FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period (12 weeks) ended September 10, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ..................... to ........................
Commission file number 1-5418
SUPERVALU INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 41-0617000
................................................................................
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11840 Valley View Road, Eden Prairie, Minnesota 55344
................................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 828-4000
..............................
Former name, former address and former fiscal year, if changed since last
report:
N.A.
................................................................................
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
........... ...........
The number of shares outstanding of each of the issuer's classes of Common Stock
as of September 29, 1994 is as follows:
Title of Each Class Shares Outstanding
------------------- ------------------
Common Shares 71,489,485
PART I - FINANCIAL INFORMATION
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- --------------------------------------------------------------------------------
Item 1: Financial Statements
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CONSOLIDATED STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
- --------------------------------------------------------------------------------
(In thousands, except per share data)
Second Quarter (12 Weeks) Ended
-------------------------------
September 10, 1994 September 11, 1993
- ------------------------------------------------------------------------------------
NET SALES $ 3,773,725 $ 3,703,823
COSTS AND EXPENSES
Cost of sales 3,437,488 3,392,052
Selling and administrative expenses 255,301 227,148
Amortization of goodwill 3,464 2,715
Interest
Interest expense 29,658 28,054
Interest income 5,792 6,638
----------- -----------
Interest expense, net 23,866 21,416
----------- -----------
Total costs and expenses 3,720,119 3,643,331
----------- -----------
EARNINGS BEFORE EQUITY IN EARNINGS
OF SHOPKO AND INCOME TAXES 53,606 60,492
EQUITY IN EARNINGS OF SHOPKO 1,282 977
----------- -----------
EARNINGS BEFORE INCOME TAXES 54,888 61,469
PROVISION FOR INCOME TAXES
Current 18,888 26,878
Deferred 2,485 (1,733)
----------- -----------
Income taxes 21,373 25,145
----------- -----------
NET EARNINGS $ 33,515 $ 36,324
=========== ===========
NET EARNINGS PER COMMON SHARE $0.47 $0.51
Weighted average number of common
shares outstanding 71,471 71,818
Dividends declared per common share $0.235 $0.220
Supplemental information:
After-tax LIFO income (expense) $(3,121) $244
All data subject to year-end audit. See notes to consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
- --------------------------------------------------------------------------------
(In thousands, except per share data)
Year-to-Date (28 Weeks) Ended
-----------------------------
September 10, 1994 September 11, 1993
- --------------------------------------------------------------------------------------
NET SALES $ 8,764,840 $ 8,579,607
COSTS AND EXPENSES
Cost of sales 7,990,435 7,849,474
Selling and administrative expenses 577,253 534,291
Amortization of goodwill 7,689 6,335
Interest
Interest expense 67,955 66,426
Interest income 13,447 15,713
----------- -----------
Interest expense, net 54,508 50,713
----------- -----------
Total costs and expenses 8,629,885 8,440,813
----------- -----------
EARNINGS BEFORE EQUITY IN EARNINGS
OF SHOPKO AND INCOME TAXES 134,955 138,794
EQUITY IN EARNINGS OF SHOPKO 3,575 3,610
----------- -----------
EARNINGS BEFORE INCOME TAXES 138,530 142,404
PROVISION FOR INCOME TAXES
Current 45,996 56,428
Deferred 8,406 (1,432)
----------- -----------
Income taxes 54,402 54,996
----------- -----------
NET EARNINGS $ 84,128 $ 87,408
=========== ===========
TOTAL EARNINGS PER COMMON SHARE $1.18 $1.22
Weighted average number of common
shares outstanding 71,563 71,685
Dividends declared per common share $0.455 $0.415
Supplemental information:
After-tax LIFO income (expense) $(1,412) $2,935
All data subject to year-end audit. See notes to consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
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SUPERVALU INC. and Subsidiaries Second Quarter as of Fiscal Year End
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(In thousands) September 10, September 11, February 26,
ASSETS 1994 1993 1994
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CURRENT ASSETS
Cash and cash equivalents $ 5,391 $ 33,166 $ 2,846
Receivables, less allowance for losses of
$35,633 at September 10, 1994, $42,238 at
September 11, 1993 and $33,820 at February 26, 1994 403,348 364,333 352,151
Inventories 1,203,576 1,110,700 1,113,937
Other current assets 98,524 79,846 94,379
---------- ---------- ----------
TOTAL CURRENT ASSETS 1,710,839 1,588,045 1,563,313
LONG-TERM NOTES RECEIVABLE 69,613 91,540 66,568
LONG-TERM INVESTMENT IN DIRECT FINANCING LEASES 85,946 74,765 81,574
PROPERTY, PLANT AND EQUIPMENT
Land 188,418 153,128 172,241
Buildings 871,003 728,560 769,036
Property under construction 82,239 63,021 73,950
Leasehold improvements 124,076 107,057 114,724
Equipment 926,907 870,091 890,050
Assets under capital leases 200,907 174,189 175,891
---------- ---------- ----------
2,393,550 2,096,046 2,195,892
Less accumulated depreciation and amortization
Owned property, plant and equipment 776,268 697,902 746,027
Assets under capital leases 42,285 28,485 39,742
---------- ---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 1,574,997 1,369,659 1,410,123
INVESTMENT IN SHOPKO 173,901 165,628 173,567
GOODWILL 569,003 430,172 427,559
OTHER ASSETS 299,710 317,386 319,647
---------- ---------- ----------
TOTAL ASSETS $4,484,009 $4,037,195 $4,042,351
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Notes payable $ 214,358 $ 53,622 $ 23,082
Accounts payable 980,783 993,714 883,088
Current maturities of long-term debt 10,454 6,590 108,728
Current obligations under capital leases 18,838 19,083 19,222
Other current liabilities 179,176 193,204 190,305
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 1,403,609 1,266,213 1,224,425
LONG-TERM DEBT 1,198,902 1,111,577 1,030,378
LONG-TERM OBLIGATIONS UNDER CAPITAL LEASES 273,762 223,184 232,617
DEFERRED INCOME TAXES 97,516 78,578 99,734
OTHER LIABILITIES 212,511 158,817 179,739
COMMITMENTS AND CONTINGENCIES - - -
STOCKHOLDERS' EQUITY
Preferred stock 5,908 - 5,908
Common stock 75,335 75,335 75,335
Capital in excess of par value 13,314 12,788 12,966
Retained earnings 1,310,745 1,202,000 1,268,117
Treasury stock, at cost (107,593) (91,297) (86,868)
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,297,709 1,198,826 1,275,458
---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,484,009 $4,037,195 $4,042,351
========== ========== ==========
Quarterly data subject to year-end audit. See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
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SUPERVALU INC. and Subsidiaries
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(In thousands, except per share data)
Capital in
Preferred Common Excess of Treasury Retained
Stock Stock Par Value Stock Earnings Total
- -------------------------------------------------------------------------------------------------------------
BALANCES AT
FEBRUARY 27, 1993 $ - $75,335 $12,584 $ (97,473) $1,144,374 $1,134,820
Net earnings - - - - 185,253 185,253
Sales of common stock
under option plans - - 225 10,838 - 11,063
Cash dividends declared
on common stock -
$.855 per share - - - - (61,510) (61,510)
Issuance of preferred stock 5,908 - - - - 5,908
Compensation under employee
incentive plans - - 157 (233) - (76)
------ ------- ------- --------- ---------- ---------
BALANCES AT
FEBRUARY 26, 1994 5,908 75,335 12,966 (86,868) 1,268,117 1,275,458
Net earnings - - - - 84,128 84,128
Sales of common stock
under option plans - - 91 (671) - (580)
Cash dividends declared
on common stock -
$.455 per share - - - - (32,580) (32,580)
Compensation under employee
incentive plans - - 257 639 - 896
Purchase of 600 shares
for treasury - - - (20,693) - (20,693)
Other - - - - (8,920) (8,920)
------ ------- ------- --------- --------- ----------
BALANCES AT
SEPTEMBER 10, 1994 $5,908 $75,335 $13,314 $(107,593) $1,310,745 $1,297,709
====== ======= ======= ========= ========== ==========
Interim data subject to year-end audit. See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
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SUPERVALU INC. and Subsidiaries
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(In thousands) Year-to-date
(28 weeks ended)
-------------------------------
September 10, September 11,
1994 1993
- --------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net earnings $ 84,128 $ 87,408
Adjustments to reconcile net earnings to net cash
provided from (used in) operating activities:
Equity in earnings of ShopKo (3,575) (3,610)
Dividends received from ShopKo 3,241 3,243
Depreciation and amortization 109,160 100,748
Provision for losses on receivables 2,993 4,472
Gain on sale of property, plant and equipment (4,253) (2,243)
Deferred income taxes 4,735 (1,432)
Treasury shares contributed to employee incentive plans - 94
Change in assets and liabilities:
Receivables (27,275) (11,096)
Inventories (6,929) 23,359
Other current assets 2,986 (6,845)
Direct financing leases 4,920 4,450
Accounts payable 23,372 128,797
Other liabilities (30,133) (2,843)
- --------------------------------------------------------------------------------------------------
Net cash provided from operating activities 163,370 324,502
- --------------------------------------------------------------------------------------------------
Cash flows from investing activities
Additions to long-term notes receivable (11,410) (19,022)
Payments received on long-term notes receivable 8,365 10,016
Proceeds from sale of property, plant and equipment 18,445 4,831
Purchase of property, plant and equipment (119,243) (77,071)
Business acquisitions, net of cash acquired (111,083) -
Other investing activities (728) 17,366
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Net cash provided by investing activities (215,654) (63,880)
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Cash flows from financing activities
Net issuance (reduction) of short-term notes payable 187,720 (197,874)
Proceeds from issuance of long-term debt 150,000 3,000
Repayment of long-term debt (220,334) (3,368)
Reduction of obligations under capital leases (9,518) (8,783)
Proceeds (payments) from the sale or purchase of common
stock under option plans (676) 5,750
Dividends paid (31,670) (27,954)
Payment for purchase of treasury stock (20,693) -
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Net cash provided by (used in) financing activities 54,829 (229,229)
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Net increase in cash and cash equivalents 2,545 31,393
Cash and cash equivalents at beginning of year 2,846 1,773
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Cash and cash equivalents at end of second quarter $ 5,391 $ 33,166
==================================================================================================
All data subject to year-end audit. See notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
- -------------------
The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1994 annual
report of SUPERVALU INC. ("SUPERVALU" or the "company").
Statement of Registrant
- -----------------------
The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the consolidated
financial position of the company and its subsidiaries at September 10, 1994 and
September 11, 1993 and the results of the company's operations and cash flows
for the periods then ended. These interim results are not necessarily
indicative of the results of the fiscal years as a whole.
A limited review of this data has been performed by the company's independent
certified public accountants, Deloitte & Touche LLP. A copy of their report is
attached as an exhibit to this report.
7
Item 2: Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Results of Operations
- ---------------------
The following table sets forth items from the company's Consolidated Statements
of Earnings as percentages of net sales:
Second Quarter Year-to-Date
(12 weeks) Ended (28 weeks) Ended
----------------- -----------------
Fiscal Fiscal Fiscal Fiscal
1995 1994 1995 1994
----------------- -----------------
Net sales 100.00% 100.00% 100.00% 100.00%
Cost of sales (91.09) (91.58) (91.16) (91.49)
Selling and administrative (6.86) (6.21) (6.67) (6.30)
Interest expense (.79) (.76) (.78) (.77)
Interest income .16 .18 .15 .18
------ ------ ------ ------
Earnings before equity in earnings
of ShopKo and income taxes 1.42 1.63 1.54 1.62
Equity in earnings of ShopKo .03 .03 .04 .04
Provision for income taxes (.56) (.68) (.62) (.64)
------ ------ ------ ------
Net earnings .89% .98% .96% 1.02%
====== ====== ====== ======
NET SALES:
Net sales increased 1.9% and 2.2% over last year for the second quarter and
year-to-date periods, respectively. The increase was achieved despite year-to-
date deflation as measured by the company of .8% compared with inflation of .2%
for the same period last year.
Food distribution net sales increased 2.8% and 2.3% over last year for the
quarter and year-to-date. Sales were favorably impacted by the acquisition of
Sweet Life Foods in March of 1994 and Texas T Stores in May of 1994. However,
the added sales contributions from acquisitions were partially offset by lost
sales due to wholesale consolidation and competitive market conditions at the
retail level. While recent acquisitions will favorably impact the company's
sales in the future, continuing consolidation activity in several locations will
continue to affect sales comparisons until the projects are completed and the
impact cycled.
Retail food net sales increased 9.2% and 7.9% over last year second quarter and
year-to-date periods, respectively. The increase is primarily due to new store
openings and the acquisition of the Texas T stores late in the first quarter.
Same-store corporate retail sales for the second quarter declined 1% while year-
to-date same-store sales were even with last year.
8
Net Sales by Segment
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(In thousands)
Second Quarter (12 weeks)
-------------------------------------------------------
September 10, 1994 September 11, 1993
------------------------ ------------------------
Net Sales % of total Net Sales % of total
----------- ---------- ----------- ----------
Food distribution $ 3,400,992 90.1% $ 3,309,136 89.3%
Retail food 904,063 24.0% 827,747 22.3%
Sales Eliminations (531,330) (14.1%) (433,060) (11.6%)
----------- ----- ----------- -----
$ 3,773,725 100.0% $ 3,703,823 100.0%
=========== ===== =========== =====
Year-to-date (28 weeks)
-------------------------------------------------------
September 10, 1994 September 11, 1993
------------------------ ------------------------
Net Sales % of total Net Sales % of total
----------- ---------- ----------- ----------
Food distribution $ 7,934,901 90.5% $ 7,755,790 90.4%
Retail food 2,035,174 23.2% 1,885,690 22.0%
Sales Eliminations (1,205,235) (13.7%) (1,061,873) (12.4%)
----------- ----- ----------- -----
$ 8,764,840 100.0% $ 8,579,607 100.0%
=========== ===== =========== =====
GROSS PROFIT:
Gross profit as a percentage of net sales, increased to 8.9% and 8.8% for the
second quarter and year-to-date periods, respectively, compared with 8.4% and
8.5% for last year. The increases were due primarily to the growing proportion
of the higher margined retail food business within the company's total sales
mix. Food distribution gross margin was affected by a LIFO expense in the
quarter and year-to-date compared with a LIFO credit in the same periods last
year, and a reduction in off invoice allowances offered by certain vendors. The
effect of the off invoice allowances was offset by increases in other components
of gross profit. Retail food gross margins were up year-to-date due to strong
results previously reported in the company's first quarter. However competitive
pressures in certain regions, principally Indiana, drove retail margins down
slightly in the second quarter.
SELLING AND ADMINISTRATIVE EXPENSES:
Selling and administrative expenses as a percentage of net sales were 6.9% and
6.7% for the second quarter and year-to-date, respectively, compared with 6.2%
and 6.3% for the same periods last year. The higher percentages were primarily
due to a growing proportion of the company's retail food segment which operates
at a higher selling and administrative expense percentage than the food
distribution segment. Also affecting the second quarter and year-to-date
selling and administrative expenses were the acquisition of Sweet Life,
wholesale consolidation activity in several markets, and the SUPERVALU Advantage
project ("SUPERVALU Advantage").
SUPERVALU Advantage is a project aimed at fundamentally changing the company's
business operations by investing in new technology, logistics methods and
business practices. Expenses totaling $2.9 million and $6.7 million have been
incurred in the quarter and year-to-date, primarily studying the fundamentals of
our business and the industry. It is expected that spending on this project
should approximate $9.0 million for the remainder of the year. Upon
implementation, it is expected that SUPERVALU
9
Advantage should provide benefits to the company, its customers and its
suppliers. The company anticipates a modest increase in expenses related to the
initiative next year, however, a net earnings contribution is anticipated in
fiscal 1997.
OPERATING EARNINGS:
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings of ShopKo Stores, Inc. ("ShopKo"), and taxes)
decreased 3.5% to $85.4 million in the second quarter and increased 1.0% to
$206.5 million year-to-date. Food distribution operating earnings decreased
3.4% to $78.8 million and 3.5% to $183.3 million for the second quarter and
year-to-date, respectively. The food distribution operating earnings trend was
affected by wholesale consolidation expenses, a LIFO charge and integration
costs of recent acquisitions. Retail food operating earnings decreased 5.1% to
$6.6 million for the second quarter and increased 59.8% to $23.1 million year-
to-date. Retail food operating earnings were affected primarily by costs
associated with the acquisition of the Texas T stores and converting them to the
Save-A-Lot format. Reduced gross margins resulting from competitive pressures
also affected operating earnings for the second quarter. The year-to-date
increase is due to strong gross profit margins from the first quarter.
The company expects spending on SUPERVALU Advantage, wholesale consolidation
activities and acquisition integration efforts to impact its ability to show
significant growth in operating earnings short-term.
INTEREST INCOME AND EXPENSE:
Interest income decreased to $5.8 and $13.4 million for the second quarter and
year-to-date, respectively, compared with $6.6 and $15.7 million for the same
periods last year. The decrease in interest income is due to the reduction in
notes receivable as a result of the sale of notes in the ordinary course of
business. Interest expense increased to $29.7 and $68.0 million for the second
quarter and year-to-date, respectively, compared with $28.1 and $66.4 million
for the same periods last year due primarily to the issuance of $150 million in
debt securities in July of 1994.
EQUITY IN EARNINGS OF SHOPKO:
Equity in earnings of ShopKo increased slightly in the second quarter and was
flat year-to-date compared with last year. As reported by ShopKo, sales
increased 7.3% for the second quarter and net earnings increased 29% compared
with last year. For the quarter, net earnings were aided by an increase in
income from prescription management services and a small decrease in selling and
administrative resulting from tight expense control.
PROVISION FOR INCOME TAXES:
The effective tax rate decreased 2% in the second quarter compared with last
year. This decrease was due to an adjustment made in the second quarter of last
year to record the impact of the Omnibus Budget Reconciliation Act of 1993 which
included a retroactive adjustment to January 1, 1993. For the remainder of the
year, it is expected that the effective tax rate will be slightly lower compared
with the same periods
10
last year.
The company is currently under review by the Internal Revenue Service ("IRS")
for tax years ending in 1991, 1992 and 1993. The IRS review period includes the
transaction and related tax expense recorded in connection with the partial
disposition of ShopKo in October, 1991. Income taxes were provided for this
disposition at the transaction date, although the company maintained that the
transaction resulted in no tax for income tax purposes. Based on preliminary
discussions, a favorable outcome from the IRS review of the issues related to
the ShopKo disposition is reasonably possible and, if received, would be
reflected in the consolidated statement of earnings.
LIQUIDITY AND CAPITAL RESOURCES
Internally-generated funds, principally from the company's food distribution
operations, continue to be the major source of capital for liquidity and capital
growth. Cash provided from operations year-to-date was $163.4 million compared
with $324.5 million last year. The change in cash provided from operations was
primarily affected by accounts payable trends. Last year the $324.5 million
cash provided was impacted by the centralization of Wetterau accounts payable
resulting in better cash management and a $128.8 million increase in accounts
payable. Since the centralization of accounts payable, the payable trend has
only been affected by inventory levels. Cash provided from operations and the
issuance of short-term and long-term debt of $337.7 million was used to repay
long-term debt and finance capital expenditures and acquisitions. The company
repaid $117.5 million of long-term debt assumed as part of the acquisitions in
the first and second quarter, which included Sweet Life Foods, Hyper Shoppes,
Inc., Texas T Stores, Wetterau Properties Inc. and Delice de France.
The company will continue to use short-term and long-term debt as a supplement
to internally-generated funds to finance its activities. The company issued
$150 million in debt securities in the second quarter. The proceeds were used
to refund $100 million of notes due August 15, 1994; to repay $32 million of
certain mortgage indebtedness assumed by the company in connection with the
acquisition of Wetterau Properties; and the remaining proceeds were used to
repay short-term borrowings. The company intends to register a $400 million
shelf offering of debt securities which could be used to refinance existing
debt. Management does not anticipate the need for any additional long-term
external financing except for leases or if significant acquisitions are
completed. The company has $400 million of short-term credit available.
It is the company's intent to invest about $175 million into SUPERVALU Advantage
with the majority of the expenditures occurring in fiscal 1996. The monies will
be used to fund regional facilities, technology and various mechanization
systems. The company expects that the investment in SUPERVALU Advantage will be
recovered by the reduction in inventory levels.
The company's long-term debt ratings are considered strong with an A rating from
Standard and Poor's and an A3 rating from Moody's. These strong ratings, the
available credit facilities and the internally generated funds provide the
company with the financial flexibility to meet its anticipated liquidity needs.
11
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K.
------ --------------------------------
(a) Exhibits filed with this Form 10-Q:
10(e) SUPERVALU Executive Incentive Bonus Plan (superceding
Management Incentive Bonus Plan formerly filed as Exhibit
10(e) with Registrant's Form 10-K for the fiscal year
ended February 26, 1994).
(15) Letters from Deloitte & Touche regarding unaudited
interim financial information.
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
(i) On July 14, 1994, the Registrant filed a Form 8-K Report:
(aa) reporting under "Item 5 - Other Events" that on June 29,
1994 the Registrant issued a news release with respect to its
results of operations for its first quarter ended June 18,
1994; and (bb) submitting under "Item 7 - Financial
Statements and Exhibits" a copy of the news release.
(ii) On July 20, 1994, the Registrant filed a Form 8-K Report:
(aa) reporting under "Item 5 - Other Events" that on July 14,
1994, the Registrant agreed to sell $150 million principal
amount of its 7.25% Notes due July 15, 1999 (the "Notes")
pursuant to the Underwriting Agreement dated October 30,
1992, executed by the Registrant, as modified and
incorporated by reference into the Pricing Agreement dated
July 14, 1994 among the Registrant and Goldman, Sachs & Co.,
C S First Boston Corporation and Piper Jaffray Inc. (the
"Pricing Agreement"); (bb) reporting that the Notes are the
subject of a registration statement on Form S-3 (File Number
33-52422) filed by the Registrant with the Securities and
Exchange Commission; (cc) submitting under "Item 7 -
Financial Statements and Exhibits" a copy of the Pricing
Agreement; and (dd) submitting under "Item 7 -Financial
Statements and Exhibits" a copy of the Officer's Certificate
and Authentication Order dated July 21, 1994, relating to the
Notes.
-12-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERVALU INC. (Registrant)
By:/s/Jeffrey Girard
----------------------------------
Jeffrey Girard
Date: October 25, 1994 Executive Vice President-
Chief Financial Officer
(Principal Financial Officer
and duly authorized
officer of Registrant)
-13-