Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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 x No ¨

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

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

As of ~~July 29,~~October 21, 2013 the registrant had ~~21,898,253~~21,874,509 outstanding shares of common stock, no par value.

The matters discussed in this Quarterly Report on Form 10-Q, in our press releases and in our website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of Spartan Stores, Inc. and subsidiaries (“Spartan Stores”). These forward-looking statements are identifiable by words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “guidance,” “outlook” or is “confident” that a particular occurrence or event “began,” “will,” “may,” “could,” “should” or “will likely” result or occur, or “appears” to have occurred, or will “continue” in the future, that a development is an “opportunity,” a “priority,” a “strategy,” or “initiative” or similarly stated expectations. Accounting estimates, such as those described under the heading “Critical Accounting Policies” in Part I, Item 2 of this Form 10-Q, are inherently forward-looking. Our asset impairment, restructuring cost provisions and fair value measurements are estimates and actual costs may be more or less than these estimates and differences may be material. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report, release, presentation, or statement.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, Spartan Stores’ Annual Report on Form 10-K for the year ended March 30, 2013 (in particular, you should refer to the discussion of “Risk Factors” in Item 1A of our Annual Report on Form 10-K) and other periodic reports filed with the Securities and Exchange Commission, there are many important factors that could cause actual results to differ materially. Our ability to maintain and improve our retail-store performance; assimilate acquired stores or merged businesses; maintain or grow sales; respond successfully to competitors, the weak economic environment or changing consumer behavior; maintain or increase gross margin; anticipate and successfully respond to openings of competitors; maintain or improve customer and supplier relationships; realize expected benefits of new customer relationships or capital investments, new retail ~~banner,~~banners, loyalty ~~program,~~programs, warehouse ~~consolidation,~~consolidations, and store openings; realize growth opportunities; expand our customer base; realize expected synergies; reduce operating costs; generate cash; continue to meet the terms of our debt covenants; continue to pay dividends and repurchase shares; and implement the other programs, initiatives, plans, priorities, strategies, objectives, goals or expectations described in this Quarterly Report, our other reports or presentations, our press releases and our public comments is not certain and will be affected by changes in economic conditions generally or in the markets and geographic areas that we serve, adverse effects of the changing food and distribution industries and other factors including, but not limited to, those discussed below.

Anticipated future sales are subject to competitive pressures from many sources. Our Distribution and Retail businesses compete with many distributors, supercenters, warehouse discount stores, supermarkets and other retail stores selling food and related products, pharmacies and product manufacturers. Future sales will be dependent on the number of retail stores that we own and operate, our ability to retain and add to the retail stores to whom we distribute, competitive pressures in the retail industry generally and our geographic markets specifically, our ability to implement effective new marketing and merchandising programs and unseasonable weather conditions. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes, product prices or service fees.

Our operating and administrative expenses, and as a result, our net earnings and cash flows, may be adversely affected by changes in costs associated with, among other factors: difficulties in the operation of our business segments; future business acquisitions; adverse effects on business relationships with independent retail grocery store customers; difficulties in the retention or hiring of employees; labor stoppages or disputes; business and asset divestitures; increased transportation or fuel costs; current or future lawsuits and administrative proceedings; and losses or financial difficulties of customers or suppliers. Our future costs for pension and postretirement benefit costs may be adversely affected by changes in actuarial assumptions and methods, investment policy, actual investment return, the total amount of lump-sum payments to plan participants which could trigger settlement accounting and the composition of the group of employees and retirees covered, changes in our business that result in a withdrawal liability under multi-employer plans, the actions, contributions and financial condition of other employers who participate in multi-employer plans to which we contribute and the funding levels of these plans. Our future income tax expense, and as a result, our net earnings and cash flows, could be adversely affected by changes in tax laws and related interpretations. Our accounting estimates could change and the actual effects of changes in accounting principles could deviate from our estimates due to changes in facts, assumptions, or acceptable methods and actual results may vary materially from our estimates. Our operating and administrative expenses, net earnings and cash flow could also be adversely affected by changes in our sales mix. Our ongoing cost

reduction initiatives and changes in our marketing and merchandising programs may not be as successful as anticipated. Acts of terrorism, war, natural disaster, fire, accident, and severe weather may adversely affect the availability of and our ability to operate our warehouses and other facilities, and may adversely affect consumer buying behavior, fuel costs, shipping and transportation costs, product cost inflation or deflation and its impact on LIFO expense. General economic conditions and unemployment, particularly in Michigan, government assistance programs, health care reform, or other circumstances beyond our control, may adversely affect consumer buying behavior. A combination of the aforementioned factors, coupled with prolonged general economic weakness, could result in goodwill and other long-lived asset impairment charges.

Our future interest expense and income also may differ from current expectations, depending upon, among other factors: the amount of additional borrowings; changes in our borrowing agreements; changes in the interest rate environment; changes in accounting pronouncements; and changes in the amount of fees received or paid. The availability of our secured loan agreement depends on compliance with the terms of the loan agreement and financial stability of the banking community.

Although Spartan Stores and ~~Nash Finch~~Nash-Finch Company (“Nash-Finch”) have signed a definitive merger agreement, there is no assurance that they will complete the proposed merger. The merger agreement ~~will terminate~~may be terminated if the companies do not receive the necessary approval of Spartan Stores’ shareholders or ~~Nash Finch’s~~Nash-Finch’s stockholders, ~~and government approvals,~~ or if any other conditions to closing are not satisfied. The availability of the loans intended to refinance existing credit facilities of Spartan Stores and ~~Nash Finch~~Nash-Finch in connection with the merger is subject to the satisfaction of certain conditions set forth in the commitment letter relating to such loans, which is not assured and not all of which are within Spartan Stores’ control. Additional risks and uncertainties related to the proposed merger include, but are not limited to, the successful integration of Spartan Stores’ and ~~Nash Finch’s~~Nash-Finch’s business and the combined company’s ability to compete in the highly competitive grocery distribution, retail grocery and military and exchange distribution channels.

This section is intended to provide meaningful cautionary statements. This should not be construed as a complete list of all economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to Spartan Stores or that Spartan Stores currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. We undertake no obligation to update or revise our forward-looking statements to reflect developments that occur or information obtained after the date of this Quarterly Report.


	June 22, 2013			March 30, 2013			September 14, 2013			March 30, 2013
Assets
Current assets
Cash and cash equivalents	$	4,163		$	6,097		$	5,545		$	6,097
Accounts receivable, net		60,087			60,979			59,207			60,979
Inventories, net		135,126			124,657			141,358			124,657
Prepaid expenses		10,037			10,822			9,588			10,822
Other current assets		1,202			1,304			1,325			1,304
Deferred taxes on income		1,558			2,310			1,900			2,310

Total current assets		212,173			206,169			218,923			206,169
Goodwill		246,665			246,840			246,437			246,840
Other, net		64,344			64,532			63,992			64,532
Property and equipment, net		269,109			272,126			268,337			272,126

Total assets	$	792,291		$	789,667		$	797,689		$	789,667

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	129,680		$	120,651		$	137,899		$	120,651
Accrued payroll and benefits		32,311			38,356			31,543			38,356
Accrued income taxes		1,309			6,132			4,059			6,132
Other accrued expenses		24,152			23,784			21,392			23,784
Current maturities of long-term debt and capital lease obligations		3,937			4,067			3,983			4,067

Total current liabilities		191,389			192,990			198,876			192,990
Long-term liabilities
Deferred income taxes		81,226			80,578			80,833			80,578
Postretirement benefits		14,262			14,092			14,598			14,092
Other long-term liabilities		18,905			20,476			17,853			20,476
Long-term debt and capital lease obligations		148,031			145,876			137,981			145,876

Total long-term liabilities		262,424			261,022			251,265			261,022
Commitments and contingencies (Note 5)
Commitments and contingencies (Note 6)
Shareholders’ equity
Common stock, voting, no par value; 50,000 shares authorized; 21,896 and 21,751 shares outstanding		146,468			146,564
Common stock, voting, no par value; 50,000 shares authorized; 21,875 and 21,751 shares outstanding								147,251			146,564
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—			—			—
Accumulated other comprehensive loss		(13,481	)		(13,687	)		(13,275	)		(13,687	)
Retained earnings		205,491			202,778			213,572			202,778

Total shareholders’ equity		338,478			335,655			347,548			335,655

Total liabilities and shareholders’ equity	$	792,291		$	789,667		$	797,689		$	789,667


	12 Weeks Ended						12 Weeks Ended						24 Weeks Ended
	June 22, 2013			June 23, 2012			September 14, 2013			September 15, 2012			September 14, 2013			September 15, 2012
Net sales	$	612,405		$	603,912		$	649,471		$	621,559		$	1,261,876		$	1,225,471
Cost of sales		487,129			482,192			513,175			491,333			1,000,304			973,525

Gross profit		125,276			121,720			136,296			130,226			261,572			251,946
Operating expenses
Selling, general and administrative		114,353			110,007			118,232			110,922			232,585			220,929
Restructuring and asset impairment charges		987			—
Restructuring and asset impairment								—			356			987			356

Total operating expenses		115,340			110,007			118,232			111,278			233,572			221,285
Operating earnings		9,936			11,713			18,064			18,948			28,000			30,661
Other income and expenses
Interest expense		2,265			3,156			2,197			3,071			4,462			6,227
Other, net		(9	)		(48	)		(3	)		(681	)		(12	)		(729	)

Total other income and expenses		2,256			3,108			2,194			2,390			4,450			5,498

Earnings before income taxes and discontinued operations		7,680			8,605			15,870			16,558			23,550			25,163
Income taxes		2,896			2,529			5,755			6,203			8,651			8,732

Earnings from continuing operations		4,784			6,076			10,115			10,355			14,899			16,431
Loss from discontinued operations, net of taxes		(101	)		(73	)		(65	)		(50	)		(166	)		(123	)

Net earnings	$	4,683		$	6,003		$	10,050		$	10,305		$	14,733		$	16,308

Basic earnings per share:
Earnings from continuing operations	$	0.22		$	0.28		$	0.46		$	0.48		$	0.68		$	0.75
Loss from discontinued operations		(0.01	)*		(0.01	)*		—			(0.01	)*		(0.01	)		—	*

Net earnings	$	0.21		$	0.27		$	0.46		$	0.47		$	0.67		$	0.75

Diluted earnings per share:
Earnings from continuing operations	$	0.22		$	0.28		$	0.46		$	0.47		$	0.68		$	0.75
Loss from discontinued operations		(0.01	)*		(0.01	)*		—			—			(0.01	)		—	*

Net earnings	$	0.21		$	0.27		$	0.46		$	0.47		$	0.67		$	0.75

Weighted average shares outstanding:
Basic		21,810			21,853			21,884			21,747			21,847			21,800
Diluted		21,892			21,939			21,977			21,824			21,935			21,880


	12 Weeks Ended					12 Weeks Ended					24 Weeks Ended
	June 22, 2013			June 23, 2012		September 14, 2013			September 15, 2012		September 14, 2013			September 15, 2012
Net earnings	$	4,683		$	6,003	$	10,050		$	10,305	$	14,733		$	16,308
Other comprehensive income, before tax
Recognition of pension and postretirement benefits actuarial loss		336			—		335			—		671			—

Total other comprehensive income, before tax		336			—		335			—		671			—
Income tax related to items of other comprehensive income		(130	)		—		(129	)		—		(259	)		—

Comprehensive income	$	4,889		$	6,003	$	10,256		$	10,305	$	15,145		$	16,308


	Shares Outstanding			Common Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total			Shares Outstanding			Common Stock			Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total
Balance – March 30, 2013		21,751		$	146,564		$	(13,687	)	$	202,778		$	335,655			21,751		$	146,564		$	(13,687	)	$	202,778		$	335,655
Net earnings		—			—			—			4,683			4,683			—			—			—			14,733			14,733
Other comprehensive income		—			—			206			—			206			—			—			412			—			412
Dividends - $0.09 per share		—			—			—			(1,970	)		(1,970	)
Dividends—$0.18 per share																	—			—			—			(3,939	)		(3,939	)
Stock-based employee compensation		—			1,042			—			—			1,042			—			1,790			—			—			1,790
Issuances of common stock and related tax benefit on stock option exercises and bonus plan		7			79			—			—			79			13			95			—			—			95
Issuances of restricted stock and related income tax benefits		210			(50	)		—			—			(50	)		212			(32	)		—			—			(32	)
Cancellations of restricted stock		(72	)		(1,167	)		—			—			(1,167	)		(101	)		(1,166	)		—			—			(1,166	)

Balance – June 22, 2013		21,896		$	146,468		$	(13,481	)	$	205,491		$	338,478
Balance – September 14, 2013																	21,875		$	147,251		$	(13,275	)	$	213,572		$	347,548


	12 Weeks Ended						24 Weeks Ended
	June 22, 2013			June 23, 2012			September 14, 2013			September 15, 2012
Cash flows from operating activities
Net earnings	$	4,683		$	6,003		$	14,733		$	16,308
Loss from discontinued operations		101			73			166			123

Earnings from continuing operations		4,784			6,076			14,899			16,431
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Restructuring and asset impairment charges		987			—			987			356
Convertible debt interest		—			890			—			1,794
Depreciation and amortization		9,424			9,015			18,930			17,564
LIFO expense		764			790			953			1,380
Postretirement benefits expense (income)		37			(52	)
Postretirement benefits expense								264			348
Deferred taxes on income		1,230			3,862			323			6,443
Stock-based compensation expense		1,042			1,366			1,790			2,282
Excess tax benefit on stock compensation		(85	)		(199	)		(107	)		(240	)
Other, net		(16	)		24			(13	)		(632	)
Changes in operating assets and liabilities:
Accounts receivable		784			(2,663	)		1,771			(1,188	)
Inventories		(11,233	)		(33,447	)		(17,654	)		(37,634	)
Prepaid expenses		725			(4,598	)		1,855			(4,124	)
Other assets		91			(194	)		(45	)		2,790
Accounts payable		11,391			20,009			16,989			21,573
Accrued payroll and benefits		(7,794	)		(8,069	)		(8,276	)		(10,210	)
Postretirement benefits		(88	)		(122	)		(139	)		(508	)
Accrued income taxes		(4,768	)		(12,352	)		(2,328	)		(9,763	)
Other accrued expenses and other liabilities		142			476			(3,258	)		(5,767	)

Net cash provided by (used in) operating activities		7,417			(19,188	)
Net cash provided by operating activities								26,941			895
Cash flows from investing activities
Purchases of property and equipment		(9,241	)		(6,544	)		(16,694	)		(21,006	)
Net proceeds from the sale of assets		99			—			115			2,376
Other		(110	)		(52	)		(830	)		276

Net cash used in investing activities		(9,252	)		(6,596	)		(17,409	)		(18,354	)
Cash flows from financing activities
Proceeds from revolving credit facility		133,320			63,283			235,647			181,975
Payments on revolving credit facility		(130,166	)		(43,393	)		(241,599	)		(167,817	)
Share repurchase		—			(10,855	)		—			(11,381	)
Repayment of other long-term debt		(1,130	)		(893	)		(2,028	)		(1,815	)
Financing fees paid		(27	)		(1,260	)		(27	)		(1,260	)
Excess tax benefit on stock compensation		85			199			107			240
Proceeds from exercise of stock options		45			64			151			177
Dividends paid		(1,970	)		(1,680	)		(1,970	)		(1,680	)

Net cash provided by financing activities		157			5,465
Net cash used in financing activities								(9,719	)		(1,561	)
Cash flows from discontinued operations
Net cash used in operating activities		(256	)		(64	)
Net cash (used in) provided by operating activities								(365	)		35

Net cash used in discontinued operations		(256	)		(64	)
Net cash (used in) provided by discontinued operations								(365	)		35

Net decrease in cash and cash equivalents		(1,934	)		(20,383	)		(552	)		(18,985	)
Cash and cash equivalents at beginning of period		6,097			26,476			6,097			26,476

Cash and cash equivalents at end of period	$	4,163		$	6,093		$	5,545		$	7,491

The accompanying unaudited Condensed Consolidated Financial Statements (the “financial statements”) include the accounts of Spartan Stores, Inc. and its subsidiaries (“Spartan Stores”). All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of Spartan Stores as of ~~June 22,~~September 14, 2013, and the results of its operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU No. 2012-02 permits an entity to first assess qualitative factors to determine whether certain events and circumstances exist that indicate it is more likely than not that an indefinite-lived intangible asset is impaired. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If as a result of the qualitative assessment it is determined that it is not more likely than not that the indefinite-lived intangible asset is impaired, then Spartan Stores is not required to take further action and calculate the fair value of a reporting unit. ASU No. 2012-02 was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption did not have an impact on the financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting Amounts Reclassified ~~Out~~out of Accumulated Other Comprehensive Income”. ASU No. 2013-02 requires companies to provide additional information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective lines of net income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. This ASU ~~does~~did not change the requirements for reporting net income or other comprehensive income. Because the standard only affects the presentation of comprehensive income and does not affect what is included in comprehensive income, this standard did not have a material effect on Spartan Stores’ consolidated financial statements.

On July 21, 2013, Spartan Stores entered into an Agreement and Plan of Merger providing for the merger of Nash-Finch Company with and into a wholly-owned subsidiary of Spartan Stores. At July 22, 2013, the date of the public announcement, the all-stock merger transaction had a preliminary value of approximately $1.3 billion, including existing net debt at each company. Under the terms of the transaction, which has been unanimously approved by the boards of directors of both companies, the merger is expected to be a tax-free exchange. Nash-Finch shareholders will receive a fixed ratio of 1.20 shares of Spartan Stores common stock for each share of Nash-Finch common stock they own. Consummation of the Agreement and Plan of Merger is subject to various conditions, including, among other things, the approval by Spartan Stores shareholders and Nash-Finch Company stockholders which will be submitted for consideration by proxy vote on November 18, 2013. Upon closing, which is expected shortly after the shareholder vote, Spartan Stores shareholders will own approximately 57.7% of the equity of the combined company and the former Nash-Finch shareholders will own approximately 42.3%. Additional information regarding this merger can be found in Spartan Stores’ Registration Statement on Form S-4 filed on August 20, 2013, as amended through October 10, 2013.

On or about July 24, 2013, a putative class action complaint was filed in the District Court for the Fourth Judicial District, State of Minnesota, County of Hennepin, by a stockholder of Nash-Finch in connection with the pending transaction. The action is styledGreenblatt v. Nash-Finch Co. et al., Case No. 27-cv-13-13710. That complaint was amended on August 28, 2013 after Spartan Stores’ registration statement was filed with the SEC. On September 9, 2013, the defendants filed motions to dismiss the complaint, which are currently pending before the court. On or about September 19, 2013, a second putative class action complaint was filed in the United States District Court for the District of Minnesota, by a stockholder of Nash-Finch. The action is styledBenson v. Covington et al.,Case No. 0:13-cv-02574. The lawsuits allege that the directors of Nash-Finch breached their fiduciary duties by, among other things, approving a merger that provides for inadequate consideration under circumstances involving certain alleged conflicts of interest; that the merger agreement includes allegedly preclusive deal protection provisions; and that Nash-Finch and Spartan Stores allegedly aided and abetted the directors in breaching their duties to Nash-Finch’s stockholders. Both complaints also allege that the preliminary joint proxy statement/prospectus was false and misleading due to the omission of a variety of allegedly material information. The complaint in theBenson action also asserts additional claims individually on behalf of the plaintiff under the federal securities laws. The actions seek, on behalf of their putative classes, various remedies, including enjoining the merger from being consummated in accordance with its agreed-upon terms, damages, and costs and disbursements relating to the lawsuit.

Restructuring and asset impairment charges ~~for the first quarter of fiscal 2014~~ included in the Condensed Consolidated Statements of Earnings consisted of an asset impairment charge of approximately $1.0 million incurred in the first quarter of fiscal 2014 and $0.4 million incurred in the second quarter of fiscal 2013 for an underperforming ~~store~~stores and a fuel center in the Retail segment.

The following table provides the activity of restructuring costs for the 1224 weeks ended ~~June 22,~~September 14, 2013. Accrued restructuring costs recorded in the Condensed Consolidated Balance Sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on when the obligations are expected to be paid.


(In thousands)
Balance at March 30, 2013	$	7,975		$	7,975
Changes in estimates		(206	)(a)		(433	)(a)
Accretion expense		70			135
Payments		(443	)		(1,188	)

Balance at June 22, 2013	$	7,396
Balance at September 14, 2013				$	6,489

Included in the liability are lease obligations recorded at the present value of future minimum lease payments, calculated using a risk-free interest rate, and related ancillary costs from the date of closure to the end of the remaining lease term, net of estimated sublease income.

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term nature of these financial instruments. At ~~June 22,~~September 14, 2013 and March 30, 2013 the estimated fair value and the book value of our debt instruments were as follows:


(In thousands)	June 22, 2013		March 30, 2013		September 14, 2013		March 30, 2013
Book value of debt instruments:
Current maturities of long-term debt and capital lease obligations	$	3,937	$	4,067	$	3,983	$	4,067
Long-term debt and capital lease obligations		148,031		145,876		137,981		145,876

Total book value of debt instruments		151,968		149,943		141,964		149,943
Fair value of debt instruments		154,321		152,758		144,061		152,758

Excess of fair value over book value	$	2,353	$	2,815	$	2,097	$	2,815

The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (level 2 valuation techniques described below).

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entities own assumptions about the assumptions that market participants would use in pricing.

Various lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against Spartan Stores. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in a material effect on the consolidated financial position, operating results or liquidity of Spartan Stores. See Note 3 regarding a class action claim related to the merger with Nash-Finch Company.

Spartan Stores contributes to the Teamsters Central States multi-employer pension plan based on obligations arising from its collective bargaining agreement covering its warehouse union associates. This plan provides retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in

trust for that purpose. Trustees are appointed by employers and unions; however, Spartan Stores is not a trustee. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plan. Spartan Stores will continue contributions to the Central States, Southeast and Southwest Areas Pension Fund under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan. This schedule requires an increase in employer contributions of 4% over the previous year’s contribution in fiscal years ~~2014 -~~ 2014—2016.

Based on the most recent information available to Spartan Stores, we believe that the present value of actuarial accrued liabilities in this multi-employer plan significantly exceeds the value of the assets held in trust to pay benefits. Because we are one of a number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the underfunding would be, although we anticipate that our contributions to this plan will continue to increase each year. Spartan believes that funding levels have not changed significantly since ~~year-end.~~the end of fiscal year 2013. To reduce this under funding we expect meaningful increases in expense as a result of required incremental multi-employer pension plan contributions ~~over~~in the ~~years.~~future. Any adjustment for withdrawal liability will be recorded ~~when~~if it isbecomes probable that a liability exists and can be reasonably determined.

The following table provides the components of net periodic pension and postretirement benefit costs for the ~~first quarter~~second quarters ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012:


(In thousands)
12 Weeks Ended	Pension Benefits						SERP Benefits				Postretirement Benefits
	June 22, 2013			June 23, 2012			June 22, 2013		June 23, 2012		June 22, 2013			June 23, 2012			Pension Benefits						SERP Benefits				Postretirement Benefits
(In thousands) 12 Weeks Ended																	Sept. 14, 2013			Sept. 15, 2012			Sept. 14, 2013		Sept. 15, 2012		Sept. 14, 2013			Sept. 15, 2012
Service cost	$	—		$	—		$	—	$	—	$	60		$	45		$	—		$	—		$	—	$	—	$	59		$	45
Interest cost		517			597			7		10		87			93			518			597			8		10		90			93
Expected return on plan assets		(944	)		(1,038	)		—		—		—			—			(945	)		(1,038	)		—		—		—			—
Amortization of prior service cost		—			—			—		—		(12	)		(13	)		—			—			—		—		(14	)		(12	)
Recognized actuarial net loss		300			295			7		7		41			32			301			295			7		7		41			31

Net periodic (benefit) cost	$	(127	)	$	(146	)	$	14	$	17	$	176		$	157		$	(126	)	$	(146	)	$	15	$	17	$	176		$	157

No contributions have been made to the pension plan in fiscal 2014. No further contribution payments are required to be made in fiscal 2014 to meet the minimum pension funding requirements.

As previously stated in Note 5,6, Spartan Stores contributes to the Central States, Southeast and Southwest Areas Pension Fund (“Fund”) (EIN 7456500) at a pro rata fraction of 1% of total contributions. Spartan ~~Store’s~~Stores’ employer contributions during fiscal 2013 totaled $8.2 million, which Fund administrators represent is less than 5% of total employer contributions to the Fund. Spartan Stores’ employer contributions for the twenty-four weeks ended September 14, 2013 and September 15, 2012 were $4.0 million and $3.7 million, respectively.

Spartan Stores reports comprehensive income or loss in accordance with ASU 2012-13, “Comprehensive Income,” in the financial statements. Total comprehensive income is defined as all changes in shareholders’ equity during a period, other than those resulting from investments by and distributions to shareholders. Generally, for Spartan Stores, total comprehensive income equals net earnings plus or minus adjustments for pension and other postretirement benefits.

While total comprehensive income is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. For Spartan Stores, AOCI is the cumulative balance related to pension and other postretirement benefits.

During the ~~first~~second quarter of fiscal 2014, ~~$0.3~~$0.2 million was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which ~~$0.2~~$0.3 million increased selling, general and administrative expenses and $0.1 million reduced income taxes. For the year-to-date period ended September 14, 2013 $0.4 million was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which $0.7 million increased selling, general and administrative expenses and $0.3 million reduced income taxes.

The effective income tax rate was ~~37.7%~~36.3% and ~~29.4%~~37.5% for the ~~first~~second quarter of fiscal 2014 and 2013, respectively. For the year-to-date period and prior year-to-date period the effective income tax rate was 36.7% and 34.7%, respectively. The difference from the second quarter of fiscal 2014 and 2013 and the fiscal 2014 year-to-date Federal statutory rate ~~for fiscal 2014~~ was due primarily to state income taxes , partially offset by tax credits. The difference from the fiscal 2013 year-to-date Federal statutory rate ~~for fiscal 2013~~ was primarily the result of changes to the state of Michigan tax laws. Income tax expense in the first quarter of fiscal 2013 includes a $0.7 million after-tax benefit due to these changes. Excluding this item the effective tax rate was 37.6%. The fiscal 2014 effective income tax rate could be adversely affected pending the final determination of the tax deductibility of merger related expenses.

Spartan Stores has two shareholder-approved stock incentive plans that provide for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based awards to directors, officers and other key associates.

Spartan Stores accounts for stock-based compensation awards in accordance with the provisions of ASC Topic 718 which requires that share-based payment transactions be accounted for using a fair value method and the related compensation cost recognized in the condensed consolidated financial statements over the period that an employee is required to provide services in exchange for the award. Spartan Stores recognized stock-based compensation expense (net of tax) of ~~$0.7~~$0.5 million ($0.02 per diluted share) and $0.6 million ($0.03 per diluted share) ~~and $0.8 million ($0.04 per diluted share)~~ for the ~~first~~second quarters ~~ended June 22,~~of fiscal 2014 and 2013, ~~and June 23, 2012,~~ respectively, as a component of Operating expenses and Income taxes in the Condensed Consolidated Statements of Earnings. Stock-based compensation expense (net of tax) was $1.1 million ($0.05 per diluted share) and $1.4 million ($0.06 per diluted share) for the year-to-date period ended September 14, 2013 and September 15, 2012, respectively.

The following table summarizes activity in the share-based compensation plans for the ~~first quarters~~year-to-date period ended ~~June 22,~~September 14, 2013:


	Shares Under Options			Weighted Average Exercise Price		Restricted Stock Awards			Weighted Average Grant-Date Fair Value		Shares Under Options			Weighted Average Exercise Price		Restricted Stock Awards			Weighted Average Grant-Date Fair Value
Outstanding at March 30, 2013		653,471		$	18.82		546,182		$	16.59		653,471		$	18.82		546,182		$	16.59
Granted		—			—		210,708			17.65		—			—		211,239			17.66
Exercised/Vested		(3,625	)		2.32		(225,600	)		16.94		(8,833	)		8.84		(225,600	)		16.94
Cancelled/Forfeited		(2,750	)		2.29		—			—		(36,943	)		16.89		(28,954	)		16.94

Outstanding at June 22, 2013		647,096		$	18.98		531,290		$	16.86
Outstanding at September 14, 2013												607,695		$	19.08		502,867		$	16.86

Vested and expected to vest in the future at June 22, 2013		647,096		$	18.98
Vested and expected to vest in the future at September 14, 2013												607,695		$	19.08

Exercisable at June 22, 2013		647,096		$	18.98
Exercisable at September 14, 2013												607,695		$	19.08

There were no stock options granted during the ~~first quarters~~year-to-date periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012.

As of ~~June 22,~~September 14, 2013, total unrecognized compensation cost related to non-vested share-based awards granted under our stock incentive plans was ~~$8.1~~$6.9 million for restricted stock. The remaining compensation costs not yet recognized are expected to be recognized over a weighted average period of ~~2.7~~2.6 years for restricted stock. All compensation costs related to stock options ~~has~~have been recognized.

Results of the discontinued operations are excluded from the accompanying notes to the condensed consolidated financial statements for all periods presented, unless otherwise noted. There were no operations that were reclassified to discontinued operations during the ~~first~~second quarter of fiscal 2014.

Non-cash financing activities include the issuance of restricted stock to employees and directors of $3.7 million and $3.8 million for the ~~first quarters~~year-to-date periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012, respectively. Non-cash investing activities include capital expenditures recorded in current liabilities of ~~$1.2~~$1.9 million and ~~$4.0~~$1.3 million for the year-to-date periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012, respectively. In the first quarter ~~ended June 23, 2012, Spartan Stores~~of fiscal 2013 the Company entered into capital lease agreements totaling $2.8 million.

The following tables set forth information about Spartan Stores by operating segment:


(In thousands)	Distribution		Retail		Total		Distribution		Retail		Total
12 Weeks Ended June 22, 2013
12 Weeks Ended September 14, 2013
Net sales	$	258,574	$	353,831	$	612,405	$	271,385	$	378,086	$	649,471
Inter-segment sales		150,760		—		150,760		160,998		—		160,998
Depreciation and amortization		2,094		7,397		9,491		2,107		7,466		9,573
Operating earnings		5,693		4,243		9,936		8,000		10,064		18,064
Capital expenditures		2,742		6,499		9,241		2,519		4,934		7,453
12 Weeks Ended June 23, 2012
12 Weeks Ended September 15, 2012
Net sales	$	258,348	$	345,564	$	603,912	$	259,242	$	362,317	$	621,559
Inter-segment sales		149,624		—		149,624		155,658		—		155,658
Depreciation and amortization		1,959		6,711		8,670		1,972		6,833		8,805
Operating earnings		7,822		3,891		11,713		10,849		8,099		18,948
Capital expenditures		1,430		5,114		6,544		2,052		12,410		14,462
24 Weeks Ended September 14, 2013
Net sales							$	529,959	$	731,917	$	1,261,876
Inter-segment sales								311,758		—		311,758
Depreciation and amortization								4,201		14,863		19,064
Operating earnings								13,693		14,307		28,000
Capital expenditures								5,261		11,433		16,694
24 Weeks Ended September 15, 2012
Net sales							$	517,590	$	707,881	$	1,225,471
Inter-segment sales								305,282		—		305,282
Depreciation and amortization								3,931		13,544		17,475
Operating earnings								18,671		11,990		30,661
Capital expenditures								3,482		17,524		21,006


	June 22, 2013		March 30, 2013		September 14, 2013		March 30, 2013
Total assets
Distribution	$	262,650	$	254,326	$	270,938	$	254,326
Retail		524,306		529,840		521,251		529,840
Discontinued operations		5,335		5,501		5,500		5,501

Total	$	792,291	$	789,667	$	797,689	$	789,667


	12 Weeks Ended								12 Weeks Ended								24 Weeks Ended
(Dollars in thousands)	June 22, 2013				June 22, 2012				September 14, 2013				September 15, 2012				September 14, 2013				September 15, 2012
Non-perishables⁽¹⁾	$	296,441	48.4	%	$	292,696	48.5	%	$	318,204	49.0	%	$	306,425	49.3	%	$	614,645	48.7	%	$	599,121	48.9	%
Perishables⁽²⁾		222,891	36.4			219,656	36.4			236,934	36.5			224,095	36.1			459,825	36.5			443,751	36.2
Pharmacy		47,866	7.8			49,761	8.2			49,674	7.6			47,866	7.7			97,540	7.7			97,627	8.0
Fuel		45,207	7.4			41,799	6.9			44,659	6.9			43,173	6.9			89,866	7.1			84,972	6.9

Consolidated net sales	$	612,405	100	%	$	603,912	100	%	$	649,471	100	%	$	621,559	100	%	$	1,261,876	100	%	$	1,225,471	100	%

Spartan Stores holds variable universal life insurance policies on certain key associates. The company-owned policies have annual premium payments of $0.8 million. The net cash surrender value of approximately $3.3 million and ~~$2.4~~$2.5 million at ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012, respectively, is recorded on the balance sheet in Other Long-term Assets. These policies have an aggregate amount of life insurance coverage of approximately $15 million.

On July 21, 2013, Spartan Stores entered into an Agreement and Plan of Merger providing for the merger of Spartan Stores and Nash Finch Company. Additional information regarding this merger can be found in Spartan Stores’ Form 8-K Current Report filed on July 22, 2013.

On July 24, 2013 a class action suit was commenced in Minnesota state court by Gordon Greenblatt against Nash-Finch Company, its board of directors, and Spartan Stores, Inc. The suit claims that the Nash-Finch board breached their fiduciary duties by approving the merger transaction, and asserts that Spartan Stores aided and abetted this asserted breach of fiduciary duty. The suit seeks an injunction against consummation of the merger, as well as an order that the defendants be directed to repay to Nash-Finch all damages it has incurred by virtue of the asserted breaches of fiduciary duty.

~~ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Spartan Stores is a leading regional grocery distributor and grocery retailer, operating principally in Michigan, Indiana and Ohio.

We operate two reportable business segments: Distribution and Retail. Our Distribution segment provides a full line of grocery, general merchandise, health and beauty care, frozen and perishable items to approximately ~~390~~380 independently owned grocery locations and our ~~102~~101 corporate owned stores. Our Retail segment operates ~~102~~101 retail supermarkets in Michigan includingD&W Fresh Markets, Family Fare Supermarkets,Glen’s Markets, VG’s Food and Pharmacy, Forest Hills Foodsand Valu Land.In addition, our retail segment operates 30 fuel centers/convenience stores, generally adjacent to our supermarket locations. Our retail supermarkets have a “neighborhood market” focus to distinguish them from supercenters.

Our sales and operating performance vary with seasonality. Our first and fourth quarters are typically our lowest sales quarters and therefore operating results are generally lower during these two quarters. Additionally, these two quarters can be affected by the timing of the Easter holiday, which results in a strong sales period. Many northern Michigan stores are dependent on tourism, which is affected by the economic environment and seasonal weather patterns, including, but not limited to, the amount and timing of snowfall during the winter months and the range of temperature during the summer months. Typically all quarters are 12 weeks, except for our third quarter, which is 16 weeks and includes the Thanksgiving and Christmas holidays.

The following table sets forth items from our Condensed Consolidated Statements of Earnings as a percentage of net sales and the year-to-year percentage change in dollar amounts:


										Percentage of Net Sales												Percentage Change
										12 Weeks Ended						24 Weeks Ended						12 Weeks Ended			24 Weeks Ended
(Unaudited)	Percentage of Net Sales						Percentage Change			Sept. 14, 2013			Sept. 15, 2012			Sept. 14, 2013			Sept. 15, 2012			Sept. 14, 2013			Sept. 15, 2012
	June 22, 2013			June 23, 2012			Fiscal 2013 / Fiscal 2012
Net sales		100.00			100.0			1.4			100.0			100.0			100.0			100.0			4.5			3.0
Gross margin		20.5			20.1	*		2.9			21.0			21.0			20.7			20.6			4.7			3.8
Selling, general and administrative expenses		18.7			18.2			4.0			18.2			17.9	*		18.4			18.1	*		6.6			5.3
Restructuring and asset impairment		0.2			—				**		—			0.1			0.1			0.0				**			**

Operating earnings		1.6			1.9			(15.2	)		2.8			3.0			2.2			2.5			(4.7	)		(8.7	)
Other income and expenses		0.3	*		0.5			(27.4	)		0.4	*		0.3	*		0.3	*		0.4			(8.2	)		(19.1	)

Earnings before income taxes and discontinued operations		1.3			1.4			(10.8	)		2.4			2.7			1.9			2.1			(4.2	)		(6.4	)
Income taxes		0.5			0.4			14.5			0.8	*		1.0			0.7			0.8	*		(7.2	)		(0.9	)

Earnings from continuing operations		0.8			1.0			(21.3	)		1.6			1.7			1.2			1.3			(2.3	)		(9.3	)
Earnings from discontinued operations, net of taxes		0.0			0.0				**
Loss from discontinued operations, net of taxes											(0.1	)*		(0.0	)		(0.0	)		(0.0	)			**			**

Net earnings		0.8			1.0			(22.0	)		1.5			1.7			1.2			1.3			(2.5	)		(9.7	)

Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of all of its retail stores and wholesale operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted operating earnings is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted operating earnings format.

Adjusted operating earnings is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for operating earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of Operating earnings to adjusted operating earnings for the ~~first quarters~~twelve and twenty-four week periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012.


(Unaudited) (In thousands)	12 Weeks Ended June 22, 2013		12 Weeks Ended June 23, 2012		12 weeks Ended Sept. 14, 2013		12 weeks Ended Sept. 15, 2012		24 weeks Ended Sept. 14, 2013		24 weeks Ended Sept. 15, 2012
Operating earnings	$	9,936	$	11,713	$	18,064	$	18,948	$	28,000	$	30,661
Add:
Professional fees related to tax planning						—		—		—		108
Asset impairment and restructuring charges		987		—		—		356		987		356
Professional fees related to merger transaction		1,836		—
Professional fees related to tax planning		—		108
Expenses related to merger transaction						3,638		—		5,474		—

Adjusted operating earnings	$	12,759	$	11,821	$	21,702	$	19,304	$	34,461	$	31,125


Reconciliation of operating earnings to adjusted operating earnings by segment:

Retail:
Operating earnings	$	4,243	$	3,891	$	10,064	$	8,099	$	14,307	$	11,990
Add:
Asset impairment and restructuring charges		987		—		—		356		987		356

Adjusted operating earnings	$	5,230	$	3,891	$	10,064	$	8,455	$	15,294	$	12,346


Distribution:
Operating earnings	$	5,693	$	7,822	$	8,000	$	10,849	$	13,693	$	18,671
Add:
Professional fees related to merger transaction		1,836		—
Professional fees related to tax planning		—		108		—		—		—		108
Expenses related to merger transaction						3,638		—		5,474		—

Adjusted operating earnings	$	7,529	$	7,930	$	11,638	$	10,849	$	19,167	$	18,779

Adjusted earnings from continuing operations is a non-GAAP operating financial measure that we define as earnings from continuing operations plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

We believe that adjusted earnings from continuing operations ~~provides~~provide a meaningful representation of our operating performance for the Company. We consider adjusted earnings from continuing operations as an additional way to measure operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating performance of all of our retail stores and wholesale operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. We believe that adjusted earnings from continuing operations provides useful information for our investors because it is a performance measure that management uses

to allocate resources, assess performance against its peers and evaluate overall performance. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with us request our operating financial results in adjusted earnings from continuing operations format.

Adjusted earnings from continuing operations is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. Our definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of Earnings from continuing operations to adjusted earnings from continuing operations for the ~~first quarters~~twelve and twenty-four week periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012.


(Unaudited) (In thousands, except per share data)	First Quarter
											12 Weeks Ended						12 Weeks Ended
	June 22, 2013				June 23, 2012						September 14, 2013						September 15, 2012
	Earnings from continuing operations		Earnings from continuing operations per diluted share		Earnings from continuing operations			Earnings from continuing operations per diluted share			Earnings from continuing operations			Earnings per diluted share			Earnings from continuing operations			Earnings per diluted share
Earnings from continuing operations	$	4,784	$	0.22	$	6,076		$	0.28		$	10,115		$	0.46		$	10,355		$	0.47
Adjustments, net of taxes:
Restructuring and asset impairment charges		615		0.03		—			—
Professional fees related to merger transaction		1,144		0.05		—			—
Asset impairment and restructuring charges												—			—			223			0.01
Expenses related to the merger transaction												2,264			0.10			—			—
Gain on sale of assets												—			—			(418	)		(0.01	)*
Favorable settlement of unrecognized tax liability												(238	)		(0.01	)

Adjusted earnings from continuing operations											$	12,141		$	0.55		$	10,160		$	0.47


* includes rounding

											24 Weeks Ended						24 Weeks Ended
											September 14, 2013						September 15, 2012
											Earnings from continuing operations			Earnings per diluted share			Earnings from continuing operations			Earnings per diluted share
Earnings from continuing operations											$	14,899		$	0.68		$	16,431		$	0.75
Adjustments, net of taxes:
Asset impairment and restructuring charges												614			0.03			223			0.01
Expenses related to the merger transaction												3,407			0.15			—			—
Gain on sale of assets												—			—			(418	)		(0.02	)
Favorable settlement of unrecognized tax liability												(238	)		(0.01	)		—			—
Impact of state tax law changes*		—		—		(642	)		(0.03	)		—			—			(642	)		(0.03	)

Adjusted earnings from continuing operations	$	6,543	$	0.30	$	5,434		$	0.25		$	18,682		$	0.85		$	15,594		$	0.71
																		��

Consolidated Adjusted EBITDA is a non-GAAP operating financial measure that we define as net earnings from continuing operations plus depreciation and amortization, and other non-cash items including imputed interest, deferred (stock) compensation, the LIFO provision, as well as adjustments for items that do not reflect our ongoing operating activities and costs associated with the closing of operational locations, interest expense and the provision for income taxes to the extent deducted in the computation of Net Earnings.

We believe that Adjusted EBITDA provides a meaningful representation of our operating performance for Spartan Stores as a whole and for our operating segments. We consider Adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of our retail stores and wholesale operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because Adjusted EBITDA is a performance measure that management uses to allocate resources, assess performance against its peers, and evaluate overall performance, we believe it provides useful information for our investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with us request our operating financial results in Adjusted EBITDA format.

Adjusted EBITDA is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. Our definition of Adjusted EBITDA may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings to Adjusted EBITDA for the ~~first quarters~~twelve and twenty-four week periods ended ~~June 22,~~September 14, 2013 and ~~June 23,~~September 15, 2012.


	First Quarter						Twelve Weeks Ended						Twenty-four Weeks Ended
(In thousands)	June 23, 2013			June 22, 2012			September 14, 2013			September 15, 2012			September 14, 2013			September 15, 2012
Net earnings	$	4,683		$	6,003		$	10,050		$	10,305		$	14,733		$	16,308
Add:
Discontinued operations		101			73			65			50			166			123
Income taxes		2,896			2,529			5,755			6,203			8,651			8,732
Interest expense		2,265			3,156			2,197			3,071			4,462			6,227
Non-operating expense		(9	)		(48	)		(3	)		(681	)		(12	)		(729	)

Operating earnings		9,936			11,713			18,064			18,948			28,000			30,661
Add:
Depreciation and amortization		9,491			8,670			9,573			8,805			19,064			17,475
LIFO expense		764			790			189			590			953			1,380
Restructuring and asset impairment charges		987			—			—			356			987			356
Professional fees related to merger transaction		1,836			—
Non-cash stock compensation and other		803			1,469
Expenses related to merger transaction								3,638			—			5,474			—
Non-cash stock compensation and other charges								449			292			1,252			1,761

Adjusted EBITDA	$	23,817		$	22,642		$	31,913		$	28,991		$	55,730		$	51,633

Reconciliation of operating earnings to adjusted EBITDA by segment:
Retail:
Operating earnings	$	4,243		$	3,891
Add:
Depreciation and amortization		7,397			6,711
LIFO expense		425			424
Restructuring and asset impairment charges		987			—
Non-cash stock compensation and other		385			770

Adjusted EBITDA	$	13,437		$	11,796

Distribution:
Operating earnings	$	5,693		$	7,822
Add:
Depreciation and amortization		2,094			1,959
LIFO expense		339			366
Professional fees related to merger transaction		1,836			—
Non-cash stock compensation and other		418			699

Adjusted EBITDA	$	10,380		$	10,846

Net Sales –Net sales for the quarter ended ~~June 22,~~September 14, 2013 (“~~first~~second quarter”) increased ~~$8.5~~$27.9 million, or ~~1.4%~~4.5%, from ~~$603.9~~$621.6 million in the quarter ended ~~June 23,~~September 15, 2012 (“prior year ~~first~~second quarter”) to ~~$612.4~~$649.5 million. Net sales for the year-to-date period ended September 14, 2013 (“year-to-date”) increased $36.4 million, or 3.0%, from $1,225.5 million in the prior year-to-date period ended September 15, 2012 (“prior year-to-date”) to $1,261.9 million.

Net sales for the ~~first~~second quarter in our Retail segment increased ~~$8.2~~$15.8 million, or ~~2.4%~~4.4%, from ~~$345.6~~$362.3 million in the prior year ~~first~~second quarter to ~~$353.8~~$378.1 million.

Net sales for the year-to-date period increased $24.0 million, or 3.4%, from $707.9 million in the prior year-to-date period to $731.9 million. The ~~first~~second quarter increase was primarily due to the impact from an acquisition of a single store and adjacent fuel center late in the third quarter of fiscal 2013, newValu Land store openings and ~~higher~~an increase in comparable store sales of 0.2%, excluding fuel, partially offset by lower retail fuel ~~prices,~~prices. The year-to-date increase was primarily due to the impact from the aforementioned acquisition and newValu Land store openings, partially offset by a decrease in comparable store sales, excluding fuel, of ~~2.9%, excluding fuel.~~1.3%. Comparable store sales were negatively impacted ~~by 90 basis points~~in the first quarter of fiscal 2014 due to the calendar shift of the Easter holiday selling week out of the first quarter of fiscal 2014 and into the fourth quarter of fiscal 2013, the cycling of the launch of the price-freeze campaign in the prior year first quarter, unseasonably ~~cold weather in the first quarter compared to unseasonably~~ warm weather in the prior fiscal year ~~first quarter~~ and the continued conversion from branded to generic drugs in our pharmacy ~~operations~~operations. We define a retail store as comparable when it is in operation for 14 periods (a period is four weeks), and we include remodeled, expanded and relocated stores in comparable stores.

Net sales for the ~~first~~second quarter in our Distribution segment increased ~~$0.3~~$12.2 million, or ~~0.1%~~4.7%, from ~~$258.3~~$259.2 million in the prior year ~~first~~second quarter to ~~$258.6~~$271.4 million. Net sales for the current year-to-date period increased $12.4 million, or 2.4%, from $517.6 million in the prior year-to-date period to $530.0 million. The ~~slight first~~second quarter increase was primarily due to net new business of ~~$8.1~~$7.0 million and higher sales to existing independent customers, partially offset by the elimination of sales to a store acquired from a former ~~customer~~customer. The year-to-date increase was primarily due to net new business of $12.9 million and ~~lower~~higher sales to existing independent ~~customers. Sales were negatively impacted~~customers, partially offset by the ~~calendar shift~~elimination of ~~the Easter holiday selling week out of the first quarter of fiscal 2014 and into the fourth quarter of fiscal 2013 by approximately $1.0 million.~~sales to a store acquired from a former customer.

Gross Profit – Gross profit represents sales less cost of sales, which include purchase costs and vendor allowances. Vendor allowances that relate to our buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for our merchandising costs, such as setting up warehouse infrastructure. Vendor allowances associated with product cost are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms.

Gross profit for the ~~first~~second quarter increased ~~$3.6~~$6.1 million, or ~~2.9%~~4.7%, from ~~$121.7~~$130.2 million in the prior year ~~first~~second quarter to ~~$125.3~~$136.3 million. As a percent of net sales, gross ~~margin~~profit was 21.0% for the ~~first~~second quarter and the prior year second quarter. Gross profit for the year-to-date period increased $9.7 million, or 3.8%, from $251.9 million in the prior year-to-date period to $261.6 million. As a percent of net sales, gross profit for the year-to-date period increased to ~~20.5%~~20.7% from ~~20.1%~~20.6%. The year-to-date increased gross profit rate ~~was primarily the result of improvement~~reflects slightly improved rates in the retail ~~segment due to the cycling of the launch of the price-freeze campaign in the prior year.~~and distribution segments.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and wages, employee benefits, warehousing costs, store occupancy costs, shipping and handling, utilities, equipment rental, depreciation and other administrative costs.

SG&A expenses for the ~~first~~second quarter increased ~~$4.4~~$7.3 million, or ~~4.0%~~6.6%, from ~~$110.0~~$110.9 million in the prior year ~~first~~second quarter to ~~$114.4~~$118.2 million. As a percent of net sales, SG&A expenses were ~~18.7%~~18.2% for the ~~first~~second quarter compared to ~~18.2%~~17.8% in the prior year ~~first~~second quarter. SG&A expenses for the year-to-date period increased $11.7 million, or 5.3%, from $220.9 million in the prior year-to-date period to $232.6 million. As a percent of net sales, SG&A expenses were 18.4% for the current year-to-date period compared to 18.0% in the prior year-to-date period. The dollar increase in the second quarter was primarily due ~~primarily~~ to ~~$1.8~~$3.6 million in ~~professional fees~~expenses related to the previously disclosed merger transaction, increased incentive compensation ~~health care inflation,~~of $1.4 million, higher retail store labor of $1.2 million due to higher sales, ~~and~~ increased depreciation and amortization expense of $0.8 million due to our capital investment ~~plan.~~plan and health care costs of $0.5 million. The increase as a percent of sales was primarily due to the merger related ~~professional fees,~~expenses and increased incentive compensation expense, ~~health care and depreciation and amortization expense.~~partially offset by improved fixed cost leverage. Excluding the ~~$1.8~~$3.6 million in merger related ~~professional fees,~~expenses, SG&A expenses for the ~~first~~second quarter increased ~~$2.5~~$3.7 million, or ~~2.3%~~3.3%, from ~~$110.0~~$110.9 million in the prior year ~~first~~second quarter to ~~$112.5~~$114.6 million and as a percent of sales, SG&A expenses were ~~18.4%~~17.6% for the ~~first~~second quarter compared to ~~18.2%~~17.8% in the prior year ~~first~~second quarter. The dollar increase in the year-to-date period SG&A expenses was primarily due to $5.5 million in expenses related to the previously disclosed merger transaction, increased incentive compensation of $2.0 million, higher retail store labor of $1.6 million due to higher sales, increased depreciation and amortization expense of $1.6 million due to our capital investment plan and health care inflation of $0.9 million. The increase as a percent of sales was primarily due to the merger related expenses. Excluding the $5.5 million in merger related expenses SG&A expenses for the year-to-date period increased $6.2 million, or 2.8%, from $220.9 million in the prior year-to-date period to $227.1 million and as a percent of sales, SG&A expenses were 18.0% in the current year-to-date period and the prior year-to-date period.

Restructuring and Asset Impairment –~~Restructuring~~The current year-to-date restructuring and asset impairment ~~in the first quarter~~ consisted primarily of an asset impairment charge offor an underperforming supermarket and related fuel center. The asset impairment charge was a result of new competition against this store and fuel center and its impact on forecasted financial performance. The prior year second quarter and prior year-to-date restructuring and asset impairment consisted of an asset impairment charge for a supermarket due to the local economic and competitive environment of this store and the impact on its forecasted financial performance.

Interest Expense – Interest expense decreased $0.9 million, or ~~28.2%~~28.5%, from ~~$3.2~~$3.1 million in the prior year ~~first~~second quarter to ~~$2.3~~$2.2 million. For the year-to-date period, interest expense decreased $1.7 million, or 28.3%, from $6.2 million to $4.5 million. The decrease in interest expense was due primarily to the repurchase of the Convertible Senior Notes in fiscal 2013 and lower average ~~borrowings.~~borrowings in the current fiscal year.

Other, net – Other, net includes a gain on the sale of vacant land of $0.7 million in the prior year second quarter.

Income Taxes – The effective income tax rate was ~~37.7%~~36.3% and ~~29.4%~~37.5% for the ~~first~~second quarter of fiscal 2014 and 2013, respectively. For the year-to-date period and prior ~~year first quarter,~~year-to-date period the effective income tax rate was 36.7% and 34.7%, respectively. The difference from the second quarter of fiscal 2014 and 2013 and the fiscal 2014 year-to-date Federal statutory rate ~~in the first quarter~~ was due primarily ~~due~~ to state income taxes, partially offset by tax credits. The difference from the fiscal 2013 year-to-date Federal statutory rate ~~for the prior year first quarter~~ was primarily the result of changes to the state of Michigan tax laws. ~~The prior year~~Income tax expense in the first quarter ~~income tax expense~~of fiscal 2013 includes a $0.7 million after-tax benefit due to these changes. Excluding this item the effective tax rate ~~for the prior year first quarter~~ was 37.6%.

Certain of our retail and grocery distribution operations have been recorded as discontinued operations. Results of the discontinued operations are excluded from the accompanying notes to the condensed consolidated financial statements for all periods presented, unless otherwise noted.

The following table summarizes our consolidated statements of cash flows for the ~~first quarter and prior year first quarter:~~twenty-four week periods ended:


(In thousands)	June 22, 2013			June 23, 2012			September 14, 2013			September 15, 2012
Net cash provided by (used in) operating activities	$	7,417		$	(19,188	)
Net cash provided by operating activities							$	26,941		$	895
Net cash used in investing activities		(9,252	)		(6,596	)		(17,409	)		(18,354	)
Net cash provided by financing activities		157			5,465
Net cash used in discontinued operations		(256	)		(64	)
Net cash used in financing activities								(9,719	)		(1,561	)
Net cash (used in) provided by discontinued operations								(365	)		35

Net decrease in cash and cash equivalents		(1,934	)		(20,383	)		(552	)		(18,985	)
Cash and cash equivalents at beginning of period		6,097			26,476			6,097			26,476

Cash and cash equivalents at end of period	$	4,163		$	6,093		$	5,545		$	7,491

Net cash provided by ~~(used in)~~ operating activities increased from the prior ~~year first quarter~~year-to-date period primarily due to the timing of seasonal working capital requirements, lower income tax payments and prior year first quarter payments ~~of $5.0 million~~ related to new customer supply agreements.

Net cash used in investing activities ~~increased~~decreased during the ~~first quarter~~current year-to-date period primarily due to capital expenditures which ~~increased $2.7~~decreased $4.3 million to ~~$9.2~~$16.7 million, ~~as a result~~partially offset by proceeds from the sale of ~~timing of payments. Of this amount, our~~assets in the prior year second quarter. Retail and Distribution segments utilized ~~70.3%~~68.5% and ~~29.7%,~~31.5% of current year-to-date capital expenditures, respectively. The decrease in capital expenditures in fiscal 2014 was primarily related to fewer new stores and major remodels. Expenditures during the ~~first quarter~~current fiscal year were primarily related to one major store remodel, one newValu Land store, ~~progress payments related to~~ the implementation of automated guided vehicles in our grocery distribution warehouse and several minor store remodels. We expect capital expenditures to range from $39.0 million to $42.0 million for fiscal 2014.

Net cash ~~provided by~~used in financing activities induring the ~~first quarter~~current year-to-date period resulted primarily from net ~~proceeds from~~payments on the revolving credit facility of ~~$3.2~~$6.0 million, ~~substantially offset by~~ dividends paid of $2.0 million and repayment of long-term borrowings of ~~$1.1~~$2.0 million. In the prior ~~year first quarter,~~year-to-date period, net cash ~~provided by~~used in financing activities resulted primarily from share repurchases of $11.4 million, repayment of long-term borrowings of $1.8 million, dividends paid of $1.7 million and financing fees paid of $1.3 million, partially offset by net proceeds from the revolving credit facility of ~~$19.9 million, partially offset by share repurchases of $10.9 million, dividends paid of $1.7 million, financing fees paid of $1.3 million and repayment of long-term borrowings of $0.9~~$14.2 million. The increase in dividends paid was due to a 12.5% increase in dividends from $0.08 per share to $0.09 per share that was approved by the Board of Directors and announced on May 17, 2013. It is expected that following the Nash-Finch merger discussed above, Spartan Stores will initially pay quarterly dividends of $0.12 per share. Although we expect to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by

the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends and repurchase shares depends on a number of factors, including our future financial condition, anticipated profitability and ~~profitability~~cash flows and compliance with the terms of our credit facilities. Our current maturities of long-term debt and capital lease obligations at ~~June 22,~~September 14, 2013 are ~~$3.9~~$4.0 million. Our ability to borrow additional funds is governed by the terms of our credit facilities.

Net cash used in discontinued operations includes the net cash flows of our discontinued operations and consists primarily of the payment of closed store lease costs and other liabilities partially offset by sublease income.

Our principal sources of liquidity are cash flows generated from operations and our senior secured revolving credit facility which has maximum available credit of $200.0 million. As of ~~June 22,~~September 14, 2013, our senior secured revolving credit facility had outstanding borrowings of ~~$50.8~~$41.7 million, maximum availability of ~~$148.7~~$157.8 million and available borrowings of ~~$128.7~~$137.8 million which exceeds the minimum excess availability levels, as defined in the credit agreement. The revolving credit facility matures December 2017, and is secured by substantially all of our assets. We believe that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and

senior note debt redemption and debt service obligations for the foreseeable future. However, there can be no assurance that our business will continue to generate cash flow at or above current levels or that we will maintain our ability to borrow under our credit facility. Additionally, we anticipate refinancing our revolving credit agreement under a new facility when the proposed merger described in Note 143 is consummated.

Our current ratio increased to ~~1.11:~~1.10:1.00 at ~~June 22,~~September 14, 2013 from 1.07:1.00 at March 30, 2013 and our investment in working capital increased to ~~$20.8~~$20.0 million at ~~June 22,~~September 14, 2013 from $13.2 million at March 30, 2013 principally due to seasonal inventory ~~investment.~~needs. Our net long-term debt to total capital ratio was 0.28:1.00 at September 14, 2013 versus 0.30:1.00 at ~~June 22, 2013 and~~ March 30, 2013.

Total net long-term debt is a non-GAAP financial measure that is defined as long-term debt and capital lease obligations plus current maturities of long-term debt and capital lease obligations less cash and cash equivalents. The Company believes investors find the information useful because it reflects the amount of long term debt obligations that are not covered by available cash and temporary investments.

Following is a reconciliation of long-term debt and capital lease obligations to total net long-term debt and capital lease obligations as of ~~June 22,~~September 14, 2013 and March 30, 2013.


(In thousands)	June 22, 2013			March 30, 2013			September 14, 2013			March 30, 2013
Current maturities of long-term debt and capital lease obligations	$	3,937		$	4,067		$	3,983		$	4,067
Long-term debt and capital lease obligations		148,031			145,876			137,981			145,876

Total debt		151,968			149,943			141,964			149,943
Cash and cash equivalents		(4,163	)		(6,097	)		(5,545	)		(6,097	)

Total net long-term debt	$	147,805		$	143,846		$	136,419		$	143,846

For information on contractual obligations, see our Annual Report on Form 10-K for the fiscal year ended March 30, 2013. At ~~June 22,~~September 14, 2013, there have been no material changes to our significant contractual obligations outside the ordinary course of business.

For purposes of calculating the ratio of earnings to fixed charges under the terms of the Senior Notes, earnings consist of net earnings, as adjusted under the terms of the Senior Notes indenture, plus income tax expense, fixed charges and non-cash charges, less cash payments relating to non-cash charges added back to net earnings in prior periods. Fixed charges consist of interest cost, including capitalized interest, and amortization of debt issue costs. Our ratio of earnings to fixed charges was ~~8.42:~~9.2:1.00 for the four quarters ended ~~June 22,~~September 14, 2013.

We had letters of credit totaling $0.6 million outstanding and unused at ~~June 22,~~September 14, 2013. The letters of credit are maintained primarily to support payment or deposit obligations. We pay a commission of approximately 2% on the face amount of the letters of credit.

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, restructuring and asset impairment costs, retirement benefits, stock-based compensation and contingencies and litigation. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. Based on our ongoing review, we make adjustments we consider appropriate under the facts and circumstances. We have discussed the development,

selection and disclosure of these estimates with the Audit Committee. The accompanying condensed consolidated financial statements are prepared using the same critical accounting policies discussed in our Annual Report on Form 10-K for the fiscal year ended March 30, 2013.

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU No. 2012-02 permits an entity to first assess qualitative factors to determine whether certain events and circumstances exist that indicate it is more likely than not that an indefinite-lived intangible asset is impaired. The more likely than not threshold is defined as having a likelihood of more than 50 percent. If as a result of the qualitative assessment it is determined that it is not more likely than not that the indefinite-lived intangible asset is impaired, then Spartan Stores is not required to take further action and calculate the fair value of a reporting unit. ASU No. 2012-02 was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. This standard did not have an impact on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income”. ASU No. 2013-02 requires companies to provide additional information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective lines of net income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. This ASU does not change the requirements for reporting net income or other comprehensive income. Because the standard only affects the presentation of comprehensive income and does not affect what is included in comprehensive income, this standard did not have a material effect on our consolidated financial statements.

There have been no material changes in market risk of Spartan Stores from the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk”, of the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2013.

An evaluation of the effectiveness of the design and operation of Spartan Stores’ disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of ~~June 22,~~September 14, 2013 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of Spartan Stores’ management, including its Chief Executive Officer (“CEO”) and Chief Financial

Officer (“CFO”). Spartan Stores’ management, including the CEO and CFO, concluded that Spartan Stores’ disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate to allow for timely decisions regarding required disclosure. During the ~~first~~second quarter there was no change in Spartan Stores’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Spartan Stores’ internal control over financial reporting.

On or about July 24, 2013, a putative class action complaint was filed in the District Court for the Fourth Judicial District, State of Minnesota, County of Hennepin, by a stockholder of Nash-Finch in connection with the pending transaction. The action is styled Greenblatt v. Nash-Finch Co. et al., Case No. 27-cv-13-13710. That complaint was amended on August 28, 2013 after Spartan Stores’ registration statement was filed with the SEC. On September 9, 2013, the defendants filed motions to dismiss the complaint, which are currently pending before the court. On or about September 19, 2013, a second putative class action complaint was filed in the United States District Court for the District of Minnesota, by a stockholder of Nash-Finch. The action is styled Benson v. Covington et al., Case No. 0:13-cv-02574. The lawsuits allege that the directors of Nash-Finch breached their fiduciary duties by, among other things, approving a merger that provides for inadequate consideration under circumstances involving certain alleged conflicts of interest; that the merger agreement includes allegedly preclusive deal protection provisions; and that Nash-Finch and Spartan Stores allegedly aided and abetted the directors in breaching their duties to Nash-Finch’s stockholders. Both complaints also allege that the preliminary joint proxy statement/prospectus was false and misleading due to the omission of a variety of allegedly material information. The complaint in the Benson action also asserts additional claims individually on behalf of the plaintiff under the federal securities laws. The actions seek, on behalf of their putative classes, various remedies, including enjoining the merger from being consummated in accordance with its agreed-upon terms, damages, and costs and disbursements relating to the lawsuit.

~~The following table provides information regarding Spartan Stores’ purchases of its own common stock during the first quarter.~~ On May 17, 2011, the Board of Directors authorized a five-year share repurchase program for up to $50 million of the Spartan Stores’ common stock. Spartan Stores did not repurchase shares of common stock under this program during the quarter ended ~~June 22,~~September 14, 2013. The repurchase program has been temporarily suspended due to the pending merger with Nash-Finch Company. The approximate dollar value of shares that may yet be purchased under the repurchase plan was $26.2 million as of ~~June 22,~~September 14, 2013. All employee transactions are under associate stock compensation plans. These may include: (1) shares of Spartan Stores, Inc. common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan.

The following documents are filed as exhibits to this Quarterly Report onForm 10-Q:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Michigan		38-0593940
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

850 76^th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan		49518
(Address of Principal Executive Offices)		(Zip Code)


Period	Total Number of Shares Purchased		Average Price Paid per Share
March 31 – April 27, 2013
Employee Transactions		—	$	—
April 28 – May 25, 2013
Employee Transactions		72,310	$	16.12
May 26 – June 22, 2013
Employee Transactions		—	$	—
Total for First Quarter ended June 22, 2013
Employee Transactions		72,310	$	16.12


Exhibit Number		Document

2.1		Agreement and Plan of Merger dated July 21, 2013. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2013. Here incorporated by reference.

3.1		Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores’ Quarterly Report on Form 10-Q for the quarter ended January 1, 2011. Here incorporated by reference.

3.2		Bylaws of Spartan Stores, Inc., as amended. Previously filed as an exhibit to Spartan Stores’ Quarterly Report on Form 10-Q for the quarter ended September 10, 2011. Here incorporated by reference.

4.1		Indenture dated December 6, 2012 by and among Spartan Stores, Inc., The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Company’s subsidiaries as Guarantors. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.

4.2		Form of 6.625% Senior Notes Due 2016. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.

~~10.1~~		~~Form of restricted stock award to executive officers.~~

~~10.2~~		~~Form of restricted stock award to non-executive directors.~~

~~10.3~~		~~Form of fiscal 2014 Incentive Award under the Spartan Stores, Inc. Executive Cash Incentive Plan of 2010.~~

10.4		Commitment Letter dated July 21, 2013 issued by Wells Fargo Bank, National Association and Bank of America N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2013. Here incorporated by reference.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document*Document

101.SCH		XBRL Taxonomy Extension Schema Document*Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*Document

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