10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 12, 2014.

OR

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

For the transition period from                      to                     .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Michigan	38-0593940
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
850 76th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan	49518
(Address of Principal Executive Offices)	(Zip Code)

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller Reporting Company	¨

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

As of August 11, 2014, the registrant had 37,725,521 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Quarterly Report on Form 10-Q, in our press releases and in our website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash”). 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 Form 10-Q, are inherently forward-looking. Our asset impairment, restructuring cost provisions and fair value measurements are estimates and actual costs may be more or less than these estimates and differences may be material. The purchase price allocation for the merger with Nash-Finch Company is preliminary and the final completion of the valuation process to determine fair values of assets and liabilities assumed may result in adjustments. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report, release, presentation, or statement.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the transition period ended December 28, 2013 (in particular, you should refer to the discussion of “Risk Factors” in Item 1A of our Transition Report on Form 10-K) and other periodic reports filed with the Securities and Exchange Commission, there are many important factors that could cause actual results to differ materially.

Our ability to achieve sales and earnings expectations; improve operating results; realize benefits of the merger with Nash-Finch Company (including realization of synergies); maintain and strengthen our retail-store performance; assimilate acquired distribution centers and stores; maintain or grow sales; respond successfully to competitors including remodels and new openings; maintain gross margin; effectively address food cost or price inflation or deflation; maintain and improve customer and supplier relationships; realize expected synergies from other acquisition activity; realize expected benefits of restructuring; realize growth opportunities; maintain or expand our customer base; reduce operating costs; sell on favorable terms assets held for sale; generate cash; continue to meet the terms of our debt covenants; continue to pay dividends, and successfully implement and realize the expected benefits of the other programs, initiatives, systems, plans, priorities, strategies, objectives, goals or expectations described in this Quarterly Report, our other reports, our press releases and our public comments will be affected by changes in economic conditions generally or in the markets and geographic areas that we serve, adverse effects of the changing food and distribution industries, adverse changes in government funded consumer assistance programs, possible changes in the military commissary system, including those stemming from the redeployment of forces, congressional action, changes in funding levels, or the effects of mandated reductions in or sequestration of government expenditures, and other factors.

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

2

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	July 12, 2014			December 28, 2013
Assets
Current assets
Cash and cash equivalents	$	6,420		$	9,216
Accounts and notes receivable, net		334,440			285,471
Inventories, net		564,628			589,497
Prepaid expenses and other current assets		35,675			38,423
Property and equipment held for sale		—			440
Total current assets		941,163			923,047
Property and equipment, net		606,969			628,482
Goodwill		312,252			313,020
Other assets, net		128,850			134,514
Total assets	$	1,989,234		$	1,999,063
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	375,592		$	364,972
Accrued payroll and benefits		68,893			85,495
Other accrued expenses		45,815			54,412
Deferred income taxes		26,816			23,827
Current maturities of long-term debt and capital lease obligations		7,189			7,345
Total current liabilities		524,305			536,051
Long-term liabilities
Deferred income taxes		97,538			91,966
Postretirement benefits		19,884			22,009
Other long-term liabilities		38,204			43,845
Long-term debt and capital lease obligations		576,474			598,319
Total long-term liabilities		732,100			756,139
Commitments and contingencies (Note 7)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 37,725 and 37,371 shares outstanding		523,148			518,056
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—
Accumulated other comprehensive loss		(8,500	)		(8,794	)
Retained earnings		218,181			197,611
Total shareholders’ equity		732,829			706,873
Total liabilities and shareholders’ equity	$	1,989,234		$	1,999,063

See accompanying notes to condensed consolidated financial statements.

3

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	12 Weeks Ended						28 Weeks Ended
	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013
Net sales	$	1,810,175		$	651,125		$	4,143,902		$	1,431,403
Cost of sales		1,544,784			517,708			3,531,961			1,126,263
Gross profit		265,391			133,417			611,941			305,140
Operating expenses
Selling, general and administrative		229,083			114,887			543,760			264,285
Merger transaction and integration		2,581			2,377			6,749			2,377
Restructuring and asset impairment		1,078			987			1,205			2,220
Total operating expenses		232,742			118,251			551,714			268,882
Operating earnings		32,649			15,166			60,227			36,258
Other income and expenses
Interest expense		5,475			2,239			12,949			6,006
Debt extinguishment		—			—			—			2,762
Other, net		—			(8	)		5			(15	)
Total other income and expenses		5,475			2,231			12,954			8,753
Earnings before income taxes and discontinued operations		27,174			12,935			47,273			27,505
Income taxes		9,779			4,879			17,359			10,537
Earnings from continuing operations		17,395			8,056			29,914			16,968
Loss from discontinued operations, net of taxes		(76	)		(64	)		(285	)		(340	)
Net earnings	$	$17,319		$	7,992		$	29,629		$	16,628
Basic earnings per share:
Earnings from continuing operations	$	$0.46		$	0.37		$	0.79		$	0.78
Loss from discontinued operations		—			—			(0.00	)*		(0.02	)
Net earnings	$	$0.46		$	0.37		$	0.79		$	0.76
Diluted earnings per share:
Earnings from continuing operations	$	$0.46		$	0.37		$	0.79		$	0.78
Loss from discontinued operations		—			(0.01	)*		(0.00	)*		(0.02	)
Net earnings	$	$0.46		$	0.36		$	0.79		$	0.76
Weighted average shares outstanding:
Basic		37,744			21,858			37,662			21,796
Diluted		37,810			21,940			37,738			21,875

See accompanying notes to condensed consolidated financial statements.

* Includes rounding

4

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	12 Weeks Ended						28 Weeks Ended
	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013
Net earnings	$	17,319		$	7,992		$	29,629		$	16,628
Other comprehensive income, before tax
Pension and postretirement liability adjustment		204			336			475			509
Total other comprehensive income, before tax		204			336			475			509
Income tax benefit related to items of other comprehensive income		(78	)		(130	)		(181	)		(197	)
Total other comprehensive income, after tax		126			206			294			312
Comprehensive income	$	17,445		$	8,198		$	29,923		$	16,940

See accompanying notes to condensed consolidated financial statements.

5

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Shares Outstanding			Common Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
Balance – December 28, 2013		37,371		$	518,056		$	(8,794	)	$	197,611		$	706,873
Net earnings		—			—			—			29,629			29,629
Other comprehensive income		—			—			294			—			294
Dividends—$0.24 per share		—			—			—			(9,059	)		(9,059	)
Stock-based employee compensation		—			5,064			—			—			5,064
Issuances of common stock and related tax benefit on stock option exercises and stock bonus plan and from deferred compensation plan		130			1,165			—			—			1,165
Issuances of restricted stock and related income tax benefits		310			492			—			—			492
Cancellations of restricted stock		(86	)		(1,629	)		—			—			(1,629	)
Balance – July 12, 2014		37,725		$	523,148		$	(8,500	)	$	218,181		$	732,829

See accompanying notes to condensed consolidated financial statements.

6

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	28 Weeks Ended
	July 12, 2014			July 20, 2013
Cash flows from operating activities
Net earnings	$	29,629		$	16,628
Loss from discontinued operations, net of tax		285			340
Earnings from continuing operations		29,914			16,968
Adjustments to reconcile net earnings to net cash provided by operating activities:
Restructuring and asset impairment charges		1,205			2,220
Convertible debt interest		—			379
Loss on debt extinguishment		—			2,762
Depreciation and amortization		47,702			21,968
LIFO expense		3,527			246
Postretirement benefits expense		2,843			81
Deferred income taxes		4,182			(6,978	)
Stock-based compensation expense		5,064			2,127
Excess tax benefit on stock compensation		(601	)		(124	)
Other, net		(156	)		50
Changes in operating assets and liabilities:
Accounts receivable		(47,178	)		(10,603	)
Inventories		20,305			5,750
Prepaid expenses and other assets		3,123			6,097
Accounts payable		23,566			8,825
Accrued payroll and benefits		(17,617	)		(4,385	)
Postretirement benefit payments		(4,798	)		(211	)
Accrued income taxes		4,209			4,989
Other accrued expenses and other liabilities		(11,317	)		(2,720	)
Net cash provided by operating activities		63,973			47,441
Cash flows from investing activities
Purchases of property and equipment		(37,620	)		(19,526	)
Net proceeds from the sale of assets		3,427			102
Loans to customers		(4,544	)		—
Payments from customers on loans		2,453			—
Other		(163	)		(324	)
Net cash used in investing activities		(36,447	)		(19,748	)
Cash flows from financing activities
Proceeds from revolving credit facility		557,975			310,365
Payments on revolving credit facility		(575,729	)		(279,210	)
Repurchase of convertible notes		—			(57,973	)
Repayment of other long-term debt		(4,246	)		(2,254	)
Financing fees paid		(436	)		(27	)
Excess tax benefit on stock compensation		601			124
Proceeds from sale of common stock		758			154
Dividends paid		(9,059	)		(3,710	)
Net cash used in financing activities		(30,136	)		(32,531	)
Cash flows from discontinued operations
Net cash used in operating activities		(186	)		(464	)
Net cash used in discontinued operations		(186	)		(464	)
Net decrease in cash and cash equivalents		(2,796	)		(5,302	)
Cash and cash equivalents at beginning of period		9,216			8,960
Cash and cash equivalents at end of period	$	6,420		$	3,658

See accompanying notes to condensed consolidated financial statements.

7

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 Summary of Significant Accounting Policies and Basis of Presentation

SpartanNash Company was formerly known as Spartan Stores, Inc. Spartan Stores, Inc. began doing business under the assumed name of “SpartanNash Company,” upon completion of the merger with Nash-Finch Company (“Nash-Finch”) on November 19, 2013. The formal name change to SpartanNash Company was approved and became effective after the annual shareholders meeting on May 28, 2014. The accompanying unaudited Condensed Consolidated Financial Statements (the “financial statements”) include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash”). The operating results of Nash-Finch are included in the financial statements for the year-to-date and second quarter ended July 12, 2014 only. All significant intercompany accounts and transactions have been eliminated.

In connection with the merger with Nash-Finch, effective November 19, 2013, the Board of Directors of SpartanNash determined to change the Company’s fiscal year end from the last Saturday in March to the Saturday nearest to December 31, beginning with the transition period ended December 28, 2013. Beginning with fiscal 2014 the Company’s interim quarters consist of 12 weeks, except for the first quarter which consists of 16 weeks. As a result of this change, in these financial statements, including the notes thereto, financial results for the current second quarter and year-to-date ended July 12, 2014 are for 12 and 28 weeks, respectively. In addition, our Condensed Consolidated Statements of Earnings include an unaudited 12-week period and 28-week period ended July 20, 2013 and the Condensed Consolidated Statements of Cash Flows for the prior year include an unaudited 28-week period ended July 20, 2013. The prior year financial statements were recast to the new fiscal year format based upon the original fiscal period end dates. As a result, the period end date for the prior year financial statements differs with the current year by one week and the full prior fiscal year will consist of 51 weeks with the fourth quarter comprised of only 11 weeks.

In the opinion of management, the accompanying financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of SpartanNash as of July 12, 2014, 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.

Note 2 Recently Issued Accounting Standards

On April 10, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company is currently assessing the potential impact of ASU No. 2014-08 on its financial statements.

On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new guidance contained in the ASU affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for 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 in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 30, 2017. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s financial statements.

8

Note 3 Merger

On November 19, 2013, Spartan Stores, Inc. completed a merger with Nash-Finch, a food distribution company serving military commissaries and exchanges and independent grocery retailers as well as an operator of retail grocery stores.

The merger was accounted for under the provisions of FASB Accounting Standards Codification Topic 805, “Business Combinations.” The related assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed on November 19, 2013. During the measurement period, which will end on November 18, 2014, net adjustments of $6.9 million have been made to the fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill. These adjustments are summarized in the table presented below. The accompanying condensed consolidated balance sheet as of December 28, 2013 has been retrospectively adjusted to reflect these adjustments made as of November 19, 2013 as required by the accounting guidance for business combinations. The valuation process is not complete and the final determination of the fair values may result in further adjustments to the values presented below:

(In thousands)	Initial Valuation		2014 Adjustments to Fair Value			July 12, 2014
Current assets	$	790,296	$	(2,788	)	$	787,508
Property and equipment		369,495		(22,995	)		346,500
Goodwill		43,584		6,872			50,456
Intangible assets		10,750		19,300			30,050
Other		38,160		—			38,160
Total assets acquired		1,252,285		389			1,252,674
Current liabilities		353,484		(14	)		353,470
Other long-term liabilities		81,047		(353	)		80,694
Long-term debt and capital lease obligations		438,140		756			438,896
Total liabilities assumed		872,671		389			873,060
Net assets acquired	$	379,614	$	—		$	379,614

During the second quarter ended July 12, 2014, management of the Company made revisions to the cash flow projections to correct the allocation between certain reporting units related to the valuation analysis completed in 2013. Management has concluded that the purchase accounting effect of the revisions is not material to the consolidated financial statements for any period presented. As a result of the revisions, we have decreased property and equipment by $23.0 million, while increasing intangible assets by $19.3 million and increasing goodwill by $3.7 million.

The excess of the purchase price over the fair value of net assets acquired of $50.5 million was preliminarily recorded as goodwill in the condensed consolidated balance sheet and allocated to the Food Distribution segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Nash-Finch. No goodwill is expected to be deductible for tax purposes.

9

Intangible assets acquired are currently valued as follows:

(In thousands)	Intangible Assets		Useful Life
Trade names	$	6,700		Indefinite
Customer lists		5,200		7 years
Customer relationships		13,500		20 years
Favorable leases		4,650		7 to 22 years
	$	30,050

The following supplemental pro forma financial information presents sales and net earnings as if the Nash-Finch Company was acquired on the first day of the 28-week period ended July 20, 2013. This pro forma information is not necessarily indicative of the results that would have been obtained if the acquisition had occurred at the beginning of the 28-week period presented or that may be obtained in the future.

	July 20, 2013
(In thousands)	12 weeks ended		28 weeks ended
Net sales	$	1,867,080	$	4,132,219
Net earnings		17,519		28,106

Note 4 Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill were as follows:

(In thousands)	Retail			Food Distribution		Total
Balance at December 28, 2013:
Goodwill	$	254,438		$	145,182	$	$399,620
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net		167,838			145,182		313,020
Other		(768	)		—		(768	)
Balance at July 12, 2014:
Goodwill		253,670			145,182		398,852
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net	$	167,070		$	145,182	$	312,252

The following table reflects the components of amortized intangible assets, included in “Other, net” on the Condensed Consolidated Balance Sheets:

	July 12, 2014				December 28, 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-compete agreements	$	2,527	$	1,633	$	4,566	$	3,427
Favorable leases		8,408		2,485		8,408		2,215
Pharmacy customer script lists		16,835		9,780		17,523		8,946
Customer relationships		13,500		441		13,500		78
Trade names		1,219		356		1,219		233
Franchise fees and other		400		156		370		129
Total	$	42,889	$	14,851	$	45,586	$	15,028

10

The weighted average amortization period for amortizable intangible assets is as follows:

Non-compete agreements	4.4 years
Favorable leases	16.7 years
Customer lists	7.1 years
Customer relationships	20.0 years
Trade names	7.0 years
Franchise fees and other	10.4 years

Estimated amortization expense for fiscal year 2014 through 2018 is as follows:

(In thousands)	Fiscal Year		Amortization Expense
		2014	$	3,649
		2015		3,266
		2016		2,718
		2017		2,609
		2018		2,200

Indefinite-lived intangible assets that are not amortized consist primarily of trade names and licenses for the sale of alcoholic beverages which totaled $33.1 million and $33.2 million as of July 12, 2014 and December 28, 2013.

Note 5 Restructuring and Asset Impairment

The following table provides the activity of restructuring costs for the 28 weeks ended July 12, 2014. Accrued restructuring costs recorded in the Condensed Consolidated Balance Sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on when the obligations are expected to be paid.

(In thousands)	Lease and Ancillary Costs			Severance			Total
Balance at December 28, 2013	$	19,496		$	1,035		$	20,531
Provision for lease and related ancillary costs, net of sublease income		236			—			236	(a)
Provision for severance		—			266			266	(b)
Changes in estimates		(370	)		—			(370	)(c)
Accretion expense		383			—			383
Payments		(4,010	)		(1,217	)		(5,227	)
Balance at July 12, 2014	$	15,735		$	84		$	15,819

(a) The provision for lease and related ancillary costs represents the initial charges estimated to be incurred for store closings in the Retail segment.

(b) The provision for severance includes $0.1 million related to a distribution center closing in the Food Distribution segment and $0.2 million related to store closings in the Retail segment.

(c) Goodwill was reduced by $0.3 million as a result of these changes in estimates as the initial charges for certain stores were established in the purchase price allocations for previous acquisitions.

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

11

Restructuring and asset impairment charges included in the Condensed Consolidated Statements of Earnings consisted of the following:

	12 weeks ended				28 weeks ended
(In thousands)	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Asset impairment charges (a)	$	—	$	987	$	906		$	2,220
Provision for leases and related ancillary costs, net of sublease income, related to store closings (b)		218		—		236			—
Loss (gains) on sales of assets related to stores closed		320		—		(998	)		—
Provision for severance (c)		70		—		266			—
Other costs associated with distribution center and store closings		163		—		887			—
Changes in estimates (d)		307		—		(92	)		—
	$	1,078	$	987	$	1,205		$	2,220

(a) The asset impairment charges were incurred in the Retail segment due to economic and competitive environment of certain stores.

(b) The provision for lease and related ancillary costs, net of sublease income, represents the initial charges estimated to be incurred for store closings in the Retail segment.

(c) The provision for severance related to a distribution center closing in the Food Distribution segment and store closings in the Retail segment.

(d) The majority of the changes in estimates relates to revised estimates of lease ancillary costs associated with previously closed facilities in the Retail and Food Distribution segments. The Retail and Food Distribution segments realized $(379) and $287, respectively, in the 28 weeks ended July 12, 2014.

Note 6 Fair Value Measurements

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. At July 12, 2014 and December 28, 2013 the estimated fair value and the book value of our debt instruments were as follows:

(In thousands)	July 12, 2014		December 28, 2013
Book value of debt instruments:
Current maturities of long-term debt and capital lease obligations	$	7,189	$	7,345
Long-term debt and capital lease obligations		576,474		598,319
Total book value of debt instruments		583,663		605,664
Fair value of debt instruments		587,898		609,682
Excess of fair value over book value	$	4,235	$	4,018

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

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.

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Long-lived assets with a book value of $0.9 million and $3.6 million in the 28 week periods ended July 12, 2014 and July 20, 2013, respectively, were measured at a fair value of $0.0 million and $1.4 million, respectively, on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. Our accounting and finance team management, which report to the chief financial officer, determine our valuation policies and procedures. The development and determination of the unobservable inputs for level 3 fair value measurements and fair value calculations are the responsibility of our accounting and finance team management and are approved by the chief financial officer. 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. SpartanNash estimates future cash flows based on experience and knowledge of the market in which the assets are located, and when necessary, uses real estate brokers. See Note 5 for discussion of long-lived asset impairment charges.

Note 7 Commitments and Contingencies

We are engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our 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 a material adverse effect on the consolidated financial position, operating results or liquidity of SpartanNash.

On or about July 24, 2013, a putative class action complaint (the “State Court Action”) was filed in the District Court for the Fourth Judicial District, State of Minnesota, County of Hennepin (the “State Court”), by a stockholder of Nash-Finch Company in connection with the pending merger with Spartan Stores, Inc. The State Court Action is styled Greenblatt v. Nash-Finch Co. et al., Case No. 27-cv-13-13710. That complaint was amended on August 28, 2013, after Spartan Stores filed a registration statement with the Securities and Exchange Commission containing a preliminary version of the joint proxy statement/prospectus. On September 9, 2013, the defendants filed motions to dismiss the State Court Action. On or about September 19, 2013, a second putative class action complaint (the “Federal Court Action” and, together with the State Court Action, the “Putative Class Actions”) was filed in the United States District Court for the District of Minnesota (the “Federal Court”), by a stockholder of Nash-Finch. The Federal Court Action was styled Benson v. Covington et al., Case No. 0:13-cv-02574.

The Putative Class Actions alleged that the directors of Nash-Finch breached their fiduciary duties by, among other things, approving a merger that provided for inadequate consideration under circumstances involving certain alleged conflicts of interest; that the merger agreement included allegedly preclusive deal protection provisions; and that Nash-Finch and Spartan Stores allegedly aided and abetted the directors in breaching their duties to Nash-Finch’s stockholders. Both Putative Class Actions also alleged that the preliminary joint proxy statement/prospectus was false and misleading due to the omission of a variety of allegedly material information. The complaint in the Federal Court Action also asserted additional claims individually on behalf of the plaintiff under the federal securities laws. The Putative Class Actions sought, on behalf of their putative classes, various remedies, including enjoining the merger from being consummated in accordance with its agreed-upon terms, damages, and costs and disbursements relating to the lawsuit.

SpartanNash believed that these lawsuits are without merit; however, to eliminate the burden, expense and uncertainties inherent in such litigation, Nash-Finch and Spartan Stores agreed, as part of settlement discussions, to make certain supplemental disclosures in the joint proxy statement/prospectus requested by the Putative Class Actions in the definitive joint proxy statement/prospectus. On October 30, 2013, the defendants entered into the Memorandum of Understanding regarding the settlement of the Putative Class Actions. The Memorandum of Understanding outlined the terms of the parties’ agreement in principle to settle and release all claims which were or could have been asserted in the Putative Class Actions. In consideration for such settlement and release, Nash-Finch and Spartan Stores acknowledged that the supplemental disclosures in the joint proxy statement/prospectus were made in response to the Putative Class Actions. The Memorandum of Understanding contemplated that the parties will use their best efforts to agree upon, execute and present to the State Court for approval a stipulation of settlement within thirty days after the later of the date that the Merger is consummated or the date that plaintiffs and their counsel have confirmed the fairness, adequacy, and reasonableness of the settlement, and that upon execution of

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such stipulation, and as a condition to final approval of the settlement, the plaintiff in the Federal Action would withdraw the claims in and cause to be dismissed the Federal Action, with any individual claims being dismissed with prejudice. The Memorandum of Understanding provides that Nash-Finch will pay, on behalf of all defendants, the plaintiffs’ attorneys’ fees and expenses, subject to approval by the State Court, in an amount not to exceed $550,000. On February 11, 2014, the parties executed the Stipulation and Agreement Compromise, Settlement and Release (the “Stipulation of Settlement.”) to resolve, discharge and settle the Putative Class Actions. The Stipulation of Settlement is subject to customary conditions, including approval by the State Court, which will consider the fairness, reasonableness and adequacy of such settlement. On February 18, 2014, the Federal Court entered a final order dismissing the Federal Court Action with prejudice. On February 28, 2014, pursuant to the terms of the Stipulation of Settlement, the plaintiffs in the State Court Action filed an unopposed motion for preliminary approval of class action settlement, conditional certification of class, and approval of notice to be furnished to the class. On March 7, 2014, the State Court entered an order preliminarily approving the Settlement Stipulation, subject to a hearing, scheduled for May 20, 2014. At the hearing on May 20, 2014, the Settlement Stipulation was approved. On July 21, 2014, the appeals period expired and the matter is now closed.

SpartanNash contributes to the Central States multi-employer pension plan based on obligations arising from its collective bargaining agreements in Bellefontaine, Ohio, Lima, Ohio, and Grand Rapids, Michigan covering its distribution center union associates. This plan provides retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed by 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. SpartanNash currently contributes to the Central States, Southeast and Southwest Areas Pension Fund under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan. This schedule requires varying increases in employer contributions over the previous year’s contribution. Increases are set within the collective bargaining agreement and vary by location.

Based on the most recent information available to SpartanNash, 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, although management anticipates that SpartanNash’s contributions to this plan will increase each year. Management believes that funding levels have not changed significantly since December 28, 2013. 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.

Note 8 Associate Retirement Plans

The following table provides the components of net periodic pension and postretirement benefit costs for the 12 weeks and 28 weeks ended July 12, 2014 and July 20, 2013:

(In thousands) 12 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	557		$	517		$	461
Expected return on plan assets		(868	)		(944	)		(532	)
Recognized actuarial net loss		228			300			—
Net periodic income	$	(83	)	$	(127	)	$	(71	)
Settlement expense		522			—			—
Total expense (income)	$	439		$	(127	)	$	(71	)

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(In thousands) 12 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	43		$	59
Interest cost		8		8		91			89
Amortization of prior service cost		—		—		(37	)		(13	)
Recognized actuarial net loss		7		6		5			41
Net periodic cost	$	15	$	14	$	102		$	176

(In thousands) 28 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	1,298		$	1,287		$	1,075
Expected return on plan assets		(2,024	)		(2,297	)		(1,241	)
Recognized actuarial net loss		533			695			—
Net periodic income	$	(193	)	$	(315	)	$	(166	)
Settlement expense		522			—			—
Total expense (income)	$	329		$	(315	)	$	(166	)

(In thousands) 28 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	100		$	124
Interest cost		19		20		212			211
Amortization of prior service cost		—		—		(85	)		(29	)
Recognized actuarial net loss		16		16		11			86
Net periodic cost	$	35	$	36	$	238		$	392

The Company made contributions of $0.9 million to the Super Foods Pension Plan during the 28 weeks and 12 weeks ended July 12, 2014, and expects to make contributions totaling $2.4 million for the fiscal year ending January 3, 2015. No contributions were made to the Cash Balance Pension Plan for the 28 weeks ended July 12, 2014, nor are any expected to be made for the fiscal year ending January 3, 2015.

As previously stated in Note 7, SpartanNash contributes to the Central States Southeast and Southwest Areas Pension Fund (“Fund”) (EIN 7456500) under the terms of the existing collective bargaining agreements and in the amounts set forth in the related collective bargaining agreements. Spartan Nash’s employer contributions during the 39-week transition fiscal year ended December 28, 2013 totaled $6.8 million, which Fund administrators represent is less than 5% of total employer contributions to the Fund. SpartanNash’s employer contributions for the 28 weeks ended July 12, 2014 and July 20, 2013 were $7.3 million and $5.1 million, respectively.

Note 9 Other Comprehensive Income or Loss

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

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

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During the 12 week periods ended July 12, 2014 and July 20, 2013, $0.1 million and $0.2 million, respectively, was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which $0.2 million and $0.3 million, respectively, increased selling, general and administrative expenses and $0.1 million reduced income taxes in each period. During the 28 weeks ended July 12, 2014 and July 20, 2013, $0.3 million was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which $0.5 million increased selling, general and administrative expenses and $0.2 million reduced income taxes.

Note 10 Income Taxes

The effective income tax rate was 36.0% and 37.7% for the 12 weeks ended July 12, 2014 and July 20, 2013, respectively. For the 28 weeks ended July 12, 2014 and July 20, 2013, the effective income tax rate was 36.7% and 38.3%, respectively. The difference from the Federal statutory rate in the current year was due primarily to state income taxes, partially offset by a benefit for the favorable settlement of an unrecognized tax liability established in the prior year. The differences from the Federal statutory rate in the prior year were due primarily to state income taxes.

Note 11 Share-Based Compensation

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

SpartanNash accounts for share-based compensation awards in accordance with the provisions of ASC Topic 718 which requires that share-based payment transactions be accounted for using a fair value method and the related compensation cost recognized in the financial statements over the period that an employee is required to provide services in exchange for the award. SpartanNash recognized share-based compensation expense (net of tax) of $0.7 million ($0.02 per diluted share) and $0.6 million ($0.03 per diluted share) for the 12 weeks ended July 12, 2014 and July 20, 2013, respectively, as a component of Operating expenses and Income taxes in the Condensed Consolidated Statements of Earnings. Share-based compensation expense (net of tax) was $3.1 million ($0.08 per diluted share) and $1.3 million ($0.06 per diluted share) for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively.

The following table summarizes activity in the share-based compensation plans for the 28 weeks ended July 12, 2014:

	Shares Under Options			Weighted Average Exercise Price		Restricted Stock Awards			Weighted Average Grant-Date Fair Value
Outstanding at December 28, 2013		586,766		$	19.30		518,835		$	23.56
Granted		—			—		310,612			22.66
Exercised/Vested		(54,120	)		12.27		(219,894	)		16.41
Cancelled/Forfeited		(4,131	)		3.25		(10,656	)		21.71
Outstanding at July 12, 2014		528,515		$	20.14		598,897		$	23.10
Vested and expected to vest in the future at July 12, 2014		528,515		$	20.14
Exercisable at July 12, 2014		528,515		$	20.14

There were no stock options granted during the 28 weeks ended July 12, 2014 and July 20, 2013.

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As of July 12, 2014, total unrecognized compensation cost related to non-vested share-based awards granted under our stock incentive plans was $6.3 million for restricted stock. The remaining compensation costs not yet recognized are expected to be recognized over a weighted average period of 2.5 years for restricted stock. All compensation costs related to stock options have been recognized.

Note 12 Discontinued Operations

Results of the discontinued operations are excluded from the accompanying notes to the financial statements for all periods presented, unless otherwise noted. There were no operations that were reclassified to discontinued operations during the 28 weeks ended July 12, 2014.

Note 13 Earnings Per Share

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

	12 weeks ended						28 weeks ended
(In thousands, except per share amounts)	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013
Numerator:
Earnings from continuing operations	$	17,395		$	8,056		$	29,914		$	16,968
Adjustment for earnings attributable to participating securities		(296	)		(184	)		(535	)		(410	)
Earnings from continuing operations used in calculating earnings per share	$	17,099		$	7,872		$	29,379		$	16,558
Denominator:
Weighted average shares outstanding, including participating securities		37,744			21,858			37,662			21,796
Adjustment for participating securities		(642	)		(499	)		(673	)		(527	)
Shares used in calculating basic earnings per share		37,102			21,359			36,989			21,269
Effect of dilutive stock options		66			82			76			79
Shares used in calculating diluted earnings per share		37,168			21,441			37,065			21,348
Basic earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78
Diluted earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78

Note 14 Supplemental Cash Flow Information

Non-cash financing activities include the issuance of restricted stock to employees and directors of $7.0 million and $3.8 million for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively. Non-cash investing activities include capital expenditures included in accounts payable of $3.8 million and $1.2 million for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively.

Note 15 Operating Segment Information

The allocation of intersegment revenues and expenses to the reporting segments was performed for the legacy Spartan Stores operations and the legacy Nash-Finch Company operations using methodologies consistent with Spartan Stores’ and Nash-Finch Company’s respective historical practices. Management is in the process of evaluating potential methodologies for allocating intersegment revenues and expenses to the reporting segments to determine the most appropriate manner for the newly merged operations. The future allocation methodology could result in reporting segment operating results that are materially different than currently reported.

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The following tables set forth information about SpartanNash by operating segment:

(In thousands)	Military		Food Distribution		Retail		Total
12 Week Period Ended July 12, 2014
Net sales to external customers	$	502,402	$	767,926	$	539,847	$	1,810,175
Inter-segment sales		—		243,866		—		243,866
Merger transaction and integration expenses		24		2,554		3		2,581
Depreciation and amortization		1,486		7,705		10,226		19,417
Operating earnings		6,731		11,128		14,790		32,649
Capital expenditures		2,653		3,423		8,705		14,781

	Food Distribution		Retail		Total
12 Week Period Ended July 20, 2013
Net sales to external customers	$	271,890	$	379,235	$	651,125
Inter-segment sales		160,209		—		160,209
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		2,087		7,405		9,492
Operating earnings		6,765		8,401		15,166
Capital expenditures		2,562		7,237		9,799

	Military		Food Distribution		Retail		Total
28 Week Period Ended July 12, 2014
Net sales to external customers	$	1,186,569	$	1,738,928	$	1,218,405	$	4,143,902
Inter-segment sales		—		555,682		—		555,682
Merger transaction and integration expenses		24		6,722		3		6,749
Depreciation and amortization		5,679		17,433		23,858		46,970
Operating earnings		12,292		25,489		22,446		60,227
Capital expenditures		12,848		9,990		14,782		37,620

	Food Distribution		Retail		Total
28 Week Period Ended July 20, 2013
Net sales to external customers	$	608,596	$	822,807	$	1,431,403
Inter-segment sales		359,082		—		359,082
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		4,903		17,315		22,218
Operating earnings		26,086		10,172		36,258
Capital expenditures		5,469		14,057		19,526

	July 12, 2014		December 28, 2013*
Total Assets
Military	$	483,482	$	451,556
Food Distribution		802,130		820,728
Retail		698,917		722,012
Discontinued operations		4,705		4,767
Total	$	1,989,234	$	1,999,063

* See Note 3.

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The following table presents sales by type of similar product and services:

	12 Weeks Ended								28 Weeks Ended
(Dollars in thousands)	July 12, 2014				July 20, 2013				July 12, 2014				July 20, 2013
Non-perishables (1)	$	1,131,903	62.5	%	$	315,081	48.4	%	$	2,606,963	62.9	%	$	700,507	48.9	%
Perishables (2)		566,828	31.3			240,539	36.9			1,285,832	31.0			516,741	36.1
Pharmacy		65,033	3.6			48,147	7.4			149,726	3.6			112,333	7.9
Fuel		46,411	2.6			47,358	7.3			101,381	2.5			101,822	7.1
Consolidated net sales	$	1,810,175	100	%	$	651,125	100	%	$	4,143,902	100	%	$	1,431,403	100	%

⁽¹⁾  Consists primarily of general merchandise, grocery, beverages, snacks and frozen foods.

⁽²⁾  Consists primarily of produce, dairy, meat, bakery, deli, floral and seafood.

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

Executive Overview

SpartanNash is headquartered in Grand Rapids, Michigan. Our business consists of three primary operating segments: Military, Food Distribution and Retail. We are a leading regional grocery distributor and grocery retailer, operating principally in the Midwest, and the largest distributor, by revenue, of grocery products to military commissaries and exchanges in the United States.

Our Military segment contracts with manufacturers to distribute a wide variety of grocery products to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Puerto Rico, Cuba, the Azores, Egypt and Bahrain. We have over 30 years of experience acting as a distributor to U.S. military commissaries and exchanges.

Our Food Distribution segment provides a wide variety of nationally branded and private label grocery products and perishable food products, including dry groceries, produce, dairy products, meat, deli, bakery, frozen food, seafood, floral products, general merchandise, pharmacy and health and beauty care from 13 distribution centers to approximately 2,100 independent retail locations and 166 corporate-owned retail stores located in 31 states, primarily in the Midwest, Great Lakes, and Southeast regions of the United States.

Our Retail segment operates 166 supermarkets in the Midwest which operate primarily under the banners of Family Fare Supermarkets, No Frills, Bag ‘N Save, Family Fresh Markets, D&W Fresh Markets, Sun Mart and Econofoods. Our retail supermarkets typically offer dry groceries, produce, dairy products, meat, frozen food, seafood, floral products, general merchandise, beverages, tobacco products, health and beauty care products, delicatessen items and bakery goods. We offer pharmacy services in 82 of our supermarkets and we operate 30 fuel centers. Our retail supermarkets have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores.

Typically, all quarters are 12 weeks, except for our first quarter, which is 16 weeks and will generally include the Easter holiday. Our fourth quarter includes the Thanksgiving and Christmas holidays.

	Percentage of Net Sales												Percentage Change
	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended		28 Weeks Ended
(Unaudited)	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013			July 12, 2014		July 12, 2014
Net sales		100.0			100.0			100.0			100.0			178.0		189.5
Gross profit		14.7			20.5			14.8			21.3			98.9		100.5
Selling, general and administrative expenses		12.8			18.0			13.4	*		18.6			97.6		106.4
Restructuring and asset impairment charges		0.1			0.2			0.0			0.2			9.2		(45.7	)
Operating earnings		1.8			2.3			1.4			2.5			115.3		66.1
Other income and expenses		0.3			0.3			0.3			0.6			145.4		48.0
Earnings before income taxes and discontinued operations		1.5			2.0			1.1			1.9			110.1		71.9
Income taxes		0.5			0.8	*		0.4			0.7			100.4		64.7
Earnings from continuing operations		1.0			1.2			0.7			1.2			115.9		76.3
Loss from discontinued operations, net of taxes		(0.0	)		(0.0	)		(0.0	)		(0.0	)		18.8		(16.2	)
Net earnings		1.0			1.2			0.7			1.2			116.7		78.2

* Difference due to rounding

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Adjusted Operating Earnings

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

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of its military, food 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 is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted operating earnings format.

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

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Following is a reconciliation of Operating earnings to adjusted operating earnings for the twelve and twenty-eight weeks ended July 12, 2014 and July 20, 2013.

(Unaudited) (In thousands)	12 weeks Ended July 12, 2014		12 weeks Ended July 20, 2013		28 weeks Ended July 12, 2014		28 weeks Ended July 20, 2013
Operating earnings	$	32,649	$	15,166	$	60,227	$	36,258
Add:
Asset impairment and restructuring charges		1,078		987		1,205		2,220
Expenses related to merger transaction and integration		2,581		2,377		6,749		2,377
Adjusted operating earnings	$	36,308	$	18,530	$	68,181	$	40,855
Reconciliation of operating earnings to adjusted operating earnings by segment:
Military:
Operating earnings	$	6,731	$	—	$	12,292	$	—
Add:
Expenses related to merger transaction and integration		24		—		24		—
Adjusted operating earnings	$	6,755	$	—	$	12,316	$	—
Food Distribution:
Operating earnings	$	11,128	$	6,765	$	25,489	$	26,086
Add:
Asset impairment and restructuring charges		307		—		1,029		—
Expenses related to merger transaction and integration		2,554		2,377		6,722		2,377
Adjusted operating earnings	$	13,989	$	9,142	$	33,240	$	28,463
Retail:
Operating earnings	$	14,790	$	8,401	$	22,446	$	10,172
Add:
Asset impairment and restructuring charges		771		987		176		2,220
Expenses related to merger transaction and integration		3		—		3		—
Adjusted operating earnings	$	15,564	$	9,388	$	22,625	$	12,392

Adjusted earnings from Continuing Operations

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

We believe that adjusted earnings from continuing operations provide a meaningful representation of our operating performance for the Company. We consider adjusted earnings from continuing operations as an additional way to measure operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating performance of our military, food 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. We believe that adjusted earnings from continuing operations provides useful information for our investors because it is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with us request our operating financial results in adjusted earnings from continuing operations format.

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

Following is a reconciliation of Earnings from continuing operations to adjusted earnings from continuing operations for the twelve and twenty-eight weeks ended July 12, 2014 and July 20, 2013.

	12 Weeks Ended
	July 12, 2014						July 20, 2013
(Unaudited) (In thousands, except per share data)	Earnings from continuing operations			Earnings from continuing operations per diluted share			Earnings from continuing operations		Earnings from continuing operations per diluted share
Earnings from continuing operations	$	17,395		$	0.46		$	8,056	$	0.37
Adjustments, net of taxes:
Restructuring and asset impairment charges		665			0.02			615		0.03
Expenses related to merger transaction and integration		1,593			0.04			1,480		0.06	*
Favorable settlement of unrecognized tax liability		(595	)		(0.02	)		—		—
Adjusted earnings from continuing operations	$	19,058		$	0.50		$	10,151	$	0.46
Weighted average diluted shares outstanding		37,810						21,940

* Includes rounding

	28 Weeks Ended
	July 12, 2014						July 20, 2013
(Unaudited) (In thousands, except per share data)	Earnings from continuing operations			Earnings from continuing operations per diluted share			Earnings from continuing operations		Earnings from continuing operations per diluted share
Earnings from continuing operations	$	29,914		$	0.79		$	16,968	$	0.78
Adjustments, net of taxes:
Restructuring and asset impairment charges		747			0.02			1,369		0.06
Debt extinguishment		—			—			1,690		0.08
Expenses related to merger transaction and integration		4,186			0.11			1,480		0.06	*
Favorable settlement of unrecognized tax liability		(595	)		(0.01	)*		—		—
Adjusted earnings from continuing operations	$	34,252		$	0.91		$	21,507	$	0.98
Weighted average diluted shares outstanding		37,738						21,875

* Includes rounding

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Adjusted EBITDA

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

We believe that adjusted EBITDA provides a meaningful representation of our operating performance for SpartanNash as a whole and for our operating segments. We consider adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of our military, food 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, we believe it provides useful information for our investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with us request our operating financial results in adjusted EBITDA format.

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

Following is a reconciliation of net earnings to Adjusted EBITDA for the twelve and twenty-eight weeks ended July 12, 2014 and July 20, 2013.

	12 Weeks Ended					28 Weeks Ended
(In thousands)	July 12, 2014		July 20, 2013			July 12, 2014		July 20, 2013
Net earnings	$	17,319	$	7,992		$	29,629	$	16,628
Add:
Discontinued operations		76		64			285		340
Income taxes		9,779		4,879			17,359		10,537
Interest expense		5,475		2,239			12,949		6,006
Debt extinguishment		—		—			—		2,762
Non-operating expense (income)		—		(8	)		5		(15	)
Operating earnings		32,649		15,166			60,227		36,258
Add:
LIFO expense		1,555		640			3,527		246
Depreciation and amortization		19,417		9,492			46,970		22,218
Restructuring and asset impairment charges		1,078		987			1,205		2,220
Expenses related to merger transaction and integration		2,581		2,377			6,749		2,377
Non-cash stock compensation and other		1,000		808			4,514		1,708
Adjusted EBITDA	$	58,280	$	29,470		$	123,192	$	65,027

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Reconciliation of operating earnings to adjusted EBITDA by segment:
Military:
Operating earnings	$	6,731		$	—	$	12,292		$	—
Add:
LIFO expense		362			—		833			—
Depreciation and amortization		1,486			—		5,679			—
Expenses related to merger transaction and integration		24			—		24			—
Non-cash stock compensation and other		(64	)		—		(59	)		—
Adjusted EBITDA	$	8,539		$	—	$	18,769		$	—
Food Distribution:
Operating earnings	$	11,128		$	6,765	$	25,489		$	26,086
Add:
LIFO expense (income)		795			214		1,757			(194	)
Depreciation and amortization		7,705			2,087		17,433			4,903
Restructuring and asset impairment charges		307			—		1,029			—
Expenses related to merger transaction and integration		2,554			2,377		6,722			2,377
Non-cash stock compensation and other		714			294		3,669			714
Adjusted EBITDA	$	23,203		$	11,737	$	56,099		$	33,886
Retail:
Operating earnings	$	14,790		$	8,401	$	22,446		$	10,172
Add:
LIFO expense		398			426		937			440
Depreciation and amortization		10,226			7,405		23,858			17,315
Restructuring and asset impairment charges		771			987		176			2,220
Expenses related to merger transaction and integration		3			—		3			—
Non-cash stock compensation and other		350			514		904			994
Adjusted EBITDA	$	26,538		$	17,733	$	48,324		$	31,141

Net Sales – Net sales for the quarter ended July 12, 2014 (“second quarter”) increased $1,159.1 million, or 178.0 percent, from $651.1 million in the quarter ended July 20, 2013 (“prior year second quarter”) to $1,810.2 million. Net sales for the year-to-date period ended July 12, 2014 (“year-to-date”) increased $2,712.5 million, or 189.5%, from $1,431.4 million in the prior year-to-date period ended July 20, 2013 (“prior year-to-date”) to $4,143.9 million. The second quarter increase in net sales was primarily due to $1.2 billion in sales generated as a result of the merger with Nash-Finch, partially offset by decreased sales due to closed stores in the Retail segment and lower sales to existing customers in the Food Distribution segment. Retail comparable store sales for the second quarter were flat. The later timing of the Easter holiday, which resulted in the post-Easter week of low volume sales moving out of the first quarter and into the second quarter accounted for an estimated 80 basis point decrease in comparable store sales in the second quarter. The increase in year-to-date net sales was primarily due to $2.7 billion in sales generated as a result of the merger with Nash-Finch, as well as a comparable store sales increase of 1.3 percent and net new business gains in the food distribution segment. The increase in year-to-date net sales was partially offset by decreased sales due to closed stores and lower sales to existing customers in the Food Distribution segment.

Net sales for the second quarter and the year-to-date period in our Military segment were $502.4 million and $1,186.6 million, respectively.

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Net sales for the second quarter in our Food Distribution segment, after intercompany eliminations, increased $496.0 million, or 182.4 percent, from $271.9 million in the prior year second quarter to $767.9 million. Net sales for the current year-to-date period in our Food Distribution segment, after intercompany eliminations, increased $1,130.3 million, or 185.7%, from $608.6 million in the prior year-to-date period to $1,738.9 million. The second quarter increase was primarily due to additional sales of $501.4 million resulting from the merger, partially offset by the negative effect of the change in timing of the Easter holiday and the reduction to the Supplemental Nutrition Assistance Program (SNAP). The year-to-date increase was primarily due to additional sales of $1,121.1 million resulting from the merger, net new business of $8.1 million and a net increase in pharmacy sales of $4.3 million, partially offset by lower sales to existing customers.

Net sales for the second quarter in our Retail segment increased $160.6 million, or 42.4 percent, from $379.2 million in the prior year second quarter to $539.8 million. Net sales for the year-to-date period increased $395.6 million, or 48.1%, from $822.8 million in the prior year-to-date period to $1,218.4 million. The second quarter increase was primarily due to sales of $184.9 million resulting from the merger, partially offset by a decrease in sales of $17.1 million due to store closures. Retail comparable store sales for the second quarter were flat to the prior year, primarily due to the later timing of Easter, which accounted for approximately 80 basis points, and the impact of the cutbacks in SNAP benefits. The year-to-date increase was primarily due to sales of $426.3 million resulting from the merger and a comparable store sales increase of 1.3 percent, or $8.8 million, partially offset by a decrease in sales of $33.2 million due to store closures and lower fuel sales $5.8 million. We define a retail store as comparable when it is in operation for 14 periods (a period is four weeks), and we include remodeled, expanded and relocated stores in comparable stores.

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

Gross profit for the second quarter increased $132.0 million, or 98.9 percent, from $133.4 million in the prior year second quarter to $265.4 million. As a percent of net sales, gross profit for the second quarter decreased to 14.7 percent from 20.5 percent. Gross profit for the year-to-date period increased $306.8 million, or 100.5%, from $305.1 million in the prior year-to-date period to $611.9 million. As a percent of net sales, gross profit for the year-to-date period decreased to 14.8% from 21.3%. The second quarter and year-to-date gross profit rate decreases were principally driven by sales mix due to the merger with Nash-Finch and the impact of low inflation. Excluding the gross profit resulting from the merger with Nash-Finch, year-to-date gross profit decreased $10.4 million, or 3.4 percent, and as a rate to sales decreased to 20.9 percent from 21.3 percent.

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

SG&A expenses, including merger transaction and integration expenses, for the second quarter increased $114.4 million, or 97.6 percent, from $117.3 million in the prior year second quarter to $231.7 million. As a percent of net sales, SG&A expenses were 12.8 percent for the second quarter compared to 18.0 percent in the prior year second quarter. SG&A expenses, including the merger transaction and integration expenses, for the year-to-date period increased $283.8 million, or 106.4%, from $266.7 million in the prior year-to-date period to $550.5 million. As a percent of net sales, SG&A expenses were 13.4% for the current year-to-date period compared to 18.6% in the prior year-to-date period. The dollar increase in the second quarter was due primarily to $119.1 million in expenses related to the Nash-Finch operations, partially offset by decreased store labor and SG&A expenses of $4.4 million due to store closures. The decrease as a percent of sales was primarily due to the merger with Nash-Finch and related synergies. Excluding the expenses related to Nash-Finch operations and the expenses related to the merger transaction and integration, SG&A expenses for the second quarter would have decreased $4.9 million, or 4.2 percent, from $114.9 million in the prior year second quarter to $110.0 million primarily due to store closures. As a

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percent of sales, SG&A expenses excluding the Nash-Finch operations and merger and integration expenses would have been 17.7 percent for the second quarter compared to 17.6 percent in the prior year second quarter. The dollar increase in the year-to-date period was due primarily to $286.3 million in expenses related to the Nash-Finch operations and $4.4 million in increased expenses related to merger and integration efforts, partially offset by decreased store labor and SG&A expenses of $8.1 million due to store closures. The decrease as a percent of sales was primarily due to the merger with Nash-Finch and related synergies. Excluding the expenses related to Nash-Finch operations and the expenses related to the merger transaction and integration, SG&A expenses for the year-to-date period decreased $6.8 million, or 2.6 percent, from $264.3 million in the prior year-to-date period to $257.5 million. As a percent of sales, SG&A expenses excluding the Nash-Finch operations and merger and integration expenses were 18.3 percent for the year-to-date period compared to 18.5 percent in the prior year-to-date period.

Restructuring and Asset Impairment – The second quarter restructuring and asset impairment charges consisted primarily of costs related to closed stores and distribution center. The current year-to-date restructuring and asset impairment consisted primarily of asset impairment charges for a retail store and restructuring charges related to the closure of a distribution center, partially offset by gains on sales of assets related to store closings and a favorable settlement on a lease termination of a previously closed store. Restructuring and asset impairment in the prior year-to-date consisted of asset impairment charges related to an underperforming retail store.

Interest Expense – Interest expense increased $3.3 million, or 144.5 percent, from $2.2 million in the prior year second quarter to $5.5 million. For the year-to-date period, interest expense increased $6.9 million, or 115.6%, from $6.0 million to $12.9 million. The increase in interest expense was primarily due to increased borrowings from the amended and restated credit agreement that was entered into contemporaneously with the closing of the merger with Nash-Finch Company, partially offset by the redemption of the convertible senior notes in the prior year first quarter.

Debt Extinguishment – Debt extinguishment charges of $2.8 million were incurred in the prior year first quarter in connection with the redemption of $57.4 million of Convertible Senior Notes.

Income Taxes – The effective income tax rate was 36.0% and 37.7% for the 12 weeks ended July 12, 2014 and July 20, 2013, respectively. For the 28 weeks ended July 12, 2014 and July 20, 2013, the effective income tax rate was 36.7% and 38.3%, respectively. The difference from the Federal statutory rate in the current year was due primarily to state income taxes, partially offset by a benefit for the favorable settlement of an unrecognized tax liability established in the prior year. The differences from the Federal statutory rate in the prior year were due primarily to state income taxes.

Discontinued Operations

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

Liquidity and Capital Resources

The following table summarizes our consolidated statements of cash flows for the 28 weeks ended:

(In thousands)	July 12, 2014			July 20, 2013
Net cash provided by operating activities	$	63,973		$	47,441
Net cash used in investing activities		(36,447	)		(19,748	)
Net cash used in financing activities		(30,136	)		(32,531	)
Net cash used in discontinued operations		(186	)		(464	)
Net decrease in cash and cash equivalents		(2,796	)		(5,302	)
Cash and cash equivalents at beginning of period		9,216			8,960
Cash and cash equivalents at end of period	$	6,420		$	3,658

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Net cash provided by operating activities increased from the prior year-to-date period primarily due to the merger with Nash-Finch, partially offset by the timing of seasonal working capital requirements.

Net cash used in investing activities increased $16.7 million to $36.4 million during the current year-to-date period primarily due to an increase in capital expenditures resulting from the merger with Nash-Finch. Military, Food Distribution and Retail segments utilized 34.1 percent, 26.6 percent and 39.3 percent of capital expenditures, respectively.

Net cash used in financing activities in the current year-to-date period resulted primarily from net payments from the revolving credit facility of $17.8 million, the payment of dividends of $9.1 million and the repayment of other long term debt of $4.2 million. Net cash used in financing activities in the prior year-to-date period consisted of the repurchase of the Convertible Senior Notes for $58.0 million, payment of dividends of $3.7 million and the repayment of other long term debt of $2.3 million, partially offset by net proceeds from the revolving credit facility of $31.2 million. The increase in dividends paid was due to an increase in shares outstanding due to the merger with Nash-Finch and a 33.3 percent increase in the dividend rate from $0.09 per share to $0.12 per share that was approved by the Board of Directors and announced on March 3, 2014. Although we expect to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends and repurchase shares depends on a number of factors, including our future financial condition, anticipated profitability and cash flows and compliance with the terms of our credit facilities. Our current maturities of long-term debt and capital lease obligations at July 12, 2014 are $7.2 million. Our ability to borrow additional funds is governed by the terms of our credit facilities.

Net cash used in discontinued operations contains the net cash flows of our discontinued operations and consists primarily of insurance run-off claims and facility maintenance expenditures.

Our principal sources of liquidity are cash flows generated from operations and our senior secured credit facility which has maximum available credit of $1.0 billion. As of July 12, 2014, our senior secured revolving credit facility and senior secured term loan had outstanding borrowings of $462.9 million; additional available borrowings under our $1.0 billion credit facility are based on stipulated advance rates on eligible assets, as defined in the credit agreement. The credit agreement requires that SpartanNash maintain excess availability of 10 percent of the borrowing base as such term is defined in the credit agreement. SpartanNash had excess availability after the 10 percent covenant of $390.8 million at July 12, 2014. 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 $11.0 million were outstanding as of July 12, 2014. The revolving credit facility matures November 2018, and is secured by substantially all of our assets. We believe that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and senior note debt redemption and debt service obligations for the foreseeable future. However, there can be no assurance that our business will continue to generate cash flow at or above current levels or that we will maintain our ability to borrow under our credit facility.

Our current ratio increased to 1.80:1.00 at July 12, 2014 from 1.72:1.00 at December 28, 2013 and our investment in working capital increased to $416.9 million at July 12, 2014 from $387.0 million at December 28, 2013. Our net debt to total capital ratio decreased to 0.44:1.00 at July 12, 2014 versus 0.46:1.00 at December 28, 2013.

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

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Following is a reconciliation of long-term debt and capital lease obligations to total net long-term debt and capital lease obligations as of July 12, 2014 and December 28, 2013.

(In thousands)	July 12, 2014			December 28, 2013
Current maturities of long-term debt and capital lease obligations	$	7,189		$	7,345
Long-term debt and capital lease obligations		576,474			598,319
Total debt		583,663			605,664
Cash and cash equivalents		(6,420	)		(9,216	)
Total net long-term debt	$	577,243		$	596,448

For information on contractual obligations, see our Transition Report on Form 10-K for the 39 week period ended December 28, 2013. At July 12, 2014, there have been no material changes to our significant contractual obligations outside the ordinary course of business.

Ratio of Earnings to Fixed Charges

For purposes of calculating the ratio of earnings to fixed charges under the terms of the Senior Notes, earnings consist of net earnings, as adjusted under the terms of the Senior Notes indenture, plus income tax expense, fixed charges and non-cash charges, less cash payments relating to non-cash charges added back to net earnings in prior periods. Fixed charges consist of interest cost, including capitalized interest, and amortization of debt issue costs. Our ratio of earnings to fixed charges was 9.93:1.00 for the four quarters ended July 12, 2014.

Off-Balance Sheet Arrangements

We have also made certain commercial commitments that extend beyond July 12, 2014. These commitments consist primarily of standby letters of credit of $11.0 million as of July 12, 2014.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, long-lived assets, income taxes, self-insurance reserves, restructuring costs, retirement benefits, stock-based compensation and contingencies and litigation. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. Based on our ongoing review, we make adjustments we consider appropriate under the facts and circumstances. We have discussed the development, selection and disclosure of these estimates with the Audit Committee. The accompanying financial statements are prepared using the same critical accounting policies discussed in our Transition Report on Form 10-K for the 39 week period ended December 28, 2013.

Recently Issued Accounting Standards

On April 10, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. We are currently assessing the potential impact of ASU No. 2014-08 on our financial statements.

On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new guidance contained in the ASU affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of

29

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 in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 30, 2017. Adoption is allowed by either the full retrospsective or modified retrospective approach. We are currently in the process of evaluating the impact of adoption of this ASU on our Consolidated Financial Statements.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in market risk of SpartanNash from the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk”, of the Company’s Transition Report on Form 10-K for the fiscal year ended December 28, 2013.

ITEM 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of SpartanNash’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of July 12, 2014 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash’s management, including its Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”). SpartanNash’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 we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate to allow for timely decisions regarding required disclosure. During the second 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.

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PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

The information regarding the Putative Class Actions set forth in Note 7 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements set forth under Item 1 of this report is incorporated herein by reference.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 12 week period ended July 12, 2014. On May 17, 2011, the Board of Directors authorized a five-year share repurchase program for up to $50 million of the SpartanNash’s common stock. SpartanNash did not repurchase shares of common stock under the share repurchase program during the quarter ended July 12, 2014. The approximate dollar value of shares that may yet be purchased under the repurchase plan was $26.2 million as of July 12, 2014. All employee transactions are under associate stock compensation plans. 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.

SpartanNash Purchases of Equity Securities

Period	Total Number of Shares Purchased		Average Price Paid per Share
April 20, 2014 – May 17, 2014
Employee Transactions		63,169	$	21.53
Repurchase Program		—	$	—
May 18 – June 14, 2014
Employee Transactions		—	$	—
Repurchase Program		—	$	—
June 15 – July 12, 2014
Employee Transactions		—	$	—
Repurchase Program		—	$	—
Total for Quarter ended July 12, 2014
Employee Transactions		63,169	$	21.53
Repurchase Program		—	$	—

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ITEM 6. Exhibits

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

Exhibit Number	Document
2.1	Agreement and Plan of Merger dated July 21, 2013. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2013. Here incorporated by reference.
3.1	Restated Articles of Incorporation of SpartanNash Company, as amended.
3.2	Bylaws of Spartan Stores, Inc., as amended. Previously filed as an exhibit to Spartan Stores’ Quarterly Report on Form 10-Q for the quarter ended September 10, 2011. Here incorporated by reference.
4.1	Indenture dated December 6, 2012 by and among Spartan Stores, Inc., The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Company’s subsidiaries as Guarantors. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.
4.2	Form of 6.625% Senior Notes Due 2016. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
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

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SIGNATURES

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.

	SPARTAN STORES, INC. (REGISTRANT)
Date: August 14, 2014	By	/s/ David M. Staples
		David M. Staples
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and duly authorized to sign for Registrant)

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EXHIBIT INDEX

Exhibit Number	Document
2.1	Agreement and Plan of Merger dated July 21, 2013. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on July 22, 2013. Here incorporated by reference.
3.1	Restated Articles of Incorporation of SpartanNash Company, as amended.
3.2	Bylaws of Spartan Stores, Inc., as amended. Previously filed as an exhibit to Spartan Stores’ Quarterly Report on Form 10-Q for the quarter ended September 10, 2011. Here incorporated by reference.
4.1	Indenture dated December 6, 2012 by and among Spartan Stores, Inc., The Bank of New York Mellon Trust Company, N.A., as Trustee, and the Company’s subsidiaries as Guarantors. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.
4.2	Form of 6.625% Senior Notes Due 2016. Previously filed as an exhibit to the Company’s Current Report on Form 8-K on December 6, 2012. Here incorporated by reference.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
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

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EX-3.1

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

OF

SPARTANNASH COMPANY, AS AMENDED

ARTICLE I

NAME

The name of the Corporation is SPARTANNASH COMPANY.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation’s registered office in the State of Michigan is 850 76^th Street, S.W., Grand Rapids, Michigan 49518. The mailing address of the current registered office of the Corporation is 850 76^th Street, P.O. Box 8700, Grand Rapids, Michigan 49518. The name of its registered agent at such address is Alex J. DeYonker.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Michigan Business Corporation Act, as amended (the “Michigan Business Corporation Act”).

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 110,000,000 shares, consisting of 100,000,000 shares of common stock, without par value (“Common Stock”), and 10,000,000 shares of preferred stock (“Preferred Stock”).

The powers, preferences, and rights, and the qualifications, limitations, and restrictions thereof, of Common Stock, and the express grant of authority to the Board of Directors to fix by resolution the designations and the powers, preferences, and rights of each share of Preferred Stock and the qualifications, limitations, and restrictions thereof, are as follows:

A. Provisions Applicable to Common Stock.

1. No Preference. Except as provided by law and the rights of any outstanding series of Preferred Stock, as in effect from time to time, none of the shares of Common Stock shall be entitled to any preferences, and each share of Common Stock shall be equal to every other share of Common Stock in every respect.

2. Dividends. After payment or declaration of full dividends on all shares having a priority over the Common Stock as to dividends, and after making all required sinking or retirement fund payments, if any, on all classes of Preferred Stock and on any other stock of the Corporation ranking as to dividends or assets prior to the Common Stock, dividends on the shares of Common Stock may be declared and paid, but only when and as determined by the Board of Directors.

3. Rights on Liquidation. On any liquidation, dissolution, or winding up of the affairs of the Corporation, after there shall have been paid to or set aside for the holders of all shares having priority over the Common Stock the full preferential amounts to which they are respectively entitled, the holders of the Common Stock shall be entitled to receive pro rata all the remaining assets of the Corporation available for distribution to its shareholders.

4. Voting. At all meetings of shareholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by him, her, or it.

5. No Preemptive Rights. The holders of Common Stock shall not have any preemptive or other preferential right to additional shares of the Corporation.

B. Provisions Applicable to Preferred Stock:

1. Provisions to be Fixed by the Board of Directors. The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, each with such voting powers, full or limited, or without voting powers, and with such designations, preferences, participating, conversion, optional or other rights, and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated in these Restated Articles of Incorporation, or any amendments thereto, including (but without limiting the generality of the foregoing) the following:

a. The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors.

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b. The stated value of the shares of such series.

c. The dividend rate or rates on the shares of such series and the relation that such dividends shall bear to the dividends payable on any other class of capital stock or on any other series of Preferred Stock, the terms and conditions upon which and the period, in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate.

d. Whether the shares of such series shall be redeemable, and, if redeemable, whether redeemable for cash, property or rights, including securities of the Corporation or of any other corporation, and whether redeemable at the option of the holder or the Corporation or upon the happening of a specified event, the limitations and restrictions with respect to such redemption, the time or times when, the price or prices or rate or rates at which, the adjustments with which and the manner in which such shares shall be redeemable, including the manner of selecting shares of such series for redemption if less than all shares are to be redeemed.

e. The rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution or winding up of the Corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates.

f. Whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund and, if so, whether and upon what conditions such fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other purposes and the terms and provisions relative to the operation thereof.

g. Whether the shares of such series shall be convertible into or exchangeable for shares of any other class or of any other series of any class of capital stock of the Corporation or any other corporation, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange.

h. The voting powers, if any, of the shares of such series, and whether and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more additional directors of the Corporation in case of dividend arrearages or other specified events, or upon other matters.

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i. Whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the powers, preferences, or rights of any such other series.

j. Any other preferences, privileges, and powers and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of these Restated Articles of Incorporation.

2. Provisions Applicable to All Preferred Stock.

a. All Preferred Stock shall rank equally and be identical in all respects except as to the matters permitted to be fixed by the Board of Directors, and all shares of any one series thereof shall be identical in every particular except as to the date, if any, from which dividends on such shares shall accumulate.

b. Shares of Preferred Stock redeemed, converted, exchanged, purchased, retired, or surrendered to the Corporation, or that have been issued and reacquired in any manner, may, upon compliance with any applicable provisions of the Michigan Business Corporation Act be given the status of authorized and unissued shares of Preferred Stock and may be reissued by the Board of Directors as part of the series of which they were originally a part or may be reclassified into and reissued as part of a new series or as a part of any other series, all subject to the protective conditions or restrictions of any outstanding series of Preferred Stock.

ARTICLE V

BOARD OF DIRECTORS; CLASSIFICATION;

VACANCIES; NOMINATIONS

A. The number of the directors of the Corporation shall be fixed from time to time by resolution adopted by the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors. The number of directors of the Corporation shall not be less than three (3).

B. The Board of Directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year. At each annual meeting of the shareholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Regardless of anything to the contrary in these Restated Articles of Incorporation, commencing with the annual meeting of shareholders that is held in calendar year 2011 (the “2011 Annual Meeting”), the directors shall

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be elected annually for terms of one year, except that any director in office at the 2011 Annual Meeting whose term expires at the annual meeting of shareholders held in calendar year 2012 or calendar year 2013 shall continue to hold office until the end of the term for which such director was elected and until such director’s successor shall have been elected and qualified. Accordingly, at the 2011 Annual Meeting, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of shareholders that is held in calendar year 2012 and until such directors’ successors shall have been elected and qualified. At the annual meeting of shareholders that is held in calendar year 2012, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of shareholders that is held in calendar year 2013 and until such directors’ successors shall have been elected and qualified. At the annual meeting of shareholders in the calendar year 2013 and each annual meeting occurring thereafter, all directors shall be elected for terms expiring at the next annual meeting of shareholders and until such directors’ successors shall have been elected and qualified.

C. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled only by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum. Any director chosen to fill a vacancy shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. Subject to the foregoing and subject to paragraph B. of this Article V, at each annual meeting of shareholders the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting. Notwithstanding the foregoing, if the holders of any class or series of preferred stock are entitled to elect one or more directors to the exclusion of other shareholders, vacancies of any directorship elected by that class or series may be filled only by majority vote of the directors elected by that class or series then in office, whether or not a quorum, or by the holders of that class or series. Subject to paragraph B. of this Article V, when the number of directors is changed, any newly created or eliminated directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

D. Nominations of directors of the Corporation shall be made in accordance with the following:

1. Nominations of candidates for election to the Board of Directors of the Corporation at any meeting of shareholders called for election of directors (an “Election Meeting”) may be made by the Board of Directors or by any shareholder of a class entitled to vote at such Election Meeting, as provided in (2) and (3), immediately below.

2. Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, and such nominations shall be reflected in the minute books of the Corporation as of the date made. At the request of the Secretary of the Corporation, each proposed nominee shall provide the Corporation with such information concerning himself or herself as is required under the rules of the Securities and Exchange Commission, to be included in the Corporation’s proxy statements soliciting proxies for his or her election as a director.

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3. A shareholder of record of shares of a class entitled to vote at an Election Meeting may make a nomination at the Election Meeting if and only if the shareholder shall have delivered timely notice to the Secretary of the Corporation setting forth (a) the name, age, business address, and residence address of each nominee proposed in such notice; (b) the principal occupation or employment of each such nominee; (c) the number of shares of capital stock of the Corporation which are beneficially owned by each such nominee; (d) a statement that the nominee is willing to be nominated; and (e) such other information concerning each such nominee as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such nominees. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 120 days prior to the date of notice of the Election Meeting in the case of an annual meeting, and not more than seven days following the date of notice in the case of a special meeting.

4. If the chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, such nomination shall be void and all votes cast in favor of election of a person so nominated shall be disregarded.

E. A director may be removed from office at any time, but only for cause, if and only if removal is approved as set forth in this Article V. Except as may be provided otherwise by law, cause for removal shall exist if and only if: (1) the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (2) such director has been adjudicated by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to the Corporation in a matter of substantial importance to the Corporation and such adjudication is no longer subject to a direct appeal; (3) such director has become mentally incompetent, whether or not so adjudicated, which mental incompetency directly affects his ability as a director of the Corporation; or (4) the director’s actions or failure to act are deemed by the Board of Directors to be in derogation of the director’s duties. Removal for cause, as cause is defined in (1) or (2) above, must be approved by vote of a majority of the total number of directors or by vote of the holders of a majority of the shares of the Corporation then entitled to be voted at an Election Meeting. Removal for cause, as cause is defined in (3) or (4) above, must be approved by at least seventy-five percent (75%) of the total number of directors. For purposes of this paragraph, the total number of directors will not include the director who is the subject of the removal determination, nor will such director be entitled to vote thereon.

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ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Directors and executive officers of the Corporation shall be indemnified as of right, and shall be entitled to the advancement of expenses, to the fullest extent now or hereafter permitted by law in connection with any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding (whether brought by or in the name of the Corporation, one of its subsidiaries, or otherwise and whether formal or informal) arising out of their service to the Corporation or one of its subsidiaries, or to another organization at the request of the Corporation or one of its subsidiaries. Persons who are not directors or executive officers of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The Corporation may purchase and maintain insurance to protect itself and any such director, officer, or other person against any liability asserted against him or her and incurred by him or her in respect of such service whether or not the Corporation would have the power to indemnify him or her against such liability by law or under the provisions of this Article. The provisions of this Article shall be deemed contractual and shall be applicable to actions, suits, or proceedings, whether arising from acts or omissions occurring before or after the adoption hereof, and to directors, officers, and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors, and administrators of the directors, officers, and other persons referred to in this Article. Changes in these Restated Articles of Incorporation or in the bylaws reducing the scope of indemnification shall not apply to actions or omissions occurring before such change.

ARTICLE VII

LIMITATION ON DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except that a director’s liability is not limited for:

A. the amount of a financial benefit received by a director to which he or she is not entitled;

B. intentional infliction of harm on the Corporation or its shareholders;

C. a violation of Section 551(1) of the Michigan Business Corporation Act; or

D. intentional criminal act.

If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the Corporation (in addition to the circumstances in which a director is not personally liable as set forth in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the Corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification or repeal.

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ARTICLE VIII

BOARD EVALUATION OF TAKEOVER PROPOSALS

The Board of Directors shall not initiate, approve, authorize, adopt, or recommend any offer of any party other than the Corporation to make a tender or exchange offer for any equity security of the Corporation, or to engage in any Business Reorganization as defined in this Article, unless and until it shall have first evaluated the proposed offer and determined in its judgment that the proposed offer would be in compliance with all applicable laws. In evaluating a proposed offer to determine whether it would be in compliance with law, the Board of Directors shall consider all aspects of the proposed offer, including the manner in which the offer is proposed to be made, the documents proposed for the communication of the offer, and the effects and consequences of the offer if consummated, in light of the laws of the United States of America and affected states and foreign countries. In connection with this evaluation, the Board may seek and rely upon the opinion of independent legal counsel; and it may test the legality of the proposed offer in any state, federal, or foreign court or before any state, federal, or foreign administrative agency that may have jurisdiction. If the Board of Directors determines in its judgment that a proposed offer would be in compliance with all applicable laws, the Board of Directors shall then evaluate the proposed offer and determine whether the proposed offer is in the best interest of the Corporation and its shareholders, and the Board of Directors shall not initiate, approve, adopt, or recommend any such offer that, in its judgment, would not be in the best interest of the Corporation and its shareholders.

A. In evaluating a proposed offer to determine whether it would be in the best interest of the Corporation and its shareholders, the Board of Directors shall consider all factors that it deems relevant including, without limitation:

1. The fairness of the consideration to be received by the Corporation and its shareholders under the proposed offer, taking into account the trading price of the Corporation’s stock immediately prior to the announcement of the proposed offer, the historical trading prices of the Corporation’s stock, the price that might be achieved in a negotiated sale of the Corporation as a whole, premiums over the trading price of their securities which have been proposed or offered to other companies in the past in connection with similar offers, and the future prospects of the Corporation;

2. The possible social and economic impact of the proposed offer and its consummation on the Corporation and its employees, customers, and suppliers;

3. The possible social and economic impact of the proposed offer and its consummation on the communities in which the Corporation and its Subsidiaries operate or are located;

4. The business, financial condition, and earning prospects of the offering party, including, but not limited to, debt service and other existing or likely financial obligations of the offering party;

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5. The competence, experience and integrity of the offering party and its management; and

6. The intentions of the offering party regarding the use of the assets of the Corporation to finance the transaction.

B. For purposes of this Article, the term “Business Reorganization” shall mean:

1. Any merger or consolidation of the Corporation with or into another entity or any majority share acquisition involving the Corporation;

2. Any sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Corporation to or with any other corporation, person or entity;

3. Any liquidation or dissolution of the Corporation;

4. Any reorganization or recapitalization of the Corporation which would result in a change of control of the Corporation; or

5. Any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or any agreement, contract or other arrangement providing for any of the foregoing.

ARTICLE IX

MICHIGAN CONTROL SHARE ACT

A. The Corporation shall be governed by Chapter 7B (Section 790 through Section 799) of the Michigan Business Corporation Act.

B. The Corporation may redeem at the fair value of the shares any control shares acquired in a control share acquisition, with respect to which no acquiring person statement has been filed with the Corporation, at any time during the period ending sixty (60) days after the last acquisition of control shares or the power to direct the exercise of voting power of control shares by the acquiring person.

C. After an acquiring person statement has been filed and after the meeting which the voting rights of the control shares acquired in a control share acquisition are submitted to the shareholders, the shares are subject to redemption by the Corporation at the fair value of the shares unless the shares are accorded full voting rights by the shareholders pursuant to Section 798 of the Michigan Business Corporation Act.

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D. A redemption of shares by the Corporation pursuant to Section A or B of this Article shall be made upon election to redeem by the Board of Directors. Written notice of the election shall be sent to the acquiring person within seven (7) days after the election is made. The determination of the Board of Directors as to fair value shall be conclusive. Payment shall be made for the control shares subject to redemption within thirty (30) days after the election to redeem is made at a date and place selected by the Board of Directors. The Board of Directors may adopt additional procedures to accomplish a redemption.

E. This Article is adopted pursuant to Section 799 of the Michigan Business Corporation Act. The terms used in this Section shall have the meanings ascribed to them in Section 799.

ARTICLE X

BUSINESS COMBINATIONS

Any merger or consolidation of the Corporation with or into any other corporation, any combination or majority share acquisition involving the Corporation, or any dissolution, or any sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation to or with any other corporation, person or entity, shall require the affirmative vote of the holders of at least two-thirds (2/3) of each class or classes of the outstanding shares of capital stock of the Corporation issued and outstanding and entitled to vote (“Voting Stock”). The provisions of this Article X shall not apply to any transaction described in the preceding sentence which has been approved by resolution adopted by the Directors at a meeting of the Board of Directors of the Corporation at which a quorum is present.

The Board of Directors of the Corporation shall have the power and duty to determine for the purposes of this Article X, on the basis of information then known to it, whether any sale, lease, exchange or other disposition of part of the assets of the Corporation involves substantially all the assets of the Corporation. Any such determination by the Board shall be conclusive and binding for all purposes of this Article X.

ARTICLE XI

CREDITOR ARRANGEMENTS

When a compromise or arrangement or a plan of reorganization of this Corporation is proposed between this Corporation and its creditors or any class of them or between this Corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this Corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the Corporation may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization to be summoned in such manner

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as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, agree to a compromise or arrangement or a reorganization of this Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this Corporation.

ARTICLE XII

AMENDMENT OF RESTATED ARTICLES OF INCORPORATION

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Restated Articles of Incorporation, in the manner now or hereafter prescribed by statute and these Restated Articles of Incorporation, and all rights conferred upon shareholders herein are granted subject to this reservation; provided, however:

A. Supermajority-In General. No amendment to these Restated Articles of Incorporation shall alter, modify, or repeal any or all of the provisions of Articles V, VI, VII, VIII or IX of these Restated Articles of Incorporation, or this Section A of Article XII unless such amendment, alteration, modification, or repeal is adopted by the affirmative vote of the holders of not less than two-thirds (2/3) of the Voting Stock; provided, that this Section A shall not apply to, and such 2/3 vote shall not be required for, any amendment, alteration, modification, or repeal that has first been approved by the affirmative vote of 80% of the entire Board of Directors.

B. Supermajority-Certain Provisions. No amendment to these Restated Articles of Incorporation shall alter, modify, or repeal any or all of the provisions of Article X of these Restated Articles of Incorporation, or this Section B of this Article, unless approved by the affirmative vote of the holders of not less than two-thirds (2/3) of the Voting Stock.

ARTICLE XIII

AMENDMENT OF BYLAWS

The bylaws of the Corporation may be amended, altered, or repealed, or new bylaws may be adopted at any time by the Board of Directors without shareholder approval. The bylaws of the Corporation may not be amended, altered, or repealed, or new bylaws adopted, by the shareholders of the Corporation except upon the affirmative vote of at least two-thirds (2/3) of the total voting power of all shares of stock entitled to vote in the election of directors, voting together as a single class at an annual or special meeting of shareholders.

These Restated Articles of Incorporation were duly adopted by the shareholders of the Corporation in accordance with Section 642 of Act 284, Public Acts of 1972, as amended. The necessary number of votes as required by statute were voted in favor of these Restated Articles of Incorporation.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Dennis Eidson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spartan Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2014
	/s/ Dennis Eidson
	Dennis Eidson President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, David M. Staples, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spartan Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2014
	/s/ David M. Staples
	David M. Staples Executive Vice President and Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATION

I, Peter J. O’Donnell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spartan Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2014	/s/ Peter J. O’Donnell
	Peter J. O’Donnell Vice President and Chief Accounting Officer, Controller

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of Spartan Stores, Inc. (the “Company”) that the Quarterly Report of the Company on Form 10-Q for the accounting period ended July 12, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

This Certificate is given pursuant to 18 U.S.C. § 1350 and for no other purpose.

Dated: August 14, 2014	/s/ Dennis Eidson
	Dennis Eidson President and Chief Executive Officer
Dated: August 14, 2014	/s/ David M. Staples
	David M. Staples Executive Vice President and Chief Financial Officer
Dated: August 14, 2014	/s/ Peter J. O’Donnell
	Peter J. O’Donnell Vice President and Chief Accounting Officer, Controller

A signed original of this written statement has been provided to Spartan Stores, Inc. and will be retained by Spartan Stores, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Goodwill and Other Intangible Assets - Summary of Weighted Average Amortization Period for Amortizable Intangible Assets (Detail)	6 Months Ended
	Jul. 12, 2014
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	4 years 4 months 24 days
Favorable leases [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	16 years 8 months 12 days
Customer lists [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	7 years 1 month 6 days
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	20 years
Trade names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	7 years
Franchise fees and other [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	10 years 4 months 24 days

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Share-Based Compensation - Summary of Share-Based Compensation Activity (Detail) (USD $)	6 Months Ended
	Jul. 12, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Shares Under Options, Outstanding, Beginning balance	586,766
Shares Under Options, Granted	0
Shares Under Options, Exercised/Vested	(54,120)
Shares Under Options, Cancelled/Forfeited	(4,131)
Shares Under Options, Outstanding, Ending balance	528,515
Shares Under Options, Vested and expected to vest in the future at July 12, 2014	528,515
Shares Under Options, Exercisable	528,515
Weighted Average Exercise Price, Option outstanding, Beginning balance	$ 19.30
Weighted Average Exercise Price, Granted	$ 0
Weighted Average Exercise Price, Exercised/Vested	$ 12.27
Weighted Average Exercise Price, Cancelled/Forfeited	$ 3.25
Weighted Average Exercise Price, Ending balance	$ 20.14
Weighted Average Exercise Price, Vested and expected to vest in the future at July 12, 2014	$ 20.14
Weighted Average Exercise Price, Exercisable	$ 20.14
Restricted Stock Awards, Outstanding, Beginning balance	518,835
Restricted Stock Awards, Granted	310,612
Restricted Stock Awards, Exercised/Vested	(219,894)
Restricted Stock Awards, Cancelled/Forfeited	(10,656)
Restricted Stock Awards, Outstanding, Ending balance	598,897
Weighted Average Grant-Date Fair Value, Beginning balance	$ 23.56
Weighted Average Grant-Date Fair Value, Granted	$ 22.66
Weighted Average Grant-Date Fair Value, Exercised/Vested	$ 16.41
Weighted Average Grant-Date Fair Value/ Cancelled/Forfeited	$ 21.71
Weighted Average Grant-Date Fair Value, Ending balance	$ 23.10

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Commitments and Contingencies - Additional Information (Detail) (Maximum [Member], Nash-Finch Company [Member], USD $)	6 Months Ended
	Jul. 12, 2014
Maximum [Member] | Nash-Finch Company [Member]
Contingencies And Commitments [Line Items]
Legal fees and expense	$ 550,000

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Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share for Continuing Operations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Numerator:
Earnings from continuing operations	$ 17,395	$ 8,056	$ 29,914	$ 16,968
Adjustment for earnings attributable to participating securities	(296)	(184)	(535)	(410)
Earnings from continuing operations used in calculating earnings per share	$ 17,099	$ 7,872	$ 29,379	$ 16,558
Denominator:
Weighted average shares outstanding, including participating securities	37,744	21,858	37,662	21,796
Adjustment for participating securities	(642)	(499)	(673)	(527)
Shares used in calculating basic earnings per share	37,102	21,359	36,989	21,269
Shares used in calculating basic earnings per share	37,102	21,359	36,989	21,269
Effect of dilutive stock options	66	82	76	79
Shares used in calculating diluted earnings per share	37,168	21,441	37,065	21,348
Basic earnings per share from continuing operations	$ 0.46	$ 0.37	$ 0.79	$ 0.78
Diluted earnings per share from continuing operations	$ 0.46	$ 0.37	$ 0.79	$ 0.78

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Fair Value Measurements - Schedule of Estimated Fair Value and Book Value of Debt Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Book value of debt instruments:
Current maturities of long-term debt and capital lease obligations	$ 7,189	$ 7,345
Long-term debt and capital lease obligations	576,474	598,319
Total book value of debt instruments	583,663	605,664
Fair value of debt instruments	587,898	609,682
Excess of fair value over book value	$ 4,235	$ 4,018

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Merger - Additional Information (Detail) (USD $)	3 Months Ended			6 Months Ended
	Jul. 12, 2014	Dec. 28, 2013	Jul. 12, 2014 Food Distribution Segment [Member]	Jul. 12, 2014 Fair Value Adjustments [Member]
Business Acquisition [Line Items]
Intangible assets adjustments	$ 19,300,000			$ 6,900,000
Property and equipment adjustments	(23,000,000)
Goodwill adjustments	3,700,000
Goodwill	$ 312,252,000	$ 313,020,000	$ 50,500,000

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Operating Segment Information - Schedule of Segment Reporting Information, by Operating Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013	Dec. 28, 2013
Segment Reporting Information [Line Items]
Merger transaction and integration expenses	$ 2,581	$ 2,377	$ 6,749	$ 2,377
Depreciation and amortization	19,417	9,492	46,970	22,218
Operating earnings	32,649	15,166	60,227	36,258
Capital expenditures	14,781	9,799	37,620	19,526
Total assets	1,989,234		1,989,234		1,999,063
Discontinued Operations [Member]
Segment Reporting Information [Line Items]
Total assets	4,705		4,705		4,767
Operating Segments [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	1,810,175	651,125	4,143,902	1,431,403
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	(243,866)	(160,209)	(555,682)	(359,082)
Military [Member]
Segment Reporting Information [Line Items]
Merger transaction and integration expenses	24		24
Depreciation and amortization	1,486		5,679
Operating earnings	6,731		12,292
Capital expenditures	2,653		12,848
Total assets	483,482		483,482		451,556
Military [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	502,402		1,186,569
Food Distribution [Member]
Segment Reporting Information [Line Items]
Merger transaction and integration expenses	2,554	2,377	6,722	2,377
Depreciation and amortization	7,705	2,087	17,433	4,903
Operating earnings	11,128	6,765	25,489	26,086
Capital expenditures	3,423	2,562	9,990	5,469
Total assets	802,130		802,130		820,728
Food Distribution [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	767,926	271,890	1,738,928	608,596
Food Distribution [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	(243,866)	(160,209)	(555,682)	(359,082)
Retail [Member]
Segment Reporting Information [Line Items]
Merger transaction and integration expenses	3		3
Depreciation and amortization	10,226	7,405	23,858	17,315
Operating earnings	14,790	8,401	22,446	10,172
Capital expenditures	8,705	7,237	14,782	14,057
Total assets	698,917		698,917		722,012
Retail [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Inter-segment sales	$ 539,847	$ 379,235	$ 1,218,405	$ 822,807

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Merger (Tables)

6 Months Ended

Jul. 12, 2014

Business Combinations [Abstract]

Fair Values of Assets Acquired and Liabilities Assumed

The valuation process is not complete and the final determination of the fair values may result in further adjustments to the values presented below:

(In thousands)	Initial Valuation		2014 Adjustments to Fair Value			July 12, 2014
Current assets	$	790,296	$	(2,788	)	$	787,508
Property and equipment		369,495		(22,995	)		346,500
Goodwill		43,584		6,872			50,456
Intangible assets		10,750		19,300			30,050
Other		38,160		—			38,160
Total assets acquired		1,252,285		389			1,252,674
Current liabilities		353,484		(14	)		353,470
Other long-term liabilities		81,047		(353	)		80,694
Long-term debt and capital lease obligations		438,140		756			438,896
Total liabilities assumed		872,671		389			873,060
Net assets acquired	$	379,614	$	—		$	379,614

Intangible Assets Acquired

Intangible assets acquired are currently valued as follows:

(In thousands)	Intangible Assets		Useful Life
Trade names	$	6,700		Indefinite
Customer lists		5,200		7 years
Customer relationships		13,500		20 years
Favorable leases		4,650		7 to 22 years
	$	30,050

Pro Forma Effect on Operating Results

This pro forma information is not necessarily indicative of the results that would have been obtained if the acquisition had occurred at the beginning of the 28-week period presented or that may be obtained in the future.

	July 20, 2013
(In thousands)	12 weeks ended		28 weeks ended
Net sales	$	1,867,080	$	4,132,219
Net earnings		17,519		28,106

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Associate Retirement Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended		9 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jul. 12, 2014 Central States, Southeast and Southwest Areas Pension Fund [Member]	Jul. 20, 2013 Central States, Southeast and Southwest Areas Pension Fund [Member]	Dec. 28, 2013 Central States, Southeast and Southwest Areas Pension Fund [Member]	Jul. 12, 2014 Super Foods Pension Plan [Member]	Jul. 12, 2014 Super Foods Pension Plan [Member]	Jan. 03, 2015 Super Foods Pension Plan [Member] Forecast [Member]	Jul. 12, 2014 Cash Balance Pension Plan [Member]	Jan. 03, 2015 Cash Balance Pension Plan [Member] Forecast [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Standard pension funding carryover				$ 0.9	$ 0.9	$ 2.4	$ 0	$ 0
Pension contributions during plan year	$ 7.3	$ 5.1	$ 6.8
Maximum company contribution as percentage of total employer contributions	5.00%

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Restructuring and Asset Impairment- Schedule of Activity of Restructuring Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014
Restructuring Cost and Reserve [Line Items]
Beginning balance		$ 20,531
Provision for lease and related ancillary costs, net of sublease income	218	236
Provision for severance	70	266
Changes in estimates		(370)
Accretion expense		383
Payments		(5,227)
Ending balance	15,819	15,819
Lease and Ancillary Costs [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance		19,496
Provision for lease and related ancillary costs, net of sublease income		236
Provision for severance		0
Changes in estimates		(370)
Accretion expense		383
Payments		(4,010)
Ending balance	15,735	15,735
Severance [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance		1,035
Provision for lease and related ancillary costs, net of sublease income		0
Provision for severance		266
Changes in estimates		0
Accretion expense		0
Payments		(1,217)
Ending balance	$ 84	$ 84

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Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Dec. 28, 2013
Schedule Of Goodwill And Intangible Assets [Line Items]
Other	$ (768)
Goodwill	398,852	399,620
Accumulated impairment charges	(86,600)	(86,600)
Goodwill, net	312,252	313,020
Retail [Member]
Schedule Of Goodwill And Intangible Assets [Line Items]
Other	(768)
Goodwill	253,670	254,438
Accumulated impairment charges	(86,600)	(86,600)
Goodwill, net	167,070	167,838
Food Distribution [Member]
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill	145,182	145,182
Goodwill, net	$ 145,182	$ 145,182

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Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate	36.00%	37.70%	36.70%	38.30%

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Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jul. 12, 2014	Jul. 20, 2013
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Long-lived assets	$ 0.9	$ 3.6
Significant unobservable inputs (Level 3) [Member]
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items]
Long-lived assets measured fair value on nonrecurring basis	$ 0	$ 1.4

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Summary of Significant Accounting Policies and Basis of Presentation

6 Months Ended

Jul. 12, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Basis of Presentation

Note 1 Summary of Significant Accounting Policies and Basis of Presentation

SpartanNash Company was formerly known as Spartan Stores, Inc. Spartan Stores, Inc. began doing business under the assumed name of “SpartanNash Company,” upon completion of the merger with Nash-Finch Company (“Nash-Finch”) on November 19, 2013. The formal name change to SpartanNash Company was approved and became effective after the annual shareholders meeting on May 28, 2014. The accompanying unaudited Condensed Consolidated Financial Statements (the “financial statements”) include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash”). The operating results of Nash-Finch are included in the financial statements for the year-to-date and second quarter ended July 12, 2014 only. All significant intercompany accounts and transactions have been eliminated.

In connection with the merger with Nash-Finch, effective November 19, 2013, the Board of Directors of SpartanNash determined to change the Company’s fiscal year end from the last Saturday in March to the Saturday nearest to December 31, beginning with the transition period ended December 28, 2013. Beginning with fiscal 2014 the Company’s interim quarters consist of 12 weeks, except for the first quarter which consists of 16 weeks. As a result of this change, in these financial statements, including the notes thereto, financial results for the current second quarter and year-to-date ended July 12, 2014 are for 12 and 28 weeks, respectively. In addition, our Condensed Consolidated Statements of Earnings include an unaudited 12-week period and 28-week period ended July 20, 2013 and the Condensed Consolidated Statements of Cash Flows for the prior year include an unaudited 28-week period ended July 20, 2013. The prior year financial statements were recast to the new fiscal year format based upon the original fiscal period end dates. As a result, the period end date for the prior year financial statements differs with the current year by one week and the full prior fiscal year will consist of 51 weeks with the fourth quarter comprised of only 11 weeks.

In the opinion of management, the accompanying financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of SpartanNash as of July 12, 2014, 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.

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Restructuring and Asset Impairment- Schedule of Activity of Restructuring Costs (Parenthetical) (Detail) (USD $)	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014
Restructuring Cost and Reserve [Line Items]
Provision for severance	$ 70,000	$ 266,000
Reduction in goodwill		300,000
Food Distribution Segment [Member]
Restructuring Cost and Reserve [Line Items]
Provision for severance		100,000
Retail Segment [Member]
Restructuring Cost and Reserve [Line Items]
Provision for severance		$ 200,000

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Associate Retirement Plans (Tables)

6 Months Ended

Jul. 12, 2014

Compensation And Retirement Disclosure [Abstract]

Components of Net Periodic Pension and Postretirement Benefit Costs

The following table provides the components of net periodic pension and postretirement benefit costs for the 12 weeks and 28 weeks ended July 12, 2014 and July 20, 2013:

(In thousands) 12 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	557		$	517		$	461
Expected return on plan assets		(868	)		(944	)		(532	)
Recognized actuarial net loss		228			300			—
Net periodic income	$	(83	)	$	(127	)	$	(71	)
Settlement expense		522			—			—
Total expense (income)	$	439		$	(127	)	$	(71	)

(In thousands) 12 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	43		$	59
Interest cost		8		8		91			89
Amortization of prior service cost		—		—		(37	)		(13	)
Recognized actuarial net loss		7		6		5			41
Net periodic cost	$	15	$	14	$	102		$	176

(In thousands) 28 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	1,298		$	1,287		$	1,075
Expected return on plan assets		(2,024	)		(2,297	)		(1,241	)
Recognized actuarial net loss		533			695			—
Net periodic income	$	(193	)	$	(315	)	$	(166	)
Settlement expense		522			—			—
Total expense (income)	$	329		$	(315	)	$	(166	)

(In thousands) 28 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	100		$	124
Interest cost		19		20		212			211
Amortization of prior service cost		—		—		(85	)		(29	)
Recognized actuarial net loss		16		16		11			86
Net periodic cost	$	35	$	36	$	238		$	392

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 12, 2014

Fair Value Disclosures [Abstract]

Schedule of Estimated Fair Value and Book Value of Debt Instruments

At July 12, 2014 and December 28, 2013 the estimated fair value and the book value of our debt instruments were as follows:

(In thousands)	July 12, 2014		December 28, 2013
Book value of debt instruments:
Current maturities of long-term debt and capital lease obligations	$	7,189	$	7,345
Long-term debt and capital lease obligations		576,474		598,319
Total book value of debt instruments		583,663		605,664
Fair value of debt instruments		587,898		609,682
Excess of fair value over book value	$	4,235	$	4,018

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Supplemental Cash Flow Information - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013
Supplemental Cash Flow Elements [Abstract]
Restricted stock issuance	$ 7.0	$ 3.8
Capital expenditures recorded in current liabilities	$ 3.8	$ 1.2

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Restructuring and Asset Impairment - Schedule of Restructuring,Asset Impairment and Other (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Restructuring And Related Activities [Abstract]
Asset impairment charges	$ 0	$ 987	$ 906	$ 2,220
Provision for leases and related ancillary costs, net of sublease income, related to store closings	218		236
Loss (gains) on sales of assets related to stores closed	320		(998)
Provision for severance	70		266
Other costs associated with distribution center and store closings	163		887
Changes in estimates	307		(92)
Restructuring, asset impairment and other	$ 1,078	$ 987	$ 1,205	$ 2,220

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Share-Based Compensation (Tables)

6 Months Ended

Jul. 12, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Share-Based Compensation Activity

The following table summarizes activity in the share-based compensation plans for the 28 weeks ended July 12, 2014:

	Shares Under Options			Weighted Average Exercise Price		Restricted Stock Awards			Weighted Average Grant-Date Fair Value
Outstanding at December 28, 2013		586,766		$	19.30		518,835		$	23.56
Granted		—			—		310,612			22.66
Exercised/Vested		(54,120	)		12.27		(219,894	)		16.41
Cancelled/Forfeited		(4,131	)		3.25		(10,656	)		21.71
Outstanding at July 12, 2014		528,515		$	20.14		598,897		$	23.10
Vested and expected to vest in the future at July 12, 2014		528,515		$	20.14
Exercisable at July 12, 2014		528,515		$	20.14

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Earnings Per Share (Tables)

6 Months Ended

Jul. 12, 2014

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share for Continuing Operations

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

	12 weeks ended						28 weeks ended
(In thousands, except per share amounts)	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013
Numerator:
Earnings from continuing operations	$	17,395		$	8,056		$	29,914		$	16,968
Adjustment for earnings attributable to participating securities		(296	)		(184	)		(535	)		(410	)
Earnings from continuing operations used in calculating earnings per share	$	17,099		$	7,872		$	29,379		$	16,558
Denominator:
Weighted average shares outstanding, including participating securities		37,744			21,858			37,662			21,796
Adjustment for participating securities		(642	)		(499	)		(673	)		(527	)
Shares used in calculating basic earnings per share		37,102			21,359			36,989			21,269
Effect of dilutive stock options		66			82			76			79
Shares used in calculating diluted earnings per share		37,168			21,441			37,065			21,348
Basic earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78
Diluted earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013
Cash flows from operating activities
Net earnings	$ 29,629	$ 16,628
Loss from discontinued operations, net of tax	285	340
Earnings from continuing operations	29,914	16,968
Adjustments to reconcile net earnings to net cash provided by operating activities:
Restructuring and asset impairment charges	1,205	2,220
Convertible debt interest		379
Loss on debt extinguishment		2,762
Depreciation and amortization	47,702	21,968
LIFO expense	3,527	246
Postretirement benefits expense	2,843	81
Deferred income taxes	4,182	(6,978)
Stock-based compensation expense	5,064	2,127
Excess tax benefit on stock compensation	(601)	(124)
Other, net	(156)	50
Changes in operating assets and liabilities:
Accounts receivable	(47,178)	(10,603)
Inventories	20,305	5,750
Prepaid expenses and other assets	3,123	6,097
Accounts payable	23,566	8,825
Accrued payroll and benefits	(17,617)	(4,385)
Postretirement benefit payments	(4,798)	(211)
Accrued income taxes	4,209	4,989
Other accrued expenses and other liabilities	(11,317)	(2,720)
Net cash provided by operating activities	63,973	47,441
Cash flows from investing activities
Purchases of property and equipment	(37,620)	(19,526)
Net proceeds from the sale of assets	3,427	102
Loans to customers	(4,544)
Payments from customers on loans	2,453
Other	(163)	(324)
Net cash used in investing activities	(36,447)	(19,748)
Cash flows from financing activities
Proceeds from revolving credit facility	557,975	310,365
Payments on revolving credit facility	(575,729)	(279,210)
Repurchase of convertible notes		(57,973)
Repayment of other long-term debt	(4,246)	(2,254)
Financing fees paid	(436)	(27)
Excess tax benefit on stock compensation	601	124
Proceeds from sale of common stock	758	154
Dividends paid	(9,059)	(3,710)
Net cash used in financing activities	(30,136)	(32,531)
Cash flows from discontinued operations
Net cash used in operating activities	(186)	(464)
Net cash used in discontinued operations	(186)	(464)
Net decrease in cash and cash equivalents	(2,796)	(5,302)
Cash and cash equivalents at beginning of period	9,216	8,960
Cash and cash equivalents at end of period	$ 6,420	$ 3,658

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Operating Segment Information (Tables)

6 Months Ended

Jul. 12, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Operating Segment

The following tables set forth information about SpartanNash by operating segment:

(In thousands)	Military		Food Distribution		Retail		Total
12 Week Period Ended July 12, 2014
Net sales to external customers	$	502,402	$	767,926	$	539,847	$	1,810,175
Inter-segment sales		—		243,866		—		243,866
Merger transaction and integration expenses		24		2,554		3		2,581
Depreciation and amortization		1,486		7,705		10,226		19,417
Operating earnings		6,731		11,128		14,790		32,649
Capital expenditures		2,653		3,423		8,705		14,781

	Food Distribution		Retail		Total
12 Week Period Ended July 20, 2013
Net sales to external customers	$	271,890	$	379,235	$	651,125
Inter-segment sales		160,209		—		160,209
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		2,087		7,405		9,492
Operating earnings		6,765		8,401		15,166
Capital expenditures		2,562		7,237		9,799

	Military		Food Distribution		Retail		Total
28 Week Period Ended July 12, 2014
Net sales to external customers	$	1,186,569	$	1,738,928	$	1,218,405	$	4,143,902
Inter-segment sales		—		555,682		—		555,682
Merger transaction and integration expenses		24		6,722		3		6,749
Depreciation and amortization		5,679		17,433		23,858		46,970
Operating earnings		12,292		25,489		22,446		60,227
Capital expenditures		12,848		9,990		14,782		37,620

	Food Distribution		Retail		Total
28 Week Period Ended July 20, 2013
Net sales to external customers	$	608,596	$	822,807	$	1,431,403
Inter-segment sales		359,082		—		359,082
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		4,903		17,315		22,218
Operating earnings		26,086		10,172		36,258
Capital expenditures		5,469		14,057		19,526

	July 12, 2014		December 28, 2013*
Total Assets
Military	$	483,482	$	451,556
Food Distribution		802,130		820,728
Retail		698,917		722,012
Discontinued operations		4,705		4,767
Total	$	1,989,234	$	1,999,063

* See Note 3.

Summary of Sales by Type of Similar Products and Services

The following table presents sales by type of similar product and services:

	12 Weeks Ended								28 Weeks Ended
(Dollars in thousands)	July 12, 2014				July 20, 2013				July 12, 2014				July 20, 2013
Non-perishables (1)	$	1,131,903	62.5	%	$	315,081	48.4	%	$	2,606,963	62.9	%	$	700,507	48.9	%
Perishables (2)		566,828	31.3			240,539	36.9			1,285,832	31.0			516,741	36.1
Pharmacy		65,033	3.6			48,147	7.4			149,726	3.6			112,333	7.9
Fuel		46,411	2.6			47,358	7.3			101,381	2.5			101,822	7.1
Consolidated net sales	$	1,810,175	100	%	$	651,125	100	%	$	4,143,902	100	%	$	1,431,403	100	%

⁽¹⁾  Consists primarily of general merchandise, grocery, beverages, snacks and frozen foods.

⁽²⁾  Consists primarily of produce, dairy, meat, bakery, deli, floral and seafood.

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Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense for Future (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
2014	$ 3,649
2015	3,266
2016	2,718
2017	2,609
2018	$ 2,200

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Share-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense, Net of Tax	$ 0.7	$ 0.6	$ 3.1	$ 1.3
Share based compensation expense Per diluted share, Net of Tax	$ 0.02	$ 0.03	$ 0.08	$ 0.06
Stock options granted			0
Spartan Nash [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of approved stock incentive plans			3
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 6.3		$ 6.3
Unrecognized compensation cost, weighted average period of recognition			2 years 6 months
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted			0	0

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Current assets
Cash and cash equivalents	$ 6,420	$ 9,216
Accounts and notes receivable, net	334,440	285,471
Inventories, net	564,628	589,497
Prepaid expenses and other current assets	35,675	38,423
Property and equipment held for sale		440
Total current assets	941,163	923,047
Property and equipment, net	606,969	628,482
Goodwill	312,252	313,020
Other assets, net	128,850	134,514
Total assets	1,989,234	1,999,063
Current liabilities
Accounts payable	375,592	364,972
Accrued payroll and benefits	68,893	85,495
Other accrued expenses	45,815	54,412
Deferred income taxes	26,816	23,827
Current maturities of long-term debt and capital lease obligations	7,189	7,345
Total current liabilities	524,305	536,051
Long-term liabilities
Deferred income taxes	97,538	91,966
Postretirement benefits	19,884	22,009
Other long-term liabilities	38,204	43,845
Long-term debt and capital lease obligations	576,474	598,319
Total long-term liabilities	732,100	756,139
Commitments and contingencies (Note 7)
Shareholders' equity
Common stock, voting, no par value; 100,000 shares authorized; 37,725 and 37,371 shares outstanding	523,148	518,056
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding	0
Accumulated other comprehensive loss	(8,500)	(8,794)
Retained earnings	218,181	197,611
Total shareholders' equity	732,829	706,873
Total liabilities and shareholders' equity	$ 1,989,234	$ 1,999,063

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Restructuring and Asset Impairment - Schedule of Restructuring,Asset Impairment and Other (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014
Restructuring Cost and Reserve [Line Items]
Changes in estimates	$ 307	$ (92)
Retail Segment [Member]
Restructuring Cost and Reserve [Line Items]
Changes in estimates		(379)
Food Distribution Segment [Member]
Restructuring Cost and Reserve [Line Items]
Changes in estimates		$ 287

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (USD $) In Thousands	Total	Common Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]
Balance, value at Dec. 28, 2013	$ 706,873	$ 518,056	$ (8,794)	$ 197,611
Balance, shares at Dec. 28, 2013	37,371	37,371
Net earnings	29,629			29,629
Other comprehensive income	294		294
Dividends-$0.24 per share	(9,059)			(9,059)
Stock-based employee compensation	5,064	5,064
Issuances of common stock and related tax benefit on stock option exercises and stock bonus plan and from deferred compensation plan, value	1,165	1,165
Issuances of common stock and related tax benefit on stock option exercises and stock bonus plan and from deferred compensation plan, shares		130
Issuances of restricted stock and related income tax benefits, value	492	492
Issuances of restricted stock and related income tax benefits, shares		310
Cancellations of restricted stock, value	(1,629)	(1,629)
Cancellations of restricted stock, shares		(86)
Balance, value at Jul. 12, 2014	$ 732,829	$ 523,148	$ (8,500)	$ 218,181
Balance, shares at Jul. 12, 2014	37,725	37,725

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Merger - Intangible Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	$ 30,050
Trade names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	6,700
Useful Life	Indefinite
Customer lists [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	5,200
Useful Life	7 years
Customer relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	13,500
Useful Life	20 years
Favorable leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible Assets	$ 4,650
Favorable leases [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years
Favorable leases [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	22 years

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Supplemental Cash Flow Information

6 Months Ended

Jul. 12, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 14 Supplemental Cash Flow Information

Non-cash financing activities include the issuance of restricted stock to employees and directors of $7.0 million and $3.8 million for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively. Non-cash investing activities include capital expenditures included in accounts payable of $3.8 million and $1.2 million for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively.

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Merger - Pro Forma Effect on Operating Results (Detail) (Nash-Finch Company [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jul. 20, 2013	Jul. 20, 2013
Nash-Finch Company [Member]
Business Acquisition [Line Items]
Net sales	$ 1,867,080	$ 4,132,219
Net earnings	$ 17,519	$ 28,106

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Summary of Significant Accounting Policies and Basis of Presentation (Policies)

6 Months Ended

Jul. 12, 2014

Accounting Policies [Abstract]

Fiscal Year

In connection with the merger with Nash-Finch, effective November 19, 2013, the Board of Directors of SpartanNash determined to change the Company’s fiscal year end from the last Saturday in March to the Saturday nearest to December 31, beginning with the transition period ended December 28, 2013. Beginning with fiscal 2014 the Company’s interim quarters consist of 12 weeks, except for the first quarter which consists of 16 weeks. As a result of this change, in these financial statements, including the notes thereto, financial results for the current second quarter and year-to-date ended July 12, 2014 are for 12 and 28 weeks, respectively. In addition, our Condensed Consolidated Statements of Earnings include an unaudited 12-week period and 28-week period ended July 20, 2013 and the Condensed Consolidated Statements of Cash Flows for the prior year include an unaudited 28-week period ended July 20, 2013. The prior year financial statements were recast to the new fiscal year format based upon the original fiscal period end dates. As a result, the period end date for the prior year financial statements differs with the current year by one week and the full prior fiscal year will consist of 51 weeks with the fourth quarter comprised of only 11 weeks.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

On April 10, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company is currently assessing the potential impact of ASU No. 2014-08 on its financial statements.

On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new guidance contained in the ASU affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for 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 in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 30, 2017. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s financial statements.

Business Combinations

The merger was accounted for under the provisions of FASB Accounting Standards Codification Topic 805, “Business Combinations.” The related assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date.

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) (USD $)	6 Months Ended
	Jul. 12, 2014
Statement Of Stockholders Equity [Abstract]
Dividends per share	$ 0.24

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Statement Of Financial Position [Abstract]
Common stock, par value
Common stock, shares authorized	100,000	100,000
Common stock, shares outstanding	37,725	37,371
Preferred stock, par value
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares outstanding	0	0

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Other Comprehensive Income or Loss

6 Months Ended

Jul. 12, 2014

Equity [Abstract]

Other Comprehensive Income or Loss

Note 9 Other Comprehensive Income or Loss

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

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

During the 12 week periods ended July 12, 2014 and July 20, 2013, $0.1 million and $0.2 million, respectively, was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which $0.2 million and $0.3 million, respectively, increased selling, general and administrative expenses and $0.1 million reduced income taxes in each period. During the 28 weeks ended July 12, 2014 and July 20, 2013, $0.3 million was reclassified from AOCI to the Condensed Consolidated Statement of Earnings, of which $0.5 million increased selling, general and administrative expenses and $0.2 million reduced income taxes.

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Document and Entity Information	6 Months Ended
	Jul. 12, 2014	Aug. 11, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 12, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	SPTN
Entity Registrant Name	SPARTANNASH COMPANY
Entity Central Index Key	0000877422
Current Fiscal Year End Date	--01-03
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		37,725,521

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Income Taxes

6 Months Ended

Jul. 12, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 Income Taxes

The effective income tax rate was 36.0% and 37.7% for the 12 weeks ended July 12, 2014 and July 20, 2013, respectively. For the 28 weeks ended July 12, 2014 and July 20, 2013, the effective income tax rate was 36.7% and 38.3%, respectively. The difference from the Federal statutory rate in the current year was due primarily to state income taxes, partially offset by a benefit for the favorable settlement of an unrecognized tax liability established in the prior year. The differences from the Federal statutory rate in the prior year were due primarily to state income taxes.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013		Jul. 12, 2014	Jul. 20, 2013
Income Statement [Abstract]
Net sales	$ 1,810,175	$ 651,125		$ 4,143,902	$ 1,431,403
Cost of sales	1,544,784	517,708		3,531,961	1,126,263
Gross profit	265,391	133,417		611,941	305,140
Operating expenses
Selling, general and administrative	229,083	114,887		543,760	264,285
Merger transaction and integration	2,581	2,377		6,749	2,377
Restructuring and asset impairment	1,078	987		1,205	2,220
Total operating expenses	232,742	118,251		551,714	268,882
Operating earnings	32,649	15,166		60,227	36,258
Other income and expenses
Interest expense	5,475	2,239		12,949	6,006
Debt extinguishment					2,762
Other, net		(8)		5	(15)
Total other income and expenses	5,475	2,231		12,954	8,753
Earnings before income taxes and discontinued operations	27,174	12,935		47,273	27,505
Income taxes	9,779	4,879		17,359	10,537
Earnings from continuing operations	17,395	8,056		29,914	16,968
Loss from discontinued operations, net of taxes	(76)	(64)		(285)	(340)
Net earnings	$ 17,319	$ 7,992		$ 29,629	$ 16,628
Basic earnings per share:
Earnings from continuing operations	$ 0.46	$ 0.37		$ 0.79	$ 0.78
Loss from discontinued operations				$ 0.00	$ (0.02)
Net earnings	$ 0.46	$ 0.37		$ 0.79	$ 0.76
Diluted earnings per share:
Earnings from continuing operations	$ 0.46	$ 0.37		$ 0.79	$ 0.78
Loss from discontinued operations		$ (0.01)	[1]	$ 0.00	$ (0.02)
Net earnings	$ 0.46	$ 0.36		$ 0.79	$ 0.76
Weighted average shares outstanding:
Basic	37,744	21,858		37,662	21,796
Diluted	37,810	21,940		37,738	21,875

[1] Includes rounding

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Goodwill and Other Intangible Assets

6 Months Ended

Jul. 12, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4 Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill were as follows:

(In thousands)	Retail			Food Distribution		Total
Balance at December 28, 2013:
Goodwill	$	254,438		$	145,182	$	$399,620
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net		167,838			145,182		313,020
Other		(768	)		—		(768	)
Balance at July 12, 2014:
Goodwill		253,670			145,182		398,852
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net	$	167,070		$	145,182	$	312,252

The following table reflects the components of amortized intangible assets, included in “Other, net” on the Condensed Consolidated Balance Sheets:

	July 12, 2014				December 28, 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-compete agreements	$	2,527	$	1,633	$	4,566	$	3,427
Favorable leases		8,408		2,485		8,408		2,215
Pharmacy customer script lists		16,835		9,780		17,523		8,946
Customer relationships		13,500		441		13,500		78
Trade names		1,219		356		1,219		233
Franchise fees and other		400		156		370		129
Total	$	42,889	$	14,851	$	45,586	$	15,028

The weighted average amortization period for amortizable intangible assets is as follows:

Non-compete agreements	4.4 years
Favorable leases	16.7 years
Customer lists	7.1 years
Customer relationships	20.0 years
Trade names	7.0 years
Franchise fees and other	10.4 years

Estimated amortization expense for fiscal year 2014 through 2018 is as follows:

(In thousands)	Fiscal Year		Amortization Expense
		2014	$	3,649
		2015		3,266
		2016		2,718
		2017		2,609
		2018		2,200

Indefinite-lived intangible assets that are not amortized consist primarily of trade names and licenses for the sale of alcoholic beverages which totaled $33.1 million and $33.2 million as of July 12, 2014 and December 28, 2013.

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Merger

6 Months Ended

Jul. 12, 2014

Business Combinations [Abstract]

Merger

Note 3 Merger

On November 19, 2013, Spartan Stores, Inc. completed a merger with Nash-Finch, a food distribution company serving military commissaries and exchanges and independent grocery retailers as well as an operator of retail grocery stores.

The merger was accounted for under the provisions of FASB Accounting Standards Codification Topic 805, “Business Combinations.” The related assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed on November 19, 2013. During the measurement period, which will end on November 18, 2014, net adjustments of $6.9 million have been made to the fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill. These adjustments are summarized in the table presented below. The accompanying condensed consolidated balance sheet as of December 28, 2013 has been retrospectively adjusted to reflect these adjustments made as of November 19, 2013 as required by the accounting guidance for business combinations. The valuation process is not complete and the final determination of the fair values may result in further adjustments to the values presented below:

(In thousands)	Initial Valuation		2014 Adjustments to Fair Value			July 12, 2014
Current assets	$	790,296	$	(2,788	)	$	787,508
Property and equipment		369,495		(22,995	)		346,500
Goodwill		43,584		6,872			50,456
Intangible assets		10,750		19,300			30,050
Other		38,160		—			38,160
Total assets acquired		1,252,285		389			1,252,674
Current liabilities		353,484		(14	)		353,470
Other long-term liabilities		81,047		(353	)		80,694
Long-term debt and capital lease obligations		438,140		756			438,896
Total liabilities assumed		872,671		389			873,060
Net assets acquired	$	379,614	$	—		$	379,614

During the second quarter ended July 12, 2014, management of the Company made revisions to the cash flow projections to correct the allocation between certain reporting units related to the valuation analysis completed in 2013. Management has concluded that the purchase accounting effect of the revisions is not material to the consolidated financial statements for any period presented. As a result of the revisions, we have decreased property and equipment by $23.0 million, while increasing intangible assets by $19.3 million and increasing goodwill by $3.7 million.

The excess of the purchase price over the fair value of net assets acquired of $50.5 million was preliminarily recorded as goodwill in the condensed consolidated balance sheet and allocated to the Food Distribution segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Nash-Finch. No goodwill is expected to be deductible for tax purposes.

Intangible assets acquired are currently valued as follows:

(In thousands)	Intangible Assets		Useful Life
Trade names	$	6,700		Indefinite
Customer lists		5,200		7 years
Customer relationships		13,500		20 years
Favorable leases		4,650		7 to 22 years
	$	30,050

The following supplemental pro forma financial information presents sales and net earnings as if the Nash-Finch Company was acquired on the first day of the 28-week period ended July 20, 2013. This pro forma information is not necessarily indicative of the results that would have been obtained if the acquisition had occurred at the beginning of the 28-week period presented or that may be obtained in the future.

	July 20, 2013
(In thousands)	12 weeks ended		28 weeks ended
Net sales	$	1,867,080	$	4,132,219
Net earnings		17,519		28,106

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Operating Segment Information

6 Months Ended

Jul. 12, 2014

Segment Reporting [Abstract]

Operating Segment Information

Note 15 Operating Segment Information

The allocation of intersegment revenues and expenses to the reporting segments was performed for the legacy Spartan Stores operations and the legacy Nash-Finch Company operations using methodologies consistent with Spartan Stores’ and Nash-Finch Company’s respective historical practices. Management is in the process of evaluating potential methodologies for allocating intersegment revenues and expenses to the reporting segments to determine the most appropriate manner for the newly merged operations. The future allocation methodology could result in reporting segment operating results that are materially different than currently reported.

The following tables set forth information about SpartanNash by operating segment:

(In thousands)	Military		Food Distribution		Retail		Total
12 Week Period Ended July 12, 2014
Net sales to external customers	$	502,402	$	767,926	$	539,847	$	1,810,175
Inter-segment sales		—		243,866		—		243,866
Merger transaction and integration expenses		24		2,554		3		2,581
Depreciation and amortization		1,486		7,705		10,226		19,417
Operating earnings		6,731		11,128		14,790		32,649
Capital expenditures		2,653		3,423		8,705		14,781

	Food Distribution		Retail		Total
12 Week Period Ended July 20, 2013
Net sales to external customers	$	271,890	$	379,235	$	651,125
Inter-segment sales		160,209		—		160,209
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		2,087		7,405		9,492
Operating earnings		6,765		8,401		15,166
Capital expenditures		2,562		7,237		9,799

	Military		Food Distribution		Retail		Total
28 Week Period Ended July 12, 2014
Net sales to external customers	$	1,186,569	$	1,738,928	$	1,218,405	$	4,143,902
Inter-segment sales		—		555,682		—		555,682
Merger transaction and integration expenses		24		6,722		3		6,749
Depreciation and amortization		5,679		17,433		23,858		46,970
Operating earnings		12,292		25,489		22,446		60,227
Capital expenditures		12,848		9,990		14,782		37,620

	Food Distribution		Retail		Total
28 Week Period Ended July 20, 2013
Net sales to external customers	$	608,596	$	822,807	$	1,431,403
Inter-segment sales		359,082		—		359,082
Merger transaction and integration expenses		2,377		—		2,377
Depreciation and amortization		4,903		17,315		22,218
Operating earnings		26,086		10,172		36,258
Capital expenditures		5,469		14,057		19,526

	July 12, 2014		December 28, 2013*
Total Assets
Military	$	483,482	$	451,556
Food Distribution		802,130		820,728
Retail		698,917		722,012
Discontinued operations		4,705		4,767
Total	$	1,989,234	$	1,999,063

* See Note 3.

The following table presents sales by type of similar product and services:

	12 Weeks Ended								28 Weeks Ended
(Dollars in thousands)	July 12, 2014				July 20, 2013				July 12, 2014				July 20, 2013
Non-perishables (1)	$	1,131,903	62.5	%	$	315,081	48.4	%	$	2,606,963	62.9	%	$	700,507	48.9	%
Perishables (2)		566,828	31.3			240,539	36.9			1,285,832	31.0			516,741	36.1
Pharmacy		65,033	3.6			48,147	7.4			149,726	3.6			112,333	7.9
Fuel		46,411	2.6			47,358	7.3			101,381	2.5			101,822	7.1
Consolidated net sales	$	1,810,175	100	%	$	651,125	100	%	$	4,143,902	100	%	$	1,431,403	100	%

⁽¹⁾  Consists primarily of general merchandise, grocery, beverages, snacks and frozen foods.

⁽²⁾  Consists primarily of produce, dairy, meat, bakery, deli, floral and seafood.

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Share-Based Compensation

6 Months Ended

Jul. 12, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation

Note 11 Share-Based Compensation

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

SpartanNash accounts for share-based compensation awards in accordance with the provisions of ASC Topic 718 which requires that share-based payment transactions be accounted for using a fair value method and the related compensation cost recognized in the financial statements over the period that an employee is required to provide services in exchange for the award. SpartanNash recognized share-based compensation expense (net of tax) of $0.7 million ($0.02 per diluted share) and $0.6 million ($0.03 per diluted share) for the 12 weeks ended July 12, 2014 and July 20, 2013, respectively, as a component of Operating expenses and Income taxes in the Condensed Consolidated Statements of Earnings. Share-based compensation expense (net of tax) was $3.1 million ($0.08 per diluted share) and $1.3 million ($0.06 per diluted share) for the 28 weeks ended July 12, 2014 and July 20, 2013, respectively.

The following table summarizes activity in the share-based compensation plans for the 28 weeks ended July 12, 2014:

	Shares Under Options			Weighted Average Exercise Price		Restricted Stock Awards			Weighted Average Grant-Date Fair Value
Outstanding at December 28, 2013		586,766		$	19.30		518,835		$	23.56
Granted		—			—		310,612			22.66
Exercised/Vested		(54,120	)		12.27		(219,894	)		16.41
Cancelled/Forfeited		(4,131	)		3.25		(10,656	)		21.71
Outstanding at July 12, 2014		528,515		$	20.14		598,897		$	23.10
Vested and expected to vest in the future at July 12, 2014		528,515		$	20.14
Exercisable at July 12, 2014		528,515		$	20.14

There were no stock options granted during the 28 weeks ended July 12, 2014 and July 20, 2013.

As of July 12, 2014, total unrecognized compensation cost related to non-vested share-based awards granted under our stock incentive plans was $6.3 million for restricted stock. The remaining compensation costs not yet recognized are expected to be recognized over a weighted average period of 2.5 years for restricted stock. All compensation costs related to stock options have been recognized.

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Commitments and Contingencies

6 Months Ended

Jul. 12, 2014

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 Commitments and Contingencies

We are engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our 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 a material adverse effect on the consolidated financial position, operating results or liquidity of SpartanNash.

On or about July 24, 2013, a putative class action complaint (the “State Court Action”) was filed in the District Court for the Fourth Judicial District, State of Minnesota, County of Hennepin (the “State Court”), by a stockholder of Nash-Finch Company in connection with the pending merger with Spartan Stores, Inc. The State Court Action is styled Greenblatt v. Nash-Finch Co. et al., Case No. 27-cv-13-13710. That complaint was amended on August 28, 2013, after Spartan Stores filed a registration statement with the Securities and Exchange Commission containing a preliminary version of the joint proxy statement/prospectus. On September 9, 2013, the defendants filed motions to dismiss the State Court Action. On or about September 19, 2013, a second putative class action complaint (the “Federal Court Action” and, together with the State Court Action, the “Putative Class Actions”) was filed in the United States District Court for the District of Minnesota (the “Federal Court”), by a stockholder of Nash-Finch. The Federal Court Action was styled Benson v. Covington et al., Case No. 0:13-cv-02574.

The Putative Class Actions alleged that the directors of Nash-Finch breached their fiduciary duties by, among other things, approving a merger that provided for inadequate consideration under circumstances involving certain alleged conflicts of interest; that the merger agreement included allegedly preclusive deal protection provisions; and that Nash-Finch and Spartan Stores allegedly aided and abetted the directors in breaching their duties to Nash-Finch’s stockholders. Both Putative Class Actions also alleged that the preliminary joint proxy statement/prospectus was false and misleading due to the omission of a variety of allegedly material information. The complaint in the Federal Court Action also asserted additional claims individually on behalf of the plaintiff under the federal securities laws. The Putative Class Actions sought, on behalf of their putative classes, various remedies, including enjoining the merger from being consummated in accordance with its agreed-upon terms, damages, and costs and disbursements relating to the lawsuit.

SpartanNash believed that these lawsuits are without merit; however, to eliminate the burden, expense and uncertainties inherent in such litigation, Nash-Finch and Spartan Stores agreed, as part of settlement discussions, to make certain supplemental disclosures in the joint proxy statement/prospectus requested by the Putative Class Actions in the definitive joint proxy statement/prospectus. On October 30, 2013, the defendants entered into the Memorandum of Understanding regarding the settlement of the Putative Class Actions. The Memorandum of Understanding outlined the terms of the parties’ agreement in principle to settle and release all claims which were or could have been asserted in the Putative Class Actions. In consideration for such settlement and release, Nash-Finch and Spartan Stores acknowledged that the supplemental disclosures in the joint proxy statement/prospectus were made in response to the Putative Class Actions. The Memorandum of Understanding contemplated that the parties will use their best efforts to agree upon, execute and present to the State Court for approval a stipulation of settlement within thirty days after the later of the date that the Merger is consummated or the date that plaintiffs and their counsel have confirmed the fairness, adequacy, and reasonableness of the settlement, and that upon execution of such stipulation, and as a condition to final approval of the settlement, the plaintiff in the Federal Action would withdraw the claims in and cause to be dismissed the Federal Action, with any individual claims being dismissed with prejudice. The Memorandum of Understanding provides that Nash-Finch will pay, on behalf of all defendants, the plaintiffs’ attorneys’ fees and expenses, subject to approval by the State Court, in an amount not to exceed $550,000. On February 11, 2014, the parties executed the Stipulation and Agreement Compromise, Settlement and Release (the “Stipulation of Settlement.”) to resolve, discharge and settle the Putative Class Actions. The Stipulation of Settlement is subject to customary conditions, including approval by the State Court, which will consider the fairness, reasonableness and adequacy of such settlement. On February 18, 2014, the Federal Court entered a final order dismissing the Federal Court Action with prejudice. On February 28, 2014, pursuant to the terms of the Stipulation of Settlement, the plaintiffs in the State Court Action filed an unopposed motion for preliminary approval of class action settlement, conditional certification of class, and approval of notice to be furnished to the class. On March 7, 2014, the State Court entered an order preliminarily approving the Settlement Stipulation, subject to a hearing, scheduled for May 20, 2014. At the hearing on May 20, 2014, the Settlement Stipulation was approved. On July 21, 2014, the appeals period expired and the matter is now closed.

SpartanNash contributes to the Central States multi-employer pension plan based on obligations arising from its collective bargaining agreements in Bellefontaine, Ohio, Lima, Ohio, and Grand Rapids, Michigan covering its distribution center union associates. This plan provides retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed by 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. SpartanNash currently contributes to the Central States, Southeast and Southwest Areas Pension Fund under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan. This schedule requires varying increases in employer contributions over the previous year’s contribution. Increases are set within the collective bargaining agreement and vary by location.

Based on the most recent information available to SpartanNash, 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, although management anticipates that SpartanNash’s contributions to this plan will increase each year. Management believes that funding levels have not changed significantly since December 28, 2013. 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.

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Restructuring and Asset Impairment

6 Months Ended

Jul. 12, 2014

Restructuring And Related Activities [Abstract]

Restructuring and Asset Impairment

Note 5 Restructuring and Asset Impairment

The following table provides the activity of restructuring costs for the 28 weeks ended July 12, 2014. Accrued restructuring costs recorded in the Condensed Consolidated Balance Sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on when the obligations are expected to be paid.

(In thousands)	Lease and Ancillary Costs			Severance			Total
Balance at December 28, 2013	$	19,496		$	1,035		$	20,531
Provision for lease and related ancillary costs, net of sublease income		236			—			236	(a)
Provision for severance		—			266			266	(b)
Changes in estimates		(370	)		—			(370	)(c)
Accretion expense		383			—			383
Payments		(4,010	)		(1,217	)		(5,227	)
Balance at July 12, 2014	$	15,735		$	84		$	15,819

(a) The provision for lease and related ancillary costs represents the initial charges estimated to be incurred for store closings in the Retail segment.

(b) The provision for severance includes $0.1 million related to a distribution center closing in the Food Distribution segment and $0.2 million related to store closings in the Retail segment.

(c) Goodwill was reduced by $0.3 million as a result of these changes in estimates as the initial charges for certain stores were established in the purchase price allocations for previous acquisitions.

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

Restructuring and asset impairment charges included in the Condensed Consolidated Statements of Earnings consisted of the following:

	12 weeks ended				28 weeks ended
(In thousands)	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Asset impairment charges (a)	$	—	$	987	$	906		$	2,220
Provision for leases and related ancillary costs, net of sublease income, related to store closings (b)		218		—		236			—
Loss (gains) on sales of assets related to stores closed		320		—		(998	)		—
Provision for severance (c)		70		—		266			—
Other costs associated with distribution center and store closings		163		—		887			—
Changes in estimates (d)		307		—		(92	)		—
	$	1,078	$	987	$	1,205		$	2,220

(a) The asset impairment charges were incurred in the Retail segment due to economic and competitive environment of certain stores.

(b) The provision for lease and related ancillary costs, net of sublease income, represents the initial charges estimated to be incurred for store closings in the Retail segment.

(c) The provision for severance related to a distribution center closing in the Food Distribution segment and store closings in the Retail segment.

(d) The majority of the changes in estimates relates to revised estimates of lease ancillary costs associated with previously closed facilities in the Retail and Food Distribution segments. The Retail and Food Distribution segments realized $(379) and $287, respectively, in the 28 weeks ended July 12, 2014.

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Fair Value Measurements

6 Months Ended

Jul. 12, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6 Fair Value Measurements

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. At July 12, 2014 and December 28, 2013 the estimated fair value and the book value of our debt instruments were as follows:

(In thousands)	July 12, 2014		December 28, 2013
Book value of debt instruments:
Current maturities of long-term debt and capital lease obligations	$	7,189	$	7,345
Long-term debt and capital lease obligations		576,474		598,319
Total book value of debt instruments		583,663		605,664
Fair value of debt instruments		587,898		609,682
Excess of fair value over book value	$	4,235	$	4,018

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

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.

Long-lived assets with a book value of $0.9 million and $3.6 million in the 28 week periods ended July 12, 2014 and July 20, 2013, respectively, were measured at a fair value of $0.0 million and $1.4 million, respectively, on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. Our accounting and finance team management, which report to the chief financial officer, determine our valuation policies and procedures. The development and determination of the unobservable inputs for level 3 fair value measurements and fair value calculations are the responsibility of our accounting and finance team management and are approved by the chief financial officer. 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. SpartanNash estimates future cash flows based on experience and knowledge of the market in which the assets are located, and when necessary, uses real estate brokers. See Note 5 for discussion of long-lived asset impairment charges.

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Associate Retirement Plans

6 Months Ended

Jul. 12, 2014

Compensation And Retirement Disclosure [Abstract]

Associate Retirement Plans

Note 8 Associate Retirement Plans

The following table provides the components of net periodic pension and postretirement benefit costs for the 12 weeks and 28 weeks ended July 12, 2014 and July 20, 2013:

(In thousands) 12 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	557		$	517		$	461
Expected return on plan assets		(868	)		(944	)		(532	)
Recognized actuarial net loss		228			300			—
Net periodic income	$	(83	)	$	(127	)	$	(71	)
Settlement expense		522			—			—
Total expense (income)	$	439		$	(127	)	$	(71	)

(In thousands) 12 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	43		$	59
Interest cost		8		8		91			89
Amortization of prior service cost		—		—		(37	)		(13	)
Recognized actuarial net loss		7		6		5			41
Net periodic cost	$	15	$	14	$	102		$	176

(In thousands) 28 Weeks Ended	Cash Balance Pension Plan						Super Foods Pension Plan
	July 12, 2014			July 20, 2013			July 12, 2014
Interest cost	$	1,298		$	1,287		$	1,075
Expected return on plan assets		(2,024	)		(2,297	)		(1,241	)
Recognized actuarial net loss		533			695			—
Net periodic income	$	(193	)	$	(315	)	$	(166	)
Settlement expense		522			—			—
Total expense (income)	$	329		$	(315	)	$	(166	)

(In thousands) 28 Weeks Ended	SERP				Spartan Stores Medical Plan
	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Service cost	$	—	$	—	$	100		$	124
Interest cost		19		20		212			211
Amortization of prior service cost		—		—		(85	)		(29	)
Recognized actuarial net loss		16		16		11			86
Net periodic cost	$	35	$	36	$	238		$	392

The Company made contributions of $0.9 million to the Super Foods Pension Plan during the 28 weeks and 12 weeks ended July 12, 2014, and expects to make contributions totaling $2.4 million for the fiscal year ending January 3, 2015. No contributions were made to the Cash Balance Pension Plan for the 28 weeks ended July 12, 2014, nor are any expected to be made for the fiscal year ending January 3, 2015.

As previously stated in Note 7, SpartanNash contributes to the Central States Southeast and Southwest Areas Pension Fund (“Fund”) (EIN 7456500) under the terms of the existing collective bargaining agreements and in the amounts set forth in the related collective bargaining agreements. Spartan Nash’s employer contributions during the 39-week transition fiscal year ended December 28, 2013 totaled $6.8 million, which Fund administrators represent is less than 5% of total employer contributions to the Fund. SpartanNash’s employer contributions for the 28 weeks ended July 12, 2014 and July 20, 2013 were $7.3 million and $5.1 million, respectively.

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Merger - Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014
Business Acquisition [Line Items]
Current assets	$ 787,508
Property and equipment	346,500
Goodwill	50,456
Intangible assets	30,050
Other	38,160
Total assets acquired	1,252,674
Current liabilities	353,470
Other long-term liabilities	80,694
Long-term debt and capital lease obligations	438,896
Total liabilities assumed	873,060
Net assets acquired	379,614
Initial Valuation [Member]
Business Acquisition [Line Items]
Current assets	790,296
Property and equipment	369,495
Goodwill	43,584
Intangible assets	10,750
Other	38,160
Total assets acquired	1,252,285
Current liabilities	353,484
Other long-term liabilities	81,047
Long-term debt and capital lease obligations	438,140
Total liabilities assumed	872,671
Net assets acquired	379,614
Fair Value Adjustments [Member]
Business Acquisition [Line Items]
Current assets	(2,788)
Property and equipment	(22,995)
Goodwill	6,872
Intangible assets	19,300
Total assets acquired	389
Current liabilities	(14)
Other long-term liabilities	(353)
Long-term debt and capital lease obligations	756
Total liabilities assumed	$ 389

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Other Comprehensive Income or Loss - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Statement Of Income And Comprehensive Income [Abstract]
Income loss reclassified from AOCI	$ 0.1	$ 0.2	$ 0.3	$ 0.3
Increase in selling general and administrative expenses	0.2	0.3	0.5	0.5
Decreased/Increased in income taxes	$ (0.1)	$ (0.1)	$ (0.2)	$ (0.2)

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Earnings Per Share

6 Months Ended

Jul. 12, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Note 13 Earnings Per Share

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

	12 weeks ended						28 weeks ended
(In thousands, except per share amounts)	July 12, 2014			July 20, 2013			July 12, 2014			July 20, 2013
Numerator:
Earnings from continuing operations	$	17,395		$	8,056		$	29,914		$	16,968
Adjustment for earnings attributable to participating securities		(296	)		(184	)		(535	)		(410	)
Earnings from continuing operations used in calculating earnings per share	$	17,099		$	7,872		$	29,379		$	16,558
Denominator:
Weighted average shares outstanding, including participating securities		37,744			21,858			37,662			21,796
Adjustment for participating securities		(642	)		(499	)		(673	)		(527	)
Shares used in calculating basic earnings per share		37,102			21,359			36,989			21,269
Effect of dilutive stock options		66			82			76			79
Shares used in calculating diluted earnings per share		37,168			21,441			37,065			21,348
Basic earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78
Diluted earnings per share from continuing operations	$	0.46		$	0.37		$	0.79		$	0.78

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jul. 12, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill were as follows:

(In thousands)	Retail			Food Distribution		Total
Balance at December 28, 2013:
Goodwill	$	254,438		$	145,182	$	$399,620
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net		167,838			145,182		313,020
Other		(768	)		—		(768	)
Balance at July 12, 2014:
Goodwill		253,670			145,182		398,852
Accumulated impairment charges		(86,600	)		—		(86,600	)
Goodwill, net	$	167,070		$	145,182	$	312,252

Schedule of Components of Amortized Intangible Assets, Includes in Other Net

The following table reflects the components of amortized intangible assets, included in “Other, net” on the Condensed Consolidated Balance Sheets:

	July 12, 2014				December 28, 2013
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-compete agreements	$	2,527	$	1,633	$	4,566	$	3,427
Favorable leases		8,408		2,485		8,408		2,215
Pharmacy customer script lists		16,835		9,780		17,523		8,946
Customer relationships		13,500		441		13,500		78
Trade names		1,219		356		1,219		233
Franchise fees and other		400		156		370		129
Total	$	42,889	$	14,851	$	45,586	$	15,028

Summary of Weighted Average Amortization Period for Amortizable Intangible Assets

The weighted average amortization period for amortizable intangible assets is as follows:

Non-compete agreements	4.4 years
Favorable leases	16.7 years
Customer lists	7.1 years
Customer relationships	20.0 years
Trade names	7.0 years
Franchise fees and other	10.4 years

Schedule of Estimated Amortization Expense for Future

Estimated amortization expense for fiscal year 2014 through 2018 is as follows:

(In thousands)	Fiscal Year		Amortization Expense
		2014	$	3,649
		2015		3,266
		2016		2,718
		2017		2,609
		2018		2,200

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Associate Retirement Plans - Components of Net Periodic Pension and Postretirement Benefit Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Cash Balance Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 557	$ 517	$ 1,298	$ 1,287
Expected return on plan assets	(868)	(944)	(2,024)	(2,297)
Recognized actuarial net loss	228	300	533	695
Net periodic income	(83)	(127)	(193)	(315)
Settlement expense	522		522
Total expense (income)	439	(127)	329	(315)
Super Foods Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	461		1,075
Expected return on plan assets	(532)		(1,241)
Net periodic income	(71)		(166)
Total expense (income)	(71)		(166)
SERP [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	8	8	19	20
Recognized actuarial net loss	7	6	16	16
Total expense (income)	15	14	35	36
Spartan Stores Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	43	59	100	124
Interest cost	91	89	212	211
Amortization of prior service cost	(37)	(13)	(85)	(29)
Recognized actuarial net loss	5	41	11	86
Total expense (income)	$ 102	$ 176	$ 238	$ 392

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Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Indefinite Lived Intangible Assets Excluding Goodwill [Abstract]
Indefinite lived intangible assets not amortized	$ 33.1	$ 33.2

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net earnings	$ 17,319	$ 7,992	$ 29,629	$ 16,628
Other comprehensive income, before tax
Pension and postretirement liability adjustment	204	336	475	509
Total other comprehensive income, before tax	204	336	475	509
Income tax benefit related to items of other comprehensive income	(78)	(130)	(181)	(197)
Total other comprehensive income, after tax	126	206	294	312
Comprehensive income	$ 17,445	$ 8,198	$ 29,923	$ 16,940

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Recently Issued Accounting Standards

6 Months Ended

Jul. 12, 2014

Accounting Changes And Error Corrections [Abstract]

Recently Issued Accounting Standards

Note 2 Recently Issued Accounting Standards

On April 10, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company is currently assessing the potential impact of ASU No. 2014-08 on its financial statements.

On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new guidance contained in the ASU affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for 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 in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 30, 2017. Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s financial statements.

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Operating Segment Information - Summary of Sales by Type of Similar Products and Services (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 20, 2013	Jul. 12, 2014	Jul. 20, 2013
Revenue from External Customer [Line Items]
Consolidated net sales	$ 1,810,175	$ 651,125	$ 4,143,902	$ 1,431,403
Percentage Consolidated Net Sale	100.00%	100.00%	100.00%	100.00%
Non Perishables [Member]
Revenue from External Customer [Line Items]
Consolidated net sales	1,131,903	315,081	2,606,963	700,507
Percentage Consolidated Net Sale	62.50%	48.40%	62.90%	48.90%
Perishables [Member]
Revenue from External Customer [Line Items]
Consolidated net sales	566,828	240,539	1,285,832	516,741
Percentage Consolidated Net Sale	31.30%	36.90%	31.00%	36.10%
Pharmacy [Member]
Revenue from External Customer [Line Items]
Consolidated net sales	65,033	48,147	149,726	112,333
Percentage Consolidated Net Sale	3.60%	7.40%	3.60%	7.90%
Fuel [Member]
Revenue from External Customer [Line Items]
Consolidated net sales	$ 46,411	$ 47,358	$ 101,381	$ 101,822
Percentage Consolidated Net Sale	2.60%	7.30%	2.50%	7.10%

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Restructuring and Asset Impairment (Tables)

6 Months Ended

Jul. 12, 2014

Restructuring And Related Activities [Abstract]

Schedule of Activity of Restructuring Costs

The following table provides the activity of restructuring costs for the 28 weeks ended July 12, 2014. Accrued restructuring costs recorded in the Condensed Consolidated Balance Sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on when the obligations are expected to be paid.

(In thousands)	Lease and Ancillary Costs			Severance			Total
Balance at December 28, 2013	$	19,496		$	1,035		$	20,531
Provision for lease and related ancillary costs, net of sublease income		236			—			236	(a)
Provision for severance		—			266			266	(b)
Changes in estimates		(370	)		—			(370	)(c)
Accretion expense		383			—			383
Payments		(4,010	)		(1,217	)		(5,227	)
Balance at July 12, 2014	$	15,735		$	84		$	15,819

(a) The provision for lease and related ancillary costs represents the initial charges estimated to be incurred for store closings in the Retail segment.

(b) The provision for severance includes $0.1 million related to a distribution center closing in the Food Distribution segment and $0.2 million related to store closings in the Retail segment.

(c) Goodwill was reduced by $0.3 million as a result of these changes in estimates as the initial charges for certain stores were established in the purchase price allocations for previous acquisitions.

Schedule of Restructuring and Asset Impairment

Restructuring and asset impairment charges included in the Condensed Consolidated Statements of Earnings consisted of the following:

	12 weeks ended				28 weeks ended
(In thousands)	July 12, 2014		July 20, 2013		July 12, 2014			July 20, 2013
Asset impairment charges (a)	$	—	$	987	$	906		$	2,220
Provision for leases and related ancillary costs, net of sublease income, related to store closings (b)		218		—		236			—
Loss (gains) on sales of assets related to stores closed		320		—		(998	)		—
Provision for severance (c)		70		—		266			—
Other costs associated with distribution center and store closings		163		—		887			—
Changes in estimates (d)		307		—		(92	)		—
	$	1,078	$	987	$	1,205		$	2,220

(a) The asset impairment charges were incurred in the Retail segment due to economic and competitive environment of certain stores.

(b) The provision for lease and related ancillary costs, net of sublease income, represents the initial charges estimated to be incurred for store closings in the Retail segment.

(c) The provision for severance related to a distribution center closing in the Food Distribution segment and store closings in the Retail segment.

(d) The majority of the changes in estimates relates to revised estimates of lease ancillary costs associated with previously closed facilities in the Retail and Food Distribution segments. The Retail and Food Distribution segments realized $(379) and $287, respectively, in the 28 weeks ended July 12, 2014.

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Goodwill and Other Intangible Assets - Schedule of Components of Amortized Intangible Assets , Includes in Other Net (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	$ 42,889	$ 45,586
Accumulated Amortization	14,851	15,028
Non-compete agreements [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	2,527	4,566
Accumulated Amortization	1,633	3,427
Favorable leases [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	8,408	8,408
Accumulated Amortization	2,485	2,215
Pharmacy customer script lists [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	16,835	17,523
Accumulated Amortization	9,780	8,946
Customer relationships [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	13,500	13,500
Accumulated Amortization	441	78
Trade names [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	1,219	1,219
Accumulated Amortization	356	233
Franchise fees and other [Member]
Schedule Of Intangible Assets Other Than Goodwill [Line Items]
Gross Carrying Amount	400	370
Accumulated Amortization	$ 156	$ 129

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Discontinued Operations

6 Months Ended

Jul. 12, 2014

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

Note 12 Discontinued Operations

Results of the discontinued operations are excluded from the accompanying notes to the financial statements for all periods presented, unless otherwise noted. There were no operations that were reclassified to discontinued operations during the 28 weeks ended July 12, 2014.