<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended February 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission file number: 1-5418
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
SUPERVALU INC.
11840 VALLEY VIEW ROAD
EDEN PRAIRIE, MINNESOTA 55344
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of SUPERVALU Pre-Tax Savings and Profit
Sharing Plan are included herein:
1. Independent Auditors' Report of KPMG Peat Marwick LLP dated August 21,
1998.
2. Independent Auditors' Report of Deloitte & Touche LLP dated August 1, 1997.
3. Statement of Net Assets Available for Benefits February 28, 1998 and
February 22, 1997.
4. Statement of Changes in Net Assets Available for Benefits Year Ended
February 28, 1998.
5. Notes to Financial Statements Years Ended February 28, 1998 and February
22, 1997.
6. Independent Auditors' Consent of KPMG Peat Marwick LLP.
7. Independent Auditors' Consent of Deloitte & Touche LLP.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator of the SUPERVALU Pre-Tax Savings and Profit Sharing Plan has
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
DATE: August 27, 1998 By: SUPERVALU INC., the plan administrator
By: /s/ Pamela Knous
---------------------------
Pamela K. Knous
Executive Vice President and
Chief Financial Officer
3
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND
PROFIT SHARING PLAN
Financial Statements
February 28, 1998 and February 22, 1997
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page(s)
Independent Auditors' Reports........................................... 1-2
Financial Statements:
Statement of Net Assets Available for Plan Benefits,
February 28, 1998................................................... 3
Statement of Net Assets Available for Plan Benefits,
February 22, 1997................................................... 4
Statement of Changes in Net Assets Available for Plan Benefits
Year ending February 28, 1998....................................... 5
Notes to Financial Statements........................................... 6-10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota:
We were engaged to audit the accompanying statement of net assets available for
plan benefits of the SUPERVALU Pre-tax Savings and Profit Sharing Plan (the
Plan) as of February 28, 1998, and the statement of changes in net assets
available for plan benefits for the fiscal year ended February 28, 1998. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The statement of net assets available for plan benefits as of
February 22, 1997, was audited by other auditors whose report dated August 1,
1997, expressed an unqualified opinion on that statement.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of February 28, 1998, and the changes in net assets available for plan benefits
for the year ended February 28, 1998, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statement of
net assets available for plan benefits as of February 28, 1998, and the
statement of changes in net assets available for plan benefits for the fiscal
year February 28, 1998, is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for each fund. The fund information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
August 21, 1998
1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
SUPERVALU INC.
Eden Prairie, Minnesota
We have audited the accompanying statement of net assets available for benefits
of SUPERVALU Pretax Savings and Profit Sharing Plan (the Plan) as of February
22, 1997. This financial statement is the responsibility of the Plan's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
February 22, 1997, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statement taken as a whole. The fund information in the statement of
net assets available for benefits of the plan is presented for purposes of
additional analysis rather than to present the net assets available for benefits
of the plan for each fund. The fund information has been subjected to the
auditing procedures applied in the audit of the basic financial statement and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statement taken as a whole.
/s/ Deloitte & Touche LLP
August 1, 1997
2
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Statement of Net Assets Available for Plan Benefits
February 28, 1998
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
BRINSON
SUPERVALU EQUITY GLOBAL WEDGE SUPERVALU
INC. INDEX EQUITY SMALL CAP COMMON STOCK LOAN
FIXED FUND FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments in
SUPERVALU
401(k) Master
Trust, at fair
value $103,331,825 154,275,602 14,719,519 33,741,598 14,497,609 10,191,058
Contributions
receivable
from employees -- -- -- -- -- --
Contributions
receivable
from employer -- -- -- -- -- --
Net interfund transfers 95,091 (109,687) (21,170) (60,996) 53,469 34,325
Expenses payable (23,927) (25,620) (2,738) -- (2,044) --
- ---------------------------------------------------------------------------------------------------------
Net assets available
for plan benefits $103,402,989 154,140,295 14,695,611 33,680,602 14,549,034 10,225,383
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------
NON-PARTICIPANT DIRECTED
---------------------------
SHORT-TERM
INVESTMENT CONTRIBUTION
FUND RECEIVABLE TOTAL
- -------------------------------------------------------------------
Assets:
Investments in
SUPERVALU
401(k) Master
Trust, at fair
value 23,047 -- 330,780,258
Contributions
receivable
from employees -- 511,051 511,051
Contributions
receivable
from employer -- 6,329,486 6,329,486
Net interfund transfers 8,968 -- -
Expenses payable -- -- (54,329)
- -------------------------------------------------------------------
Net assets available
for plan benefits 32,015 6,840,537 337,566,466
- -------------------------------------------------------------------
See accompanying notes to financial statements.
3
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Statement of Net Assets Available for Plan Benefits
February 22, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED NON-PARTICIPANT DIRECTED
-------------------------------------------------------------- -------------------------------------
BRINSON
SUPERVALU EQUITY GLOBAL WEDGE SUPERVALU SHORT-TERM
INC. INDEX EQUITY SMALL CAP COMMON STOCK LOAN INVESTMENT CONTRIBUTION
FIXED FUND FUND FUND FUND FUND FUND FUND RECEIVABLE TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments in
SUPERVALU
401(k) Master
Trust, at fair
value $101,522,968 104,639,424 12,954,725 18,916,286 490,989 7,599,890 1,093,433 -- 247,217,715
Contributions
receivable
from employees -- -- -- -- -- -- -- 729,044 729,044
Contributions
receivable
from employer -- -- -- -- -- -- -- 6,719,536 6,719,536
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available
for plan benefits $101,522,968 104,639,424 12,954,725 18,916,286 490,989 7,599,890 1,093,433 7,448,580 254,666,295
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended February 28, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PARTICIPANT DIRECTED
----------------------------------------------------------------------
BRINSON
SUPERVALU EQUITY GLOBAL WEDGE SUPERVALU
INC. INDEX EQUITY SMALL CAP COMMON STOCK LOAN
FIXED FUND FUND FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ -- -- 1,389,636 449,104 280,932 838,751
Net appreciation in
fair market value
of investments 6,577,672 38,787,749 521,472 6,864,228 4,154,053 --
- -------------------------------------------------------------------------------------------------
6,577,672 38,787,749 1,911,108 7,313,332 4,434,985 838,751
- -------------------------------------------------------------------------------------------------
Contributions:
Employer's 1,287,505 1,300,190 220,134 395,667 38,739 --
Participants' 9,238,029 10,595,983 1,861,372 3,491,062 292,805 --
- -------------------------------------------------------------------------------------------------
10,525,534 11,896,173 2,081,506 3,886,729 331,544 --
- -------------------------------------------------------------------------------------------------
Total additions 17,103,206 50,683,922 3,992,614 11,200,061 4,766,529 838,751
Deductions:
Distributions to
participants (10,697,800) (8,099,824) (798,984)(1,391,006) (461,934) (576,127)
Administrative expenses (591,251) (587,779) (60,222) (168,388) (49,032) --
- -------------------------------------------------------------------------------------------------
Total deductions (11,289,051) (8,687,603) (859,206)(1,559,394) (510,966) (576,127)
Transfers between funds (7,889,138) 539,468 (1,392,522) 5,123,649 9,802,482 2,362,869
Transfers from other plans 3,955,004 6,965,084 -- -- -- --
- -------------------------------------------------------------------------------------------------
Net increase (decrease) 1,880,021 49,500,871 1,740,886 14,764,316 14,058,045 2,625,493
Net assets available for
plan benefits:
Beginning of year 101,522,968 104,639,424 12,954,725 18,916,286 490,989 7,599,890
- -------------------------------------------------------------------------------------------------
End of year $103,402,989 154,140,295 14,695,611 33,680,602 14,549,034 10,225,383
- -------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------------------------------------------------
NON-PARTICIPANT
DIRECTED
--------------------------
SHORT TERM
INVESTMENT CONTRIBUTION
ACCOUNT RECEIVABLE TOTAL
- ----------------------------------------------------------------
Additions:
Investment income:
Interest and dividends 36,810 -- 2,995,233
Net appreciation in
fair market value
of investments -- -- 56,905,174
- ----------------------------------------------------------------
36,810 -- 59,900,407
- --------------------------------------------------------------
Contributions:
Employer's -- 6,329,486 9,571,721
Participants' -- 511,051 25,990,302
- --------------------------------------------------------------
-- 6,840,537 28,721,486
- --------------------------------------------------------------
Total additions 36,810 6,840,537 88,621,893
Deductions:
Distributions to
participants -- -- (22,025,675)
Administrative expenses -- -- (1,456,672)
- ----------------------------------------------------------------
Total deductions -- -- (23,482,347)
Transfers between funds (1,098,228) (7,448,580) --
Transfers from other plans -- -- 10,920,088
- ----------------------------------------------------------------
Net increase (decrease) (1,061,418) (608,043) 82,900,171
Net assets available for
plan benefits:
Beginning of year 1,093,433 7,448,580 254,666,295
- ----------------------------------------------------------------
End of year 32,015 6,840,537 337,566,466
- ----------------------------------------------------------------
See accompanying notes to financial statements.
5
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
February 28, 1998 and February 22, 1997
- --------------------------------------------------------------------------------
(1) THE PLAN
The Plan is a defined contribution profit sharing plan and is subject to
the provisions of Title I of the Employee Retirement Income Security Act of
1974 (ERISA).
The Plan was established for employees of SUPERVALU INC. and certain
subsidiaries (SUPERVALU). All nonunion employees, unless such union
agreement specifically provides for their inclusion in the Plan, age 21 or
older who have completed one year of service with SUPERVALU with at least
1,000 hours in each year may participate. Eligible employees can enroll in
the Plan on the next enrollment date.
The Plan allows for employee contributions under Section 401(k) of the
Internal Revenue Code, under which participants may contribute from 2% to
15% of their recognized compensation to the Plan. Participant contributions
up to 5% of their recognized compensation are matched at a rate of 20% by
SUPERVALU. An additional discretionary matching contribution of up to 5% of
a participant's contribution may be made by SUPERVALU, depending upon the
performance of each profit center. To receive this additional matching, the
participant must have worked 1,000 hours during the plan year and be
employed on the last day of the plan year, except in the case of death,
disability, or retirement after the age 62 during the plan year.
All amounts contributed by employees are 100% vested at all times. Employer
contributions are vested 20% after two years, 40% after three years, 60%
after four years, and 100% at five years. Forfeitures of nonvested amounts
shall be used to pay Plan expenses or restore forfeited accounts of rehired
participants. Any remaining amounts are used to reduce the employer
contributions. Participant and employer matching contributions may be
directed into one or more of the four funds within the SUPERVALU INC.
401(k) Master Trust (the 401(k) Master Trust): (a) the SUPERVALU INC. Fixed
Fund, (b) the Equity Index Fund, (c) the Brinson Global Equity Fund, or (d)
the Wedge Small Cap Fund. On August 1, 1996, the SUPERVALU Common Stock
Fund was added to the 401(k) Master Trust as an additional investment fund
for the Plan. All employer discretionary matching contributions to the Plan
after August 1, 1996, are invested in the SUPERVALU Common Stock Fund.
The following investments represent 5% or more of the net assets available
for plan benefits as of February 28, 1998 and February 22, 1997:
- -----------------------------------------------------------------------------
February 28, February 22,
1998 1997
- -----------------------------------------------------------------------------
Investment in SUPERVALU INC. 401(k) Master Trust:
SUPERVALU INC. Fixed Fund $103,331,825 101,522,968
Equity Index Fund 154,275,602 104,639,424
Brinson Global Equity Fund N/A 12,954,725
Wedge Small Cap Fund 33,741,598 18,916,286
- -----------------------------------------------------------------------------
Effective November 1, 1997, the net assets of the Ryans Division Profit
Sharing Plan merged into the Plan.
Although SUPERVALU has not expressed any intent to terminate the Plan, it
may do so at any time. Each participant's vested account balance would be
distributed to the participant in full upon termination.
Benefits under the Plan are payable in lump sum.
6
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Participants currently employed by SUPERVALU can withdraw their employee
contributions and rollover contributions at any time. Participants may
receive an in-service hardship distribution from the vested portion of
their accounts after completing the appropriate application forms and
receiving approval from the Administrative Committee. Loans are available
to all participants of the Plan and may not exceed the lesser of 50% of the
vested amount of the borrower's total account or $50,000. The interest rate
on any loan shall be equal to the prime rate as published by the WALL
STREET JOURNAL for the last business day of the calendar month in which the
loan was granted, plus 1%. Principal and interest are repaid monthly
through payroll deductions, and the maximum term of any loan is five years.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The financial statements of the SUPERVALU Pre-tax Savings and Profit
Sharing Plan (the Plan) are presented on the accrual basis of accounting.
(B) INVESTMENTS
Investment assets of the Plan are stated at current fair value. Investments
in various funds represent the Plan's pro rata share of the quoted market
value of the funds' net assets as reported by the Trustee.
Purchases and sales of securities are recorded on a trade-date basis.
(C) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
plan benefits and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of changes in net
assets available for plan benefits during the reporting period. Actual
results could differ from those estimates.
(D) EXPENSES
The reasonable expenses of administering the Plan shall be payable out of
the Plan's funds except to the extent that SUPERVALU, in its discretion,
directly pays the expenses.
(E) RECLASSIFICATION
Certain prior year information has been reclassified to conform to the
current year presentation.
(3) TRUSTEE
Bankers Trust Company (the Trustee) has been appointed as Trustee and
custodian of the Plan's assets. The trust agreement stipulates that the
Trustee may resign at any time by giving 30 days' written notice to the
Administrative Committee. The Committee may remove the Trustee at any time
by giving 30 days' written notice of such action to the Trustee.
7
<PAGE>
SUPERAVLU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
(4) INVESTMENTS
Under the terms of the trust agreement, the Trustee manages investments on
behalf of the plans. In accordance with the trust agreement, certain assets
of the Plan are held together with assets of other plans sponsored by
SUPERVALU in the 401(k) Master Trust. The Trustee has been granted
discretionary authority concerning the purchases and sales of the
investments.
The 401(k) Master Trust also administers the Cub Foods Retail Clerks Pretax
and Profit Sharing Plan, the SUPERVALU Retail Operation 401(k) Plan, the
Wetterau Union 401(k) Plan, and the Pittsburgh Union 401(k) Plan. The
Trustee allocates interest and investment income, net realized gains and
losses, and administrative expenses to each of the plans in the 401(k)
Master Trust based upon the ratio of net assets of the Plan to the total
net assets of the 401(k) Master Trust. The Loan Fund, however, is based on
the actual participant loan activity for each plan. Separate accounts are
maintained by the Trustee for participants in each plan, and funds may be
distributed to or withdrawn by participants in accordance with the
appropriate plan's terms. The plans' assets are invested in the SUPERVALU
INC. Fixed Fund, the Equity Index Fund, the Brinson Global Equity Fund, the
Wedge Small Cap Fund, and the SUPERVALU Common Stock Fund. Financial
information related to the 401(k) Master Trust is prepared and filed in
accordance with Department of Labor regulations.
Fair values of investments in the 401(k) Master Trust are as follows:
- --------------------------------------------------------------------------------
February 28, February 22,
1998 1997
- --------------------------------------------------------------------------------
Investments at fair value:
Collective investment fund:
SUPERVALU INC. Fixed Fund $106,699,295 104,984,237
Equity Index Fund (BT Pyramid Equity
Index Fund) 166,713,165 112,797,999
Brinson Global Equity Fund 16,054,456 14,372,320
Wedge Small Cap Fund (BT Pyramid Russell
2000 Fund) 2,366,275 927,102
Common stock held by:
Wedge Small Cap Fund 31,900,625 17,910,254
SUPERVALU Common Stock Fund 13,936,885 481,957
Cash and cash equivalents 3,205,014 2,999,904
Accrued income -- 298,962
Due from (to) broker 8,815 (197,949)
Loans receivable from participants 10,264,218 7,714,704
- --------------------------------------------------------------------------------
$351,148,748 262,289,490
- --------------------------------------------------------------------------------
8
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Investment income for the 401(k) Master Trust for the year ended February
28, 1998, is as follows:
- -------------------------------------------------------------
Net realized and unrealized appreciation
in fair value of investments:
Collective investment funds $49,702,147
Common stock 11,115,057
- -------------------------------------------------------------
60,817,204
Interest 2,524,159
Dividends 690,588
- -------------------------------------------------------------
$64,031,951
- -------------------------------------------------------------
At February 28, 1998 and February 22, 1997, the Plan held 94.2% and 94.3%,
respectively, of the 401(k) Master Trust assets.
(5) FEDERAL INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service dated June 9, 1998, indicating that the Plan meets the
requirements of Section 401(a) of the Internal Revenue Code (the Code) and
that the trust established in connection therewith is exempt from federal
income tax under Section 501(a) of the Code. SUPERVALU believes the Plan
continues to meet the requirements of Section 401(a) of the Code and that
the related trust is exempt from income tax under Section 501(a) of the
Code. Therefore, no provisions for income taxes have been made.
(6) PARTY-IN-INTEREST TRANSACTIONS
The Plan engages in transactions involving the acquisition and disposition
of investment funds with Bankers Trust Company, the Trustee, and the 401(k)
Master Trust, who are parties-in-interest with respect to the Plan. These
transactions are covered by an exemption from the "prohibited transactions"
provision of ERISA and the Internal Revenue Code.
(7) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500:
- -------------------------------------------------------------------------------
February 28, February 22,
1998 1997
- -------------------------------------------------------------------------------
Net assets available for benefits
per the financial statements $337,566,466 254,666,295
Amounts allocated to withdrawing participants (533,179) --
- -------------------------------------------------------------------------------
Net assets available for benefits per Form 5500 $337,033,287 254,666,295
- -------------------------------------------------------------------------------
9
<PAGE>
SUPERVALU PRE-TAX SAVINGS AND PROFIT SHARING PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
- -----------------------------------------------------------------------------
Year ended
February 28, 1998
- -----------------------------------------------------------------------------
Benefits paid to participants per the financial statements $22,025,675
Add: Amounts allocated to withdrawing participants at
February 28, 1998 533,179
Less: Amounts allocated to withdrawing participants at
February 22, 1997 --
- ----------------------------------------------------------------------------
Benefits paid to participants per Form 5500 $22,558,854
- ----------------------------------------------------------------------------
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
February 28, 1998 and February 22, 1997, respectively, but not paid as of that
date.
10
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Administrative Committee of SUPERVALU INC., and
SUPERVALU INC.:
We consent to incorporation by reference in the Registration Statement (No.
333-10151) on Form S-8 of SUPERVALU INC., of our report dated August 21, 1998,
relating to the statement of net assets available for plan benefits of the
SUPERVALU Pre-tax Savings and Profit Sharing Plan as of February 28, 1998, and
the related statement of changes in net assets available for plan benefits with
fund information for the year ended February 28, 1998, which report appears in
the annual report on Form 11-K of the SUPERVALU Pre-tax Savings and Profit
Sharing Plan for the year ended February 28, 1998.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
August 24, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-10151 on Form S-8 of our report on the statement of net assets available for
benefits as of February 22, 1997 dated August 1, 1997 appearing in this Annual
Report on Form 11-K of SUPERVALU INC. for the year ended February 28, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 24, 1998
