UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 24,~~December 30, 2017

☐ 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 0-14706.

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina		56-0846267
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
P.O. Box 6676, Asheville NC		28816
(Address of principal executive offices)		(Zip Code)

(828) 669-2941

Registrant’s telephone number, including area code

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 ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See ~~the~~ definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐(Do not check if a smaller reporting company.)	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

As of ~~July 31, 2017,~~February 6, 2018, the Registrant had ~~14,073,594~~14,118,244 shares of Class A Common Stock, $0.05 par value per share, outstanding and ~~6,186,182~~6,141,532 shares of Class B Common Stock, $0.05 par value per share, outstanding.

INGLES MARKETS, INCORPORATED

INDEX



		Page No.
Part I —– Financial Information

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of ~~June 24,~~December 30, 2017 and September ~~24, 2016~~30, 2017		3

Condensed Consolidated Statements of Income for the Three Months Ended December 30, 2017
~~Three Months Ended June~~and December 24, ~~2017 and June 25,~~ 2016		4
~~Nine Months Ended June 24, 2017 and June 25, 2016~~		5

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016		6 5

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016		76

Notes to Unaudited Interim Financial Statements		87

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1211

Item 3. Quantitative and Qualitative Disclosures About Market Risk		2017

Item 4. Controls and Procedures		2117

Part II —– Other Information

Item 6. Exhibits		2118

Signatures		2420

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	June 24,		September 24,		December 30,		September 30,
	2017		2016		2017		2017
ASSETS
Current Assets:
Cash and cash equivalents	$	8,019,291	$	5,679,509	$	13,755,373	$	23,912,100
Receivables - net		63,506,903		61,735,387		71,514,020		66,329,164
Inventories		348,284,592		343,881,078		361,626,877		349,333,013
Other current assets		11,619,689		7,191,465		8,680,581		6,265,737
Total Current Assets		431,430,475		418,487,439		455,576,851		445,840,014
Property and Equipment – Net		1,252,736,772		1,247,881,773		1,292,455,999		1,265,112,350
Other Assets		21,895,019		20,109,087		25,629,028		22,353,410
Total Assets	$	1,706,062,266	$	1,686,478,299	$	1,773,661,878	$	1,733,305,774

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	37,113,397	$	10,000,629	$	12,672,037	$	12,210,571
Accounts payable - trade		167,090,891		155,288,402		176,003,202		150,901,051
Accrued expenses and current portion of other long-term liabilities		61,069,611		76,315,606		63,366,998		82,451,857
Total Current Liabilities		265,273,899		241,604,637		252,042,237		245,563,479
Deferred Income Taxes		71,537,000		71,449,000		47,106,000		69,918,000
Long-Term Debt		833,625,300		866,473,465		877,868,771		865,659,744
Other Long-Term Liabilities		40,695,534		36,775,587		43,696,355		41,112,548
Total Liabilities		1,211,131,733		1,216,302,689		1,220,713,363		1,222,253,771
Stockholders’ Equity
Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued		—		—		—		—
Common stocks:
Class A, $0.05 par value; 150,000,000 shares authorized; 14,073,594 shares issued and outstanding June 24, 2017; 13,966,476 shares issued and outstanding at September 24, 2016		703,680		698,324
Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; 6,186,182 shares issued and outstanding June 24, 2017; 6,293,300 shares issued and outstanding at September 24, 2016		309,309		314,665
Class A, $0.05 par value; 150,000,000 shares authorized; 14,118,244 shares issued and outstanding December 30, 2017; 14,084,044 shares issued and outstanding at September 30, 2017						705,912		704,202
Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; 6,141,532 shares issued and outstanding December 30, 2017; 6,175,732 shares issued and outstanding at September 30, 2017						307,077		308,787
Paid-in capital in excess of par value		12,311,249		12,311,249		12,311,249		12,311,249
Retained earnings		481,606,295		456,851,372		539,624,277		497,727,765
Total Stockholders’ Equity		494,930,533		470,175,610		552,948,515		511,052,003
Total Liabilities and Stockholders’ Equity	$	1,706,062,266	$	1,686,478,299	$	1,773,661,878	$	1,733,305,774



	Three Months Ended				Three Months Ended
	June 24,		June 25,		December 30,		December 24,
	2017		2016		2017		2016

Net sales	$	984,397,728	$	957,177,645	$	1,013,786,078	$	982,758,339
Cost of goods sold		747,263,567		724,323,504		769,126,450		745,673,858
Gross profit		237,134,161		232,854,141		244,659,628		237,084,481
Operating and administrative expenses		207,595,217		199,433,998		208,828,396		206,296,215
Gain (loss) from sale or disposal of assets		125,031		(1,555,179)
Gain from sale or disposal of assets						57,270		1,378,117
Income from operations		29,663,975		31,864,964		35,888,502		32,166,383
Other income, net		1,030,236		512,356		953,960		663,135
Interest expense		11,729,505		11,190,865		11,451,722		11,312,631
Income before income taxes		18,964,706		21,186,455		25,390,740		21,516,887
Income tax expense		7,438,000		8,518,000
Income tax (benefit) expense						(19,756,000)		7,693,000
Net income	$	11,526,706	$	12,668,455	$	45,146,740	$	13,823,887

Per share amounts:
Class A Common Stock
Basic earnings per common share	$	0.58	$	0.64	$	2.29	$	0.70
Diluted earnings per common share	$	0.57	$	0.63	$	2.23	$	0.68
Class B Common Stock
Basic earnings per common share	$	0.53	$	0.59	$	2.08	$	0.64
Diluted earnings per common share	$	0.53	$	0.59	$	2.08	$	0.64
Cash dividends per common share
Class A Common Stock	$	0.165	$	0.165	$	0.165	$	0.165
Class B Common Stock	$	0.150	$	0.150	$	0.150	$	0.150

Nine Months Ended

June 24,

June 25,

2017

2016

Net sales

$
2,913,308,035

$
2,832,603,557
Cost of goods sold


2,211,004,100


2,145,391,994
Gross profit


702,303,935


687,211,563
Operating and administrative expenses


616,914,673


589,654,137
Gain (loss) from sale or disposal of assets


1,493,009


(934,039)
Income from operations


86,882,271


96,623,387
Other income, net


2,469,684


1,652,297
Interest expense


34,761,917


34,393,394
Income before income taxes


54,590,038


63,882,290
Income tax expense


20,088,000

23,876,000
Net income

$
34,502,038

$
40,006,290





Per share amounts:





Class A Common Stock

Basic earnings per common share

$
1.75

$
2.03
Diluted earnings per common share

$
1.70

$
1.98
Class B Common Stock

Basic earnings per common share

$
1.59

$
1.85
Diluted earnings per common share

$
1.59

$
1.85
Cash dividends per common share

Class A Common Stock

$
0.495

$
0.495
Class B Common Stock

$
0.450

$
0.450

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

~~NINE~~THREE MONTHS ENDED ~~JUNE 24,~~DECEMBER 30, 2017 AND ~~JUNE 25,~~DECEMBER 24, 2016



							Paid-in												Paid-in
	Class A			Class B			Capital in						Class A			Class B			Capital in
	Common Stock			Common Stock			Excess of		Retained				Common Stock			Common Stock			Excess of		Retained
	Shares	Amount		Shares	Amount		Par Value		Earnings		Total		Shares	Amount		Shares	Amount		Par Value		Earnings		Total

Balance, September 26, 2015	13,924,651	$	696,233	6,335,125	$	316,756	$	12,311,249	$	415,654,162	$	428,978,400
Net income	—		—	—		—		—		40,006,290		40,006,290
Cash dividends	—		—	—		—		—		(9,744,056)		(9,744,056)
Common stock conversions	24,250		1,212	(24,250)		(1,212)		—		—		—
Balance, June 25, 2016	13,948,901	$	697,445	6,310,875	$	315,544	$	12,311,249	$	445,916,396	$	459,240,634
Balance, September 24, 2016	13,966,476	$	698,324	6,293,300	$	314,665	$	12,311,249	$	456,851,372	$	470,175,610	13,966,476	$	698,324	6,293,300	$	314,665	$	12,311,249	$	456,851,372	$	470,175,610
Net income	—		—	—		—		—		34,502,038		34,502,038	—		—	—		—		—		13,823,887		13,823,887
Cash dividends	—		—	—		—		—		(9,747,115)		(9,747,115)	—		—	—		—		—		(3,248,464)		(3,248,464)
Common stock conversions	107,118		5,356	(107,118)		(5,356)		—		—		—	75		4	(75)		(4)		—		—		—
Balance, June 24, 2017	14,073,594	$	703,680	6,186,182	$	309,309	$	12,311,249	$	481,606,295	$	494,930,533
Balance, December 24, 2016													13,966,551	$	698,328	6,293,225	$	314,661	$	12,311,249	$	467,426,795	$	480,751,033
Balance, September 30, 2017													14,084,044	$	704,202	6,175,732	$	308,787	$	12,311,249	$	497,727,765	$	511,052,003
Net income													—		—	—		—		—		45,146,740		45,146,740
Cash dividends													—		—	—		—		—		(3,250,228)		(3,250,228)
Common stock conversions													34,200		1,710	(34,200)		(1,710)		—		—		—
Balance, December 30, 2017													14,118,244	$	705,912	6,141,532	$	307,077	$	12,311,249	$	539,624,277	$	552,948,515



	Nine Months Ended				Three Months Ended
	June 24,		June 25,		December 30,		December 24,
	2017		2016		2017		2016
Cash Flows from Operating Activities:
Net income	$	34,502,038	$	40,006,290	$	45,146,740	$	13,823,887
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		82,748,225		79,343,688		27,989,567		27,079,917
(Gain) loss from sale or disposal of assets		(1,493,009)		934,039
Gain from sale or disposal of assets						(57,270)		(1,378,117)
Receipt of advance payments on purchases contracts		3,736,862		3,195,887		1,000,000		1,000,000
Recognition of advance payments on purchases contracts		(1,719,541)		(2,454,998)		(498,746)		(820,158)
Deferred income taxes		88,000		7,322,000		(22,812,000)		(19,000)
Changes in operating assets and liabilities:
Receivables		(1,771,516)		(6,224,510)		(5,184,856)		(18,946,812)
Inventory		(4,403,514)		(3,201,948)		(12,293,863)		(8,715,364)
Other assets		(6,214,157)		1,988,751		(5,760,061)		(1,284,220)
Accounts payable and accrued expenses		1,174,389		(17,322,748)		9,859,803		6,452,116
Net Cash Provided by Operating Activities		106,647,777		103,586,451		37,389,314		17,192,249
Cash Flows from Investing Activities:
Proceeds from sales of property and equipment		2,150,638		686,480		64,713		1,368,806
Capital expenditures		(90,010,736)		(107,823,914)		(56,780,084)		(29,278,744)
Net Cash Used by Investing Activities		(87,860,098)		(107,137,434)		(56,715,371)		(27,909,938)
Cash Flows from Financing Activities:
Proceeds from short-term borrowings		354,457,462		577,982,521		65,519,466		103,292,831
Payments on short-term borrowings		(351,649,625)		(556,186,709)		(51,253,678)		(78,255,268)
Principal payments on long-term borrowings		(9,508,619)		(10,570,808)		(1,846,230)		(1,594,690)
Dividends paid		(9,747,115)		(9,744,056)		(3,250,228)		(3,248,464)
Net Cash (Used) Provided by Financing Activities		(16,447,897)		1,480,948
Net Increase (Decrease) in Cash and Cash Equivalents		2,339,782		(2,070,035)
Net Cash Provided by Financing Activities						9,169,330		20,194,409
Net (Decrease) Increase in Cash and Cash Equivalents						(10,156,727)		9,476,720
Cash and cash equivalents at beginning of period		5,679,509		7,505,040		23,912,100		5,679,509
Cash and Cash Equivalents at End of Period	$	8,019,291	$	5,435,005	$	13,755,373	$	15,156,229

~~Nine~~Three Months Ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the Company’s financial position ~~of Ingles Markets, Incorporated and Subsidiaries (the “Company”)~~ as of ~~June 24,~~December 30, 2017, and the results of operations, ~~for the three-month and nine-month periods ended June 24, 2017 and June 25, 2016, and the~~ changes in stockholders’ equity and cash flows for the ~~nine-month periods~~three months ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September ~~24, 2016~~30, 2017, filed by the Company under the Securities Exchange Act of 1934 on December ~~16, 2016.~~ 6, 2017.

The results of operations for the three-month ~~and nine-month periods~~period ended ~~June 24,~~December 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year.

In February 2016, the FASB issued Accounting Standards Update ASU 2016-02 “Leases” (ASU 2016-02). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize ~~revenue~~or to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be revenue entitled in exchange for those goods and services. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of the ASU to fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

Receivables are presented net of an allowance for doubtful accounts of ~~$508,000~~$306,000 at ~~June 24,~~December 30, 2017 and ~~$358,000 at~~ September ~~24, 2016.~~30, 2017, respectively.

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complete changes to the U.S tax code that will affect the Company’s fiscal year ended September 29, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, (2) creating a new limitation on deductible interest expense, and (3) bonus depreciation that will allow for full expensing of qualified property.

For the fiscal year ended September 29, 2018 the Company expects to have a blended federal corporate tax rate of 24.5% based on the effective date of the tax rate reduction. As a result of the decrease in the federal rate, the Company has recorded in the current fiscal quarter a decrease in its net deferred tax liabilities of $26.7 million, with a corresponding reduction to deferred income tax expense.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. SAB 118 allows registrants to record provisional amounts for reasonable estimates that require more subsequent analysis. The Company has completed its analysis and does not have any provisional amounts subject to SAB 118 as of December 30, 2017.

The Company has unrecognized tax benefits and could incur interest and penalties related to uncertain tax positions. These amounts are insignificant and are not expected to significantly increase or decrease within the next twelve months.

Accrued expenses and current portion of other long-term liabilities consist of the following:

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability and $450,000 per covered person for medical care benefits for a policy year. The Company’s self-insurance ~~liabilities~~reserves totaled ~~$35.3~~$37.4 million and ~~$35.9~~$35.5 million at ~~June 24,~~December 30, 2017 and September ~~24, 2016,~~30, 2017, respectively. Of this amount, ~~$13.3~~$13.8 million is accounted for as a current liability and ~~$22.0~~$23.6 million as a long-term liability, which is inclusive of ~~$5.1~~$6.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at ~~June 24,~~December 30, 2017. At September ~~24, 2016, $14.1~~30, 2017, $13.7 million is accounted for as a current liability and $21.8 million as a long-term liability, which is inclusive of $4.8 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled ~~$8.0~~$8.6 million and ~~$7.7~~$9.3 million for the three-month periods ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016, respectively. ~~For the nine-month periods ended June 24, 2017 and June 25, 2016, employee insurance expense, net of employee contributions, totaled $24.4 million and $26.8 million, respectively.~~

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”) ~~in a private placement.~~. The Notes bear an interest rate of ~~5.75%~~5.750% per annum and were issued at par.

~~The Company filed a registration statement with the Securities and Exchange Commission to exchange the private placement notes with registered notes. The exchange has been completed.~~

The Company may redeem all or a portion of the Notes at any time on or after June 15, 2018 at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June 15 of the years indicated below:

The Company has a $175.0 million line of credit (the “Line”) that matures ~~June 2018.~~in September 2022. The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate (“LIBOR”). The Line allows the Company to issue up to ~~$30.0~~$20.0 million in unused letters of credit, of which ~~$9.6~~$9.9 million of unused letters of credit were issued at ~~June 24,~~December 30, 2017. The Company is not required to maintain compensating balances in connection with the Line. At ~~June 24,~~December 30, 2017, the Company had ~~$2.8~~$14.3 million of borrowings outstanding under the ~~line.~~Line.

InOn December 29, 2010, the Company completed the funding of $99.7 million of ~~Recovery Zone Facility Bonds~~bonds (the ~~“Bonds”~~”Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”). The final maturity date of the Bonds is January 1, 2036.

~~The Bonds were issued by the Buncombe County Industrial Facilities and Pollution Control Financing Authority and were purchased by certain financial institutions.~~ Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between ~~the~~certain financial institutions and the Company, the financial institutions would hold the Bonds until June 30, 2021, subject to certain events. Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014. The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation. The interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption. Effective January 1, 2018, the interest rate on the Bonds will be adjusted to reflect the reduction in the federal corporate tax rate under the Tax Act.

The Company’s obligation to repay the Bonds is collateralized by the Project. Additional collateral was required in order to meet certain loan to value criteria in the Covenant Agreement. The Covenant Agreement incorporates substantially all financial covenants included in the Line.

~~The Line and~~In September 2017, the Company refinanced approximately ~~$25.1~~$60 million of secured borrowing obligations that were scheduled to mature in ~~June 2018.~~fiscal years 2018-2020 with a LIBOR-based floating rate loan maturing in October 2027. On December 19, 2017 the Company entered into an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%. Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%. The interest rate swap effectively hedges the floating rate debt closed by the Company in September, 2017. Both the floating rate debt and the interest rate swap have monthly principal amortization of $0.5 million and mature October 1, 2027. The fair market value of the interest rate swap is measured quarterly with adjustments recorded in other comprehensive income. The difference between the ~~process~~notional amount and fair market value of ~~renewing or refinancing these obligations and expects to complete~~ the ~~process well before the contractual maturity dates.~~interest rate swap at December 30, 2017 was not significant.

initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. The Company was in compliance with all financial covenants ~~related to its borrowings~~ at ~~June 24,~~December 30, 2017.

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s Line, ~~Bond~~Bonds and Notes indenture in the event of default under any one instrument.

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on October ~~14, 2016~~19, 2017 to stockholders of record on October ~~6, 2016.~~

~~The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on January~~ 12, ~~2017 to stockholders of record on January 6, 2017.~~

~~The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on April 13, 2017 to stockholders of record on April 6,~~ 2017.

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of the Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December ~~16, 2016.~~6, 2017.

The Company has two classes of common stock: Class A which is publicly traded, and Class B, which has no public market. The Class B Common Stock has restrictions on transfer; however, each share is convertible into one share of Class A Common Stock at any time. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. Each share of Class A Common Stock is entitled to receive cash dividends equal to 110% of any cash dividend paid on Class B Common Stock.

The Company calculates earnings per share using the two-class method in accordance with FASB ~~Accounting Standards Codification ("FASB ASC”)~~ASC Topic 260.

The two-class method of computing basic earnings per share for each period reflects the cash dividends ~~paid~~declared per share for each class of stock, plus ~~the amount of~~ allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock. Diluted earnings per share is calculated assuming the conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis. The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods.



	Three Months Ended				Nine Months Ended				Three Months Ended				Three Months Ended
	June 24, 2017				June 24, 2017				December 30, 2017				December 24, 2016
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Numerator: Allocated net income
Net income allocated, basic	$	8,234,965	$	3,291,741	$	24,563,248	$	9,938,790	$	32,317,668	$	12,829,071	$	9,806,717	$	4,017,170
Conversion of Class B to Class A shares		3,291,741		—		9,938,790		—		12,829,071		—		4,017,170		—
Net income allocated, diluted	$	11,526,706	$	3,291,741	$	34,502,038	$	9,938,790	$	45,146,739	$	12,829,071	$	13,823,887	$	4,017,170

Denominator: Weighted average shares outstanding
Weighted average shares outstanding, basic		14,072,598		6,187,178		14,025,733		6,234,043		14,103,343		6,156,433		13,966,506		6,293,270
Conversion of Class B to Class A shares		6,187,178		—		6,234,043		—		6,156,433		—		6,293,270		—
Weighted average shares outstanding, diluted		20,259,776		6,187,178		20,259,776		6,234,043		20,259,776		6,156,433		20,259,776		6,293,270

Earnings per share
Basic	$	0.58	$	0.53	$	1.75	$	1.59	$	2.29	$	2.08	$	0.70	$	0.64
Diluted	$	0.57	$	0.53	$	1.70	$	1.59	$	2.23	$	2.08	$	0.68	$	0.64

~~The per share amounts for the third quarter of fiscal 2016 and the nine months ended June 25, 2016 are based on the following amounts:~~

  Three Months Ended

Nine Months Ended

June 25, 2016

June 25, 2016

Class A

Class B

Class A

Class B
Numerator: Allocated net income

Net income allocated, basic

$
8,973,689

$
3,694,766

$
28,317,738

$
11,688,552
Conversion of Class B to Class A shares


3,694,766

—

11,688,552

—
Net income allocated, diluted

$
12,668,455

$
3,694,766

$
40,006,290

$
11,688,552



Denominator: Weighted average shares outstanding



Weighted average shares outstanding, basic


13,944,818

6,314,958

13,932,356

6,327,420
Conversion of Class B to Class A shares


6,314,958

—

6,327,420

—
Weighted average shares outstanding, diluted


20,259,776

6,314,958

20,259,776

6,327,420

Earnings per share

Basic

$
0.64

$
0.59

$
2.03

$
1.85
Diluted

$
0.63

$
0.59

$
1.98

$
1.85

The Company operates one primary business segment, retail grocery sales. ~~The~~ “Other” ~~activities include~~includes our remaining operations - fluid dairy and shopping center rentals. Information about the Company’s operations by lines of business (amounts in thousands) is as follows:



	Three Months Ended				Nine Months Ended				Three Months Ended
	June 24,		June 25,		June 24,		June 25,		December 30,		December 24,
	2017		2016		2017		2016		2017		2016
Revenues from unaffiliated customers:
Grocery	$	341,442	$	337,030	$	1,044,531	$	1,046,616	$	363,325	$	360,901
Non-foods		212,322		207,575		625,890		608,601		217,744		212,311
Perishables		265,828		257,799		770,350		753,027		265,294		255,849
Gasoline		129,569		120,347		366,175		321,049		136,674		118,523
Total Retail		949,161		922,751		2,806,946		2,729,293
Total retail										983,037		947,584
Other		35,237		34,427		106,362		103,311		30,749		35,174
Total revenues from unaffiliated customers	$	984,398	$	957,178	$	2,913,308	$	2,832,604	$	1,013,786	$	982,758

Income from operations:
Retail	$	25,350	$	28,031	$	74,947	$	84,669	$	32,903	$	28,991
Other		4,314		3,834		11,935		11,954		2,986		3,175
Total income from operations	$	29,664	$	31,865	$	86,882	$	96,623	$	35,889	$	32,166

For the three-month periods ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016, respectively, the fluid dairy operation had ~~$10.6~~$11.3 million and ~~$10.1~~$11.8 million in sales to the grocery sales ~~operation. The fluid dairy operation had $33.9 million and $32.4 million in sales to the grocery sales operation for the nine-month periods ended June 24, 2017 and June 25, 2016, respectively.~~segment. These sales have been eliminated in ~~consolidation and are excluded from the amounts in the table above.~~consolidation.

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

The fair value of the Company’s debt is estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs. Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions. These inputs are classified into the following hierarchy:

The carrying amount and fair value of the Company’s debt at ~~June 24,~~December 30, 2017 is as follows (in thousands):

The fair value of the interest rate swap, whch is a level 2 fair value measurement, was insignificant December 30, 2017.

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Ingles, a leading supermarket chain in the Southeast, operates ~~199~~200 supermarkets in Georgia (70), North Carolina ~~(70)~~(71), South Carolina (36), Tennessee (21), Virginia (1) and Alabama (1). The Company locates its supermarkets primarily in suburban areas, small towns and rural communities. Ingles supermarkets offer customers a wide variety of nationally advertised food products, including grocery, meat and dairy products, produce, frozen foods and other perishables and non-food products. Non-food products include fuel centers, pharmacies, health and beauty care products and general ~~merchandise.~~merchandise, as well as quality private label items. In addition, the Company focuses on selling high-growth, high-margin products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections. As of ~~June 24,~~December 30, 2017, the Company operated ~~103~~105 in-store pharmacies and 9799 fuel centers.

Ingles also operates a fluid dairy and earns shopping center rentals. The fluid dairy ~~processing operation~~ sells approximately ~~25%~~28% of its products to the retail grocery ~~operation~~segment and approximately ~~75%~~72% of its products to third parties. Real estate ownership is an important component of the Company’s operations, providing both operational and economic benefits.

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Estimates are based on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management estimates, by their nature, involve judgments regarding future uncertainties, and actual results may therefore differ materially from these estimates.

The Company is self-insured for workers’ compensation and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $450,000 per covered person for medical care benefits for a policy year. Self-insurance liabilities are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on data provided by the respective claims administrators. These estimates can fluctuate if historical trends are not predictive of the future. The majority of the Company’s properties are self-insured for casualty losses and business interruption; however, liability coverage is maintained. At ~~June 24,~~December 30, 2017 the Company’s self-insurance ~~liabilities~~reserves totaled ~~$35.3~~$37.4 million. Of this amount, ~~$13.3~~$13.8 million is accounted for as a current liability and ~~$22.0~~$23.6 million as a long-term liability, which is inclusive of ~~$5.1~~$6.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a ~~receivable at June 24, 2017.~~receivable.

The Company accounts for the impairment of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ~~ASC~~ASC”) Topic 360. For assets to be held and used, the Company tests for impairment using

undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred. There were no asset impairments during the ~~nine-month~~three-month period ended ~~June 24,~~December 30, 2017.

The Company receives funds for a variety of merchandising activities from the many vendors whose products the Company buys for resale in its stores. These incentives and allowances are primarily comprised of volume or purchase based incentives, advertising allowances, slotting fees, and promotional discounts. The purpose of these incentives and allowances is generally to help defray the costs incurred by the Company for stocking, advertising, promoting and selling the vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis. Whenever possible, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold. Due to system constraints and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold. Vendor allowances applied as a reduction of merchandise costs totaled ~~$27.4~~$31.8 million and ~~$29.5~~$30.7 million for the fiscal quarters ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016, ~~respectively. For the nine-month periods ended June 24, 2017 and June 25, 2016, vendor allowances applied as a reduction of merchandise costs totaled $87.1 million and $88.0 million,~~ respectively. Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period in which the related expense is incurred. Vendor advertising allowances recorded as a reduction of advertising expense totaled ~~$3.2~~$4.0 million and ~~$3.4~~$3.9 million for the fiscal quarters ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016, respectively. ~~For the nine-month periods ended June 24, 2017 and June 25, 2016, vendor advertising allowances recorded as a reduction of advertising expense totaled $10.3 million and $10.2 million, respectively.~~

If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising, as well as the volume and frequency of the Company’s product advertising, which could increase or decrease the Company’s expenditures.

Similarly, the Company is not able to assess the impact of vendor advertising allowances on creating additional revenue, as such allowances do not directly generate revenue for the Company’s stores.

Ingles operates on a 52 or 53-week fiscal year ending on the last Saturday in September. ~~There are 13 and 39 weeks of operations included in the unaudited~~The Condensed Consolidated Statements of Income for the ~~three and nine-month~~three-month periods ended ~~June 24,~~December 30, 2017 and ~~June 25, 2016.~~December 24, 2016 both include 13 weeks of operations. Comparable store sales are defined as sales by ~~grocery~~retail stores in operation for five full fiscal quarters. Sales from replacement stores, major ~~remodels, minor~~ remodels and the addition of fuel stations to existing stores are included in the comparable store sales calculation from the date thereof. A replacement store is a new store that is opened to replace an existing nearby store that is closed. A major remodel entails substantial remodeling of an existing store and ~~may include~~includes additional retail square footage. For both the ~~three and nine-month~~three-month periods ended ~~June 24,~~December 30, 2017 and ~~June 25,~~December 24, 2016, comparable store sales include ~~196~~197 and 199 stores, respectively.

The following table sets forth, for the periods indicated, selected financial information as a percentage of net sales. For information regarding the various segments of the business, see Note I “Segment Information” to the Condensed Consolidated Financial Statements.

Three Months Ended ~~June 24,~~December 30, 2017 Compared to the Three Months Ended ~~June 25,~~December 24, 2016

Net income for the ~~third~~first quarter of fiscal ~~2017~~2018 totaled ~~$11.5~~$45.1 million, compared with ~~$12.7~~net income of $13.8 million earned for the ~~third~~first quarter of fiscal ~~2016. Comparing the quarters, fiscal~~2017. Total revenues and gross margin increased to a greater extent than did operating expenses, resulting in increased pre-tax income. Changes to federal tax law enacted on December 22, 2017 had ~~higher sales~~a $26.7 million positive impact on the Company’s current tax expense and ~~gross profit~~on deferred tax liabilities that ~~were offset by higher expenses.~~will be settled at a lower rate in future periods.

Net Sales. Net sales increased by ~~$27.2~~$31.0 million, or ~~2.8%~~3.2%, to ~~$984.4~~$1.01 billion for the three months ended December 30, 2017 compared with $982.8 million for the three months ended ~~June~~December 24, ~~2017 from $957.2 million for the three months ended June 25,~~ 2016. ~~Sales increased in each retail product category and in non-retail operations.~~ Comparing the ~~third~~first quarter of fiscal 2018 with the first quarter of fiscal 2017, ~~with the third quarter of fiscal 2016,~~ gasoline sales dollars ~~and~~increased due to a 15% in gallons sold ~~both increased approximately 3.8%. Easter occurred in the third quarter of the current fiscal year, but occurred in the second quarter of fiscal 2016.~~and a relatively flat retail sales price per gallon. Excluding gasoline sales, ~~and the effect of extra Easter sales in this year’s third quarter,~~total grocery comparable store sales increased ~~0.8%~~2.2% over the comparative fiscal quarters. Comparing the ~~third~~first quarters of fiscal ~~year~~years 2018 and 2017 ~~and 2016~~ (and excluding gasoline), the number of customer transactions ~~was level~~decreased 0.1% and the average transaction size increased ~~2.0%~~2.2%.

Ingles operated ~~199~~200 and 202 stores at ~~June 24,~~December 30, 2017 and ~~201 stores at June 25, 2016.~~December 24, 2016, respectively. Retail square ~~footage was approximately~~feet totaled 11.3 million square feet at December 30, 2017 and 11.2 million square feet at ~~June~~December 24, 2016. During the last twelve months the Company opened two stores, relocated one store into a new building and closed four stores, one of which was closed in fiscal 2017 and ~~11.1 million at June 25, 2016.~~reopened in a new building during fiscal year 2018.

Changes in retail grocery ~~segment~~ sales for the quarter ended ~~June 24,~~December 30, 2017 are summarized as follows ~~(dollars in~~(in thousands):

Gross Profit. Gross profit for the three-month period ended ~~June 24,~~December 30, 2017 ~~increased $4.2~~totaled $244.7 million, an increase of $7.6 million, or ~~1.8%~~3.2%, tocompared with gross profit of $237.1 million ~~or 24.1% of sales, compared with $232.9 million, or 24.3% of sales,~~ for the three-month period ended ~~June 25,~~December 24, 2016. Gross profit as a percentage of sales was 24.1% for both the three months ended December 30, 2017and December 24, 2016.

The gross profit dollar increase is attributable to higher sales. Gasoline gross profit dollars and margin were higher compared with the first quarter of last fiscal year. Excluding gasoline sales, grocery ~~segment~~ gross profit as a percentage of sales ~~decreased 64 basis points in~~for the ~~third~~first quarter of fiscal ~~2017~~2018 was unchanged compared with the same fiscal ~~2016~~2017 period. ~~Gasoline gross profit dollars were higher for the quarter ended June 24, 2017 compared with the quarter ended June 25, 2016.~~

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network. ~~The milk processing operation~~Fluid dairy is a manufacturing process; therefore, the costs mentioned above as well as purchasing, production costs, and internal transfer costs incurred by the milk processing operation are included in the cost of goods sold line item, while these items are included in operating and administrative expenses in the grocery segment.

Operating and Administrative Expenses. Operating and administrative expenses increased ~~$8.2~~$2.5 million, or ~~4.1%~~1.2%, to ~~$207.6~~$208.8 million for the three months ended ~~June 24,~~December 30, 2017, from ~~$199.4~~$206.3 million for the three months ended ~~June 25,~~December 24, 2016. As a percentage of sales, operating and administrative expenses were ~~21.1%~~20.6% and 21.0% for the ~~three months ended June 24,~~December 2017 ~~compared with 20.8% for the three months ended June 25, 2016.~~and December 2016 quarters, respectively. Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were ~~24.1% and~~ 23.6% of sales for the ~~third~~first fiscal quarter of ~~2017 and 2016, respectively.~~2018 compared with 23.7% for the first fiscal quarter of 2017.

A breakdown of the major ~~increases~~changes in operating and administrative expenses is as follows:

Increase

Increase

as a % of

in millions

sales
Salaries and wages

$
3.6

0.37
%
Repairs and maintenance

$
1.3

0.14
%
Depreciation and amortization

$
1.0

0.10
%
Store supplies

$
0.9

0.09
%



			Increase
	Increase		(Decrease)
	(Decrease)		as a % of
	in millions		sales
Salaries and wages	$	2.4	0.24	%
Insurance	$	(1.5)	(0.15)	%
Depreciation	$	1.2	0.12	%
Bank charges	$	0.4	0.04	%
Store supplies	$	0.4	0.04	%

Salaries and wages increased in dollars due to ~~the~~ additional labor hours required for the increased sales volume, including new stores opened in ~~part to accommodate in-store merchandising changes.~~the past twelve months. Competition for labor has also increased in the Company’s market area.

~~Repairs and maintenance increased~~Insurance expense decreased due to ~~more sophisticated equipment and updated lighting in our stores, and due also to a higher level of building maintenance.~~favorable claims experience under the Company’s self-insurance programs.

Depreciation ~~and amortization increased as a result of the Company’s capital expenditure programs, including new stores and remodeling projects.~~

~~Store supplies increased due to stocking of new stores and changes in the mix of products sold.~~

~~Gain or Loss from Sale or Disposal of Assets.~~ Gain from Sale or Disposal of Assets was $0.1 million for the June 2017 quarter compared with a loss of $1.6 million for the June 2016 quarter. During the June 2016 quarter, the Company demolished certain buildings for redevelopment into larger and improved store or tenant space.

~~Interest Expense.~~ Interest expense increased $0.5 million for the three-month period ended June 24, 2017 to $11.7 million from $11.2 million for the three-month period ended June 25, 2016. Total debt at June 2017 was $870.7 million compared to $898.2 million at June 2016. The London Interbank Offering Rate (“LIBOR”) has increased over the past twelve months, resulting in higher interest expense on the Company’s floating rate debt.

~~Income Taxes.~~ Income tax expense as a percentage of pre-tax income was 39.2% for the June 2017 quarter, compared with 40.2% for the June 2016 quarter. During the third quarter of each fiscal year, the Company reconciles estimated prior year tax expense to actual tax returns filed during the quarter. This process increased tax expense during both the current fiscal quarter and last year’s third fiscal quarter.

~~Net Income.~~ Net income totaled $11.5 million and $12.7 million for the three-month periods ended June 24, 2017 and June 25, 2016, respectively. Basic and diluted earnings per share for Class A Common Stock were $0.58 and $0.57, respectively for the June 2017 quarter. Basic and diluted earnings per share for Class B Common Stock were each $0.53 for the June 2017 quarter. Basic and diluted earnings per share for Class A Common Stock were $0.64 and $0.63, respectively for the June 2016 quarter. Basic and diluted earnings per share for Class B Common Stock were each $0.59 for the June 2016 quarter.

~~Nine Months Ended June 24, 2017 Compared to the Nine Months Ended June 25, 2016~~

Net income for the first nine months of fiscal 2017 totaled $34.5 million compared with net income of $40.0 million for the nine-month fiscal 2016 period. Total sales and gross profit increased, but expenses increased to a higher degree.

~~Net Sales~~. Net sales totaled $2.91 billion and $2.83 billion for the nine month periods ended June 24, 2017 and June 25, 2016, respectively. The sales increase was broad-based across the Company’s retail product categories and non-retail operations. Retail gasoline prices, gallons sold, and sales dollars were higher in the June 2017 nine-month period compared with the same period last year.

Grocery segment comparable store sales, excluding the effect of gasoline increased 0.8%. The number of customer transactions (excluding gasoline) increased 0.8%, while the average transaction size (excluding gasoline) increased by 0.5%.

~~Sales by product category (amounts in thousands) are as follows:~~

Nine Months Ended


June 24,

June 25,

2017

2016
Grocery

$
1,044,531

$
1,046,616
Non-foods


625,890


608,601
Perishables

770,350

753,027
Gasoline


366,175


321,049
Total retail

$
2,806,946

$
2,729,293

~~The grocery category includes grocery, dairy, and frozen foods.~~

~~The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.~~

~~The perishables category includes meat, produce, deli and bakery.~~

~~Changes in grocery segment sales for the nine months ended June 24, 2017 can be summarized as follows (dollars in thousands):~~



~~Total retail sales for the nine months ended June 25, 2016~~	$	~~2,729,293~~
~~Comparable store sales increase (including gasoline)~~		~~57,397~~
~~Impact of stores opened in fiscal 2016 and 2017~~		~~28,517~~
~~Impact of stores closed in fiscal 2016 and 2017~~		~~(7,534)~~
~~Other~~		~~(727)~~
~~Total retail sales for the nine months ended June 24, 2017~~	$	~~2,806,946~~

Sales growth for the remainder of fiscal 2017 will depend upon the pace of economic improvement, inflation and market prices for gasoline and raw milk. In addition to recently opened new and remodeled stores, the Company expects that the maturation of previous new and expanded stores will contribute to sales growth. The Company continues to remodel existing stores in order to increase sales at a lower cost compared with construction cost of adding additional square footage.

~~Gross Profit.~~ Gross profit for the nine months ended June 24, 2017 increased $15.1 million, or 2.2%, to $702.3 million compared with $687.2 million, for the nine months ended June 25, 2016. As a percentage of sales, gross profit totaled 24.1% for the nine months ended June 24, 2017 and 24.3% for the nine months ended June 25, 2016.

Excluding gasoline sales, retail grocery segment gross profit as a percentage of sales decreased five basis points in the first three quarters of fiscal 2017 compared with the same fiscal 2016 period. Gasoline gross profit dollars were higher for the nine months ended June 24, 2017 compared with the nine months ended June 25, 2016.

~~Operating and Administrative Expenses.~~ Operating and administrative expenses increased $27.2 million, or 4.6%, to $616.9 million for the nine months ended June 24, 2017, from $589.7 million for the nine months ended June 25, 2016. As a percentage of sales, operating and administrative expenses were 21.2% for the June 2017 nine-month period compared with 20.8% for the same period last year. Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 24.0% and 23.3% of sales for the nine-month fiscal 2017 and 2016 periods, respectively.

~~A breakdown of the major increases in operating and administrative expenses is as follows:~~

Increase

Increase

as a % of

in millions

sales
Salaries and wages

$
17.1

0.59
%
Repairs and maintenance

$
3.7

0.13
%
Depreciation and amortization

$
3.3

0.11
%
Bank charges

$
1.8

0.06
%

Salaries and wages increased due to the additional labor hours required in part to accommodate in-store merchandising changes. Competition for labor has also increased in the Company’s market area.

~~Repairs and maintenance increased due to more sophisticated equipment and updated lighting in our stores, and due also to a higher level of building maintenance.~~

~~Depreciation and amortization~~ increased as a result of the Company’s capital expenditure programs, including new stores and remodeling projects.

Bank charges increased due to ~~higher volume~~increased card usage compared with other forms of payment, and ~~per transaction costs of credit~~to increased charges implemented by card issuers and ~~debit card transactions.~~processors.

~~Gain or loss~~Store supplies increased from ~~sale or disposal~~higher perishable sales and market increases in the cost of ~~assets.~~ petroleum-based packaging.

Gain from Sale or Disposal of ~~Assets~~Assets. Gain from sale or disposal of assets was ~~$1.5~~insignificant for the three months ended December 30, 2017 compared with $1.4 million for the ~~June 2017 nine month period compared with a loss of $0.9 million for the June 2016 nine month~~comparable prior year period. During the June 2017 nine month period the Company realized gains on disposal of various real and personal property. During the June 2016 nine month period, the Company demolished certain buildings for redevelopment into larger and improved store or tenant space. There were no individually significant transactions in either fiscal period.

Interest Expense. Interest expense ~~increased $0.4 million to $34.8~~totaled $11.5 million for the ~~nine months~~three-month period ended ~~June 24,~~December 30, 2017 ~~from $34.4~~compared with $11.3 million for the ~~nine~~three-month period ended December 24, 2016. Total debt at December 2017 was $890.5 million compared with $900.2 million at December 2016. Over the past twelve months, ~~ended June 25, 2016.~~the London Interbank Offering Rate (“LIBOR”) has increased, resulting in higher interest on the Company’s floating rate debt. Somewhat offsetting this increase were fiscal year 2017 loan refinancings at more favorable terms.

Income Taxes. Income tax benefit totaled $19.8 million for the three months ended December 30, 2017, an effective tax rate of (77.8%) of pretax income. Income tax expense totaled $7.7 million for the three months ended December 24, 2016, an effective tax rate of 35.9% of pretax income.

On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complete changes to the U.S tax code that will affect our fiscal year ended September 29, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. (2) creating a ~~percentage~~new limitation on deductible interest expense, and (3) bonus depreciation that will allow for full expensing of ~~pre-tax income was 36.8%~~qualified property.

For the fiscal year ended September 29, 2018 the Company will have a blended federal corporate tax rate of 24.5% based on the effective date of the tax rate reduction. As a result of the decrease in the ~~June 2017 nine-month period compared to 37.4%~~federal rate, the Company has recorded in the ~~June 2016 nine-month period.~~ current fiscal quarter a decrease in its net deferred tax liabilities of $26.7 million, with a corresponding reduction to deferred income tax expense.

Net Income. Net income totaled ~~$34.5~~$45.1 million for the ~~nine-month~~three-month period ended ~~June~~December 30, 2017 compared with $13.8 million for the three-month period ended December 24, ~~2017.~~2016. Net income, as a percentage of sales, was 4.5% and 1.4% for the December 2017 quarter and the December 2016 quarter, respectively. Basic and diluted earnings per share for Class A Common Stock were ~~$1.75~~$2.29 and ~~$1.70,~~$2.23, respectively, for the ~~June~~December 2017 ~~nine-month period.~~quarter, compared to $0.70 and $0.68, respectively, for the December 2016 quarter. Basic and diluted earnings per share for Class B Common Stock were each ~~$1.59~~$2.08 for the ~~June~~December 2017 ~~nine-month period. Net income totaled $40.0 million~~quarter compared with $0.64 for the ~~nine-month period ended June 25, 2016. Basic and diluted earnings per share for Class A Common Stock were $2.03 and $1.98, respectively, for the June~~December 2016 ~~nine-month period. Basic and diluted earnings per share for Class B Common Stock were each $1.85 for the June 2016 nine-month period.~~quarter.

Liquidity and Capital Resources

Capital Expenditures

The Company believes that a key to its ability to continue to develop a loyal customer base is providing conveniently located, clean and modern stores which provide customers with good service and a broad selection of competitively priced products. ~~Therefore,~~As such, the Company has invested and ~~plans to~~will continue to invest significant amounts of capital toward the modernization of its store base. The Company’s modernization program includes the opening of new stores, the completion of major remodels and expansion of selected

existing stores, ~~and~~ the relocation of selected existing stores to larger, more convenient ~~locations.~~locations and the completion of minor remodeling of its remaining existing stores. The Company will also add fuel centers ~~pharmacies~~ and other products complementary to grocery sales where market conditions and real estate considerations warrant.

Capital expenditures totaled ~~$90.0~~$56.8 million for the ~~nine-month~~three-month period ended ~~June 24,~~December 30, 2017. This is a higher than usual quarterly amount due to the purchase of two shopping centers where the Company operated leased stores, and the opening of two new store buildings during the quarter ended December 30, 2017. These capital expenditures also focused on construction ofon stores ~~that opened in 2017 or will~~scheduled to open later in fiscal 2018, ~~the addition of fuel centers~~site acquisition, and ~~smaller scale~~smaller-scale remodeling projects in a number of the Company’s stores. Capital expenditures also included the costs of upgrading and replacing store equipment, technology investments, rolling stock, and capital expenditures related to the Company’s milk processing plant.

Ingles’ capital expenditure plans for fiscal ~~2017~~2018 include investments of approximately ~~$100~~$120 to ~~$140~~$160 million. The majority of the Company’s fiscal ~~2017~~2018 capital expenditures will be dedicated to continued improvement of its store base and also include investments in stores expected to open in fiscal 2018 as well as technology improvements, upgrading and replacing existing store equipment and warehouse and transportation equipment and improvements to the Company’s milk processing plant.

The Company expects that its ~~net~~ annual capital expenditures will be in the range of approximately $100 to $160 million going forward in order to maintain a modern store base. Planned expenditures for any given future fiscal year will be affected by the availability of financing, which can affect both the number of projects pursued at any given time and the cost of those projects. The number of projects may also fluctuate due to the varying costs of the types of projects pursued including new stores and major remodel/expansions. The Company makes decisions on the allocation of capital expenditure dollars based on many factors including the competitive environment, other Company capital initiatives and its financial condition.

The Company does not generally enter into commitments for capital expenditures other than on a store-by-store basis at the time it begins construction on a new store or begins a major or minor remodeling project. Outstanding construction commitments totaled ~~$19.9~~$10.9 million at ~~June 24,~~December 30, 2017.

Liquidity

The Company generated $37.4 million net cash from operations ~~of $106.6 million~~ in the ~~June~~December 2017 ~~nine-month~~three-month period compared ~~to $103.6~~with $17.2 million ~~for~~during the ~~comparable~~December 2016 three-month period. The ~~June 2017 nine-month period had lower~~increase is primarily attributable to higher net income, ~~than~~exclusive of the ~~June 2016 nine-month period.~~ non-cash increase to net income resulting from certain aspects of the Tax Act. Operating cash generation tends to be lower during the December quarter of each fiscal year due to seasonal inventory increases and semi-annual interest payments on Senior Notes obligations.

Cash used by investing activities for the ~~nine-month period~~three-month periods ended ~~June~~December 30, 2017 and December 24, ~~2017~~2016 totaled ~~$87.9~~$56.7 million ~~compared with cash used~~and $27.9 million, respectively, consisting primarily of ~~$107.1 million for the nine-month period ended June 25, 2016. During the fiscal 2017 period,~~ capital expenditures ~~were lower than in the prior fiscal year period.~~offset by insignificant proceeds from property and equipment sales.

~~The Company used $16.4 million for financing activities for the nine months ended June 24, 2017 compared with $1.5 million of cash~~Cash provided by financing activities totaled $9.2 million and $20.2 million for the ~~nine months~~fiscal quarters ended ~~June 25, 2016. The~~December 2017 and 2016, respectively. Short term borrowings tend to increase during the December quarter of each fiscal year ~~over year change is attributable to higher line of credit usage~~ to finance ~~a higher level of capital expenditures in~~seasonal inventory increases and the ~~prior fiscal year.~~semi-annual Senior Note interest payment.

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”). The Notes bear an interest rate of ~~5.75%~~5.750% per annum and were issued at par.

The Company has a ~~$175~~$175.0 million line of credit (the “Line”) that matures in ~~June 2018.~~

September 2022. The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering ~~Rate.~~Rate (“LIBOR”). The Line allows the Company to issue up to ~~$30.0~~$20.0 million in unused letters of credit, of which ~~$9.6~~$9.9 million of unused letters of credit were issued at ~~June 24,~~December 30, 2017. The Company is not required to maintain compensating balances in connection with ~~this~~the Line. At ~~June 24,~~December 30, 2017, the Company had ~~$2.8~~$14.3 million of borrowings outstanding under the ~~line.~~Line.

InOn December 29, 2010, the Company completed the funding of $99.7 million of ~~Recovery Zone Facility~~ Bonds (the “Bonds”) for the construction of new warehouse and distribution space adjacent to its existing space ~~located~~ in Buncombe County, North ~~Carolina.~~Carolina (the “Project”). The final maturity date of the Bonds is January 1, 2036.

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions would hold the Bonds until ~~January 2018,~~June 30, 2021, subject to certain events. Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014. The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

The Line and approximately $25.1 million of secured borrowing mature in June 2018. The Company is in the process of renewing or refinancing these obligations and expects to complete the process well before the contractual maturity dates.

The Notes, the Bonds and the Line contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the termination or withdrawal of the Line to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. As of ~~June 24,~~December 30, 2017, the Company was in compliance with these covenants. Under the most restrictive of these covenants, the Company would be able to incur approximately ~~$365~~$429 million of additional borrowings (including borrowings under the Line) as of ~~June 24,~~December 30, 2017.

The Company’s principal sources of liquidity are expected to be cash flow from operations, borrowings under the Line and long-term financing. The Company believes, based on its current results of operations and financial condition, that its financial resources, including the Line, short- and long-term financing expected to be available to it and internally generated funds, will be sufficient to meet planned capital expenditures and working capital requirements for the foreseeable future, including any debt service requirements of additional borrowings. However, there is no assurance that any such sources of financing will be available to the Company when needed on acceptable terms, or at all.

It is possible that, in the future, the Company’s results of operations and financial condition will be different from that described in this report based on a number of factors. These factors may include, among others, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery and changing demographics, as well as the additional factors discussed below under “Forward Looking Statements.” It is also possible, for such reasons, that the results of operations from the new, expanded, remodeled and/or replacement stores will not meet or exceed the results of operations from existing stores that are described in this report.

Contractual Obligations and Commercial Commitments

There have been no material changes in contractual obligations and commercial commitments subsequent to September ~~24, 2016~~30, 2017 other than as disclosed elsewhere in this Form 10-Q.

Off Balance Sheet Arrangements

On December 19, 2017 the Company entered into an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%. Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%. The interest rate swap effectively hedges $60 million of floating rate debt closed by the Company in September 2017. Both the floating rate debt and the interest rate swap have monthly principal amortization of $0.5 million and mature October 1, 2027. The fair market value of the interest rate swap is measured quarterly, with adjustments, if significant, recorded on other comprehensive income. The difference between the notional amount and fair market value of the interest rate swap at December 30, 2017 was not significant. The Company is not a party to any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Quarterly Cash Dividends

Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 (sixteen and one-half cents) per share on its Class A Common Stock and $0.15 (fifteen cents) per share on its Class B Common Stock for an annual rate of $0.66 and $0.60 per share, respectively.

The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors periodically reconsiders the declaration of dividends. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments, the amount of such dividends, and the form in which the dividends are paid (cash or stock) depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant. In addition, the Notes, the Bonds, ~~and~~ the Line, and other loan agreements contain provisions that, based on certain financial parameters, restrict the ability of the

Company to pay additional cash dividends in excess of current quarterly per share amounts. Further, the Company is prevented from declaring dividends at any time that it is in default under the indenture governing the Notes.

Seasonality

~~Sales in the grocery segment of the Company’s business~~Grocery sales are subject to a slight seasonal variance due to holiday related sales and due to sales in areas where seasonal homes are located. Sales are traditionally higher in the Company’s first fiscal quarter due to the inclusion of sales related to Thanksgiving and Christmas. The Company’s second fiscal quarter traditionally has the lowest sales of the ~~year, unless Easter falls in that quarter.~~year. In the third and fourth quarter, sales are affected by the return of customers to seasonal homes in our market area. The Company’s fluid dairy ~~operation of the Company’s business has~~operations have slight seasonal variation to the extent of its sales into the grocery industry. The Company’s real estate ~~operation is~~activities are not subject to seasonal variations.

Impact of Inflation

The following table from the United States Bureau of Labor Statistics lists annualized changes in the Consumer Price Index that could have an effect on the Company’s operations. One of the Company’s significant costs is labor, which ~~increases~~changes with general inflation. Inflation or deflation in energy costs affects the Company’s gasoline sales, distribution expenses, utility expenses and plastic supply costs.



	Three Months Ended				Three Months Ended
	June 24,		June 25,		December 30,		December 24,
	2017		2016		2017		2016
All items	0.0	%	0.3	%	0.2	%	0.3	%
Food and beverages	1.3	%	0.0	%	0.1	%	—	%
Energy	1.1	%	2.0	%	0.6	%	2.1	%

This Quarterly Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect”, “anticipate”, “intend”, “plan”, “likely”, “goal”, “believe”, “seek” and similar expressions are intended to identify forward-looking statements. While these forward-looking statements and the related assumptions are made in good faith and reflect the Company’s current judgment regarding the direction of the Company’s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such statements are based upon a number of assumptions and estimates which are inherently subject to significant risks and uncertainties many of which are beyond the Company’s control. Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company’s results. Some important factors (but not necessarily all factors) that affect the Company’s revenues, growth strategies, future profitability and operating results, or that otherwise could cause actual results to differ materially from those expressed in or implied by any forward-looking statement, include business and economic conditions generally in the Company’s operating area; the Company’s ability to successfully implement its expansion and operating strategies and to manage rapid expansion; pricing pressures and other competitive factors; reduction in per gallon retail gasoline prices; the maturation of new and expanded stores; the Company’s ability to reduce costs and achieve improvements in operating results; the availability and terms of financing; increases in labor and utility costs; success or failure in the ownership and development of real estate; changes in the laws and government regulations applicable to the Company; and changes in accounting policies, standards, guidelines or principles as may be adopted by regulatory agencies as well as the Financial Accounting Standards Board.

Consequently, actual events affecting the Company and the impact of such events on the Company’s operations may vary significantly from those described in this report or contemplated or implied by statements in this report. The Company does not undertake and specifically denies any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

~~The~~As previously mentioned, the Company is party to an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%. Otherwise, the Company does not typically utilize financial instruments for trading or other speculative purposes, nor does it typically utilize leveraged financial instruments. There have been no other material changes in the market risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended September ~~24, 2016.~~30, 2017.

The Company maintains disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the regulations of the Securities and Exchange Commission. Disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that the Company’s system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of ~~June 24,~~December 30, 2017, the end of the period covered by this report. In making this evaluation, it considered matters previously identified and disclosed in connection with the filing of its Form 10-K for fiscal ~~2016.~~2017. After consideration of the matters discussed above and the changes in internal control over financial reporting discussed below, the Company has concluded that its controls and procedures were effective as of ~~June 24,~~December 30, 2017.

The Company is currently planning and performing tests of internal controls over financial reporting for fiscal year ~~2017.~~ 2018.

No other change in internal control over financial reporting occurred during the Company’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~(a)~~

(a) Exhibits.


~~10.3~~		Waiver and First Amendment to the Credit Agreement dated as of July 31, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



	June 24,		September 24,		December 30,		September 30,
	2017		2016		2017		2017
Property, payroll and other taxes payable	$	15,696,394	$	18,883,819	$	14,659,164	$	21,261,924
Salaries, wages and bonuses payable		26,257,817		28,159,164		23,145,905		28,369,250
Self-insurance liabilities		13,319,201		14,083,047		13,767,391		13,326,110
Interest payable		2,380,892		12,406,614		3,247,752		13,175,382
Other		3,415,307		2,782,962		8,546,786		6,319,191
	$	61,069,611	$	76,315,606	$	63,366,998	$	82,451,857


Year
2018	102.875%
2019	101.917%
2020	100.958%
2021 and thereafter	100.000%



	June 24,		September 24,		December 30,		September 30,
	2017		2016		2017		2017
Assets:
Retail	$	1,574,392	$	1,555,319	$	1,639,964	$	1,600,699
Other		133,293		133,574		135,538		135,076
Elimination of intercompany receivable		(1,623)		(2,415)		(1,839)		(2,469)
Total assets	$	1,706,062	$	1,686,478	$	1,773,662	$	1,733,306

Level 1 Inputs –	Quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs –	Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs –	Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.



	Carrying				Fair Value	Carrying				Fair Value
	Amount		Fair Value		Measurements	Amount		Fair Value		Measurements
Senior Notes	$	700,000	$	686,000	Level 2	$	700,000	$	700,000	Level 2
Facility Bonds		81,620		81,620	Level 2		81,620		81,620	Level 2
Secured notes payable and other		86,311		86,311	Level 2		94,655		94,655	Level 2
Line of credit payable		2,808		2,808	Level 2		14,266		14,266	Level 2
Total debt	$	870,739	$	856,739		$	890,541	$	890,541



	Three Months Ended				Nine Months Ended
	June 25, 2016				June 25, 2016
	Class A		Class B		Class A		Class B
Numerator: Allocated net income
Net income allocated, basic	$	8,973,689	$	3,694,766	$	28,317,738	$	11,688,552
Conversion of Class B to Class A shares		3,694,766		—		11,688,552		—
Net income allocated, diluted	$	12,668,455	$	3,694,766	$	40,006,290	$	11,688,552

Denominator: Weighted average shares outstanding
Weighted average shares outstanding, basic		13,944,818		6,314,958		13,932,356		6,327,420
Conversion of Class B to Class A shares		6,314,958		—		6,327,420		—
Weighted average shares outstanding, diluted		20,259,776		6,314,958		20,259,776		6,327,420

Earnings per share
Basic	$	0.64	$	0.59	$	2.03	$	1.85
Diluted	$	0.63	$	0.59	$	1.98	$	1.85



Total retail grocery sales for the three months ended ~~June 25,~~December 24, 2016	$	~~922,751~~947,584
Comparable store sales increase (including gasoline)		~~13,030~~
~~Effect of Easter in second quarter of fiscal 2016~~		~~7,084~~33,090
Impact of stores opened in fiscal ~~2016~~2017 and ~~2017~~2018		~~11,473~~10,099
Impact of stores closed in fiscal ~~2016 and~~ 2017		~~(4,505)~~(6,183)
Other		~~(672)~~(1,553)
Total retail grocery sales for the three months ended ~~June 24,~~December 30, 2017	$	~~949,161~~983,037


3.1		Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, previously filed with the Commission and incorporated herein by this reference). (Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T.)


3.2		Articles of Amendment to Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

4
3.4		Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).


4.1		Articles 4 and 9 of the Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T) and Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, respectively, each of which were previously filed with the Commission and are incorporated herein by this reference).


4.2		Articles 2, 3, 10, 11 and 14 of the Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).


4.4		Registration Rights Agreement, dated June 12, 2013, among the Company and Merrill Lynch, Pierce, Fenner and Smith Incorporated, Wells Fargo Securities, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC and SunTrust Robinson Humphrey, Inc. (included as Exhibit 4.3 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on June 12, 2013 and incorporated herein by this reference).

10
10.1		Credit Agreement, dated May 12, 2009, among the Company and the lenders party thereto, Bank of America, as administrative agent, swing line lender and l/c issuer, Branch Banking and Trust Company, as syndication agent, Wachovia Bank, National Association, as documentation agent, and Banc of America Securities LLC, Branch Banking and Trust Company and Wachovia Capital Markets, LLC, as joint lead arrangers and book managers (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009 and incorporated herein by this reference).


10.2		Exhibits and Schedules to Credit Agreement dated May 12, 2009, among the Company and the lenders party thereto, Bank of America, as administrative agent, swing line lender and l/c issuer, Branch Banking and Trust Company, as syndication agent, Wachovia Bank, National Association, as documentation agent, and Banc of America Securities LLC, Branch Banking and Trust Company and Wachovia Capital Markets, LLC, as joint lead arrangers and joint book managers (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009 and incorporated herein by this reference).


~~10.5~~10.4		Third Amendment to the Credit Agreement dated as of September 6, 2012, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.5 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).


~~10.6~~10.5		Fourth Amendment to the Credit Agreement dated as of June 12, 2013, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.6 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended ~~December 28,~~June 29, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).


~~10.7~~10.6		Fifth Amendment to the Credit Agreement dated as of January 31, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.7 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).


~~10.8~~10.7		Sixth Amendment to the Credit Agreement dated as of June 23, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on June 24, 2014 and incorporated herein by this reference).


10.8		Seventh Amendment to the Credit Agreement dated as of September 27, 2017, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.13 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).


10.9	*	Ingles Markets, Incorporated Investment/Profit Sharing Plan (Amended and Restated effective January 1, 2017).


10.10	*	Ingles Markets, Incorporated Investment/Profit Sharing Plan Summary Plan Description.


10.11	*	Amendment to Investment/Profit Sharing Plan to Permit In-Plan Roth Transfers.


10.12	*	Participation Agreement for Milkco, Inc. (Amended and Restated effective January 1, 2017).


101	*	The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended ~~June 24,~~December 30, 2017, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements.



		INGLES MARKETS, INCORPORATED

Date: ~~August 2, 2017~~February 8, 2018		/s/ James W. Lanning
		James W. Lanning
		Chief Executive Officer and President

Date: ~~August 2, 2017~~February 8, 2018		/s/ Ronald B. Freeman
		Ronald B. Freeman
		Vice President-Finance and Chief Financial Officer