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” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ~~November 7, 2017,~~May 20, 2019, the registrant had ~~36,971,731~~36,313,827 outstanding shares of common stock, no par value.

The matters discussed in this Quarterly Report on Form 10-Q, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements are identifiable by words or phrases indicating that SpartanNash or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the Company is “positioned” for a particular result, or similarly stated expectations. Accounting estimates, such as those described under the heading “Critical Accounting Policies” in Part I, Item 2 of this Quarterly Report on Form 10-Q, are inherently forward-looking. The Company’s asset impairment and restructuring cost provisions are estimates and actual costs may be more or less than these estimates and differences may be material. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of the Quarterly Report, other 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, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016~~29, 2018 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), there are many important factors that could cause actual results to differ materially. These risks and uncertainties include general business conditions, changes in overall economic conditions that impact consumer spending, the Company’s ability to integrate acquired assets, the impact of competition and other factors which are often beyond the control of the Company, and other risks listed in the “Risk Factors” discussion in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016~~29, 2018 and risks and uncertainties not presently known to the Company or that the Company currently deems immaterial.

This section and the discussions contained in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016~~29, 2018 and in Part I, Item 2 “Critical Accounting ~~Policy”~~Policies” of the Quarterly Report on Form 10-Q, are intended to provide meaningful cautionary statements for purposes of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur, or information obtained after the date of this Quarterly Report.

	October 7,			December 31,			April 20,			December 29,
	2017			2016			2019			2018
Assets
Current assets
Cash and cash equivalents	$	13,154		$	24,351		$	21,360		$	18,585
Accounts and notes receivable, net		370,482			291,568			376,708			346,260
Inventories, net		598,493			539,857			595,741			553,799
Prepaid expenses and other current assets		33,426			37,187			59,014			73,798
Property and equipment held for sale		—			521			—			8,654
Total current assets		1,015,555			893,484			1,052,823			1,001,096

Property and equipment, net		588,416			559,722			623,132			579,060
Goodwill		178,392			322,686			178,648			178,648
Intangible assets, net		135,656			60,202			144,451			128,926
Operating lease assets								273,537			—
Other assets, net		115,755			94,242			86,905			84,182

Total assets	$	2,033,774		$	1,930,336		$	2,359,496		$	1,971,912

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	440,590		$	372,432		$	391,315		$	357,802
Accrued payroll and benefits		60,632			75,333			55,922			57,180
Other accrued expenses		39,361			40,788			48,437			43,206
Current maturities of long-term debt and capital lease obligations		19,407			17,424
Current portion of operating lease liabilities								41,425			—
Current portion of long-term debt and finance lease liabilities								18,006			18,263
Total current liabilities		559,990			505,977			555,105			476,451

Long-term liabilities
Deferred income taxes		60,397			123,243			45,087			49,254
Postretirement benefits		16,564			16,266
Operating lease liabilities								279,599			—
Other long-term liabilities		39,330			45,768			32,785			50,463
Long-term debt and capital lease obligations		651,537			413,675
Long-term debt and finance lease liabilities								753,118			679,797
Total long-term liabilities		767,828			598,952			1,110,589			779,514

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 7)

Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 36,974 and 37,539 shares outstanding		508,570			521,984
Common stock, voting, no par value; 100,000 shares authorized; 36,319 and 35,952 shares outstanding								488,155			484,064
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—			—			—
Accumulated other comprehensive loss		(11,373	)		(11,437	)		(15,699	)		(15,759	)
Retained earnings		208,759			314,860			221,346			247,642
Total shareholders’ equity		705,956			825,407			693,802			715,947

Total liabilities and shareholders’ equity	$	2,033,774		$	1,930,336		$	2,359,496		$	1,971,912

12 Weeks Ended

40 Weeks Ended

October 7,

October 8,

October 7,

October 8,

2017

2016

2017

2016

Net sales
$

1,906,644

$

1,800,085

$

6,203,857

$

5,906,416

Cost of sales

1,644,952

1,544,790

5,313,763

5,054,180

Gross profit

261,692

255,295

890,094

852,236

Operating expenses

Selling, general and administrative

228,489

220,339

782,659

740,138

Merger/acquisition and integration

2,392

2,427

7,031

4,237

Goodwill impairment

189,027

—

189,027

—

Restructuring charges and asset impairment

35,626

2,662

36,633

23,714

Total operating expenses

455,534

225,428

1,015,350

768,089

Operating (loss) earnings

(193,842
)

29,867

(125,256
)

84,147

Other (income) and expenses

Interest expense

6,130

4,419

19,128

14,678

Other, net

(75
)

(146
)

(248
)

(416
)

Total other expenses, net

6,055

4,273

18,880

14,262

(Loss) earnings before income taxes and discontinued operations

(199,897
)

25,594

(144,136
)

69,885

Income taxes

(76,445
)

8,864

(56,809
)

25,635

(Loss) earnings from continuing operations

(123,452
)

16,730

(87,327
)

44,250

Loss from discontinued operations, net of taxes

(54
)

(82
)

(125
)

(268
)

Net (loss) earnings
$

(123,506
)

$

16,648

$

(87,452
)

$

43,982

Basic (loss) earnings per share:

(Loss) earnings from continuing operations
$

(3.31
)

$

0.45

$

(2.32
)

$

1.18

Loss from discontinued operations

(0.01
)
*

(0.01
)
*

(0.01
)
*

(0.01
)

Net (loss) earnings
$

(3.32
)

$

0.44

$

(2.33
)

$

1.17

Diluted (loss) earnings per share:

(Loss) earnings from continuing operations
$

(3.31
)

$

0.45

$

(2.32
)

$

1.18

Loss from discontinued operations

(0.01
)
*

(0.01
)
*

(0.01
)
*

(0.01
)

Net (loss) earnings
$

(3.32
)

$

0.44

$

(2.33
)

$

1.17

	16 Weeks Ended
	April 20, 2019			April 21, 2018
Net sales	$	2,542,375		$	2,385,073
Cost of sales		2,164,646			2,041,859
Gross profit		377,729			343,214

Operating expenses
Selling, general and administrative		360,400			309,058
Merger/acquisition and integration		782			2,206
Restructuring (gains) charges and asset impairment		(5,662	)		6,202
Total operating expenses		355,520			317,466

Operating earnings		22,209			25,748

Other expenses and (income)
Interest expense		11,881			8,778
Other, net		183			(225	)
Total other expenses, net		12,064			8,553

Earnings before income taxes and discontinued operations		10,145			17,195
Income tax expense		2,624			4,760
Earnings from continuing operations		7,521			12,435

Loss from discontinued operations, net of taxes		(52	)		(92	)
Net earnings	$	7,469		$	12,343

Basic earnings per share:
Earnings from continuing operations	$	0.21		$	0.34
Loss from discontinued operations		—			—
Net earnings	$	0.21		$	0.34

Diluted earnings per share:
Earnings from continuing operations	$	0.21		$	0.34
Loss from discontinued operations		—			—
Net earnings	$	0.21		$	0.34

	12 Weeks Ended					40 Weeks Ended						16 Weeks Ended
	October 7,			October 8,		October 7,			October 8,			April 20, 2019			April 21, 2018
	2017			2016		2017			2016
Net (loss) earnings	$	(123,506	)	$	16,648	$	(87,452	)	$	43,982
Net earnings												$	7,469		$	12,343

Other comprehensive income, before tax
Pension and postretirement liability adjustment		31			1		103			4			79			111
Total other comprehensive income, before tax		31			1		103			4

Income tax expense related to items of other comprehensive income		(12	)		—		(39	)		(1	)		(19	)		(27	)

Total other comprehensive income, after tax		19			1		64			3			60			84
Comprehensive (loss) income	$	(123,487	)	$	16,649	$	(87,388	)	$	43,985
Comprehensive income												$	7,529		$	12,427

							Accumulated															Accumulated
							Other															Other
	Shares			Common			Comprehensive			Retained						Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total			Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 31, 2016		37,539		$	521,984		$	(11,437	)	$	314,860		$	825,407
Net loss		—			—			—			(87,452	)		(87,452	)
Balance at December 29, 2018																	35,952		$	484,064		$	(15,759	)	$	247,642		$	715,947
Impact of adoption of new lease standard (ASU 2016-02)																				—			—			(26,863	)		(26,863	)
Net earnings																	—			—			—			7,469			7,469
Other comprehensive income		—			—			64			—			64			—			—			60			—			60
Dividends - $0.495 per share		—			—			—			(18,649	)		(18,649	)
Dividends - $0.19 per share																	—			—			—			(6,902	)		(6,902	)
Stock-based employee compensation																	—			5,383			—			—			5,383
Issuances of common stock on stock option exercises and for stock bonus plan and associate stock purchase plan																	30			452			—			—			452
Issuances of restricted stock																	444			—			—			—			—
Cancellations of stock-based awards																	(107	)		(1,744	)		—			—			(1,744	)
Balance at April 20, 2019																	36,319		$	488,155		$	(15,699	)	$	221,346		$	693,802

																						Accumulated
																						Other
																Shares			Common			Comprehensive			Retained
																Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 30, 2017																	36,466		$	497,093		$	(15,136	)	$	239,993		$	721,950
Net earnings																	—			—			—			12,343			12,343
Other comprehensive income																	—			—			84			—			84
Dividends - $0.18 per share																	—			—			—			(6,526	)		(6,526	)
Share repurchase		(862	)		(22,500	)		—			—			(22,500	)		(952	)		(20,000	)		—			—			(20,000	)
Stock-based employee compensation		—			8,593			—			—			8,593			—			5,290			—			—			5,290
Issuances of common stock on stock option exercises and stock bonus plan		172			3,697			—			—			3,697
Issuances of common stock for stock bonus plan and associate stock purchase plan																	24			470			—			—			470
Issuances of restricted stock		296			—			—			—			—			472			—			—			—			—
Cancellations of stock-based awards		(171	)		(3,204	)		—			—			(3,204	)		(87	)		(1,567	)		—			—			(1,567	)
Balance at October 7, 2017		36,974		$	508,570		$	(11,373	)	$	208,759		$	705,956
Balance at April 21, 2018																	35,923		$	481,286		$	(15,052	)	$	245,810		$	712,044

	40 Weeks Ended
	October 7,			October 8,			16 Weeks Ended
	2017			2016			April 20, 2019			April 21, 2018
Cash flows from operating activities
Net (loss) earnings	$	(87,452	)	$	43,982
Net earnings							$	7,469		$	12,343
Loss from discontinued operations, net of tax		125			268			52			92
(Loss) earnings from continuing operations		(87,327	)		44,250
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Non-cash goodwill/asset impairment, restructuring, and other charges		225,101			22,938
Earnings from continuing operations								7,521			12,435
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges								893			6,104
Depreciation and amortization		66,366			60,436			27,401			25,569
Non-cash rent								(2,555	)		(421	)
LIFO expense		2,474			2,130			1,425			1,540
Postretirement benefits expense		1,276			157
Postretirement benefits expense (income)								948			(303	)
Deferred taxes on income		(62,257	)		(715	)		4,396			7,322
Stock-based compensation expense		8,593			7,010			5,383			5,290
Other, net		(86	)		(234	)
Postretirement benefit plan contributions								(130	)		(88	)
Gain on disposals of assets								(6,925	)		(49	)
Changes in operating assets and liabilities:
Accounts receivable		(44,737	)		(5,628	)		(27,069	)		14,703
Inventories		(49,442	)		(44,115	)		(10,786	)		17,950
Prepaid expenses and other assets		(3,546	)		(42,287	)		1,388			1,063
Accounts payable		42,842			52,496			20,077			(18,606	)
Accrued payroll and benefits		(19,881	)		(6,653	)		(5,191	)		(7,326	)
Postretirement benefit payments		(280	)		(256	)
Other accrued expenses and other liabilities		(7,533	)		(8,395	)		(3,257	)		(4,802	)
Net cash provided by operating activities		71,563			81,134			13,519			60,381
Cash flows from investing activities
Purchases of property and equipment		(55,292	)		(57,215	)		(16,006	)		(21,041	)
Net proceeds from the sale of assets		3,928			5,650			15,872			150
Acquisitions, net of cash acquired		(226,412	)		—			(86,659	)		—
Loans to customers		(1,005	)		(1,962	)		(1,233	)		(698	)
Payments from customers on loans		1,904			1,697			833			662
Other		(279	)		(706	)		(32	)		(6	)
Net cash used in investing activities		(277,156	)		(52,536	)		(87,225	)		(20,933	)
Cash flows from financing activities
Proceeds from revolving credit facility		1,160,066			1,013,812
Payments on revolving credit facility		(918,425	)		(1,004,077	)
Proceeds from senior secured revolving credit facility								435,769			259,321
Payments on senior secured revolving credit facility								(366,407	)		(266,753	)
Proceeds from other long-term debt								5,800			—
Repayment of other long-term debt and finance lease liabilities								(4,778	)		(2,331	)
Financing fees paid								(352	)		(7	)
Proceeds from resolution of acquisition contingencies								15,000			—
Share repurchase		(22,500	)		(9,000	)		—			(20,000	)
Net payments related to stock-based award activities		(3,204	)		(2,229	)		(1,744	)		(1,567	)
Repayment of other long-term debt		(5,795	)		(7,071	)
Financing fees paid		(256	)		(99	)
Proceeds from exercise of stock options		3,207			1,032			181			—
Dividends paid		(18,649	)		(16,873	)		(6,902	)		(6,526	)
Net cash provided by (used in) financing activities		194,444			(24,505	)		76,567			(37,863	)
Cash flows from discontinued operations
Net cash used in operating activities		(48	)		(414	)		(86	)		(85	)
Net cash used in discontinued operations		(48	)		(414	)		(86	)		(85	)
Net (decrease) increase in cash and cash equivalents		(11,197	)		3,679
Net increase in cash and cash equivalents								2,775			1,500
Cash and cash equivalents at beginning of period		24,351			22,719			18,585			15,667
Cash and cash equivalents at end of period	$	13,154		$	26,398		$	21,360		$	17,167

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2016.~~29, 2018.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of ~~October 7, 2017,~~April 20, 2019, 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.

The unaudited information in the condensed consolidated financial statements for the ~~third~~first quarter of 2019 and ~~year to date periods of 2017 and 2016~~2018 include the results of operations of the Company for the ~~12 and 40-week~~16-week periods ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016,~~April 21, 2018, respectively.

Note 2 – Adoption of New Accounting Standards and Recently Issued Accounting Standards

In ~~January 2017,~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2017-04, “Intangibles – Goodwill~~2016-02, “Leases.” The FASB subsequently issued ASUs 2018-01, 2018-10, 2018-11, and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. If a reporting unit fails Step 1 of the goodwill impairment test, entities are no longer required to compute the implied fair value of goodwill following the same procedure that would be required in determining the fair value of assets acquired2019-01, which include clarifications and liabilities assumed in a business combination. Instead, the guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amountprovide various practical expedients and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company early adopted this guidance as of the beginning of the third quarter of fiscal 2017.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations – Clarifying the Definition of a Business.” ASU 2017-01 narrows the definition of a business and provides a screen to determine when a set of the three elements of a business – inputs, processes, and outputs – are not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The new guidance is effective for the Company in the fiscal year ending December 29, 2018. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 provides for simplification of several aspects of the accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. The Company adopted the new standard in the first quarter of fiscal 2017. Accordingly the tax benefits or deficienciestransition options related to stock-based compensation are reflected in the condensed consolidated statements of operations as a component of the provision for income taxes, whereas they previously were recognized in equity. As a result of the adoption, the Company recognized $1.3 million of tax benefits related to share-based payments in its provision for income taxes in 2017. Additionally, the Company’s condensed consolidated statements of cash flows now include tax benefits as an operating activity, while cash paid on associates’ behalf related to shares withheld for tax purposes is classified as a financing activity. Retrospective application of the cash flow presentation resulted in $2.6 million increases to both net cash provided by operating activities and net cash used in financing activities, respectively, for the year-to-date period ended October 8, 2016. The Company’s stock compensation expense continues to reflect estimated forfeitures.

~~In February 2016, the FASB issued~~ ASU ~~2016-02, “Leases.”~~2016-02. ASU 2016-02 provides guidance for lease accounting and stipulates that lessees ~~will~~ need to recognize a right-of-use asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability ~~will be~~is equal to the present value of ~~lease~~future rent payments. Treatment in the consolidated statements of ~~operations will be~~earnings is similar to the ~~current~~previous treatment of operating and capital leases. ~~The new guidance is effective on a modified retrospective basis for the Company in~~

In the first quarter of ~~its fiscal year ending December 28,~~2019, the Company adopted this standard retrospectively through a cumulative-effect adjustment recorded at the beginning of 2019. The Company has elected the practical expedient available under the guidance to not adjust comparative periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allow for a carry forward of the historical lease classification. The Company elected the hindsight practical expedient to reevaluate the lease term for existing leases. The election of the hindsight practical expedient resulted in the extension or reduction of lease terms for certain existing leases and adjustments to the useful lives of corresponding leasehold improvements. In the application of hindsight, the Company estimated the expected lease term based on management’s plans, including the performance of the leased properties and the associated market dynamics in relation to the overall operational, real estate and capital planning strategies of the Company.

The adoption of the new standard resulted in the recognition of operating lease assets and liabilities of $241.8 million and $292.3 million, respectively, as of the beginning of 2019. The adoption of ~~this ASU will result~~the standard also resulted in a ~~significant increase~~transition adjustment to beginning of the year retained earnings of $26.9 million (net of deferred tax impact of $8.5 million). The transition adjustment relates to impairment of right of use assets included in previously impaired asset groups and the impact of hindsight on the evaluation of lease term. Remaining differences between lease assets and liabilities relate to the ~~Company’s consolidated balance sheets for~~derecognition of lease-related liabilities and assets recorded under ASC 840, which were included in beginning lease liabilities ~~and right-of-use~~or assets ~~and the Company is currently evaluating the other effects of adoption of this ASU on its consolidated financial statements.~~under ASC 842.

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	16 Weeks Ended April 20, 2019
(In thousands)	Food Distribution		Military		Retail		Total
Type of products:
Center store (a)	$	355,471	$	310,410	$	270,773	$	936,654
Fresh (b)		428,768		197,022		262,947		888,737
Non-food (c)		362,994		162,056		126,395		651,445
Fuel		—		—		41,249		41,249
Other		22,005		1,882		403		24,290
Total	$	1,169,238	$	671,370	$	701,767	$	2,542,375
Type of customers:
Individuals	$	—	$	—	$	701,482	$	701,482
Manufacturers, brokers and distributors		60,711		642,636		—		703,347
Retailers		1,105,326		26,852		—		1,132,178
Other		3,201		1,882		285		5,368
Total	$	1,169,238	$	671,370	$	701,767	$	2,542,375

	16 Weeks Ended April 21, 2018
(In thousands)	Food Distribution		Military		Retail		Total
Type of products:
Center store (a)	$	360,143	$	322,358	$	221,292	$	903,793
Fresh (b)		431,598		179,049		205,585		816,232
Non-food (c)		339,196		160,348		99,612		599,156
Fuel		—		—		39,463		39,463
Other		24,274		1,865		290		26,429
Total	$	1,155,211	$	663,620	$	566,242	$	2,385,073
Type of customers:
Individuals	$	—	$	—	$	565,952	$	565,952
Manufacturers, brokers and distributors		61,624		645,677		—		707,301
Retailers		1,074,831		16,078		—		1,090,909
Other		18,756		1,865		290		20,911
Total	$	1,155,211	$	663,620	$	566,242	$	2,385,073

(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.

In ~~May 2014,~~ the ~~FASB issued ASU 2014-09, “Revenue from Contracts~~ordinary course of business, the Company may advance funds to certain independent retailers which are earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with ~~Customers.” The new guidance affects any reporting organization that either enters into contracts with customers to transfer goods~~the Company, or ~~services~~in limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid if the purchase volume requirements are not met or ~~enters into contracts~~if the retailer no longer remains a customer for the specified time period. For volume-based arrangements, the Company estimates the amount of the advanced funds earned by the retailers based on the expected volume of purchases by the retailer, and amortizes the advances as a reduction of the transaction price and revenue earned. These advances are not considered contract assets under ASC 606 as they are not generated through the transfer of ~~nonfinancial assets unless those contracts are within the scope of other standards. The standard’s core principle is that a company will recognize revenue when it transfers promised~~ goods or services to ~~customers~~the retailers. These advances are included in ~~an amount~~Other assets, net on the Company’s balance sheets.

When the Company transfers goods or services to a customer, payment is due - subject to normal terms - and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the type of customer and relationship. At contract inception, the Company expects that ~~reflects~~ the ~~consideration~~period of time between the transfer of goods to ~~which~~ the ~~company expects to be entitled in exchange~~customer and when the customer pays for those goods ~~or services. In August 2015,~~will be less than one year, which is consistent with the ~~FASB issued ASU 2015-14, “Deferral of~~Company’s standard payment terms. Accordingly, the ~~Effective Date,” which results in~~Company has elected the ~~guidance being effective~~practical expedient under ASC 606 to not adjust for the effects of a significant financing component. As such, these amounts are recorded as receivables and not contract assets. The Company in the first quarter of its fiscal year ending December 29, 2018. The adoption will include updates as provided under ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net);” ASU 2016-10, “Identifying Performance Obligations and Licensing;” and ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients.” Adoption is allowed by either the full retrospective or modified retrospective approach.had no contract assets for any period presented.

The Company ~~is currently in~~does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized. The Company expenses incremental costs of obtaining a contract as and when incurred if the ~~process of evaluating the impact of adoption of this standard on its consolidated financial statements and has substantially completed its initial evaluation~~expected amortization period of the ~~major focus areas~~asset that ~~could impact the Company. From a principal versus agent considerations perspective,~~ the Company has evaluated its significant arrangements and has determined that revenue recognition on a gross reporting basis will remain relatively unchanged, with the exception of a few smaller contracts that could be reported on a net basis depending on the nature of the arrangements and management’s final assessment. As it pertains to the Food Distribution and Military segments, the Company determined that the promised goodswould have recognized is one year or services other than grocery products outlined in the contracts with customers are immaterial in the context of the contracts. As a result of this determination, the Company is not required to assess whether these promised goods or services are performance obligations, and therefore, believes revenue recognition practices will remain relatively unchanged as there are no additional deliverables for which the transaction price will need to be allocated. Many of these contracts also include contingent amounts of variable consideration, and the Company expects there to be few, if any, changes to the timing of revenue as the Company currently recognizes these amounts under the presumption that they are determinable and can be estimated. The Company also expects there to be few, if any, changes to revenue recognition in its Retail segment based on how the Company currently records gift card breakage and loyalty rewards, which are immaterial to the consolidated financial statements.

On ~~January 6, 2017,~~December 31, 2018, the Company acquired ~~certain assets and assumed certain liabilities~~all of ~~Caito Foods Service~~the outstanding shares of Martin’s Super Markets, Inc. (“~~Caito”) and Blue Ribbon Transport (“BRT”~~Martin’s”) for ~~$214.6~~$86.7 million, ~~in cash,~~ net of ~~$2.5~~$7.8 million of cash acquired. Acquired assets consist primarily of property and equipment of ~~$77.5~~$55.0 million, intangible assets of ~~$72.9~~$20.7 million, and working capital. Intangible assets are primarily composed of ~~customer relationships, which will be amortized over fifteen years, and~~an indefinite lived trade names. In connection with the purchase, the Company is providing certain earn-out opportunities that have the potential to pay the sellers an additional $27.4 million, collectively, if the business achieves certain performance targets during the first three years after acquisition. If certain performance targetsname and customer lists which are not met in the first year after acquisition, the Company will be reimbursed a portion of the initial purchase price at an amount not to exceed the sum of: a) $15.0 million, representing the funds paid into escrow, and b) any earn-out opportunities earned by the sellers. The reduction in purchase price, if applicable, will first be applied to funds paid into escrow and then as an offset against and a reduction to any payments owed on the various earn-out opportunities. The acquisition was funded with proceeds from the Company’s Credit Agreement. As of October 7, 2017, the Company has incurred $4.9 million of costs related to the acquisition, of which $2.7 million was incurred in 2017, and is recorded in merger/acquisition and integration expense.

Founded in Indianapolis in 1965, Caito is a leading supplier of fresh fruits and vegetables as well as value-added meal solutions to grocery retailers and food service distributors across 21 states in the Southeast, Midwest and Eastern United States. BRT offers temperature-controlled distribution and logistics services throughout North America. Caito and BRT service customers from facilities in Indiana and Florida. Caito also has a fresh cut fruit and vegetable facility in Indianapolis and a new 118,000 square foot Fresh Kitchen facility, also in Indianapolis. The Fresh Kitchen provides the Company with the ability to process, cook, and package fresh protein-based foods and complete meal solutions. The Company has begun production in the Fresh Kitchen facility and is in the process of ramping up to full production. The Company acquired Caito and BRT to strengthen its fresh product offerings to its existing customer base and to expand into fast-growing, value-added services, such as freshly-prepared centerplate and side dish categories.

amortized over seven years. The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition date ~~and were~~ based on preliminary estimates. These estimates are subject to revision upon the finalization of the valuations of the acquired real estate, inventory and intangible assets. ~~Additional~~Any adjustments ~~if any,~~ will be made prior to ~~January 5, 2018. During~~December 31, 2019. No goodwill was recorded related to the ~~third quarter~~acquisition. As of ~~fiscal 2017,~~April 20, 2019, the Company ~~increased goodwill by $0.8~~has incurred $2.1 million of merger/acquisition and integration costs related to ~~reflect~~the acquisition, of which $0.9 million was incurred in 2019. The acquisition was funded with proceeds from the Company’s Credit Agreement.

Martin’s currently operates 21 stores in Northern Indiana and Southwest Michigan with approximately 3,500 employees. Martin’s was an ~~updated valuation of certain acquired long-lived assets. The excess~~independent retailer and customer of the ~~purchase price over~~Company’s Food Distribution segment prior to the ~~fair value of net assets acquired, currently estimated at $46.0 million, was recorded as goodwill in~~acquisition. Subsequent to the ~~consolidated balance sheet and allocated to~~acquisition sales from the Food Distribution ~~segment.~~segment to Martin’s stores are eliminated. The ~~goodwill recognized is attributable primarily to~~acquisition expanded the ~~assembled workforce~~footprint of ~~Caito and BRT and expected synergies. The Company expects that all goodwill attributable to the acquisition will be deductible for tax purposes.~~

The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each fiscal year, and more frequently if circumstances indicate the possibility of impairment. Testing goodwill and other intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization. On the first day of the third quarter of fiscal 2017, the Company early adopted ASU 2017-04, which simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test.

During the 12 weeks ended October 7, 2017, the Company experienced significantly lower than expected Retail operating results and, due to an increasingly competitive retail environment and the related pricing pressures that are anticipated to negatively impact gross margin, operating profit, and future cash flows, revised its future projections for the Retail reporting unit. As a result of the lower than previously estimated Retail operating results, the Company performed Step 1 of the goodwill impairment test by calculating the fair value of the Retail reporting unit based on its discounted estimated future cash flows. The Company then benchmarked the calculated fair value against a market approach using the guideline public companies method. Given there has been a sustained decline in the market multiples of publicly traded peer companies, management considered this market information when assessing the reasonableness of the fair value of the reporting unit under both the income and market approaches.

~~Based on the factors outlined above, together with the results of the Step 1 goodwill impairment test, it was determined that the carrying value of the~~ Retail segment exceeded its fair value. Consequently, the Company recorded an estimated goodwill impairment charge of $189.0 million. The measurement of the fair value of the Retail segment requires significant judgmentsinto adjacent geographies in northern Indiana and estimates regarding short- and long-term growth rates and profitability, as well as assumptions regarding the market valuation of the business. These represent Level 3 valuation inputs under the ASC 820 fair value hierarchy, as further described in Note 7 – Fair Value Measurements. Due to the complexity and effort required to estimate the fair value of the reporting unit, the fair value estimates were based on preliminary analysis and assumptions that are subject to change. The measurement of impairment will be completed in the fourth quarter of fiscal 2017 as the Company performs its annual impairment test for the Food Distribution reporting unit as well as a market capitalization reconciliation to assess the reasonableness of the fair values determined for each of the reporting units.southwestern Michigan.

~~The Food Distribution reporting unit has a fair value that is substantially in excess of its carrying value.~~

The following table provides the activity of reserves for closed properties for ~~fiscal 2017.~~the 16-week period ended April 20, 2019. Reserves for closed properties 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 the timing of when the obligations are expected to be paid.

	Lease and									Lease and
(In thousands)	Ancillary Costs			Severance			Total			Ancillary Costs			Severance			Total
Balance at December 31, 2016	$	21,932		$	—		$	21,932
Balance at December 29, 2018										$	16,386		$	—		$	16,386
Reclassification of lease liabilities											(8,177	)		—			(8,177	)
Provision for closing charges		886			—			886			366			—			366
Provision for severance		—			620			620			—			149			149
Lease termination adjustments		(1,910	)		—			(1,910	)
Changes in estimates		1,141						1,141			35			—			35
Accretion expense		408			—			408			141			—			141
Payments		(5,045	)		(452	)		(5,497	)		(705	)		(35	)		(740	)
Balance at October 7, 2017	$	17,412		$	168		$	17,580
Balance at April 20, 2019										$	8,046		$	114		$	8,160

Included in the liability are lease related ancillary costs from the date of closure to the end of the remaining lease term. Prior to the adoption of ASU 2016-02 (Note 2), the liability included 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. Upon the adoption of ASU 2016-02, these liabilities were reclassified as a reduction of the initial measurement of operating lease assets within the consolidated balance sheets.

Restructuring and asset impairment ~~charges~~activity included in the condensed consolidated statements of ~~operations~~earnings consisted of the following:

	12 Weeks Ended					40 Weeks Ended						16 Weeks Ended
	October 7,		October 8,			October 7,			October 8,			April 20,			April 21,
(In thousands)	2017		2016			2017			2016			2019			2018
Asset impairment charges	$	33,158	$	2,059		$	33,678		$	5,542		$	100		$	1,470
Provision for closing charges		481		375			886			13,546			366			3,903
Loss on sales of assets related to closed facilities		238		—			912			266
(Gain) loss on sales of assets related to closed facilities													(6,923	)		137
Provision for severance		76		—			620			895			149			125
Other costs associated with distribution center and store closings		532		268			1,306			3,371			611			282
Changes in estimates		1,141		(40	)		1,141			394			35			285
Lease termination adjustments		—		—			(1,910	)		(300	)
	$	35,626	$	2,662		$	36,633		$	23,714		$	(5,662	)	$	6,202

~~Asset~~In the period ended April 20, 2019, the Food Distribution segment realized a gain on the sale of a previously closed distribution center. In the periods ended April 20, 2019 and April 21, 2018, restructuring and asset impairment charges were ~~substantially all~~ incurred ~~on long-lived assets~~ in the Retail ~~segment~~and Food Distribution segments due to the economic and competitive environment of certain stores and in conjunction with the Company’s retail store and supply chain rationalization ~~plan.~~plans. The changes in estimates relate to revised estimates of lease and ancillary costs ~~and sublease income~~ associated with previously closed locations, due to ~~lost subtenants and~~ deterioration of the condition of certain properties. ~~The lease termination adjustments represent the benefits recognized in connection with lease buyouts negotiated related to previously closed stores.~~

Long-lived assets are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value hierarchy, as further described in Note 76 – Fair Value Measurements. Assets with a book value of ~~$48.6~~$0.3 million were measured at a fair value of ~~$14.9~~$0.2 million, resulting in an impairment charge of ~~$33.7~~$0.1 million for the 16 weeks ended in ~~2017.~~2019. Assets with a book value of $1.8 million were measured at a fair value of $0.3 million, resulting in an impairment charge of $1.5 million for the 16 weeks ended in 2018. Fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers.

Subsequent to the end of the third quarter of fiscal 2017, the Company paid the outstanding balance on the Senior secured term loan of $52.2 million with proceeds from its Senior secured revolving credit facility. As a result of this transaction, annual interest expense is expected to be reduced through a reduction of the average interest rates paid.

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 maturities of these financial instruments. See Note 5 for discussion of the fair value measurements related to long-lived asset impairment charges and Note 4 for discussion of the fair value measurements related to goodwill. At October 7, 2017 and December 31, 2016, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

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

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 entity’s own assumptions about the assumptions that market participants would use in pricing.

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 maturities of these financial instruments. See Note 5 for discussion of the fair value measurements related to long-lived asset impairment charges. At April 20, 2019 and December 29, 2018, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

12The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (Level 2 inputs and valuation techniques).

Certain of the Company’s business combinations involve the potential for the receipt or payment of future contingent consideration upon the shortfall or achievement of various operating thresholds, respectively. The additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified EBITDA levels. For business combinations including contingent consideration provisions an asset or liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with the change in fair value recognized as income or expense within operating expenses in the condensed consolidated statements of income. The Company measures the asset and liability on a recurring basis using Level 3 inputs.

The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected EBITDA. Projected contingent payment or receipt amounts are discounted back to the current period using a discounted cash flow model. Projected EBITDA amounts are based on initial deal model forecasts at the time of acquisition as well as the Company’s most recent internal operational budget, and include a probability weighted range of outcomes. Changes in projected EBITDA, probabilities of payment, discount rates, or projected payment dates may result in higher or lower fair value measurements. The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs as of ~~October 7, 2017:~~

The fair value of contingent consideration ~~receivable and payable~~ associated with the Caito and BRT acquisition was ~~$18.4 million and $3.4 million, respectively,~~zero as of ~~October 7, 2017. The net receivable~~April 20, 2019. During the period ended April 20, 2019, the Company received $15.0 million related to the resolution of ~~$15 million was~~certain acquisition contingencies. As of April 20, 2019, the potential for future payment of contingent consideration is remote and there is no opportunity for additional receipt of contingent consideration, therefore no assets or liabilities are recorded ~~in other assets, net~~ in the condensed consolidated balance ~~sheets as there is a right~~sheet. Upon receipt of ~~offset for~~ the ~~payable and receivable. Upon payment,~~proceeds, the portion of the contingent consideration related to the acquisition date fair value iswas reported as a financing activity in the condensed consolidated statements of cash flows. Amounts received ~~or paid~~ in excess of the acquisition date fair value ~~are~~were reported as an operating activity in the consolidated statements of cash flows.

The Company is engaged from time-to-time in routine legal proceedings incidental to its business. The Company does not believe that these routine legal proceedings, taken as a whole, will have a material impact on its business or financial condition. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in an adverse effect on the Company’s consolidated financial position, operating results or liquidity.

From time to time, the Company may advance funds to independent retailers which are earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with the Company, or in limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid if the purchase volume requirements are not met or if the retailer no longer remains a customer for the specified time period. As of ~~October 7, 2017,~~April 20, 2019, the Company has an unearned advance to one independent retailer for ana gross amount representing approximately two percent of the Company’s total ~~assets, and also has outstanding receivables from this customer in the amount of $6.2 million; the Company has established a reserve of $4.8 million given the past due status on those receivables.~~assets. The Company’s collateral related to the advanced funds is a security interest in select business assets of the independent retailer’s stores, including select real property assets and other collateral, including a personal ~~guarantees,~~guarantee, from the ~~shareholders. However,~~shareholder. Despite the collateral, the Company may be unable to ~~recover~~realize the entire unearned portion of the funds advanced to this independent ~~retailer.~~retailer, and accordingly, has evaluated the net estimated realizability of the advance. In the fourth quarter of 2018, the customer defaulted on the terms of the supply agreement. As a result, the Company filed a petition to place the customer in receivership. The Company ~~is currently involved~~performed an analysis of the net realizability of the underlying collateral which resulted in a $32.0 million charge in 2018. In the first quarter of 2019, to realize its collateral, the Company placed a credit bid and obtained the rights to acquire five stores. The Company subsequently assigned the rights to acquire three of the stores to an ~~ongoing state law proceeding pursuing recovery~~independent retailer in exchange for certain consideration, upon the finalization of ~~amounts owed. Based~~the retailer entering into a long-term supply arrangement with the Company. Subsequent to the end of the first quarter of 2019, the Company closed on the ~~uncertainty associated with estimating the value~~acquisition of ~~the collateral~~two stores, and the ~~risks related to taking possession of and divesting~~Company has signed a long-term supply arrangement with the ~~secured business assets,~~independent retailer for the Company cannot reasonably estimate the amount of advanced funds, if any, that should be reserved. The Company estimates that the possible range of loss related to this customer, including past due amounts, is between zero and $25.0 million, depending on the circumstances discussed above.remaining three stores.

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central States Plan” or “the Plan”), a multi-employer pension plan, based on obligations arising from its collective bargaining agreements (“CBAs”) in Bellefontaine, Ohio, Lima, Ohio, and Grand Rapids, Michigan covering its supply chain associates at those locations. 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 contributing employers and unions; however, SpartanNash 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. The Company currently contributes to the Central States Plan under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan or those outlined in the “Default Schedule.” Both the Primary and Default schedules require varying increases in employer contributions over the previous year’s contribution. Increases are set within the ~~collective bargaining agreement~~CBAs and vary by location. The Plan continues to be in red zone status, ~~which~~and according to the Pension Protection Act (“PPA”), is considered to be in ~~critical status as red~~“critical and declining” zone ~~status~~status. Among other factors, plans in the “critical and declining” zone are generally less than 65% ~~funded.~~

funded and are projected to become insolvent within the next 15 years (or 20 years depending on the ratio of active-to-inactive participants). Based on the most recent information available to the Company, management believes 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 SpartanNash is one of a number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the underfunding would be. Management is not aware of any significant change in funding levels since December ~~31, 2016.~~29, 2018. To reduce this underfunding, management expects ~~meaningful~~ increases in expense as a result of required incremental multi-employer pension plan contributions in future years. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined.

A portion of the Company’s retail stores and warehouses operate in leased facilities. The Company also leases the majority of the tractors and trailers within its fleet and certain other assets. Most of the real property leases contain multiple renewal options, which generally range from one to ten years. In those locations in which it is economically feasible to continue to operate, management expects that lease options will be exercised. The terms of certain leases contain provisions requiring payment of percentage rent based on sales and payment of executory costs such as property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the ~~existing collective bargaining agreement between~~leased premises or, in the case of transportation equipment, provisions requiring payment of variable rent based upon miles driven. Certain properties or portions thereof are subleased to others. As most of the Company’s leases do not provide an implicit discount rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Supplemental cash flow and ~~union representing its associates in the Grand Rapids distribution center have been mutually extended by the parties through December 2, 2017.~~ other information related to leases was as follows:

The ~~parties have agreed to continue negotiations in an effort to reach agreement on a longer term collective bargaining agreement.~~Company’s maturities of lease liabilities under operating and finance leases as of April 20, 2019 are as follows:

During the ~~12 weeks ended October 7, 2017~~16 week periods April 20, 2019 and ~~October 8, 2016,~~April 21, 2018, the Company recognized net periodic pension expense of $0.4 million and income of $0.1 ~~million and $0.2~~ million, respectively, related to the SpartanNash Company Pension Plan (“Pension Plan” or “Plan”) and net postretirement benefit costs of $0.1 million in both periods related to the SpartanNash Retiree Medical Plan. Substantially all of these amounts are included in Other, net in the Condensed Consolidated Statements of Earnings.

~~For~~On February 28, 2018, the ~~40 weeks ended October 7, 2017~~Company’s Board of Directors granted approval to proceed with terminating the frozen Pension Plan. The Plan was terminated on July 31, 2018. The Company will offer participants the option to receive an annuity or lump sum distribution which may be rolled over into another qualified plan. The distribution of assets to plan participants is expected to be completed in the third quarter of 2019. The Company will incur a one-time, pre-tax settlement charge estimated to be $20 to $21 million to recognize the deferred losses in AOCI upon distribution of the Plan assets and ~~October 8, 2016,~~related recognition of the settlement as well as other termination expenses. The Company ~~recognized net periodic pension income of $0.5~~expects the Plan termination will reduce administrative fees and ~~$0.8 million, respectively, related to the SpartanNash Company Pension Plan and net postretirement benefit~~premium funding costs ~~of $0.3 million~~ in ~~both periods related to the SpartanNash Medical Plan.~~future periods.

The Company did not make any contributions to the ~~SpartanNash Company~~ Pension Plan during the ~~40 weeks~~16 week period ended ~~October 7, 2017.~~April 20, 2019. The Company ~~does not expect, and is not required,~~expects to make ~~any~~ contributions ~~for~~of up to $0.5 million in 2019 to the ~~remainder~~Pension Plan depending on actual termination costs and the value of Pension Plan assets upon final distribution. The Company expects to make contributions of $0.4 million in 2019 to the ~~fiscal year ending December 30, 2017.~~Retiree Medical Plan.

The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, ~~(EIN 7456500),~~ the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are funded. The Company’s contributions ~~for~~during the ~~40 weeks~~16 week periods ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016~~April 21, 2018 were ~~$10.2~~$4.8 million and ~~$10.1~~$4.5 million, respectively. See Note 87 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

The effective income tax rate was ~~38.2%~~25.9% and ~~34.6%~~27.7% for the 1216 weeks ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016, respectively. For the 40 weeks ended October 7, 2017 and October 8, 2016, the effective income tax rate was 39.4% and 36.7%,~~April 21, 2018, respectively. The ~~differences~~difference from the federal statutory rate ~~are~~in both periods was primarily due to ~~tax benefits related to~~ state taxes, ~~stock-based compensation and~~ federal tax credits ~~in the current year~~ and ~~state taxes and federal tax credits in the prior year. The Company adopted ASU 2016-09 on January 1, 2017, which requires tax benefits or deficiencies related to~~ stock-based compensation to be reflected in the condensed consolidated statements of operations as a component of the provision for income taxes whereas they were previously recognized in equity. Total tax benefits related to stock-based compensation recognized in fiscal 2017 were $1.3 million. As discussed in Note 4 – Goodwill, during the third quarter of fiscal 2017, the Company recorded a goodwill impairment loss of $189.0 million. This loss resulted in a reduction of deferred income tax liabilities (net) of $70.9 million.compensation.

The Company has a shareholder-approved stock incentive plan that provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based and stock-related awards to directors, officers and other key associates.

Stock-based compensation expense recognized and included in “Selling, general and administrative expenses” in the condensed consolidated statements of ~~operations,~~earnings, and related tax benefits were as follows:

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,			16 Weeks Ended
(In thousands)	2017			2016			2017			2016			April 20, 2019			April 21, 2018
Restricted stock	$	1,103		$	944		$	8,593		$	7,010		$	5,383		$	5,290
Tax benefits		(439	)		(352	)		(3,149	)		(2,646	)		(866	)		(698	)
Stock-based compensation expense, net of tax	$	664		$	592		$	5,444		$	4,364		$	4,517		$	4,592

The following table summarizes activity in the stock-based compensation plans for the 4016 weeks ended ~~October 7, 2017:~~

									Weighted										Weighted
	Shares			Weighted		Restricted			Average		Shares			Weighted		Restricted			Average
	Under			Average		Stock			Grant-Date		Under			Average		Stock			Grant-Date
	Options			Exercise Price		Awards			Fair Value		Options			Exercise Price		Awards			Fair Value
Outstanding at December 31, 2016		200,517		$	19.94		660,143		$	26.48
Outstanding at December 29, 2018												13,052		$	13.87		822,819		$	23.07
Granted		—			—		296,297			34.68		—			—		444,337			18.44
Exercised/Vested		(152,589	)		21.02		(258,183	)		25.90		(13,052	)		13.87		(337,673	)		23.26
Cancelled/Forfeited		—			—		(82,739	)		29.09		—			—		(9,926	)		20.40
Outstanding at October 7, 2017		47,928		$	16.52		615,518		$	30.32
Outstanding at April 20, 2019												—		$	—		919,557		$	20.79

~~The Company has not issued any stock options since 2009 and all outstanding options are vested and exercisable at October 7, 2017.~~

As of ~~October 7, 2017,~~April 20, 2019, total unrecognized compensation costs related to non-vested ~~stock-based~~restricted stock awards granted under the Company’s stock incentive plans ~~were $5.1~~are $6.8 million ~~for restricted stock,~~ and are expected to be recognized over a weighted average period of ~~2.2~~2.8 years. ~~All compensation costs related to stock options have been recognized.~~

The following table sets forth the computation of basic and diluted earnings per share from continuing operations:

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,			16 Weeks Ended
(In thousands, except per share amounts)	2017			2016			2017			2016			April 20, 2019			April 21, 2018
Numerator:
(Loss) earnings from continuing operations	$	(123,452	)	$	16,730		$	(87,327	)	$	44,250
Adjustment for loss (earnings) attributable to participating securities		2,064			(292	)		1,522			(785	)
(Loss) earnings from continuing operations used in calculating earnings per share	$	(121,388	)	$	16,438		$	(85,805	)	$	43,465
Earnings from continuing operations													$	7,521		$	12,435
Adjustment for earnings attributable to participating securities														(183	)		(246	)
Earnings from continuing operations used in calculating earnings per share													$	7,338		$	12,189
Denominator:
Weighted average shares outstanding, including participating securities		37,254			37,470			37,596			37,479			36,121			36,186
Adjustment for participating securities		(623	)		(654	)		(655	)		(665	)		(878	)		(717	)
Shares used in calculating basic earnings per share		36,631			36,816			36,941			36,814			35,243			35,469
Effect of dilutive stock options		—			76			—			60			—			11
Shares used in calculating diluted earnings per share		36,631			36,892			36,941			36,874			35,243			35,480
Basic (loss) earnings per share from continuing operations	$	(3.31	)	$	0.45		$	(2.32	)	$	1.18
Diluted (loss) earnings per share from continuing operations	$	(3.31	)	$	0.45		$	(2.32	)	$	1.18
Basic earnings per share from continuing operations													$	0.21		$	0.34
Diluted earnings per share from continuing operations													$	0.21		$	0.34

	40 Weeks Ended
	October 7,		October 8,		16 Weeks Ended
(In thousands)	2017		2016		April 20, 2019		April 21, 2018
Non-cash financing activities:
Capital lease obligations	$	405	$	3,490
Issuance of note payable as consideration for acquisition		2,460		—
Recognition of finance lease liabilities					$	—	$	281
Non-cash investing activities:
Capital expenditures included in accounts payable		1,711		1,429		3,466		3,581
Capital lease asset additions		405		3,490
Acquisition financed through issuance of note payable		2,460		—
Finance lease asset additions						—		281
Other supplemental cash flow information:
Cash paid for interest		18,379		12,830		11,718		8,571

The following tables set forth information about the Company by reporting segment:

(In thousands)	Food Distribution		Military			Retail			Total			Food Distribution			Military			Retail			Total
12 Weeks Ended October 7, 2017
16 Weeks Ended April 20, 2019
Net sales to external customers												$	1,169,238		$	671,370		$	701,767		$	2,542,375
Inter-segment sales													288,408			—			—			288,408
Merger/acquisition and integration													(130	)		—			912			782
Restructuring (gains) charges and asset impairment													(6,343	)		—			681			(5,662	)
Depreciation and amortization													10,233			3,597			12,802			26,632
Operating earnings (loss)													24,592			(1,557	)		(826	)		22,209
Capital expenditures													4,249			1,142			10,615			16,006

16 Weeks Ended April 21, 2018
Net sales to external customers	$	937,397	$	505,631		$	463,616		$	1,906,644		$	1,155,211		$	663,620		$	566,242		$	2,385,073
Inter-segment sales		204,605		—			—			204,605			253,324			—			—			253,324
Merger/acquisition and integration		939		1,453			—			2,392			2,195			4			7			2,206
Restructuring charges and asset impairment		379		500			34,747			35,626			1,260			—			4,942			6,202
Depreciation and amortization		6,354		2,786			9,807			18,947			9,540			3,678			12,019			25,237
Operating earnings (loss)		20,350		1,118			(215,310	)		(193,842	)		24,521			1,513			(286	)		25,748
Capital expenditures		4,402		1,940			11,161			17,503			12,445			254			8,342			21,041

12 Weeks Ended October 8, 2016
Net sales to external customers	$	804,500	$	506,626		$	488,959		$	1,800,085
Inter-segment sales		219,516		—			—			219,516
Merger/acquisition and integration		639		—			1,788			2,427
Restructuring charges and asset impairment		207		18			2,437			2,662
Depreciation and amortization		4,842		2,693			10,392			17,927
Operating earnings		18,957		2,862			8,048			29,867
Capital expenditures		3,386		1,151			11,342			15,879

40 Weeks Ended October 7, 2017
Net sales to external customers	$	3,041,983	$	1,620,021		$	1,541,853		$	6,203,857
Inter-segment sales		681,368		—			—			681,368
Merger/acquisition and integration		5,254		1,453			324			7,031
Restructuring charges and asset impairment		1,280		500			34,853			36,633
Depreciation and amortization		21,370		8,832			32,430			62,632
Operating earnings (loss)		68,868		4,517			(198,641	)		(125,256	)
Capital expenditures		18,431		5,994			30,867			55,292

40 Weeks Ended October 8, 2016
Net sales to external customers	$	2,615,964	$	1,686,567		$	1,603,885		$	5,906,416
Inter-segment sales		716,665		—			—			716,665
Merger/acquisition and integration		1,201		1			3,035			4,237
Restructuring charges and asset impairment		4,749		(241	)		19,206			23,714
Depreciation and amortization		16,139		8,850			33,942			58,931
Operating earnings		64,040		8,792			11,315			84,147
Capital expenditures		13,581		4,198			39,436			57,215

					April 20,		December 29,
(In thousands)	October 7, 2017		December 31, 2016		2019		2018
Total Assets
Food Distribution	$	1,088,383	$	776,725	$	1,156,089	$	1,074,125
Military		449,845		395,737		428,518		405,587
Retail		492,079		754,625		771,799		489,049
Discontinued operations		3,467		3,249		3,090		3,151
Total	$	2,033,774	$	1,930,336	$	2,359,496	$	1,971,912

The Company offers a wide variety of grocery products, general merchandise and health and beauty care, pharmacy, fuel, and other items and services. The following table presents sales by type of similar products and services:

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

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016.~~29, 2018.

SpartanNash, headquartered in Grand Rapids, Michigan, is a leading multi-regional grocery distributor and grocery retailer whose core businesses include distributing grocery products to a diverse group of independent ~~grocery retailers (“independent retailers”), select national~~and chain retailers, its corporate owned retail stores, ~~and~~ military commissaries and exchanges in the United ~~States.~~States, as well as premier fresh produce distribution and fresh food processing. The Company operates three reportable business segments: Food Distribution, Military and Retail. The Company serves customers in all 50 states.

The Company’s Food Distribution segment provides a wide variety of nationally branded and private brand grocery products and perishable food products to ~~over 2,000~~approximately 2,100 independent ~~retailers, food distributors and~~retail locations, the Company’s corporate owned retail ~~stores.~~stores, food service distributors and other customers. The Food Distribution segment ~~currently~~primarily conducts business in ~~47 states, primarily in~~ the Midwest ~~Great Lakes,~~ and Southeast regions of the United States. Through its Food Distribution segment, the Company also services select national retailers, including Dollar General. Sales to Dollar General are made to over 14,100 of its retail locations. Through its recent acquisition of Caito Foods Service (“Caito”) and Blue Ribbon Transport (“BRT”) (“the recent acquisition”) on January 7, 2017, theThe Company processes fresh-cut fruits and vegetables and other value-added meal solutions and supplies these products to grocery retailers and food service ~~distributors through its Indiana and Florida facilities. With~~distributors. Through the ~~new Caito~~ Fresh Kitchen facility, the Company ~~is developing the ability to process, cook~~processes, cooks and ~~package~~packages fresh protein-based foods and complete meal solutions for a number of different customers. ~~With the acquisition of BRT, the Company offers temperature-controlled logistics services throughout North America.~~

The Company’s Military segment contracts with manufacturers to distribute a wide variety of grocery products primarily to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Bahrain, Djibouti and Egypt. The Company has over 40 years of experience acting as a distributor to U.S. military commissaries and exchanges. ~~As of December 8, 2016, the~~The Company is the exclusive worldwide supplier of private brand products to U.S. military commissaries and ~~began shipping~~is continuing to partner with DeCA in the rollout of private brand products to military commissaries which began during the second quarter of fiscal 2017.

At the end of the ~~third~~first quarter, the Company’s Retail segment operated ~~147~~159 corporate owned retail stores in the Midwest ~~and Great Lakes regions~~region primarily under the banners of Family Fare, ~~Supermarkets,~~Martin’s Super Markets, VG’s Food and Pharmacy, D&W Fresh Markets, Sun Mart and Family Fresh Market. The Company also offers pharmacy services in 8899 of its corporate owned retail stores and operates 3137 fuel centers. The retail stores have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. The fourth quarter includes the Thanksgiving and Christmas holidays, and depending on the fiscal year end, may include the New Year’s holiday.

In certain geographic areas, the Company’s sales and operating performance may vary with seasonality. Many stores are dependent on tourism and therefore, are most affected by seasons and 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.

~~The Company’s~~During the quarter ended April 20, 2019, the Company made significant progress on its strategic objectives and better positioned itself for long-term growth and profitability. In line with its strategic objective to achieve mid-single digit sales growth, ~~trends accelerated~~the Company realized an increase in consolidated net sales of 6.6% compared with the ~~third~~ quarter ended April 21, 2018. The increase in net sales for the quarter was driven by the acquisition of ~~fiscal 2017 due to contributions from the recent acquisition, continued~~Martin’s Super Markets, Inc. (“Martin’s”), as well as sales growth in the Food Distribution ~~segment from both new~~ and ~~existing customers, and the significant improvement in the~~ Military ~~segment’s sales trends, despite challenging retail market conditions.~~Distribution segments. The Company ~~continues~~remains focused on its other top objectives for the current year, including strengthening its management team, systems and supply chain operations, generating improvements through its Project One Team initiative, and reducing its debt, working capital and financial leverage ratios, which will all contribute to ~~execute against key elements of its long-term strategic plan as is demonstrated by the continued sales~~improved growth in ~~its distribution operations,~~adjusted operating earnings and ~~is committed to delivering increased value and convenience to its customers.~~adjusted EBITDA.

~~Third~~First quarter ~~and year-to-date fiscal 2017~~2019 operational highlights include:

For the remainder of 2019, the Company expects Food Distribution to achieve low- to mid-single digit sales growth driven by existing customers and new business, partially offset by some attrition in the independent retail base. This expectation excludes the impact of the elimination of intercompany sales related to the acquisition of the Martin’s business, estimated to be approximately $150 to $170 million. In the Military segment, the Company expects that new business within the segment, including continued private brand growth, will largely offset the negative DeCA comparable sales trend. Within the Retail segment, the Company expects total sales will increase due to the acquisition of Martin’s and the significant current year implementation of the Company’s brand positioning, partly offset by the impact of store rationalization ~~program, and~~plans. Martin’s is expected to contribute approximately $475 million to $500 million in connection with overall business strategies, sold four corporate owned retail stores to new and existing Food Distribution customers and closed seven others in connection with lease expirations and store rationalization plans duringRetail segment net sales. From a profitability perspective, the ~~fiscal year. The Company was also able to negotiate favorable lease terminations at two of its previously closed Retail stores during~~expected net sales increases will be offset by challenges primarily within the ~~year.~~

Ashas engaged outside consultants to work with the ~~Company enters the fourth quarter~~SpartanNash team to generate profitability in this business. The unfavorable impact of fiscal 2017, it remains committed to delivering long-term value to its shareholders and focusing on top-line and earnings growth. At the beginning of the third quarter, the Company entered into an agreement to obtain incremental distribution business from a DeCA provider exiting these operations in the ~~Southwest United States. This new business, together with increasing contributions from the DeCA private brand program, are expected to grow Military’s sales~~Food Distribution segment and in the ~~fourth quarter of fiscal 2017. Retail sales trends - while improving -~~Company��s consolidated results has been significant and, as such, the improvement opportunities are ~~anticipated~~key to ~~remain negative for~~ the ~~remainder of the year. The Company also expects continued organic sales growth~~Company’s objectives in the ~~Food Distribution segment.~~

The Company expects a slight easing of deflationary pressures with modest food inflation anticipated in the fourth quarter, and therefore does not anticipate any of the LIFO benefit realized in the prior year fourth quarter to recur. The Company also anticipates that projected fourth quarter sales growth at Food Distribution and the continuation of improved sales trends at Military will be more than offset by the cycling of the prior year LIFO benefit, and that headwinds associated with hurricane impacts and the onboarding of new business will negatively affect fill rates and cause inbound freight disruptions in the fourth quarter. Retail earnings are anticipated to remain challenged for the remainder of the year as the competitive landscape and inflationary environment are expected to persist. Based on the factors noted above, the Company anticipates fourth quarter earnings will be significantly below the priorcurrent year.

The following table sets forth items from the condensed consolidated statements of ~~operations~~earnings as a percentage of net sales and the year-to-year percentage change in the dollar amounts:

Percentage of Net Sales

Percentage Change

12 Weeks

12 Weeks Ended

40 Weeks Ended

Ended

October 7,

October 8,

October 7,

October 8,

October 7,

2017

2016

2017

2016

2017

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

5.9

Gross profit

13.7

14.2

14.3

14.4

2.5

Selling, general and administrative expenses

12.0

12.3

*

12.6

12.5

3.7

Merger/acquisition and integration

0.1

0.1

0.1

0.1

(1.4
)
Restructuring charges and goodwill/asset impairment

11.8

0.1

3.6

0.4

8,339.3

Operating (loss) earnings

(10.2
)

1.7

(2.0
)

1.4

(749.0
)
Other income and expenses

0.3

0.3

*

0.3

0.2

41.7

(Loss) earnings before income taxes and discontinued operations

(10.5
)

1.4

(2.3
)

1.2

(881.0
)
Income taxes

(4.0
)
*

0.5

(0.9
)

0.5

*

(962.4
)
(Loss) earnings from continuing operations

(6.5
)

0.9

(1.4
)

0.7

(837.9
)
Loss from discontinued operations, net of taxes

—

—

—

—

(34.1
)
Net (loss) earnings

(6.5
)
%

0.9

%

(1.4
)
%

0.7

%

(841.9
)

Net Sales –The following table presents net sales by segment and variances in net sales:

	12 Weeks Ended							40 Weeks Ended
	October 7,		October 8,					October 7,		October 8,					16 Weeks Ended
(In thousands)	2017		2016		Variance			2017		2016		Variance			April 20, 2019		April 21, 2018		Variance
Food Distribution	$	937,397	$	804,500	$	132,897		$	3,041,983	$	2,615,964	$	426,019		$	1,169,238	$	1,155,211	$	14,027
Military		505,631		506,626		(995	)		1,620,021		1,686,567		(66,546	)		671,370		663,620		7,750
Retail		463,616		488,959		(25,343	)		1,541,853		1,603,885		(62,032	)		701,767		566,242		135,525
Total net sales	$	1,906,644	$	1,800,085	$	106,559		$	6,203,857	$	5,906,416	$	297,441		$	2,542,375	$	2,385,073	$	157,302

Net sales for the quarter ended ~~October 7, 2017~~April 20, 2019 (“~~third~~first quarter”) increased ~~$106.6~~$157.3 million, or ~~5.9%~~6.6%, to ~~$1.91~~$2.54 billion from ~~$1.80~~$2.39 billion in the quarter ended ~~October 8, 2016~~April 21, 2018 (“prior year quarter”). Net sales for the year-to-date period ended October 7, 2017 (“year-to-date period”) increased $297.4 million, or 5.0%, to $6.20 billion from $5.91 billion in the year-to-date period ended October 8, 2016 (“prior year-to-date period”). The ~~increase was~~increases were driven primarily by ~~contributions~~incremental sales from the ~~Caito~~Martin’s acquisition and organic growth from existing customers in the Food Distribution ~~segment,~~and Military segments, which more than offset lower organic sales in the Retail segment. ~~Third quarter net sales trends increased sequentially from the second quarter due to significantly improved sales comparisons in the Military commissary business.~~

Food Distribution net sales, after intercompany eliminations, increased ~~$132.9~~$14.0 million, or ~~16.5%~~1.2%, to ~~$937.4~~$1.17 billion in the first quarter from $1.16 billion in the prior year quarter. Before the impact of the elimination of sales to Martin’s, which became a corporate owned retail store following the acquisition of Martin’s at the beginning of 2019, sales grew 5.2%.

Military net sales increased $7.8 million, or 1.2%, to $671.4 million in the ~~third~~first quarter from ~~$804.5~~$663.6 million in the prior year quarter. ~~Net sales for the year-to-date period increased $426.0 million, or 16.3%, from $2.62 billion in the prior year-to-date period to $3.04 billion.~~ The ~~third quarter and year-to-date increases were due to contributions from the Caito acquisition and organic volume growth from existing customers.~~

Military net sales decreased $1.0 million, or 0.2%, to $505.6 million in the third quarter from $506.6 million in the prior year quarter, representing a significant improvement from the 6.8% decline in the second quarter. Net sales for the year-to-date period decreased $66.5 million, or 3.9%, from $1.69 billion in the prior year-to-date period to $1.62 billion. The third quarter and year-to-date decreases wereincrease was primarily due to incremental volume from new business with an existing customer that commenced late in the fourth quarter of 2018 and growth in DeCA’s private brand program, partially offset by lower comparable sales at ~~the~~ DeCA operated ~~commissaries, which for the third quarter were mostly offset by new business.~~locations.

Retail net sales ~~decreased $25.4~~increased $135.5 million, or ~~5.2%~~23.9%, to ~~$463.6~~$701.8 million in the ~~third~~first quarter from ~~$489.0~~$566.2 million in the prior year quarter. ~~Net sales for the year-to-date period decreased $62.0 million, or 3.9%, from $1.60 billion in the prior year-to-date period to $1.54 billion.~~ The ~~decrease~~increase in net sales was primarily attributable to ~~lower~~incremental sales ~~resulting~~ from the Martin’s acquisition. Excluding the impact of Martin’s, sales decreased 3.0%, as a result of store closures and ~~sales of retail stores ($16.7 million for the quarter and $42.8 million year-to-date) and negative comparable store sales.~~a decrease in fuel prices per gallon. Comparable store sales, excluding fuel, ~~were down 2.5%~~decreased 0.3% for the quarter ~~and 2.2% for the year-to-date period,~~ and reflect continued strong competition within the industry. The Company defines a retail store as comparable when it is in operation for 14 accounting periods (a period equals four weeks), regardless of remodels, expansions or relocated stores. ~~Please note that the~~The Company’s definition of comparable store sales may differ from similarly titled measures at other companies.

Gross Profit – Gross profit represents net sales less cost of sales, which for all non-production operations includes ~~product~~ purchase costs, in-bound freight, physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other administrative expenses. For the Company’s food processing operations, cost of sales includes direct product and production costs, inbound freight, purchasing and receiving costs, utilities, depreciation, and other indirect production costs and excludes out-bound freight and other administrative expenses. The Company’s gross profit definition may not be identical to similarly titled measures reported by other companies. Vendor allowances that relate to the 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 the Company’s 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. The distribution segments include shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of earnings.

Gross profit increased $34.5 million, or 10.1%, to ~~$261.7~~$377.7 million in the ~~third~~first quarter from ~~$255.3~~$343.2 million in the prior year quarter. As a percent of net sales, gross profit was 13.7% compared to 14.2% in the prior year quarter. Gross profit for the year-to-date period increased $37.9 million, or 4.4%, from $852.2 million in the prior year-to-date period to $890.1 million. As a percent of net sales, gross profit for the year-to-date period was 14.3%14.9% compared to 14.4% in the prior ~~year-to-date period.~~year quarter. As a percent of net sales, the ~~third~~first quarter ~~and year-to-date changes~~change in gross margin ~~were~~was primarily due to the ~~increased mix~~acquisition of Martin’s, partially offset by lower margin rates in the Food Distribution ~~sales as a percentage of total sales combined with margin investments in the~~and Retail ~~segment.~~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 (to the extent not included in Cost of sales), out-bound freight and other administrative expenses.

SG&A expenses increased ~~$8.2 million, or 3.7%,~~ to ~~$228.5~~$360.4 million in the ~~third~~first quarter from ~~$220.3~~$309.1 million in the prior year quarter, representing ~~12.0%~~14.2% of net sales in the ~~third~~first quarter compared to ~~12.3%~~13.0% in the prior year quarter. ~~SG&A~~The increase in expenses ~~for the year-to-date period increased $42.6 million, or 5.7%, from $740.1 million in the prior year-to-date period to $782.7 million, and increased to 12.6%~~ as a ~~percentage~~rate of ~~net~~ sales compared to ~~12.5% in~~ the prior year-to-date period. The third quarter and year-to-date increases in expense were primarily due to the addition of the Caito acquisition, partly offset by lower incentive compensation expenses. The rate to sales decrease in the thirdyear quarter was primarily due to an increase in the mix of ~~business~~Retail segment operations with the acquisition of Martin’s, one-time costs associated with Project One Team, as well as higher supply chain costs in both Military and ~~lower incentive compensation expenses.~~Food Distribution segments.

Merger/Acquisition and Integration – ~~Third~~First quarter and ~~year-to-date period~~prior year quarter results included ~~$2.4~~$0.8 million and ~~$7.0~~$2.2 million ~~respectively,~~ of merger/acquisition and integration expenses, respectively, mainly associated with ~~recent acquisitions. Prior~~the acquisition and integration of Martin’s in the current year quarter and ~~year-to-date results included $2.4 million and $4.2 million, respectively, of merger/acquisition and integration primarily associated with~~ the ~~merger~~integration of Spartan Stores, Inc. and Nash-Finch ~~Company.~~Company in the prior year quarter.

Restructuring (Gains) Charges ~~and Goodwill~~ and Asset Impairment –~~– Third~~ First quarter ~~andyear-to-date~~ results included ~~$224.7~~gains of $5.7 million and ~~$225.7~~prior year quarter results included charges of $6.2 million ~~respectively,~~ of net restructuring and asset ~~impairment~~impairment. The current year amount consists primarily of gains on the sale of a previously closed distribution center, partially offset by store and distribution center closing charges predominantly associated with third quarter goodwill and asset impairment charges. In the third quarter, the Company recorded a non-cash goodwill impairment charge of $189.0 million related to the Retail segment. As a result of significantly lower than expected Retail operating results due to an increasingly competitive retail environment and the related pricing pressures that are anticipated to negatively impact gross margin, operating profit, and future cash flows, the Company revised its future projections for the Retail reporting unit. The Company performed Step 1 of the goodwill impairment test by calculating the fair value of the Retail reporting unit based on its discounted estimated future cash flows. It was determined that the carrying value of the Retail segment exceeded its fair value, and consequently, the Company recorded an estimated goodwill impairment charge of $189.0 million. The Company also recorded $35.6 million of asset impairment and restructuringprior year amount includes charges ~~in the third quarter primarily~~ associated with the underlying performance of Company’s retail store base and the execution of its store rationalization program. Prior year quarter and year-to-date results included $2.7 million and $23.7 million, respectively, of restructuring and asset impairment charges. Prior year quarter restructuring charges and asset impairment consisted primarily of impairment charges related to three underperforming retail stores and additional costs, incurred in connection with winding down operations at certain closed facilities in the Food Distribution and Retail segments. Prior year-to-date period restructuring charges and asset impairment consisted primarily of charges related to the closure of three retail stores and two food distribution centers which were part of the Company’s retail store ~~and warehouse~~ rationalization ~~plan,~~plans as well as the impairment ~~charges related to three underperforming retail stores.~~of certain warehouse equipment.

Operating Earnings (Loss) – The following table presents operating earnings (loss) ~~earnings~~ by segment and variances in operating ~~earnings:~~earnings (loss):

	12 Weeks Ended								40 Weeks Ended
	October 7,			October 8,					October 7,			October 8,					16 Weeks Ended
(In thousands)	2017			2016		Variance			2017			2016		Variance			April 20, 2019			April 21, 2018			Variance
Food Distribution	$	20,350		$	18,957	$	1,393		$	68,868		$	64,040	$	4,828		$	24,592		$	24,521		$	71
Military		1,118			2,862		(1,744	)		4,517			8,792		(4,275	)		(1,557	)		1,513			(3,070	)
Retail		(215,310	)		8,048		(223,358	)		(198,641	)		11,315		(209,956	)		(826	)		(286	)		(540	)
Total operating (loss) earnings	$	(193,842	)	$	29,867	$	(223,709	)	$	(125,256	)	$	84,147	$	(209,403	)
Total operating earnings																	$	22,209		$	25,748		$	(3,539	)

Operating earnings decreased ~~$223.7~~$3.5 million to ~~a loss of $193.8~~$22.2 million in the ~~third~~first quarter from ~~earnings of $29.9~~$25.7 million in the prior year quarter. ~~Operating earnings for the year-to-date period decreased $209.4 million to a loss of $125.3 million from earnings of $84.1 million in the prior year-to-date period.~~ The ~~third quarter~~ decrease was primarily ~~due~~attributable to ~~the goodwill impairment,~~lower Food Distribution and Retail margin rates, higher ~~asset impairment charges, start-up~~supply chain costs and one-time expenses associated with the ~~new Fresh Kitchen operation~~Project One Team initiative, partially offset by favorable restructuring gains and the ~~negative impact of lower sales in~~incremental earnings from the Retail segment, which more than offset lower incentive compensation costs and organic sales growth in Food Distribution. The year-to-date decrease was primarily due to the goodwill impairment, higher asset impairment and restructuring charges predominantly related to the Retail segment as well as higher merger/acquisition and integration expenses and start-up costs associated with the recent acquisition, which more than offset the positive impacts of lower incentive compensation and organic sales growth in Food Distribution.Martin’s business.

Food Distribution operating earnings increased ~~$1.4~~$0.1 million, or ~~7.3%~~0.3%, to ~~$20.3~~$24.6 million in the ~~third~~first quarter from ~~$19.0~~$24.5 million in the prior year quarter. ~~Operating earnings for the year-to-date period increased $4.8 million, or 7.5%, to $68.9 million from $64.0 million in the prior year-to-date period.~~ The increase in reported operating earnings was primarily attributable to higher sales volumes and the gain on the sale of real property for ~~the quarter was driven by organic sales growth and lower incentive compensation, partially~~a previously closed site, offset by ~~Fresh Kitchen start-up~~lower margin rates and higher supply chain costs, one-time costs associated with Project One Team as well as severance and organizational realignment costs. The increase for the year-to-date period was driven by organic sales growth and lower incentive compensation, and lower restructuring charges related to the Company’s warehouse optimization plan, partially offset by charges related to Fresh Kitchen start-up costs and merger/acquisition and integration expenses.

Military operating earnings decreased ~~$1.7~~$3.1 million, or ~~60.9%~~202.9%, to ~~$1.1~~a $1.6 million operating loss in the first quarter from ~~$2.9~~$1.5 million in operating earnings in the prior year quarter. The decrease for the quarter was primarily attributable to operational issues at one distribution center and increases in other transportation and warehousing costs as well as one-time costs associated with Project One Team and organizational realignment costs. The decrease was partially offset by improvement in gross margin.

Retail operating loss increased $0.5 million to $0.8 million in the first quarter from $0.3 million in the prior year quarter. ~~Operating~~The decrease in operating earnings ~~for~~was primarily attributable to lower supermarket margin rates, the ~~year-to-date period decreased $4.3~~allocation of one-time costs associated with Project One Team, higher healthcare costs, merger/acquisition and integration expenses related to the Martin’s acquisition and higher fees paid to pharmacy benefit managers. Offsetting these items were the contribution of the acquired Martin’s stores, lower rent expense due to the adoption of the new lease accounting standard and the favorable impact of closing underperforming stores.

Interest Expense – Interest expense increased $3.1 million, or ~~48.6%~~35.3%, to ~~$4.5~~$11.9 million in the first quarter from $8.8 million in the prior year-to-date period. The third quarter decrease was due to higher merger/acquisition and integration and impairment expenses partly offset by margin rate improvements and lower incentive compensation expenses. The year-to-date decrease in operating earnings was primarily due to higher merger/acquisition and integration expenses, the negative impact of the shift of New Year’s Day into the first quarter, and higher costs for health care and a large insurance claim.

~~Retail operating earnings decreased $223.4 million to a loss of $215.3 million in the third quarter from earnings of $8.0 million in the prior~~ year quarter. Operating earnings for the year-to-date period decreased $210.0 million to a loss of $198.6 million from earnings of $11.3 million in the prior year-to-date period. The third quarter decrease was primarily due to the goodwill impairment, higher asset impairment charges, lower sales, and investments in margin, partly offset by lower merger/acquisition and integration expenses. The year-to-date decrease was primarily due to higher asset impairment charges, higher health care costs, lower comparable store sales and the shift of New Year’s Day, partially offset by lower merger/acquisition and integration expenses and the closure of unprofitable stores.

~~Interest Expense~~ – Interest expense increased $1.7 million, or 38.7%, to $6.1 million in the third quarter from $4.4 million in the prior year quarter. Interest expense for the year-to-date period increased $4.4 million, or 30.3%, from $14.7 million in the prior year-to-date period to $19.1 million. The increase in interest expense was primarily due to ~~increased borrowings related~~an increase in interest rates compared to the ~~Caito~~prior year and ~~BRT~~incremental borrowings to fund the Martin’s acquisition.

Income Taxes – The effective income tax ~~rates were 38.2%~~rate was 25.9% and ~~34.6%~~27.7% for the ~~third~~first quarter and prior year quarter, respectively. ~~For the year-to-date period and prior year-to-date period, the effective income tax rates were 39.4% and 36.7%, respectively.~~ The ~~differences~~difference from the federal statutory rate ~~are~~in both years is primarily due to state taxes ~~tax benefits related to~~and stock-based compensation and federal tax credits in the current year and state taxes and federal tax credits in the prior year. The Company’s effective tax rate was impacted by the stock-based compensation benefits recognized resulting from the adoption of ASU 2016-09.compensation. The tax impacts of stock-based compensation are primarily ~~generated~~realized in the first quarter due to the timing of awards and vesting schedules.

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding adjusted operating earnings, adjusted earnings from continuing operations, and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”). These are non-GAAP financial measures, as defined below, and are used by management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are useful to investors because they provide additional understanding of the trends and special circumstances that affect its business. These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted formats.

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude costs associated with the organizational realignment, which include significant changes to the Company’s management team. Also excluded are the fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. These items are considered “non-operational” or “non-core” in nature. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude start-up costs associated with the ~~new~~ Fresh Kitchen operation, ~~as well as an executive retirement stock compensation award.~~which concluded during the first quarter of 2018. The Fresh Kitchen isrepresented a ~~newly constructed facility that~~new line of business for the Company, and provides the Company with the ability to process, cook, and package fresh protein-based foods and complete meal solutions. Given the Fresh Kitchen represents a new line of business for the Company, the start-up activities associated with testing, training, and preparing the Fresh Kitchen for production, as well as incorporating the related operations into the business, are considered “non-operational” or “non-core” in nature. The retirement stock compensation award represents incremental compensation expense in connection with an executive retirement that is also considered “non-operational” or “non-core” in nature.

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 as a whole and for its operating segments. 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 distribution and retail 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 and adjusted operating earnings by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its 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 (“GAAP”), 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 ~~(loss)~~ earnings to adjusted operating earnings for the ~~12 weeks and 40~~16 weeks ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016.~~April 21, 2018.

	12 Weeks Ended					40 Weeks Ended
	October 7,			October 8,		October 7,			October 8,			16 Weeks Ended
(In thousands)	2017			2016		2017			2016			April 20, 2019			April 21, 2018
Operating (loss) earnings	$	(193,842	)	$	29,867	$	(125,256	)	$	84,147
Operating earnings												$	22,209		$	25,748
Adjustments:
Merger/acquisition and integration		2,392			2,427		7,031			4,237			782			2,206
Restructuring charges and asset impairment		224,653			2,662		225,660			23,714
Restructuring (gains) charges and asset impairment													(5,662	)		6,202
Fresh Kitchen start-up costs		2,086			—		6,688			—			—			1,366
Stock compensation associated with executive retirement		—			—		1,172
Costs associated with Project One Team													4,618			—
Organizational realignment costs													858			—
Severance associated with cost reduction initiatives		4			149		27			839			362			274
Adjusted operating earnings	$	35,293		$	35,105	$	115,322		$	112,937		$	23,167		$	35,796
Reconciliation of operating earnings (loss) to adjusted operating earnings by segment:
Reconciliation of operating earnings (loss) to adjusted operating earnings (loss) by segment:												Reconciliation of operating earnings (loss) to adjusted operating earnings (loss) by segment:
Food Distribution:
Operating earnings	$	20,350		$	18,957	$	68,868		$	64,040		$	24,592		$	24,521
Adjustments:
Merger/acquisition and integration		939			639		5,254			1,201			(130	)		2,195
Restructuring charges and asset impairment		379			207		1,280			4,749
Restructuring (gains) charges and asset impairment													(6,343	)		1,260
Fresh Kitchen start-up costs		2,086			—		6,688			—			—			1,366
Stock compensation associated with executive retirement		—			—		591			—
Costs associated with Project One Team													2,448			—
Organizational realignment costs													455			—
Severance associated with cost reduction initiatives		4			12		25			218			324			193
Adjusted operating earnings	$	23,758		$	19,815	$	82,706		$	70,208		$	21,346		$	29,535
Military:
Operating earnings	$	1,118		$	2,862	$	4,517		$	8,792
Adjustments:
Merger/acquisition and integration		1,453			—		1,453			1
Restructuring charges (gains)		500			18		500			(241	)
Stock compensation associated with executive retirement		—			—		147			—
Severance associated with cost reduction initiatives		—			20		1			242
Adjusted operating earnings	$	3,071		$	2,900	$	6,618		$	8,794
Retail:
Operating (loss) earnings	$	(215,310	)	$	8,048	$	(198,641	)	$	11,315		$	(1,557	)	$	1,513
Adjustments:
Merger/acquisition and integration		—			1,788		324			3,035			—			4
Costs associated with Project One Team													600			—
Organizational realignment costs													111			—
Severance associated with cost reduction initiatives													9			52
Adjusted operating (loss) earnings												$	(837	)	$	1,569
Retail:
Operating loss												$	(826	)	$	(286	)
Adjustments:
Merger/acquisition and integration													912			7
Restructuring charges and asset impairment		223,774			2,437		223,880			19,206			681			4,942
Stock compensation associated with executive retirement		—			—		434			—
Costs associated with Project One Team													1,570			—
Organizational realignment costs													292			—
Severance associated with cost reduction initiatives		—			117		1			379			29			29
Adjusted operating earnings	$	8,464		$	12,390	$	25,998		$	33,935		$	2,658		$	4,692

Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines 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.

The Company believes that adjusted earnings from continuing operations provide a meaningful representation of its operating performance for the Company. The Company considers 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 its distribution and retail 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 earnings from continuing operations 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 both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its 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. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of ~~(loss)~~ earnings from continuing operations to adjusted earnings from continuing operations for the ~~12 weeks and 40~~16 weeks ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016.~~April 21, 2018.

	16 Weeks Ended
	April 20, 2019					April 21, 2018
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Earnings from continuing operations	$	7,521		$	0.21	$	12,435		$	0.34
Adjustments:
Merger/acquisition and integration		782					2,206
Restructuring (gains) charges and asset impairment		(5,662	)				6,202
Fresh Kitchen start-up costs		—					1,366
Costs associated with Project One Team		4,618					—
Organizational realignment costs		858					—
Severance associated with cost reduction initiatives		362					274
Pension termination		353					—
Total adjustments		1,311					10,048
Income tax effect on adjustments (a)		(304	)				(2,437	)
Total adjustments, net of taxes		1,007			0.03		7,611			0.21
Adjusted earnings from continuing operations	$	8,528		$	0.24	$	20,046		$	0.55

(a) The income tax effect on adjustments is computed by applying the effective tax rate, before discrete tax items, to the total adjustments for the period.

12 Weeks Ended

October 7, 2017

October 8, 2016

per diluted

per diluted

(In thousands, except per share amounts)
Earnings

share

Earnings

share

(Loss) earnings from continuing operations
$

(123,452
)

$

(3.31
)

$

16,730

$

0.45

Adjustments:

Merger/acquisition and integration

2,392

2,427

Restructuring charges and asset impairment

224,653

2,662

Fresh Kitchen start-up costs

2,086

—

Severance associated with cost reduction initiatives

4

149

Total adjustments

229,135

5,238

Income tax effect on adjustments (a)

(85,546
)

(1,918
)

Total adjustments, net of taxes

143,589

3.85

3,320

0.08

Adjusted earnings from continuing operations
$

20,137

$

0.54

$

20,050

$

0.53

40 Weeks Ended

October 7, 2017

October 8, 2016

per diluted

per diluted

(In thousands, except per share amounts)
Earnings

share

Earnings

share

(Loss) earnings from continuing operations
$

(87,327
)

$

(2.32
)

$

44,250

$

1.18

Adjustments:

Merger integration and acquisition expenses

7,031

4,237

Restructuring charges and asset impairment

225,660

23,714

Fresh Kitchen start-up costs

6,688

—

Severance associated with cost reduction initiatives

27

839

Stock compensation associated with executive retirement

1,172

—

Total adjustments

240,578

28,790

Income tax effect on adjustments (a)

(89,840
)

(10,871
)

Total adjustments, net of taxes

150,738

4.01

17,919

0.48

Adjusted earnings from continuing operations
$

63,411

$

1.69

$

62,169

$

1.66

* Includes rounding

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”) is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including deferred (stock) compensation, the LIFO provision, as well as 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 EBITDA provides a meaningful representation of its operating performance for the Company ~~as a whole~~ and for its operating segments. The Company considers 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 its distribution and retail 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 and adjusted EBITDA by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted EBITDA format.

Adjusted EBITDA and adjusted EBITDA by segment are not measures 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. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings to adjusted EBITDA for the ~~12 weeks and 40~~16 weeks ended ~~October 7, 2017~~April 20, 2019 and ~~October 8, 2016.~~April 21, 2018.

Following is a reconciliation of operating earnings (loss) to adjusted EBITDA by segment for the 16 weeks ended April 20, 2019 and April 21, 2018.

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,			16 Weeks Ended
(In thousands)	2017			2016			2017			2016			April 20, 2019			April 21, 2018
Net (loss) earnings	$	(123,506	)	$	16,648		$	(87,452	)	$	43,982
Loss from discontinued operations, net of tax		54			82			125			268
Income taxes		(76,445	)		8,864			(56,809	)		25,635
Other expenses, net		6,055			4,273			18,880			14,262
Operating (loss) earnings		(193,842	)		29,867			(125,256	)		84,147
Adjustments:
LIFO expense (benefit)		192			(341	)		2,474			2,130
Depreciation and amortization		19,455			17,927			63,553			58,931
Merger/acquisition and integration		2,392			2,427			7,031			4,237
Restructuring charges and asset impairment		224,653			2,662			225,660			23,714
Fresh Kitchen start-up costs		2,086			—			6,688			—
Stock-based compensation		1,102			943			8,593			7,010
Other non-cash (gains) charges		(138	)		(71	)		(661	)		3
Adjusted EBITDA	$	55,900		$	53,414		$	188,082		$	180,172
Reconciliation of operating earnings (loss) to adjusted EBITDA by segment:
Food Distribution:
Operating earnings	$	20,350		$	18,957		$	68,868		$	64,040		$	24,592		$	24,521
Adjustments:
LIFO expense (benefit)		98			(348	)		1,361			941
LIFO expense														703			766
Depreciation and amortization		6,862			4,842			22,291			16,139			10,233			9,321
Merger/acquisition and integration		939			639			5,254			1,201			(130	)		2,195
Restructuring charges and asset impairment		379			207			1,280			4,749
Restructuring (gains) charges and asset impairment														(6,343	)		1,260
Fresh Kitchen start-up costs		2,086			—			6,688			—			—			1,366
Stock-based compensation		488			409			3,999			3,090			2,676			2,526
Other non-cash (gains) charges		(57	)		(61	)		(11	)		137
Non-cash rent														57			(22	)
Costs associated with Project One Team														2,448			—
Organizational realignment costs														455			—
Other non-cash charges														319			237
Adjusted EBITDA	$	31,145		$	24,645		$	109,730		$	90,297		$	35,010		$	42,170
Military:
Operating earnings	$	1,118		$	2,862		$	4,517		$	8,792
Operating (loss) earnings													$	(1,557	)	$	1,513
Adjustments:
LIFO (benefit) expense		(63	)		134			329			678
LIFO expense														378			424
Depreciation and amortization		2,786			2,693			8,832			8,850			3,597			3,678
Merger/acquisition and integration		1,453			—			1,453			1			—			4
Restructuring charges (gains)		500			18			500			(241	)
Stock-based compensation		186			171			1,313			1,178			854			805
Other non-cash charges (gains)		1			58			(15	)		262
Non-cash rent														(122	)		(1	)
Costs associated with Project One Team														600			—
Organizational realignment costs														111			—
Other non-cash gains														(20	)		(70	)
Adjusted EBITDA	$	5,981		$	5,936		$	16,929		$	19,520		$	3,841		$	6,353
Retail:
Operating (loss) earnings	$	(215,310	)	$	8,048		$	(198,641	)	$	11,315
Operating loss													$	(826	)	$	(286	)
Adjustments:
LIFO expense (benefit)		157			(127	)		784			511
LIFO expense														344			350
Depreciation and amortization		9,807			10,392			32,430			33,942			12,802			12,019
Merger/acquisition and integration		—			1,788			324			3,035			912			7
Restructuring charges and asset impairment		223,774			2,437			223,880			19,206			681			4,942
Stock-based compensation		428			363			3,281	��		2,742			1,853			1,959
Other non-cash gains		(82	)		(68	)		(635	)		(396	)
Non-cash rent														(1,853	)		(54	)
Costs associated with Project One Team														1,570			—
Organizational realignment costs														292			—
Other non-cash charges (gains)														43			(289	)
Adjusted EBITDA	$	18,774		$	22,833		$	61,423		$	70,355		$	15,818		$	18,648

The following table summarizes the Company’s consolidated statements of cash flows:

40 Weeks Ended

October 7,

October 8,

(In thousands)

2017

2016

Cash flow activities

Net cash provided by operating activities (a)

$

71,563

$

81,134

Net cash used in investing activities

(277,156
)

(52,536
)
Net cash provided by (used in) financing activities (a)

194,444

(24,505
)
Net cash used in discontinued operations

(48
)

(414
)
Net (decrease) increase in cash and cash equivalents

(11,197
)

3,679

Cash and cash equivalents at beginning of fiscal year

24,351

22,719

Cash and cash equivalents at end of fiscal year

$

13,154

$

26,398

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Cash flow activities
Net cash provided by operating activities	$	13,519		$	60,381
Net cash used in investing activities		(87,225	)		(20,933	)
Net cash provided by (used in) financing activities		76,567			(37,863	)
Net cash used in discontinued operations		(86	)		(85	)
Net increase in cash and cash equivalents		2,775			1,500
Cash and cash equivalents at beginning of the period		18,585			15,667
Cash and cash equivalents at end of the period	$	21,360		$	17,167

~~(a)~~ Prior period amounts have been adjusted for the impact of the adoption of ASU 2016-09. Refer to Note 2 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for further information.

Net cash provided by operating activities. Net cash provided by operating activities decreased during the current year-to-date period from the prior year-to-date period by approximately ~~$9.6~~$46.9 million ~~mainly~~and was primarily due to the timing of working capital requirements, particularly ~~higher~~due to increases in accounts receivable and inventory balances ~~associated with~~driven by increases in sales ~~to new and existing distribution customers, largely~~volumes, which were partially offset by ~~lower customer advances to support sales growth~~improvements in accounts payable compared to the prior ~~year period.~~year.

Net cash used in investing activities. Net cash used in investing activities increased ~~$224.6~~$66.3 million in the current year compared to the prior year primarily due to the ~~recent~~Martin’s acquisition ~~(see Note 3 to~~made in the ~~condensed consolidated financial statements).~~current year quarter, partially offset by proceeds from the sale of real property for a previously closed site and fewer capital expenditures than in the prior year.

The Food Distribution, Military and Retail segments utilized ~~25.1%~~26.5%, ~~11.1%~~7.1% and ~~63.8%~~66.4% of capital expenditures, respectively, in the current year.

Net cash provided by (used in) financing activities. Net cash provided by financing activities increased ~~$218.9~~$114.4 million in the current year compared to the prior year use of cash primarily due to borrowings on the revolving credit facility to fund the ~~recent acquisition.~~Martin’s acquisition and working capital.

Net cash used in discontinued operations. Net cash used in discontinued operations contains the net cash flows of the Company’s Retail and Food Distribution discontinued operations and is primarily composed of facility maintenance expenditures.

Total debt, including ~~capital~~finance lease ~~obligations and current maturities,~~liabilities, was ~~$670.9~~$771.1 million and ~~$431.1~~$698.1 million as of ~~October 7, 2017~~April 20, 2019 and December ~~31, 2016,~~29, 2018, respectively. The increase in total debt was driven by ~~drawdowns on~~ the ~~credit facility to finance the recent acquisition.~~

~~Subsequent to the end~~current year acquisition of the third quarter of fiscal 2017, the Company paid the outstanding balance on the Senior secured term loan of $52.2 million with proceeds from its Senior secured revolving credit facility. As a result of this transaction, annual interest expense is expected to be reduced through a reduction of the average interest rates paid.Martin’s, partially offset by payments.

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility which has maximum available credit of ~~$1.0~~$1.1 billion. As of ~~October 7, 2017,~~April 20, 2019, the senior secured ~~revolving~~ credit facility ~~and senior secured term loan collectively~~ had outstanding borrowings of ~~$627.7~~$727.7 million. Additional available borrowings under the Company’s ~~$1.0~~$1.1 billion credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base, as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of ~~$348.2~~$204.7 million at ~~October 7, 2017.~~April 20, 2019. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which ~~$9.2~~$13.1 million were outstanding as of ~~October 7, 2017.~~April 20, 2019. The revolving credit facility matures December ~~2021,~~18, 2023 and is secured by substantially all of the Company’s assets.

The Company believes 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 debt service obligations for the foreseeable future. However, there can be no assurance that the business will continue to generate cash flow at or above current levels or that the Company will maintain its ability to borrow under the ~~credit facility.~~Credit Agreement.

The Company’s current ratio (current assets to current liabilities) was ~~1.81-to-1~~1.90-to-1 at ~~October 7, 2017~~April 20, 2019 compared to ~~1.77-to-1~~2.10-to-1 at December ~~31, 2016,~~29, 2018, and its investment in working capital was ~~$455.6~~$497.7 million at ~~October 7, 2017~~April 20, 2019 compared to ~~$387.5~~$524.6 million at December ~~31, 2016.~~29, 2018. Net debt to total capital ratio was ~~0.48-to-1~~0.52-to-1 at ~~October 7, 2017~~April 20, 2019 compared to ~~0.33-to-1~~0.49-to-1 at December ~~31, 2016.~~29, 2018. The current year ratios include the impact of the adoption of the new lease standard (ASU 2016-02) and therefore lack comparability to the prior year ratios.

Total net debt is a non-GAAP financial measure that is defined as long-term debt and ~~capital~~finance lease ~~obligations,~~liabilities, plus current maturities of long-term debt and ~~capital~~finance lease ~~obligations,~~liabilities, less cash and cash equivalents. The ratio of net debt to capital is a non-GAAP financial measure that is calculated by dividing net debt, as defined previously, by total capital (net debt plus total shareholders’ equity). The Company believes both management and its 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. Total net debt is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Following is a reconciliation of long-term debt and ~~capital~~finance lease ~~obligations~~liabilities to total net long-term debt and ~~capital~~finance lease ~~obligations~~liabilities as of ~~October 7, 2017~~April 20, 2019 and December ~~31, 2016.~~

	October 7,			December 31,			April 20,			December 29,
	2017			2016
Current maturities of long-term debt and capital lease obligations	$	19,407		$	17,424
Long-term debt and capital lease obligations		651,537			413,675
(In thousands)							2019			2018
Current portion of long-term debt and finance lease liabilities							$	18,006		$	18,263
Long-term debt and finance lease liabilities								753,118			679,797
Total debt		670,944			431,099			771,124			698,060
Cash and cash equivalents		(13,154	)		(24,351	)		(21,360	)		(18,585	)
Total net long-term debt	$	657,790		$	406,748		$	749,764		$	679,475

For information on contractual obligations, see the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016.~~29, 2018. At ~~October 7, 2017,~~April 20, 2019, there have been no material changes to the Company’s significant contractual obligations outside the ordinary course of business.

During the ~~year-to-date period~~quarter ended ~~October 7, 2017,~~April 20, 2019, the Company returned ~~$41.1~~$6.9 million to shareholders from dividend ~~payments and share repurchases.~~payments. A ~~10.0%~~5.6% increase in the quarterly dividend rate from ~~$0.15~~$0.18 per share to ~~$0.165~~$0.19 per share was approved by the Board of Directors and announced on ~~March 6, 2017.~~February 28, 2019. Although the Company expects 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 depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

Under the senior revolving credit facility, the Company is generally permitted to pay dividends in any fiscal year up to an amount such that all cash dividends, together with any cash distributions and share repurchases, do not exceed ~~$25.0~~$35.0 million. Additionally, the Company is generally permitted to pay cash dividends and repurchase shares in excess of ~~$25.0~~$35.0 million in any fiscal year so long as its Excess Availability, as defined in the senior revolving credit facility, is in excess of 10% of the Total Borrowing Base, as defined in the senior revolving credit facility, before and after giving effect to the repurchases and dividends.

The Company has also made certain commercial commitments that extend beyond ~~October 7, 2017.~~April 20, 2019. These commitments consist primarily of ~~operating leases and~~ purchase commitments (as disclosed in the Company’s Annual Report on Form 10-K for the year ended December ~~31, 2016)~~29, 2018), standby letters of credit of ~~$9.2~~$13.1 million as of ~~October 7, 2017,~~April 20, 2019, and interest on long-term debt and ~~capital~~finance lease ~~obligations.~~liabilities.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, restructuring costs, retirement benefits, stock-based compensation, contingencies and litigation. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 8, Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016~~29, 2018 should be reviewed as they are integral to the understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December ~~31, 2016.~~29, 2018.

Refer to Note 2 in the notes to the condensed consolidated financial statements for further information.

There have been no material changes in market risk of SpartanNash from the information provided in 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 December ~~31, 2016.~~29, 2018.

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of ~~October 7, 2017~~April 20, 2019 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”). As of the Evaluation Date, SpartanNash Company’s management, including the CEO, CFO and CAO, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits 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 the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial officers as appropriate to allow for timely decisions regarding required disclosure. During the ~~third~~first quarter there was no change in SpartanNash’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 1216 week period ended ~~October 7, 2017. All employee transactions are under associate stock compensation plans.~~April 20, 2019. These may include: (1) shares of SpartanNash 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. For the first quarter of 2019, all shares purchased by SpartanNash related to shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares.

During the fourth quarter of 2017, the Board authorized a publicly announced $50 million share repurchase program, expiring in 2022. No repurchases were made under this program during the first quarter of 2019. At April 20, 2019 $45.0 million remains available under the program.

Total

Number

Average

of Shares

Price Paid

Period

Purchased

per Share

July 16 – August 12, 2017

Repurchase Program

265,378

$

26.86

August 13 – September 9, 2017

None

—

$

—

September 10 – October 7, 2017

Employee Transactions

1,550

$

26.46

Repurchase Program

296,472

$

25.30

Total for Quarter ended October 7, 2017

Employee Transactions

1,550

$

26.46

Repurchase Program

561,850

$

26.03

			Average
	Total Number		Price Paid
Fiscal Period	of Shares Purchased		per Share
December 30, 2018 - January 26, 2019
Employee Transactions		—	$	—
Repurchase Program		—	$	—
January 27 - February 23, 2019
Employee Transactions		—	$	—
Repurchase Program		—	$	—
February 24 - March 23, 2019
Employee Transactions		77,192	$	18.44
Repurchase Program		—	$	—
March 24 - April 20, 2019
Employee Transactions		19,624	$	16.38
Repurchase Program		—	$	—
Total for quarter ended April 20, 2019
Employee Transactions		96,816	$	18.02
Repurchase Program		—	$	—

The following documents are filed as exhibits to this Quarterly Report on Form 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)

	October 7,			December 31,
(In thousands)	2017			2016
Senior secured revolving credit facility, due December 2021	$	575,550		$	359,127
Senior secured term loan, due December 2021		52,172			26,954
Capital lease obligations		44,114			48,255
Other, 2.61% - 8.75%, due 2019 - 2020		6,238			5,028
Total debt - Principal		678,074			439,364
Unamortized debt issuance costs		(7,130	)		(8,265	)
Total debt		670,944			431,099
Less current portion		19,407			17,424
Total long-term debt	$	651,537		$	413,675

	October 7,		December 31,
(In thousands)	2017		2016
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and capital lease obligations	$	19,407	$	17,424
Long-term debt and capital lease obligations		658,667		421,940
Total book value of debt instruments		678,074		439,364
Fair value of debt instruments, excluding debt financing costs		679,367		440,759
Excess of fair value over book value	$	1,293	$	1,395

	April 20,		December 29,
(In thousands)	2019		2018
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	18,006	$	18,263
Long-term debt and finance lease liabilities		759,678		686,594
Total book value of debt instruments		777,684		704,857
Fair value of debt instruments, excluding debt financing costs		778,671		705,875
Excess of fair value over book value	$	987	$	1,018

Unobservable Input	Range
Discount rate		11.80%
Probability of payments	0% - 100%
Projected ~~fiscal~~ year(s) of payments	~~2017 -~~ 2019

(In thousands)	April 20, 2019
Operating leases:
Operating lease assets	$		273,537

Current portion of operating lease liabilities	$		41,425
Noncurrent operating lease liabilities			279,599
Total operating lease liabilities	$		321,024
Finance leases:
Property and equipment, at cost	$		62,103
Accumulated amortization			(28,271	)
Property and equipment, net	$		33,832

Current portion of finance lease liabilities	$		6,109
Noncurrent finance lease liabilities			33,838
Total finance lease liabilities	$		39,947

Weighted average remaining lease term:
Operating leases		9.2 years
Finance leases		10.0 years

Weighted average discount rate:
Operating leases			5.7	%
Finance leases			8.2	%

	Operating		Finance
(In thousands)	Leases		Leases		Total
2019	$	41,017		6,563	$	47,580
2020		54,486		7,420		61,906
2021		49,571		5,378		54,949
2022		43,570		4,785		48,355
2023		39,179		4,401		43,580
Thereafter		189,183		31,479		220,662
Total		417,006		60,026		477,032
Less interest		95,982		20,079		116,061
Present value of lease liabilities		321,024		39,947		360,971
Less current portion		41,425		6,109		47,534
Long-term lease liabilities	$	279,599	$	33,838	$	313,437

	Percentage of Net Sales														Percentage Change
															12 Weeks
	12 Weeks Ended							40 Weeks Ended							Ended
	October 7,				October 8,			October 7,				October 8,			October 7,
	2017				2016			2017				2016			2017
Net sales		100.0		%		100.0	%		100.0		%		100.0	%		5.9
Gross profit		13.7				14.2			14.3				14.4			2.5
Selling, general and administrative expenses		12.0				12.3	*		12.6				12.5			3.7
Merger/acquisition and integration		0.1				0.1			0.1				0.1			(1.4	)
Restructuring charges and goodwill/asset impairment		11.8				0.1			3.6				0.4			8,339.3
Operating (loss) earnings		(10.2	)			1.7			(2.0	)			1.4			(749.0	)
Other income and expenses		0.3				0.3	*		0.3				0.2			41.7
(Loss) earnings before income taxes and discontinued operations		(10.5	)			1.4			(2.3	)			1.2			(881.0	)
Income taxes		(4.0	)	*		0.5			(0.9	)			0.5	*		(962.4	)
(Loss) earnings from continuing operations		(6.5	)			0.9			(1.4	)			0.7			(837.9	)
Loss from discontinued operations, net of taxes		—				—			—				—			(34.1	)
Net (loss) earnings		(6.5	)	%		0.9	%		(1.4	)	%		0.7	%		(841.9	)

	12 Weeks Ended
	October 7, 2017						October 8, 2016
				per diluted						per diluted
(In thousands, except per share amounts)	Earnings			share			Earnings			share
(Loss) earnings from continuing operations	$	(123,452	)	$	(3.31	)	$	16,730		$	0.45
Adjustments:
Merger/acquisition and integration		2,392						2,427
Restructuring charges and asset impairment		224,653						2,662
Fresh Kitchen start-up costs		2,086						—
Severance associated with cost reduction initiatives		4						149
Total adjustments		229,135						5,238
Income tax effect on adjustments (a)		(85,546	)					(1,918	)
Total adjustments, net of taxes		143,589			3.85			3,320			0.08
Adjusted earnings from continuing operations	$	20,137		$	0.54		$	20,050		$	0.53



	40 Weeks Ended
	October 7, 2017						October 8, 2016
				per diluted						per diluted
(In thousands, except per share amounts)	Earnings			share			Earnings			share
(Loss) earnings from continuing operations	$	(87,327	)	$	(2.32	)	$	44,250		$	1.18
Adjustments:
Merger integration and acquisition expenses		7,031						4,237
Restructuring charges and asset impairment		225,660						23,714
Fresh Kitchen start-up costs		6,688						—
Severance associated with cost reduction initiatives		27						839
Stock compensation associated with executive retirement		1,172						—
Total adjustments		240,578						28,790
Income tax effect on adjustments (a)		(89,840	)					(10,871	)
Total adjustments, net of taxes		150,738			4.01			17,919			0.48
Adjusted earnings from continuing operations	$	63,411		$	1.69		$	62,169		$	1.66
* Includes rounding

	Total
	Number		Average
	of Shares		Price Paid
Period	Purchased		per Share
July 16 – August 12, 2017
Repurchase Program		265,378	$	26.86
August 13 – September 9, 2017
None		—	$	—
September 10 – October 7, 2017
Employee Transactions		1,550	$	26.46
Repurchase Program		296,472	$	25.30
Total for Quarter ended October 7, 2017
Employee Transactions		1,550	$	26.46
Repurchase Program		561,850	$	26.03

Exhibit Number		Document

~~2.1~~		~~Asset Purchase Agreement dated as of November 3, 2016 by and among SpartanNash Company, Caito Food Service, Inc., Blue Ribbon Transport, Inc., and Matthew Caito as Seller’s Representative. Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on~~ ~~November 4, 2016. Incorporated herein by reference.~~

~~2.2~~		Amendment to Asset Purchase Agreement dated as of January 6, 2017 by and among SpartanNash Company, Caito Food Service, Inc., Blue Ribbon Transport, Inc., and Matthew Caito as Seller’s Representative~~. Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 9, 2017. Incorporated herein by reference.~~

3.1		Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 15, 2017. Incorporated herein by reference.

3.2		Bylaws of SpartanNash Company, as ~~amended~~.amended. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1, 2017. Here incorporated by reference.

10.1		~~Executive Employment~~Amendment No. 5 to Amended and Restated Loan and Security Agreement, ~~between~~dated March 22, 2019, among SpartanNash Company and ~~Mark Shamber~~certain of its subsidiaries, as borrowers, and Wells Fargo Capital Finance, LLC, as administrative agent, and certain lenders from time to time party thereto..

10.2		Form of Restricted Stock Award to Non-Employee Directors.

10.3		Form of Restricted Stock Award to Executive ~~Severance Agreement between SpartanNash Company and Mark Shamber~~Officers..

10.4		Summary of 2019 Long-Term Incentive Plan.

10.5		Summary of 2019 Annual Cash Incentive Plan.

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

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

31.3		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~.2002.

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	12 Weeks Ended								40 Weeks Ended
	October 7,				October 8,				October 7,				October 8,
(In thousands, except percentages)	2017				2016				2017				2016
Center store (a)	$	1,187,631	62.3	%	$	1,143,964	63.6	%	$	3,784,779	61.0	%	$	3,731,362	63.2	%
Fresh (b)		608,136	31.9			544,200	30.2			2,051,954	33.1			1,821,347	30.8
Pharmacy		80,455	4.2			84,039	4.7			271,170	4.4			269,524	4.6
Fuel		30,422	1.6			27,882	1.5			95,954	1.5			84,183	1.4
Consolidated net sales	$	1,906,644	100.0	%	$	1,800,085	100.0	%	$	6,203,857	100.0	%	$	5,906,416	100.0	%