVALU INC. (the
Company) and subsidiaries as of February 26, 1994 and February 27, 1993 and for
each of the three years in the period ended February 26, 1994 and have issued
our report thereon dated April 7, 1994; such financial statements and report are
included in your 1994 Annual Report to Stockholders and are incorporated herein
by reference. Our audits also included the financial statement schedules of
SUPERVALU INC. and subsidiaries, listed in Item 14. These financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

/s/Deloitte & Touche

Minneapolis, Minnesota
April 7, 1994

-22-

SUPERVALU INC. and Subsidiaries

SCHEDULE I - Marketable Securities - other investments

Column A Column B Column C Column D Column E
- - - ------------------------------ --------------- --------------- --------------- ---------------
Market value of Amount at which
each issue each issue
Name of issuer and Number Cost of at balance carried in the
title of each issue of shares each issue sheet date balance sheet
- - - ------------------------------ --------------- --------------- --------------- ---------------

ShopKo Stores, Inc.-
Common Stock $.01 par value 14,731,667 $ 11.78 $ 11.63(A) $ 173,566,697

(A) This represents the closing price on February 25, 1994 of ShopKo Stores,
Inc. common shares traded on the New York Stock Exchange and is not
necessarily indicative of the amount realizable by the company in a sale of
a large number of shares.

- 23 -

SUPERVALU INC. and Subsidiaries

SCHEDULE V - Property, plant and equipment

Column A Column B Column C Column D Column E Column F
- - - ------------------------ --------------- ------------ ----------- ------------- --------------
Balance at Additions Other changes Balance at
Classification beginning of year at cost Retirements Add (Deduct) end of year
- - - ------------------------ ----------------- ------------ ----------- ------------- --------------

Year (52 weeks) ended
February 26, 1994
Land $ 162,451,000 3,735,000 984,000 6,872,000 172,074,000
Buildings:
Owned 732,515,000 18,898,000 14,228,000 32,016,000 769,201,000
Leased 183,236,000 8,113,000 8,424,000 (7,034,000)(E) 175,891,000
Property Under Construction 38,386,000 84,683,000 70,000 (49,049,000) 73,950,000
Leasehold Improvements 103,620,000 6,463,000 936,000 5,577,000 114,724,000
Equipment 840,922,000 117,710,000 73,164,000 4,584,000 890,052,000
-------------- ------------ ----------- ------------ --------------
$2,061,130,000 $239,602,000 $97,806,000 $ (7,034,000)(C,E) $2,195,892,000
============== ============ =========== ============ ==============
Year (52 weeks) ended
February 27, 1993
Land $ 89,492,000 13,836,000 2,159,000 61,282,000 (A,B,C) 162,451,000
Buildings:
Owned 536,274,000 (12,274,000) 13,436,000 221,951,000 (A,B,C) 732,515,000
Leased 146,371,000 12,230,000 12,560,000 37,195,000 (A) 183,236,000
Property Under Construction 36,080,000 55,048,000 57,000 (52,685,000)(C) 38,386,000
Leasehold Improvements 52,405,000 4,370,000 3,708,000 50,553,000 (A,C) 103,620,000
Equipment 610,405,000 91,518,000 46,899,000 185,898,000 (A,C) 840,922,000
-------------- ------------ ----------- ------------ --------------
$1,471,027,000 $164,728,000 $78,819,000 $504,194,000 $2,061,130,000
============== ============ =========== ============ ==============
Year (53 weeks) ended
February 29, 1992
Land $ 83,453,000 218,000 91,000 5,912,000 (C) 89,492,000
Buildings:
Owned 495,493,000 10,816,000 1,483,000 31,448,000 (C) 536,274,000
Leased 113,688,000 40,343,000 7,660,000 --- 146,371,000
Property Under Construction 17,551,000 62,887,000 2,052,000 (42,306,000)(C,D) 36,080,000
Leasehold Improvements 40,286,000 1,917,000 361,000 10,563,000 (C,D) 52,405,000
Equipment 558,293,000 71,975,000 31,657,000 11,794,000 (C,D) 610,405,000
-------------- ------------ ----------- ------------ --------------
$1,308,764,000 $188,156,000 $43,304,000 $ 17,411,000 $1,471,027,000
============== ============ =========== ============ ==============

(A) Includes assets acquired from Wetterau.

(B) This includes assets from the adoption of FASB 109.

(D) Includes assets acquired from Scott's Foods, Inc.

(E) Change in present value for certain assets acquired from Wetterau.

- 24 -

SUPERVALU INC. and Subsidiaries

SCHEDULE VI - Reserve for depreciation and amortization of property,
plant and equipment

Column A Column B Column C Column D Column E Column F
- - - --------------------- ------------ ------------ ----------- ------------- ------------
Balance at Additions Other changes Balance at
Classification beginning of year at cost Retirements Add (Deduct) end of year
- - - --------------------- ----------------- ------------ ----------- ------------- ------------

Year (52 weeks) ended
February 26, 1994
Buildings:
Owned $189,580,000 $ 44,294,000 $ 2,695,000 $(1,159,000) $230,020,000
Leased 29,154,000 13,608,000 1,531,000 (1,489,000) 39,742,000
Leasehold Improvements 20,633,000 11,787,000 750,000 223,000 31,893,000
Equipment 437,522,000 92,066,000 46,410,000 936,000 484,114,000
------------ ------------ ----------- ----------- ------------
$676,889,000 $161,755,000 $51,386,000 $(1,489,000)(C) $785,769,000
============ ============ =========== =========== ============
Year (52 weeks) ended
February 27, 1993
Buildings:
Owned 157,167,000 32,845,000 3,875,000 3,443,000 (A,B) 189,580,000
Leased 19,790,000 12,207,000 2,563,000 (280,000) 29,154,000
Leasehold Improvements 17,318,000 5,502,000 2,435,000 248,000 (A) 20,633,000
Equipment 397,566,000 75,612,000 36,680,000 1,024,000 (A) 437,522,000
------------ ------------ ----------- ----------- ------------
$591,841,000 $126,166,000 $45,553,000 $ 4,435,000 (A,B) $676,889,000
============ ============ =========== =========== ============
Year (53 weeks) ended
February 29, 1992
Buildings:
Owned 132,655,000 25,298,000 778,000 (8,000) 157,167,000
Leased 16,117,000 7,777,000 4,104,000 --- 19,790,000
Leasehold Improvements 14,529,000 2,919,000 138,000 8,000 17,318,000
Equipment 356,020,000 67,593,000 26,047,000 --- 397,566,000
------------ ------------ ----------- ----------- ------------
$519,321,000 $103,587,000 $31,067,000 $ 0 (B) $591,841,000
============ ============ =========== =========== ============

(A) This includes assets from the adoption of FASB 109.

(B) Miscellaneous transfers of assets between SUPERVALU divisions.

Cost of buildings, equipment and idle property are depreciated over the
estimated useful lives of the assets using a stright-line method. Useful lives
generally assigned are: buildings - 25 to 40 years; retail store equipment - 3
to 10 years. Costs of leasehold improvements are amortized individually over the
period of the lease or the estimated useful life of the asset, whichever is
shorter, using the straight-line method. Leased assets under capital leases are
amortized over the related lease term using the straight-line method.

- 25 -

SUPERVALU INC. and Subsidiaries

SCHEDULE VIII - Valuation and qualifying accounts

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- - - -------------------------------- ----------- ------------------------------ ---------- ----------
ADDITIONS
(1) (2)
Balance at Charged to Balance at
beginning costs and Charged to end
Description of year expenses other accounts Deductions of year
- - - -------------------------------- ----------- ---------- -------------- ---------- -----------

Allowance for doubtful accounts:
Year ended:
February 26, 1994 $38,593,000 7,165,000 0 (A) 11,938,000 (B) $33,820,000
February 27, 1993 11,636,000 7,867,000 27,020,000 (A) 7,930,000 (B) 38,593,000
February 29, 1992 16,605,000 6,675,000 12,000 (A) 11,656,000 (B) 11,636,000

(A) Beginning account balances of companies acquired.

(B) Balance consists of accounts determined to be uncollectible and charged
against reserves, net of collections on accounts previously charged off

- 26 -

SUPERVALU INC. AND SUBSIDIARIES

SCHEDULE IX - Short-Term Borrowings - (Thousands of dollars)

Column A Column B Column C Column D Column E Column F
- - - ------------------------- ----------- ---------------- -------------- -------------- ----------------
END OF YEAR FISCAL YEAR AVERAGES
------------------------------ Maximum amount ----------------------------------
Category of aggregate Weighted average outstanding Average amount Weighted average
short-term borrowings Balance interest rate during the year outstanding interest rate
- - - ------------------------- ----------- ---------------- --------------- -------------- ----------------
(A) (B) (C)

February 26, 1994
- - - -----------------
Notes Payable to Banks $ -0- 0.00% $38,000 $ 4,161 3.22%

Notes Payable to Factors
or Other Financial
Institutions 16,084 5.39 16,084 13,970 6.14

Payable to Holders of
Commercial Paper 6,998 3.38 234,363 127,783 3.25

February 27, 1993
- - - -----------------
Notes Payable to Banks -0- 0.00 178,001 7,706 3.31

Notes Payable to Factors
or Other Financial
Institutions 14,120 6.16 14,120 4,469 6.13

Payable to Holders of
Commercial Paper 237,376 3.27 952,683 137,024 3.52

February 29, 1992
- - - -----------------
Notes Payable to Banks -0- 0.00 30,000 108 6.12

Payable to Holders of
Commercial Paper 133,573 4.04 287,199 180,779 5.68

(A) The total maximum short-term borrowings outstanding during the year
including notes payable and commercial paper was $234,363 in FY94, $965,651
in FY93 and $287,199 in FY92.

(B) Average amount outstanding during the period is computed by dividing the
total of daily outstanding principal balances by 364 (371 in year ended
2/29/92).

(C) Weighted average interest rate for the year is computed by dividing the
actual short-term interest expense by the short-term debt outstanding.

- 27 -

EXHIBIT INDEX
SUPERVALU INC.
10-K REPORT

EXHIBIT NUMBER EXHIBIT
- - - -------------- -------

(3)(i) Restated Certificate of Incorporation.

*(3)(ii) Bylaws, as amended.

*(4)a. Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee, relating to certain
outstanding debt securities of the Registrant.

*(4)b. First Supplemental Indenture dated as of August 1, 1990
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee.

*(4)c. Second Supplemental Indenture dated as of October 1, 1992
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee.

*(4)d. Letter of Representations dated November 12, 1992 between the
Registrant, Bankers Trust Company, as Trustee, and The
Depository Trust Company relating to certain outstanding debt
securities of the Registrant.

*(4)e. Four-year Revolving Credit Agreement dated as of October 26,
1992 among the Registrant, the Banks named therein, Citibank,
N.A., as Agent, Bankers Trust Company, Pittsburgh National
Bank and Nationsbank of North Carolina, N.A., as Co-Agents,
and First Bank National Association, as Lead Manager.

*(4)f. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent.

(10)a. SUPERVALU INC. 1993 Stock Plan

*(10)b. SUPERVALU INC. 1973 Executive Employees Stock Option Plan, as
amended.

*(10)c. SUPERVALU INC. 1976 Executive Employees Stock Option Plan, as
amended.

*(10)d. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as
amended.

*(10)e. Management Incentive Bonus Plan, as amended.

*(10)f. Directors Deferred Compensation Plan, as amended.

*(10)g. SUPERVALU INC. 1983 Employees Stock Option Plan, as amended.

Page 1 of 2

-28-

EXHIBIT NUMBER EXHIBIT
- - - -------------- -------

*(10)h. SUPERVALU INC. 1989 Stock Appreciation Rights Plan.

*(10)i. SUPERVALU INC. ERISA Excess Plan Restatement.

*(10)j. SUPERVALU INC. Deferred Compensation Plan.

*(10)k. SUPERVALU INC. Executive Deferred Compensation Plan as amended
and Executive Deferred Compensation Plan II.

*(10)l. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program.

*(10)m. Forms of Change of Control Severance Agreements entered into
with certain officers of the Registrant.

*(10)n. SUPERVALU INC. Agreement and Plans Trust dated as of November
14, 1988.

*(10)o. First Amendment (dated May 7, 1991) to SUPERVALU INC.
Agreement and Plans Trust dated as of November 14, 1988.

*(10)p. Employment Agreement dated July 24, 1992 with Ted C. Wetterau,
a former Director and executive officer of the Registrant.

(10)q. SUPERVALU INC. Directors Retirement Program, as amended.

*(10)r. Supplemental Executive Retirement Plan

*(10)s. SUPERVALU INC. Long-Term Incentive Plan

(10)t. SUPERVALU INC. Bonus Plan for Designated Corporate Officers.

(12) Ratio of Earnings to Fixed Charges.

(13) Portions of 1994 Annual Report to Stockholders of Registrant.

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Auditors.

(24) Power of Attorney.

- - - --------------------
* Incorporated by Reference

Page 2 of 2

-29-