On April 30, 2009, SUPERVALU INC. (the "Company") agreed to sell $1,000,000,000 aggregate principal amount of its 8.000% Notes due 2016 (the "Notes") pursuant to the provisions of an Underwriting Agreement dated April 30, 2009, by and among the Company and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Citigroup Global Markets Inc. and RBS Securities Inc., as representatives of the several underwriters named therein. The sale of the Notes is expected to close on May 7, 2009.
The Company intends to use the net proceeds from the offering of the Notes to fund all or a portion of the purchase price of its 7.875% Notes due August 1, 2009 (the "SUPERVALU 2009 Notes"), the 6.95% Notes due August 1, 2009 (the "Albertson's 2009 Notes") issued by its wholly owned subsidiary, New Albertson's, Inc. ("New Albertson's"), and the 8.35% Senior Notes due May 1, 2010 issued by New Albertson's (the "Albertson's 2010 Notes" and, together with the SUPERVALU 2009 Notes and the Albertson's 2009 Notes, the "Target Notes") that are tendered and accepted by the Company for purchase in its offer to purchase for cash (the "Offer") any and all outstanding Target Notes, including the payment of accrued interest and any applicable early tender premium. Currently, $350 million aggregate principal amount of the SUPERVALU 2009 Notes, $350 million aggregate principal amount of the Albertson's 2009 Notes and $275 million aggregate principal amount of the Albertson's 2010 Notes are outstanding. To the extent that there are net proceeds remaining, or if the Offer is not consummated, the Company intends to use the net proceeds for general corporate purposes, including the repayment of debt, whether at maturity, through open market purchases, privately negotiated transactions or otherwise.
The Notes are the subject of a Registration Statement on Form S-3, Registration No. 333-158902, filed by the Company with the Securities and Exchange Commission (the "Registration Statement"). Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits to the Registration Statement are being filed with this report:

Exhibit
Number                                    Description

1.1         Underwriting Agreement dated April 30, 2009 by and among the Company and
            Credit Suisse Securities (USA) LLC, Banc of America Securities LLC,
            Citigroup Global Markets Inc. and RBS Securities Inc., as
            representatives of the several underwriters named therein.

4.1         Officers' Certificate and Authentication Order dated May 7, 2009 for the
            8.000% Senior Notes due 2016 (which includes the form of Note) issued
            pursuant to the Indenture dated as of July 1, 1987, the First
            Supplemental Indenture dated as of August 1, 1990, the Second
            Supplemental Indenture dated as of October 1, 1992, the Third
            Supplemental Indenture dated as of September 1, 1995, the Fourth
            Supplemental Indenture dated as of August 4, 1999, and the Fifth
            Supplemental Indenture dated as of September 17, 1999, each between the
            Company and Deutsche Bank Trust Company Americas (formerly known as
            Bankers Trust Company), as Trustee.

5.1         Opinion of Dorsey & Whitney LLP.