UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)



[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	For the quarterly period ended: ~~April 23, 2016~~January 28, 2017

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)



NEW JERSEY	22-1576170
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY	07081
(Address of principal executive offices)	(Zip Code)

(973) 467-2200
(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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 12-b2 of the Exchange Act.



Large accelerated filer q		Accelerated filer x
Non-accelerated filer q (Do not check if a smaller reporting company)		Smaller reporting company q

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



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

		~~June 2, 2016~~March 8, 2017

	Class A Common Stock, No Par Value	~~9,808,625~~9,867,157 Shares
	Class B Common Stock, No Par Value	4,319,256 Shares

VILLAGE SUPER MARKET, INC.

INDEX



PART I	PAGE NO.

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets	3

Consolidated Statements of Operations	4

Consolidated Statements of Comprehensive Income	5

Consolidated Statements of Cash Flows	6

Notes to Consolidated Financial Statements	7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1110

Item 3. Quantitative & Qualitative Disclosures about Market Risk	1716

Item 4. Controls and Procedures	1716

PART II

OTHER INFORMATION

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	19

Item 6. Exhibits	1917

Signatures	2018

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VILLAGE SUPER MARKET, INC. CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)						VILLAGE SUPER MARKET, INC. CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	April 23, 2016			July 25, 2015			January 28, 2017			July 30, 2016
ASSETS
Current assets
Cash and cash equivalents	$	80,178		$	59,040		$	83,107		$	88,379
Merchandise inventories	43,168			45,772			43,431			42,011
Patronage dividend receivable	8,727			12,831			5,278			13,185
Notes receivable from Wakefern							21,668			—
Income taxes receivable	—			3,917			6,705			—
Other current assets	14,145			14,351			18,784			16,259
Total current assets	146,218			135,911			178,973			159,834

Property, equipment and fixtures, net	200,836			206,594			202,104			201,470
Notes receivable from Wakefern	42,287			41,421			21,994			42,735
Investment in Wakefern	26,467			25,750			27,093			26,467
Goodwill	12,057			12,057			12,057			12,057
Other assets	7,936			12,169			7,761			7,691

Total assets	$	435,801		$	433,902		$	449,982		$	450,254

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Capital and financing lease obligations	$	503		$	469		$	567		$	514
Notes payable to Wakefern	375			430			292			341
Accounts payable to Wakefern	55,594			58,337			60,187			59,186
Accounts payable and accrued expenses	18,709			21,046			15,633			17,240
Accrued wages and benefits	15,656			15,117			15,649			16,313
Income taxes payable	1,203			765			905			5,702
Total current liabilities	92,040			96,164			93,233			99,296
Long-term Debt
Capital and financing lease obligations	43,317			43,699			42,880			43,184
Notes payable to Wakefern	456			726			260			377
Total long-term debt	43,773			44,425			43,140			43,561

Pension liabilities	23,463			32,232			25,656			26,740
Other liabilities	7,702			8,314			9,205			8,922

Commitments and contingencies

Shareholders' Equity
Preferred stock, no par value: Authorized 10,000 shares, none issued	—			—			—			—
Class A common stock, no par value: Authorized 20,000 shares; issued 10,190 shares at April 23, 2016 and 10,192 shares at July 25, 2015	53,978			51,618
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,319 shares at April 23, 2016 and July 25, 2015	701			701
Class A common stock, no par value: Authorized 20,000 shares; issued 10,186 shares at January 28, 2017 and 10,190 shares at July 30, 2016							57,129			55,196
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,319 shares at January 28, 2017 and July 30, 2016							701			701
Retained earnings	228,885			221,765			237,946			234,175
Accumulated other comprehensive loss	(9,346		)	(16,874		)	(12,476		)	(13,339		)
Less treasury stock, Class A, at cost: 381 shares at April 23, 2016 and 343 shares at July 25, 2015	(5,395		)	(4,443		)
Less treasury stock, Class A, at cost: 318 shares at January 28, 2017 and 353 shares at July 30, 2016							(4,552		)	(4,998		)
Total shareholders’ equity	268,823			252,767			278,748			271,735

Total liabilities and shareholders’ equity	$	435,801		$	433,902		$	449,982		$	450,254

See accompanying Notes to Consolidated Financial Statements.

VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)	VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)												VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)

	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						26 Weeks Ended
	April 23, 2016			April 25, 2015			April 23, 2016			April 25, 2015			January 28, 2017			January 23, 2016			January 28, 2017			January 23, 2016
Sales	$	387,905		$	387,100		$	1,197,603		$	1,178,035		$	412,215		$	420,170		$	801,907		$	809,699

Cost of sales	281,167			280,002			872,653			857,008			300,977			307,444			586,021			591,487

Gross profit	106,738			107,098			324,950			321,027			111,238			112,726			215,886			218,212

Operating and administrative expense	90,851			90,848			277,432			272,307			94,393			95,243			185,524			186,581

Depreciation and amortization	5,822			5,676			17,840			17,573			6,233			6,060			12,296			12,018

Operating income	10,065			10,574			29,678			31,147			10,612			11,423			18,066			19,613

Interest expense	(1,122		)	(1,133		)	(3,375		)	(3,404		)	(1,114		)	(1,125		)	(2,230		)	(2,252		)

Interest income	659			603			1,788			1,829			648			565			1,335			1,128

Income before income taxes	9,602			10,044			28,091			29,572			10,146			10,863			17,171			18,489

Income taxes	3,720			(3,162		)	11,495			5,884			4,154			4,579			7,070			7,775

Net income	$	5,882		$	13,206		$	16,596		$	23,688		$	5,992		$	6,284		$	10,101		$	10,714

Net income per share:	Net income per share:												Net income per share:
Class A common stock:	Class A common stock:												Class A common stock:
Basic	$	0.47		$	1.05		$	1.31		$	1.89		$	0.47		$	0.50		$	0.80		$	0.85
Diluted	$	0.42		$	0.93		$	1.17		$	1.68		$	0.42		$	0.44		$	0.71		$	0.76

Class B common stock:
Basic	$	0.30		$	0.68		$	0.85		$	1.23		$	0.31		$	0.32		$	0.52		$	0.55
Diluted	$	0.30		$	0.68		$	0.85		$	1.22		$	0.31		$	0.32		$	0.52		$	0.55

See accompanying Notes to Consolidated Financial Statements.

VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)										VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)

	13 Weeks Ended					39 Weeks Ended					13 Weeks Ended				26 Weeks Ended
	April 23, 2016			April 25, 2015		April 23, 2016			April 25, 2015		January 28, 2017		January 23, 2016		January 28, 2017		January 23, 2016
Net income	$	5,882		$	13,206	$	16,596		$	23,688	$	5,992	$	6,284	$	10,101	$	10,714

Other comprehensive income:
Amortization of pension actuarial loss, net of tax (1)	236			192		804			574		224		284		491		568
Pension remeasurement, net of tax (2)	(4,394		)	—		(4,394		)	—		372		—		372		—
Pension curtailment gain, net of tax (3)	11,118			—		11,118			—

Comprehensive income	$	12,842		$	13,398	$	24,124		$	24,262	$	6,588	$	6,568	$	10,964	$	11,282


(1)	Amounts are net of tax of ~~$163~~$154 and ~~$132~~$198 for the 13 weeks ended ~~April~~January 28, 2017 and January 23, 2016, respectively. and ~~April 25, 2015, respectively,~~$264 and $396 for the 26 weeks ended January 28, 2017 and January 23, 2016, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

~~$559 and $398 for the 39 weeks ended April 23, 2016 and April 25, 2015, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.~~


(2)	Amount is net of tax of ~~$3,034.~~$257.


~~(3)~~	~~Amount is net of tax of $7,678.~~

See accompanying Notes to Consolidated Financial Statements.

VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)						VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	39 Weeks Ended						26 Weeks Ended
	April 23, 2016			April 25, 2015			January 28, 2017			January 23, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	16,596		$	23,688		$	10,101		$	10,714
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,840			17,573			12,296			12,018
Non-cash share-based compensation	2,335			2,377			1,484			1,537
Deferred taxes	(907		)	15,741			(90		)	(415		)
Provision to value inventories at LIFO	300			300			—			200

Changes in assets and liabilities:
Merchandise inventories	2,304			(1,158		)	(1,420		)	2,193
Patronage dividend receivable	4,104			3,894			7,907			7,850
Accounts payable to Wakefern	(2,743		)	(6,278		)	1,001			4,190
Accounts payable and accrued expenses	(1,537		)	(1,665		)	(1,712		)	(122		)
Accrued wages and benefits	539			(1,235		)	(664		)	(777		)
Income taxes payable/receivable	4,355			(52,045		)	(11,502		)	2,097
Other assets and liabilities	3,495			6,332			(2,255		)	(744		)
Net cash provided by operating activities	46,681			7,524			15,146			38,741

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(13,784		)	(17,264		)	(13,013		)	(10,558		)
Proceeds from the sale of assets	900			—			—			900
Investment in notes receivable from Wakefern	(866		)	(823		)	(927		)	(422		)
Net cash used in investing activities	(13,750		)	(18,087		)	(13,940		)	(10,080		)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	51			2,392			812			51
Excess tax benefit related to share-based compensation	—			274			83			—
Principal payments of long-term debt	(1,390		)	(1,464		)	(1,043		)	(1,166		)
Dividends	(9,476		)	(9,412		)	(6,330		)	(6,328		)
Treasury stock purchases	(978		)	—			—			(490		)
Net cash used in financing activities	(11,793		)	(8,210		)	(6,478		)	(7,933		)

NET INCREASE IN CASH AND CASH EQUIVALENTS	21,138			(18,773		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS							(5,272		)	20,728

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	59,040			77,352			88,379			59,040

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	80,178		$	58,579		$	83,107		$	79,768

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	3,375		$	3,322		$	2,230		$	2,252
Income taxes	$	8,047		$	41,913		$	18,559		$	6,092

See accompanying Notes to Consolidated Financial Statements.

VILLAGE SUPER MARKET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

1. BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of ~~April 23, 2016~~January 28, 2017 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 3926 week periods ended ~~April~~January 28, 2017 and January 23, 2016 ~~and April 25, 2015~~ of Village Super Market, Inc. (“Village” or the “Company”).

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the July ~~25, 2015~~30, 2016 Village Super Market, Inc. Annual Report on Form 10-K, which should be read in conjunction with these financial statements. The results of operations for the periods ended ~~April 23, 2016~~January 28, 2017 are not necessarily indicative of the results to be expected for the full year.

Certain amounts have been reclassified in the consolidated statement of cash flows for the 39 week period ended April 25, 2015 to conform to the presentation for the 39 week period ended April 23, 2016.

2. MERCHANDISE INVENTORIES

At both ~~April 23, 2016~~January 28, 2017 and July ~~25, 2015,~~30, 2016, approximately ~~65%~~64% of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO. If the FIFO method had been used for the entire inventory, inventories would have been ~~$14,993 and $14,693~~$14,522 higher than reported at ~~April 23, 2016~~both January 28, 2017 and July ~~25, 2015, respectively.~~30, 2016.

3. NET INCOME PER SHARE

The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.


	13 Weeks Ended					39 Weeks Ended					13 Weeks Ended					26 Weeks Ended
	April 23, 2016					April 23, 2016					January 28, 2017					January 28, 2017
	Class A		Class B			Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	4,455	$	1,308		$	12,563	$	3,686		$	4,548	$	1,327		$	7,664	$	2,239
Conversion of Class B to Class A shares	1,308		—			3,686		—			1,327		—			2,239		—
Effect of share-based compensation on allocated net income	—		—			—		—			6		(3		)	8		(3		)
Net income allocated, diluted	$	5,763	$	1,308		$	16,249	$	3,686		$	5,881	$	1,324		$	9,911	$	2,236

Denominator:
Weighted average shares outstanding, basic	9,559		4,319			9,566		4,319			9,613		4,319			9,603		4,319
Conversion of Class B to Class A shares	4,319		—			4,319		—			4,319		—			4,319		—
Dilutive effect of share-based compensation	—		—			—		—			52		—			50		—
Weighted average shares outstanding, diluted	13,878		4,319			13,885		4,319			13,984		4,319			13,972		4,319

	13 Weeks Ended					39 Weeks Ended					13 Weeks Ended					26 Weeks Ended
	April 25, 2015					April 25, 2015					January 23, 2016					January 23, 2016
	Class A		Class B			Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	9,936	$	2,976		$	17,806	$	5,346		$	4,755	$	1,395		$	8,108	$	2,379
Conversion of Class B to Class A shares	2,976		—			5,346		—			1,395		—			2,379		—
Effect of share-based compensation on allocated net income	26		(19		)	37		(21		)	—		—			—		—
Net income allocated, diluted	$	12,938	$	2,957		$	23,189	$	5,325		$	6,150	$	1,395		$	10,487	$	2,379

Denominator:
Weighted average shares outstanding, basic	9,449		4,361			9,423		4,361			9,561		4,319			9,569		4,319
Conversion of Class B to Class A shares	4,361		—			4,361		—			4,319		—			4,319		—
Dilutive effect of share-based compensation	107		—			50		—			—		—			—		—
Weighted average shares outstanding, diluted	13,917		4,361			13,834		4,361			13,880		4,319			13,888		4,319

Outstanding stock options to purchase Class A shares of ~~466~~52 and ~~233~~477 were excluded from the calculation of diluted net income per share at ~~April~~January 28, 2017 and January 23, 2016, ~~and April 25, 2015,~~ respectively, as a result of their anti-dilutive effect. In addition, ~~250~~246 and ~~271~~269 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at ~~April~~January 28, 2017 and January 23, 2016, ~~and April 25, 2015,~~ respectively, due to their anti-dilutive effect.

4. PENSION PLANS

The Company sponsors four defined benefit pension plans. Net periodic pension cost for the four plans includes the following components:


	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						26 Weeks Ended
	April 23, 2016			April 25, 2015			April 23, 2016			April 25, 2015			January 28, 2017			January 23, 2016			January 28, 2017			January 23, 2016
Service cost	$	774		$	910		$	2,982		$	2,730		$	116		$	1,104		$	255		$	2,208
Interest cost on projected benefit obligations	770			764			2,424			2,292			604			827			1,209			1,654
Expected return on plan assets	(927		)	(928		)	(2,807		)	(2,784		)	(973		)	(940		)	(1,946		)	(1,880		)
Amortization of net losses	399			324			1,363			972			378			482			755			964
Net periodic pension cost	$	1,016		$	1,070		$	3,962		$	3,210		$	125		$	1,473		$	273		$	2,946

On November 29, 2016, the Company amended the Village Super Market Local 72 Retail Clerks Employees’ Retirement Plan, which covers union employees in the Stroudsburg store, to freeze all benefits effective January 31, 2017. As a result of this amendment, the Company recognized a pre-tax remeasurement gain totaling $629 in accumulated other comprehensive loss during the second quarter of fiscal 2017. The remeasurement had no impact on the consolidated statements of operations. Assumptions used in the remeasurement include a discount rate of 4.09% and long-term expected rate of return on plan assets of 7.50%.

On February 15, 2016, the Company amended the Village Super Market Employees Retirement Plan, which covers ~~non-union~~nonunion employees and pharmacists, to freeze all benefits effective March 31, 2016. As a result of this amendment, the Company recognized a pre-tax curtailment gain totaling ~~$18,796 which was partially offset by a pre-tax remeasurement adjustment totaling $7,428~~$17,904 in accumulated other comprehensive loss during ~~the third quarter ended April 23,~~fiscal 2016. The remeasurement had no impact on the consolidated statements of operations. Assumptions used in the remeasurement include a discount rate of 3.78%% and long-term expected rate of return on plan assets of 7.50%%.

As of ~~April 23, 2016,~~January 28, 2017, the Company has not made contributions to its pension plans in fiscal ~~2016.~~2017. The Company expects to contribute approximately $3,000 during fiscal ~~2016~~2017 to fund its pension plans.

~~5. INCOME TAXES~~

In prior years, the state of New Jersey issued two separate tax assessments related to nexus beginning in fiscal 2000 and the deductibility of certain payments between subsidiaries beginning in fiscal 2002. Village contested both of these assessments through the state’s conference and appeals process and was subsequently denied. The Company then filed two complaints in Tax Court against the New Jersey Division of Taxation (the "Division") contesting these assessments and a trial limited to the nexus dispute was conducted in June 2013. On October 23, 2013, the Tax Court issued their opinion on the matter in favor of the Division. As a result, the Company recorded a $10,052 charge, net of federal benefit, to income tax expense in the fiscal quarter ended October 26, 2013, to increase unrecognized tax benefits and related interest and penalties for tax positions taken in prior years.

On February 27, 2015, the Company reached an agreement with the Division whereby the Company paid $33,000 in March 2015 to settle the disputes with the Division for fiscal years 2000 through 2014. Net of federal benefit, the total cash outflow as a result of the settlement was approximately $21,000. Under the terms of the agreement, the Company withdrew its appeal of the Tax Court opinion on the nexus dispute. In addition, the case pending on the deductibility of certain payments between subsidiaries has been dismissed and the Division has withdrawn the related assessments. The Company recorded an income tax benefit of $7,293, net of federal taxes, in the fiscal quarter ending April 25, 2015 to reverse remaining unrecognized tax benefits and related interest and penalties in excess of the settlement.

~~A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:~~

39 Weeks Ended
April 23, 2016 April 25, 2015
Balance at beginning of year $ 514
$ 27,846
Additions based on tax positions related to the current year 86
46
Reductions based on tax positions related to prior periods —
(546 )
Cash paid on settlements —
(26,862 )

Balance at end of period $ 600
$ 484

The Company recognizes interest and penalties on income taxes in income tax expense. The Company recognized a benefit of $9,811 ($6,396net of federal and state taxes) related to interest and penalties on income taxes in the 39 weeks ended April 25, 2015.

6.5. RELATED PARTY INFORMATION - WAKEFERN

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July ~~25, 2015.~~30, 2016. There have been no significant changes in the Company’s relationships or nature of transactions with related parties during the first 3926 weeks of fiscal ~~2016~~2017 except for an additional required investment in Wakefern common stock of ~~$717.~~$626.

Included in cash and cash equivalents at ~~April 23, 2016~~January 28, 2017 and July ~~25, 2015~~30, 2016 are ~~$55,278~~$58,628 and ~~$35,428,~~$63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.

7.6. COMMITMENTS and CONTINGENCIES

Superstorm Sandy devastated our area on October 29, 2012 and resulted in the closure of almost all of our stores for periods of time ranging from a few hours to eight days. Village disposed of substantial amounts of perishable product and also incurred repair, labor and other costs as a result of the storm. The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits. During fiscal 2013, Wakefern began the process of working with our insurers to recover the damages and Village recorded estimated insurance recoveries of $4,913, of which $2,643 was collected in fiscal 2013 and 2014. In October 2013, Wakefern, as the policy holder, filed suit against the carrier seeking payment of the remaining claims due for all Wakefern members. The suit was the result of different interpretations of policy terms, including whether the policy's named storm deductible applied. On October 29, 2014, the Court issued their opinion on the matter in favor of the carrier. Based on this decision and its related impact, the Company concluded that recovery of further proceeds was not probable and recorded a $2,270 charge to operating and administrative expense in the first quarter of fiscal 2015 to write-off the remaining insurance receivable. Wakefern continues to pursue further recovery of uncollected amounts from the carrier and other sources. As a result, the Company received an additional $940 in insurance proceeds in February 2016 which was recognized as a reduction in Operating and administrative expense in the 13 weeks ended April 23, 2016. Any further proceeds recovered will be recognized as they are received.

The Company is involved in other litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

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

(Dollars in Thousands)

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, Maryland and northeastern Pennsylvania. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite name. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger chains.

The supermarket industry is highly competitive and characterized by narrow profit margins. The Company competes directly with multiple retail formats, both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Village competes by using low pricing, superior customer service, and a broad range of consistently available quality products ~~including~~(including ShopRite private labeled ~~products.~~products). The ShopRite Price Plus card also strengthens customer loyalty.

The Company’s stores, six of which are owned, average 59,000 total square feet. On November 6, 2013, Village opened a 77,000 sq. ft. store in Hanover Township, New Jersey that serves the greater Morristown area and replaced the 40,000 sq. ft. Morris Plains store. On April 30, 2014, Village opened a 59,000 sq. ft. store in Union, New Jersey and closed our existing 40,000 sq. ft. store. The remodel and expansion of the Stirling, New Jersey store to 68,000 sq. ft. was completed in October 2015. These larger store sizes enable the Company’s stores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as an on-site bakery, an expanded delicatessen, a variety of natural and organic foods, ethnic and international foods, prepared foods and pharmacies.

Many of our stores emphasize a Power Alley, which features high margin, fresh, convenience offerings in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner. ~~Four~~Certain of our stores include the Village Food Garden concept ~~that features~~featuring a restaurant style kitchen, and several kiosks offering a wide variety of store prepared specialty foods for both take-home and in-store dining.

Village also has on-site registered dieticians in fifteen stores that provide customers with free, private consultations on healthy meals and proper nutrition, as well as leading health related events both in store and in the community as part of the Live Right with ShopRite program. We have thirteen stores that offer ShopRite from Home covering most of the communities served by our stores. ShopRite from Home is an online ordering system that provides for in-store pickup or home delivery. Customers can browse our circular, create and edit shopping lists and use ShopRite from Home through shoprite.com or on their smart phones or tablets through the ShopRite app.

We consider a variety of indicators to evaluate our performance, such as same store sales; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.

RESULTS OF OPERATIONS

The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:


	13 Weeks Ended				39 Weeks Ended				13 Weeks Ended				26 Weeks Ended
	April 23, 2016		April 25, 2015		April 23, 2016		April 25, 2015		January 28, 2017		January 23, 2016		January 28, 2017		January 23, 2016
Sales	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
Cost of sales	72.48		72.33		72.87		72.75		73.01		73.17		73.08		73.05
Gross profit	27.52		27.67		27.13		27.25		26.99		26.83		26.92		26.95
Operating and administrative expense	23.42		23.47		23.17		23.12		22.90		22.67		23.14		23.04
Depreciation and amortization	1.50		1.48		1.48		1.49		1.52		1.43		1.53		1.49
Operating income	2.60		2.72		2.48		2.64		2.57		2.73		2.25		2.42
Interest expense	(0.29	)	(0.29	)	(0.28	)	(0.29	)	(0.27	)	(0.27	)	(0.28	)	(0.28	)
Interest income	0.17		0.16		0.15		0.16		0.16		0.13		0.17		0.14
Income before taxes	2.48		2.59		2.35		2.51		2.46		2.59		2.14		2.28
Income taxes	0.96		(0.82	)	0.96		0.50		1.01		1.09		0.88		0.96
Net income	1.52	%	3.41	%	1.39	%	2.01	%	1.45	%	1.50	%	1.26	%	1.32	%

Sales. Sales were ~~$387,905~~$412,215 in the ~~third~~second quarter of fiscal ~~2016 an increase~~2017, a decrease of ~~.2%~~1.9% compared to the ~~third~~second quarter of the prior year. Same store sales decreased 1.9% due primarily to four competitor store openings, deflation in the meat, dairy and produce departments and very high sales in the last week of the second quarter of prior year as customers prepared for Winter Storm Jonas. These decreases were offset by increased ~~.2% primarily~~sales due to ~~the closing of two~~three competitor ~~stores~~store closings and ~~continued~~ sales growth in ~~the~~recently remodeled and expanded ~~or replaced~~ stores in Stirling and ~~Greater Morristown. These increases were partially offset by lower sales in~~Chester. Excluding the ~~first~~positive impact of Winter Storm Jonas on the last week of the ~~third~~second quarter of fiscal 2016, ~~due to Winter Storm Jonas, six new competitor~~same store ~~openings, including stores formerly operated by A&P.~~sales decreased .5%. The Company expects same store sales in fiscal ~~2016~~2017 to range from a ~~0.5%~~1.0% decrease to ~~1.5% increase.~~flat. New stores and replacement stores are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately. ~~All stores are included in same store sales in the 13 weeks ended April 23, 2016.~~

Sales were ~~$1,197,603~~$801,907 in the ~~nine-month~~six-month period of fiscal ~~2016, an increase~~2017, a decrease of ~~1.7%~~1.0% from the ~~nine-month~~six-month period of the prior year. Same store sales ~~increased 1.7%~~decreased 1.0% due primarily ~~due~~ to ~~the closing of two competitor stores and continued sales growth in the recently expanded or replaced Stirling, Greater Morristown and Union stores. These increases were partially offset by six~~four competitor store openings, ~~including stores formerly operated by A&P, and~~ deflation in the meat, ~~seafood~~dairy and ~~dairy departments.~~produce departments and very high sales in the last week of the second quarter of prior year as customers prepared for Winter Storm Jonas. These decreases were offset by increased sales due to three competitor store closings and sales growth in recently remodeled and expanded stores in Stirling and Chester. Excluding the positive impact of Winter Storm Jonas on the last week of the six month period of fiscal 2016, same store sales decreased .3%.

Gross Profit. Gross profit as a percentage of sales ~~decreased .15%~~increased .16% in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to the ~~third~~second quarter of the prior year primarily due to ~~decreased~~increased departmental gross margin percentages ~~(.06%~~(.35%)~~, increased warehouse assessment charges from Wakefern (.04%~~ partially offset by lower patronage dividends (.12%), and increased promotional spending ~~(.04%~~(.06%). Gross profit was favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2017 (.12%) and fiscal 2016 (.24%).

Gross profit as a percentage of sales decreased ~~.12%~~.03% in the ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to the ~~nine-month~~six-month period of the prior year primarily due to ~~decreased~~increased promotional spending (.07%) and lower patronage dividends (.05%) partially offset by increased departmental gross margin percentages ~~(.13%~~(.11%).

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales ~~decreased .05%~~increased .23% in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to the ~~third~~second quarter of the prior year. As described in note 7 to the unaudited consolidated financial statements, the third quarter of fiscal 2016 includes a gain for Superstorm Sandy insurance proceeds received (.24%). Excluding this gain, Operating and administrative expense as a percentage of sales increased .19%year due primarily to higher payroll (.36%) and increased ~~healthcare costs (.30%~~legal and consulting fees (.13%) partially offset by ~~lower payroll (.11%~~decreased fringe benefit costs (.28%). ~~The increase in healthcare~~Payroll costs isincreased due primarily to ~~higher claim~~reduced operating leverage on lower same store sales and investments in service departments at the newly remodeled Chester store. Fringe benefit costs ~~in our self-insured medical plan.~~decreased due primarily to lower non-union pension expense (.32%).

Operating and administrative expense as a percentage of sales increased ~~.05%~~.10% in the ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to the ~~nine-monthperiod of the prior year. As described in note 7 to the unaudited consolidated financial statements, the nine-month~~six-month period of the prior year ~~includes a charge~~primarily due to ~~write-off all remaining Superstorm Sandy insurance receivables (.19%~~higher payroll (.32%) and the nine-month period of fiscal 2016 includes a gain related to recovery of a portion of those receivables (.08%). Excluding these items from both periods, Operating and administrative expense as a percentage of sales increased ~~.32% due primarily to higher fringe benefit costs (.25%) and~~ legal and consulting fees ~~(.11%~~(.05%) partially offset by decreased fringe benefit costs (.27%). ~~Fringe benefit~~Payroll costs increased due primarily to ~~higher~~reduced operating leverage

~~healthcare~~on lower same store sales and investments in service departments at the newly remodeled Chester store. Fringe benefit costs ~~(.16%) and pension expense (.07%). The increase in healthcare costs is~~decreased due primarily to ~~higher claim costs in our self-insured medical plan.~~lower non-union pension expense (.32%).

Depreciation and Amortization. Depreciation and amortization expense increased in the ~~third~~second quarter and ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to the corresponding periods of the prior year due to depreciation related to fixed asset additions.

Interest Expense. Interest expense in the ~~third~~second quarter and ~~nine-month~~six-month period of fiscal ~~2016~~2017 was flat compared to the corresponding periods of the prior year.

Interest Income. Interest income increased in the ~~third~~second quarter and six-month period of fiscal ~~2016~~2017 compared to the corresponding ~~period~~periods of the prior year due to higher amounts ~~invested. Interest income decreased~~invested in ~~the nine-monthperiod of fiscal 2016 compared to the corresponding period of the prior year due to less amounts invested.~~demand deposits at Wakefern.

Income Taxes. The effective income tax rate was ~~38.7%~~40.9% in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~(31.5%)~~42.2% in the ~~third~~second quarter of the prior year. In the third quarter of fiscal 2016, the Company recognized income tax benefits of $309 in return to provision adjustments primarily related to Work Opportunity Tax Credits. Income taxes in the third quarter of the prior year included a tax benefit of $7,293 as a result of the settlement with the New Jersey Division of Taxation. Excluding these items from both fiscal years, the effective income tax rate was 42.0% in the third quarter of fiscal 2016 as compared to 41.1% in the third quarter of the prior year.

The effective income tax rate was ~~40.9%~~41.2% in the ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to ~~19.9%~~42.1% in the ~~nine-month~~six-month period of the prior year. In fiscal 2016, the Company recognized income tax benefits of $309 in return to provision adjustments primarily related to Work Opportunity Tax Credits. Income taxes in the nine-month period of fiscal 2015 included includes a tax benefit of $6,452 related to the settlement with the New Jersey Division of Taxation, net of $841 of interest and penalties accrued prior to settlement. Excluding these items from both fiscal years, theThe effective income tax rate ~~was 42.0%~~decreased in both the ~~nine-month~~second quarter and six-month period of fiscal ~~2016 as compared~~2017 due primarily to ~~41.7%~~an increase in ~~the nine-month period of the of the prior year.~~estimated work opportunity tax credits.

Net Income. Net income was ~~$5,882~~$5,992 in the ~~third~~second quarter of fiscal ~~2016~~2017 compared to ~~$13,206~~$6,284 in the ~~third~~second quarter of the prior year. ~~The third~~Net income decreased 5% in the second quarter of fiscal 2016 includes a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. The third quarter of the prior year included a tax benefit of $7,293 as a result of the settlement with the New Jersey Division of Taxation. Excluding these items from both periods, net income decreased 10% in the third quarter of fiscal 20162017 compared to the prior year due primarily to lower same store sales ~~in the first week of the third quarter of fiscal 2016 due to the impact of Winter Storm Jonas, a lower gross profit percentage~~ and higher operating and administrative ~~expense.~~expenses.

Net income was ~~$16,596~~$10,101 in the ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to ~~$23,688~~$10,714 in the ~~nine-month~~six-month period of the prior year. Fiscal 2016 includes a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. Fiscal 2015 includes a charge to write-off all remaining insurance receivables related to Superstorm Sandy of $1,340 (net of tax) and a tax benefit of $6,452 related to settlement of the New Jersey tax dispute, net of interest and penalties accrued in fiscal 2015 prior to settlement. Excluding these items from both periods, netNet income decreased ~~14%~~6% in the ~~nine-month~~six-month period of fiscal ~~2016~~2017 compared to the prior year due primarily ~~due~~ to a lower ~~gross profit percentage~~same store sales and higher operating and administrative ~~expense.~~expenses.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies relating to the impairment of long-lived assets and goodwill, accounting for patronage dividends earned as a stockholder of Wakefern, accounting for pension plans, and accounting for uncertain tax positions, are described in the Company’s Annual Report on Form 10-K for the year ended July ~~25, 2015.~~30, 2016. As of ~~April 23, 2016,~~January 28, 2017, there have been no changes to any of the critical accounting policies contained therein.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was ~~$46,681~~$15,146 in the ~~39-week~~26-week period of fiscal ~~2016~~2017 compared to ~~$7,524~~net cash provided by operating activities of $38,741 in the corresponding period of the prior year. ~~This increase is~~The decrease in net cash provided by operating activities was primarily ~~attributable~~due to changes in working capital and net income adjusted for non-cash expenses including depreciation and amortization, share-based compensation, deferred taxes and the ~~$33,000 settlement with the New Jersey Division of Taxation~~provision to value inventories at LIFO. Working capital changes decreased cash provided by operating activities in fiscal 2017 by $6,390 and increased net cash provided by operating activities by $15,431 in fiscal 2016. Working capital changes decreased cash provided by operating activities in the ~~prior year, decreased inventory and~~six-month period of fiscal 2017 due primarily to changes in income taxes receivable/payable as a result of the timing of ~~payables. During~~estimated tax payments. Working capital increased cash provided by operating activities in the ~~39-week~~six-month period of fiscal 2016 due primarily to the timing of payables and lower inventories as a result of higher sales during the last week of the second quarter of fiscal 2016 as customers prepared for Winter Storm Jonas.

During the 26-week period of fiscal 2017, Village used cash to fund capital expenditures of ~~$13,784 and~~$13,013, dividends of ~~$9,476.~~$6,330 and invested an additional $927 in notes receivable from Wakefern. Capital expenditures primarily include costs associated with

one major remodel, several smaller remodels of other existing ~~stores.~~stores and certain energy efficient lighting projects. In October 2015, Village sold the land and building of a closed store in Washington, New Jersey for $900.

Village ~~expects~~has budgeted approximately $25,000 for capital expenditures ~~of $20,000~~ in fiscal ~~2016.~~2017. Planned expenditures include the ~~completion~~beginning of construction of a new store in the ~~expansion and remodel of the Stirling,~~Bronx, New ~~Jersey store,~~York, one major remodel, ~~and~~ several smaller ~~remodels.~~remodels and certain energy efficient lighting projects. The Company’s primary sources of liquidity in fiscal ~~2016~~2017 are expected to be cash and cash equivalents on hand at ~~April 23, 2016~~January 28, 2017 and operating cash flow generated in fiscal ~~2016.~~2017.

At January 28, 2017, the Company had $43,662 in notes receivable due from Wakefern. Of these notes, $21,668 earn interest at the prime rate plus .25% and mature on August 15, 2017 and $21,994 earn interest at the prime rate plus 1.25% and mature on February 15, 2019. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Working capital was ~~$54,178~~$85,740 at ~~April 23, 2016~~January 28, 2017 compared to ~~$39,747~~$60,538 at July ~~25, 2015.~~30, 2016. Working capital ratios at the same dates were 1.92 and 1.61 to 1, respectively. The increase in working capital ~~ratio was 1.6~~in fiscal 2017 compared to ~~1 at April 23,~~fiscal 2016 ~~and 1.4~~is due primarily to ~~1 at July 25, 2015.~~$21,668 in notes receivable from Wakefern that have been reclassified to current assets as they are due on August 15, 2017. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000. ~~On December 1, 2015, this~~This loan agreement ~~was extended to expire~~expires on December 31, ~~2017.~~2018. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at ~~April 23, 2016~~January 28, 2017 or July ~~25, 2015~~30, 2016 under this facility.

There have been no substantial changes as of ~~April 23, 2016~~January 28, 2017 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July ~~25, 2015.~~

30, 2016.

OUTLOOK

This Form 10-Q contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates,” “believes” and similar words or phrases. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

•We expect same store sales to ~~increase~~range from ~~.5%~~a 1.0% decrease to ~~1.5%~~flat in fiscal ~~2016.~~2017.

We have budgeted ~~$20,000~~$25,000 for capital expenditures in fiscal ~~2016.~~2017. Planned expenditures include the ~~completion~~beginning of construction of a new store in the ~~expansion and remodel of the Stirling,~~Bronx, New ~~Jersey store,~~York, one major remodel, ~~and~~ several smaller ~~remodels.~~remodels and certain energy efficient lighting projects.

The Board’s current intention is to continue to pay quarterly dividends in ~~2016~~2017 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

We believe cash flow from operations and other sources of liquidity will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

We expect our effective income tax rate in fiscal ~~2016~~2017 to be in the range of ~~41.0%~~40.5% - ~~42.0%~~41.5%.

We expect operating expenses will be affected by increased costs in certain areas, such as medical and other fringe benefit costs.

We expect approximately $435 of net periodic pension costs in fiscal 2017 related to the four Company sponsored defined benefit pension plans. The Company expects to contribute $3,000 in cash to all defined benefit pension plans in fiscal 2017.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania and two in Maryland. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole. External factors such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates and changing demographics may adversely affect our sales and profits.

In July 2011 Village acquired two stores in Maryland, a new market for Village where the ShopRite name is less known than in New Jersey. While we continue to invest in marketing and promotional programs to build market share, sales trends for our Maryland stores have deteriorated in fiscal 2016 and remain worse than initially projected. If these trends continue, it could result in impairment charges on long-lived assets specific to the Maryland stores that could materially impact the Company's results of operations.

Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern. Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.

Approximately 92% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control ~~wage increases,~~ health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

Village could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

Our long-lived assets, primarily ~~stores,~~store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our ShopRite from Home online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

RELATED PARTY TRANSACTIONS

See note 65 to the unaudited consolidated financial statements for information on related party transactions.

RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. 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. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently assessing the potential impact of ASU No. 2014-09 on its ~~financial statements.~~

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidations Analysis", which changes the guidance for evaluating whether to consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The updated guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The Company is evaluating the effect that ASU 2015-02 will have on its consolidated financial statements and related disclosures.

In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes," which requires an entity to classify all deferred tax assets and liabilities as noncurrent on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The new guidance can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The adoption of ASU 2015-17 is not expected to have a significant effect on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company is evaluating the effect that ASU 2016-09 will have on its consolidated financial statements and related disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At ~~April 23, 2016,~~January 28, 2017, the Company had demand deposits of ~~$55,278~~$58,628 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes.

At ~~April 23, 2016,~~January 28, 2017, the Company had ~~$42,287~~$43,662 in notes receivable due from Wakefern. ~~Half of~~Of these notes, $21,668 earn interest at the prime rate plus .25% and mature on August 15, 2017 and ~~half~~$21,994 earn interest at the prime rate plus 1.25% and mature on February 15, 2019. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

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 Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~April 23, 2016~~January 28, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

~~PART II - OTHER INFORMATION~~

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~ITEM 2C.~~ ~~ISSUER PURCHASES OF EQUITY SECURITIES~~

~~The number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2016 are set forth in the table below:~~

Period(1) Total Number of Shares Purchased(2) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 24, 2016 to February 20, 2016 10,000 $24.90 10,000 $4,261,200
February 21, 2016 to March 19, 2016 — — — $4,261,200
March 20, 2016 to April 23, 2016 10,000 $23.87 10,000 $4,022,500
Total 20,000 $24.38 20,000 $4,022,500


~~(1)~~	~~The reported periods conform to our fiscal calendar.~~

(2) Includes shares repurchased under a $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on June 12, 2015. Repurchases may be made from time-to-time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.



Item 6.	Exhibits

Exhibit 31.1	Certification

Exhibit 31.2	Certification

Exhibit 32.1	Certification (furnished, not filed)

Exhibit 32.2	Certification (furnished, not filed)

Exhibit 99.1	Press Release dated ~~June 2, 2016~~March 8, 2017

101 INS	XBRL Instance

101 SCH	XBRL Schema

101 CAL	XBRL Calculation

101 DEF	XBRL Definition

101 LAB	XBRL Label

101 PRE	XBRL Presentation

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.



	Village Super Market, Inc.
	Registrant

Dated: ~~June 2, 2016~~March 9, 2017	/s/ James Sumas
	James Sumas
	(Chief Executive Officer)

Dated: ~~June 2, 2016~~March 9, 2017	/s/ John Van Orden
	John Van Orden
	(Chief Financial Officer)

2018



Period(1)	Total Number of Shares Purchased(2)	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 24, 2016 to February 20, 2016	10,000	$24.90	10,000	$4,261,200
February 21, 2016 to March 19, 2016	—	—	—	$4,261,200
March 20, 2016 to April 23, 2016	10,000	$23.87	10,000	$4,022,500
Total	20,000	$24.38	20,000	$4,022,500