SUBSEQUENT EVENTS	9 Months Ended
Dec. 01, 2012
SUBSEQUENT EVENTS	NOTE 11 — SUBSEQUENT EVENTS On January 10, 2013, the Company, AB Acquisition LLC, a Delaware limited liability company (“AB Acquisition,” or the "Buyer"), and New Albertson’s, Inc., an Ohio corporation and a direct wholly owned subsidiary of SUPERVALU (“NAI”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) providing for the sale by SUPERVALU of its Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market banners and related Osco and Sav-on in-store pharmacies (collectively, the “NAI Banners”) to AB Acquisition, an affiliate of a Cerberus Capital management, L.P. ("Cerberus")-led consortium which also includes Kimco Realty, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, in a stock sale valued at $3,300. The sale will consist of the acquisition by AB Acquisition of the stock of NAI, which owns the NAI Banners, for $100 in cash, subject to certain adjustments (the “NAI Banner Sale”). NAI will be sold to AB Acquisition subject to approximately $3,200 in debt and capital lease obligations, which will be retained by NAI. The consummation of the Stock Purchase Agreement is subject to certain closing conditions including, among others, the receipt of regulatory approvals, accuracy of the representations and warranties of the parties (generally subject to a material adverse effect standard), the satisfaction or waiver of the conditions to the Tender Offer Agreement (as defined below), the satisfaction or waiver of the conditions to certain refinancing documents, receipt of an escrow agreement collateralizing certain obligations relating to certain notes of a subsidiary of NAI, and material compliance by the parties with their respective obligations under the Stock Purchase Agreement. The transaction is expected to close in the first calendar quarter of 2013. Following the closing of the NAI Banner Sale, SUPERVALU will consist of the Independent Business, which serves approximately 1,950 stores across the country; Save-A-Lot, the Company’s hard discount grocery chain with approximately 1,300 owned and licensed stores; and SUPERVALU’s 191 regional retail food stores under the Cub Foods, Farm Fresh, Shoppers, Shop ‘n Save and Hornbacher’s banners. Pursuant to the Stock Purchase agreement and subject to recorded amounts at closing, the Buyer will receive total current assets including, Cash and cash equivalents, Receivables net, Inventories and Other current assets estimated to be in the range of approximately $1,400 to $1,600, Property, plant and equipment, net, Intangible assets, net and Other assets estimated to be in the range of approximately $4,900 to $5,100, total current liabilities including Accounts payable, Accrued vacation, compensation and benefits, Current maturities of long-term debt and Capital lease obligations and Other current liabilities estimated to be in the range of approximately $1,500 to $1,600 and Long-term debt and capital lease obligations, Pension and other postretirement benefit obligations, Other long-term liabilities estimated in the range of approximately $3,600 to $3,700. In addition, Buyer will assume the underfunded status of New Albertson’s, Inc. related share of the multiemployer pension plans to which the Company contributes. The Buyer’s portion of the unfunded status is estimated to be approximately $1,200 before tax based on the Company’s estimated proportionate “share” of underfunding calculated as of February 25, 2012. The January 10, 2013, Stock Purchase announcement will require assets and liabilities of the disposal group as described above being classified as held-for-sale as of the Company’s fourth quarter of fiscal 2013. The Company will assess long-lived assets held-for-sale and recognize an impairment charge for any excess of the carrying value over the estimated fair value. Concurrently with the execution of the Stock Purchase Agreement, the Company entered into a Tender Offer Agreement, dated as of January 10, 2013 (the “Tender Offer Agreement”) with Symphony Investors, LLC, a newly formed acquisition entity owned by a Cerberus-led investor consortium (“Symphony Investors”), pursuant to which, upon the terms and subject to the conditions of the Tender Offer Agreement, Symphony Investors will commence, within ten business days of January 10, 2013, a tender offer for up to 30 percent of the issued and outstanding common stock of the Company at a purchase price of $4.00 per share in cash (the “Tender Offer”). In the event that Symphony Investors does not obtain at least 19.9 percent of the outstanding shares of SUPERVALU common stock pursuant to the Tender Offer, SUPERVALU will be obligated to issue additional shares of common stock to Symphony Investors (the “Issuance”) at the Tender Offer price such that after giving effect to the Tender Offer and the Issuance, Symphony Investors would own a number of shares representing at least 19.9 percent of SUPERVALU’s outstanding common stock prior to the Issuance. SUPERVALU also will have the option to require Symphony Investors to purchase additional shares of SUPERVALU common stock at the Tender Offer price (the “Optional Issuance”), subject to (i) an overall cap of approximately $250 on Symphony Investors's purchase of common stock pursuant to the Tender Offer, the Issuance and the Optional Issuance (collectively, the “Tender Offer Process”) and (ii) a total issuance of primary common shares of not more than 19.9 percent of the Company's outstanding shares prior to the issuance. The Tender Offer Agreement provides that until the second anniversary of the closing of the Tender Offer Process, transfers of shares acquired by Symphony Investors in the Tender Offer Process will be generally restricted, with more limited restrictions thereafter. Following that period, SUPERVALU has agreed to customary obligations to register such shares acquired with the Securities and Exchange Commission, if requested by Symphony Investors. The Tender Offer Agreement also provides for certain governance changes following the closing of the NAI Banner Sale and the Tender Offer Process (together the “Proposed Transactions”). Sam Duncan will be elected as President and Chief Executive Officer, replacing current Chairman, President and Chief Executive Officer, Wayne Sales. Five incumbent directors on the SUPERVALU Board of Directors, as identified by the Board, will resign from the Board and the size of the Board of Directors will initially be decreased to seven members from the current ten members. This seven member Board will consist of five current SUPERVALU directors and two Board members designated by Symphony Investors, including Robert Miller, current President and CEO of Albertson’s LLC, who will serve as non-executive Chairman of the Board. Following a search, the Board will be increased to a size of eleven directors with the four new directors to consist of (i) Sam Duncan, (ii) an additional director to be appointed by Symphony Investors and (iii) two additional independent Board members to be selected by the initial seven directors. Consummation of the transactions contemplated by the Tender Offer is subject to certain customary closing conditions, including, among others, the accuracy of the representations and warranties of the Company (generally subject to a material adverse effect standard), the satisfaction or waiver of conditions to the Stock Purchase Agreement and the consummation of the Banner Sale, and material compliance by the parties with their respective obligations under the Tender Offer Agreement. Pursuant to the Tender Offer Agreement, Symphony Investors, Cerberus and their affiliates and equity investors have agreed to certain “standstill” provisions that apply after the closing, certain of which will terminate upon the second anniversary of the closing of the Tender Offer Process (or earlier under certain circumstances) or on the seventh anniversary of closing. Pursuant to the Stock Purchase Agreement, SUPERVALU and Albertson’s LLC have agreed to enter into a Transition Services Agreement upon consummation of the Stock Purchase Agreement (the “Albertson's TSA”), pursuant to which SUPERVALU will provide to Albertson’s LLC, and Albertson’s LLC will provide to SUPERVALU, certain services following the closing of the NAI Banner Sale. In addition, SUPERVALU and NAI will enter into a Transition Services Agreement upon the consummation of the Stock Purchase Agreement (the “NAI TSA”), pursuant to which SUPERVALU will provide to NAI, and NAI will provide to SUPERVALU, certain services following the closing of the Banner Sale. SUPERVALU and AB Acquisition will also enter into a Cross-License Agreement upon consummation of the Stock Purchase Agreement (the “Cross-License Agreement”) pursuant to which SUPERVALU and AB Acquisition will license to the other party certain names and marks following the Banner Sale. Closing of the Transactions is expected to occur in the first calendar quarter of 2013. The Transactions are not subject to shareholder approval. The Company has undertaken not to solicit, initiate, or knowingly encourage any takeover proposal other than the Transactions; provided that the Company's Board of Directors may recommend a proposal that is superior to the Transactions and that was made after the Company's execution of the Stock Purchase Agreement and did not arise as a result of a breach of the Company's covenant of non-solicitation. The Stock Purchase Agreement and Tender Offer Agreement (the "Agreements") contain certain termination rights for both the Company, on the one hand, and AB Acquisition or Symphony Investors, as the case may be, on the other hand, applicable upon, among other events, (i) the Closing having not been completed on or prior to six months after the execution of the Agreements, or (ii) a material breach by the other party that causes a condition to closing not to be satisfied that is or cannot be cured within thirty days’ notice of such breach, subject to certain conditions. The Stock Purchase Agreement further provides that, upon termination of the Stock Purchase Agreement under specified circumstances, AB Acquisition would be required to pay the Company a termination fee of either $175 or $75. The Tender Offer Agreement further provides that, upon termination of the Tender Offer Agreement under specified circumstances, the Company would be required to pay Symphony Investors a termination fee of $50 or up to $25 in expense reimbursement. Cerberus has provided two limited guarantees to SUPERVALU guaranteeing certain payment obligations under the Agreements. Following the closing of the Banner Sale, AB Acquisition will own each of NAI and Albertson's LLC. Albertson's LLC (an affiliate of Cerberus, of which Cerberus holds a 30 percent equity stake) owns Albertsons stores in the South and Southwest. On January 10, 2013, SUPERVALU also announced that, in connection with the Transaction, the Company executed commitment letters (the “Commitment Letters”) with lenders for a new five-year $900 senior secured asset-based loan facility, (the "ABL Facility"), secured by certain of the Company’s inventory, credit card, pharmacy and wholesale receivables and certain other assets, and a new six-year $1,500 senior secured term loan credit facility, secured by substantially all of the Company’s real estate and equipment, substantially all of the Company’s intellectual property, and the equity interests in Moran Foods, LLC, the parent company of SUPERVALU’s Save-A-Lot banner. The proceeds of these financings will be used to replace the existing $1,650 asset-based revolving credit facility, the existing $846 term loan, and to call and refinance $490 of 7.5% bonds scheduled to mature in November 2014. The lead arrangers in respect of the ABL Facility are Wells Fargo Bank, National Association, U.S. Bank, National Association, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The arrangers in respect of the Term Loan Facility are Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC.

NOTE 11 — SUBSEQUENT EVENTS

On January 10, 2013, the Company, AB Acquisition LLC, a Delaware limited liability company (“AB Acquisition,” or the "Buyer"), and New Albertson’s, Inc., an Ohio corporation and a direct wholly owned subsidiary of SUPERVALU (“NAI”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) providing for the sale by SUPERVALU of its Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market banners and related Osco and Sav-on in-store pharmacies (collectively, the “NAI Banners”) to AB Acquisition, an affiliate of a Cerberus Capital management, L.P. ("Cerberus")-led consortium which also includes Kimco Realty, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, in a stock sale valued at $3,300. The sale will consist of the acquisition by AB Acquisition of the stock of NAI, which owns the NAI Banners, for $100 in cash, subject to certain adjustments (the “NAI Banner Sale”). NAI will be sold to AB Acquisition subject to approximately $3,200 in debt and capital lease obligations, which will be retained by NAI.

The consummation of the Stock Purchase Agreement is subject to certain closing conditions including, among others, the receipt of regulatory approvals, accuracy of the representations and warranties of the parties (generally subject to a material adverse effect standard), the satisfaction or waiver of the conditions to the Tender Offer Agreement (as defined below), the satisfaction or waiver of the conditions to certain refinancing documents, receipt of an escrow agreement collateralizing certain obligations relating to certain notes of a subsidiary of NAI, and material compliance by the parties with their respective obligations under the Stock Purchase Agreement. The transaction is expected to close in the first calendar quarter of 2013.

Following the closing of the NAI Banner Sale, SUPERVALU will consist of the Independent Business, which serves approximately 1,950 stores across the country; Save-A-Lot, the Company’s hard discount grocery chain with approximately 1,300 owned and licensed stores; and SUPERVALU’s 191 regional retail food stores under the Cub Foods, Farm Fresh, Shoppers, Shop ‘n Save and Hornbacher’s banners.

Pursuant to the Stock Purchase agreement and subject to recorded amounts at closing, the Buyer will receive total current assets including, Cash and cash equivalents, Receivables net, Inventories and Other current assets estimated to be in the range of approximately $1,400 to $1,600, Property, plant and equipment, net, Intangible assets, net and Other assets estimated to be in the range of approximately $4,900 to $5,100, total current liabilities including Accounts payable, Accrued vacation, compensation and benefits, Current maturities of long-term debt and Capital lease obligations and Other current liabilities estimated to be in the range of approximately $1,500 to $1,600 and Long-term debt and capital lease obligations, Pension and other postretirement benefit obligations, Other long-term liabilities estimated in the range of approximately $3,600 to $3,700. In addition, Buyer will assume the underfunded status of New Albertson’s, Inc. related share of the multiemployer pension plans to which the Company contributes. The Buyer’s portion of the unfunded status is estimated to be approximately $1,200 before tax based on the Company’s estimated proportionate “share” of underfunding calculated as of February 25, 2012. The January 10, 2013, Stock Purchase announcement will require assets and liabilities of the disposal group as described above being classified as held-for-sale as of the Company’s fourth quarter of fiscal 2013. The Company will assess long-lived assets held-for-sale and recognize an impairment charge for any excess of the carrying value over the estimated fair value.

Concurrently with the execution of the Stock Purchase Agreement, the Company entered into a Tender Offer Agreement, dated as of January 10, 2013 (the “Tender Offer Agreement”) with Symphony Investors, LLC, a newly formed acquisition entity owned by a Cerberus-led investor consortium (“Symphony Investors”), pursuant to which, upon the terms and subject to the conditions of the Tender Offer Agreement, Symphony Investors will commence, within ten business days of January 10, 2013, a tender offer for up to 30 percent of the issued and outstanding common stock of the Company at a purchase price of $4.00 per share in cash (the “Tender Offer”). In the event that Symphony Investors does not obtain at least 19.9 percent of the outstanding shares of SUPERVALU common stock pursuant to the Tender Offer, SUPERVALU will be obligated to issue additional shares of common stock to Symphony Investors (the “Issuance”) at the Tender Offer price such that after giving effect to the Tender Offer and the Issuance, Symphony Investors would own a number of shares representing at least 19.9 percent of SUPERVALU’s outstanding common stock prior to the Issuance. SUPERVALU also will have the option to require Symphony Investors to purchase additional shares of SUPERVALU common stock at the Tender Offer price (the “Optional Issuance”), subject to (i) an overall cap of approximately $250 on Symphony Investors's purchase of common stock pursuant to the Tender Offer, the Issuance and the Optional Issuance (collectively, the “Tender Offer Process”) and (ii) a total issuance of primary common shares of not more than 19.9 percent of the Company's outstanding shares prior to the issuance. The Tender Offer Agreement provides that until the second anniversary of the closing of the Tender Offer Process, transfers of shares acquired by Symphony Investors in the Tender Offer Process will be generally restricted, with more limited restrictions thereafter. Following that period, SUPERVALU has agreed to customary obligations to register such shares acquired with the Securities and Exchange Commission, if requested by Symphony Investors.

The Tender Offer Agreement also provides for certain governance changes following the closing of the NAI Banner Sale and the Tender Offer Process (together the “Proposed Transactions”). Sam Duncan will be elected as President and Chief Executive Officer, replacing current Chairman, President and Chief Executive Officer, Wayne Sales. Five incumbent directors on the SUPERVALU Board of Directors, as identified by the Board, will resign from the Board and the size of the Board of Directors will initially be decreased to seven members from the current ten members. This seven member Board will consist of five current SUPERVALU directors and two Board members designated by Symphony Investors, including Robert Miller, current President and CEO of Albertson’s LLC, who will serve as non-executive Chairman of the Board. Following a search, the Board will be increased to a size of eleven directors with the four new directors to consist of (i) Sam Duncan, (ii) an additional director to be appointed by Symphony Investors and (iii) two additional independent Board members to be selected by the initial seven directors.

Consummation of the transactions contemplated by the Tender Offer is subject to certain customary closing conditions, including, among others, the accuracy of the representations and warranties of the Company (generally subject to a material adverse effect standard), the satisfaction or waiver of conditions to the Stock Purchase Agreement and the consummation of the Banner Sale, and material compliance by the parties with their respective obligations under the Tender Offer Agreement.

Pursuant to the Tender Offer Agreement, Symphony Investors, Cerberus and their affiliates and equity investors have agreed to certain “standstill” provisions that apply after the closing, certain of which will terminate upon the second anniversary of the closing of the Tender Offer Process (or earlier under certain circumstances) or on the seventh anniversary of closing.

Pursuant to the Stock Purchase Agreement, SUPERVALU and Albertson’s LLC have agreed to enter into a Transition Services Agreement upon consummation of the Stock Purchase Agreement (the “Albertson's TSA”), pursuant to which SUPERVALU will provide to Albertson’s LLC, and Albertson’s LLC will provide to SUPERVALU, certain services following the closing of the NAI Banner Sale. In addition, SUPERVALU and NAI will enter into a Transition Services Agreement upon the consummation of the Stock Purchase Agreement (the “NAI TSA”), pursuant to which SUPERVALU will provide to NAI, and NAI will provide to SUPERVALU, certain services following the closing of the Banner Sale. SUPERVALU and AB Acquisition will also enter into a Cross-License Agreement upon consummation of the Stock Purchase Agreement (the “Cross-License Agreement”) pursuant to which SUPERVALU and AB Acquisition will license to the other party certain names and marks following the Banner Sale.

Closing of the Transactions is expected to occur in the first calendar quarter of 2013. The Transactions are not subject to shareholder approval. The Company has undertaken not to solicit, initiate, or knowingly encourage any takeover proposal other than the Transactions; provided that the Company's Board of Directors may recommend a proposal that is superior to the Transactions and that was made after the Company's execution of the Stock Purchase Agreement and did not arise as a result of a breach of the Company's covenant of non-solicitation.

The Stock Purchase Agreement and Tender Offer Agreement (the "Agreements") contain certain termination rights for both the Company, on the one hand, and AB Acquisition or Symphony Investors, as the case may be, on the other hand, applicable upon, among other events, (i) the Closing having not been completed on or prior to six months after the execution of the Agreements, or (ii) a material breach by the other party that causes a condition to closing not to be satisfied that is or cannot be cured within thirty days’ notice of such breach, subject to certain conditions. The Stock Purchase Agreement further provides that, upon termination of the Stock Purchase Agreement under specified circumstances, AB Acquisition would be required to pay the Company a termination fee of either $175 or $75. The Tender Offer Agreement further provides that, upon termination of the Tender Offer Agreement under specified circumstances, the Company would be required to pay Symphony Investors a termination fee of $50 or up to $25 in expense reimbursement.

Cerberus has provided two limited guarantees to SUPERVALU guaranteeing certain payment obligations under the Agreements.

Following the closing of the Banner Sale, AB Acquisition will own each of NAI and Albertson's LLC. Albertson's LLC (an affiliate of Cerberus, of which Cerberus holds a 30 percent equity stake) owns Albertsons stores in the South and Southwest.

On January 10, 2013, SUPERVALU also announced that, in connection with the Transaction, the Company executed commitment letters (the “Commitment Letters”) with lenders for a new five-year $900 senior secured asset-based loan facility, (the "ABL Facility"), secured by certain of the Company’s inventory, credit card, pharmacy and wholesale receivables and certain other assets, and a new six-year $1,500 senior secured term loan credit facility, secured by substantially all of the Company’s real estate and equipment, substantially all of the Company’s intellectual property, and the equity interests in Moran Foods, LLC, the parent company of SUPERVALU’s Save-A-Lot banner. The proceeds of these financings will be used to replace the existing $1,650 asset-based revolving credit facility, the existing $846 term loan, and to call and refinance $490 of 7.5% bonds scheduled to mature in November 2014. The lead arrangers in respect of the ABL Facility are Wells Fargo Bank, National Association, U.S. Bank, National Association, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The arrangers in respect of the Term Loan Facility are Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank PLC.