10-K

UNITED STATES

        SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

(Mark One)

[x]	Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
	For the fiscal year ended:  July 31, 2010.
[  ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 (Fee Required) for the transition period from ______ to _______.

COMMISSION FILE NUMBER:  0-33360

   VILLAGE SUPER MARKET, INC.  

(Exact name of registrant as specified in its charter)

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

733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY    07081

(Address of principal executive offices)              (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)467-2200

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock, no par value	The NASDAQ Stock Market
(Title of Class)	(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes__  No    X  .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15 (d) of the Act.

Yes __  No   X  .

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 __  No__.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [x]

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

Indicate by check mark whether the registrant is a shell company.

Yes __  No   X  .

The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $138.3 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $6.5 million based upon the closing price of the Class A shares on the NASDAQ on January 23, 2010, the last business day of the second fiscal quarter.  There are no other classes of voting stock outstanding.

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

	Outstanding at
Class	October 11, 2010
Class A common stock, no par value	7,030,469 Shares
Class B common stock, no par value	6,376,304 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2010 Annual Report to Shareholders and the 2010 definitive Proxy Statement to be filed with the Commission and delivered to security holders in connection with the Annual Meeting scheduled to be held on December 17, 2010 are incorporated by reference into this Form 10-K at Part II, Items 5, 6, 7, 7A, and 8 and Part III.

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PART I

ITEM I.  BUSINESS

(All dollar amounts in this report are in thousands, except per square foot data).

GENERAL

Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937.  At July 31, 2010, Village operated a chain of twenty-six ShopRite supermarkets, seventeen of which are located in northern New Jersey, one in northeastern Pennsylvania and eight in southern New Jersey.  The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name.  This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology and advertising associated with chains of greater size and geographic coverage.

Village seeks to generate high sales volume by offering a wide variety of high quality products at consistently low prices.  During fiscal 2010, sales per store were $48,532 and sales per selling square foot were $1,085.  The Company gives ongoing attention to the décor and format of its stores and tailors each store's product mix to the preferences of the local community.  Village concentrates on the development of superstores.

Village opened a 62,700 sq. ft. replacement store in Washington, New Jersey on February 21, 2010.  Village opened a new 67,600 sq. ft. store in Marmora, New Jersey on May 31, 2009.  On August 11, 2007, Village acquired the store fixtures and lease of a location in Galloway Township, New Jersey from Wakefern for $3,500.  This store had previously been operated by a competitor.  The Company began operating a pharmacy at this location on August 11, 2007.  The remainder of this 55,000 sq. ft. store opened on October 3, 2007 after the completion of an extensive remodel.  Village opened a new 67,000 sq. ft. store in Franklin, New Jersey on November 7, 2007.    Below is a summary of the range of s tore sizes at July 31, 2010:

Total Square Feet	Number of Stores
Greater than 60,000	12
50,001 to 60,000	6
40,000 to 50,000	6
Less than 40,000	2
Total	26

These larger store sizes enable the Company’s superstores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as home meal replacement, an on-site bakery, an expanded delicatessen including prepared foods, a variety of natural and organic foods, ethnic and international foods and a fresh seafood section.  Superstores also offer an expanded selection of non-food items such as cut flowers, health and beauty aids, greeting cards, small appliances, photo processing and in most cases, a pharmacy.   Recently remodeled and new superstores emphasize a Power Alley, which features high margin, fresh, convenience offerings such as salad bars, bakery and Bistro Street home meal replacement in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner.  The following table shows the percentage of the Company's sales allocable to various product categories during each of the periods indicated, as well as the number of superstores and percentage of selling square feet allocable to these stores during each of these periods:

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Product Categories	Fiscal Year Ended In July
	2010	2009	2008
Groceries	38.5%	38.6%	38.5%
Dairy and Frozen	17.1	17.3	17.2
Meats	10.0	10.2	10.0
Non-Foods	8.1	8.1	8.5
Produce	11.7	11.5	11.4
Appetizers and prepared food	5.4	5.4	5.5
Seafood	2.5	2.4	2.3
Pharmacy	4.7	4.6	4.8
Bakery	2.0	1.9	1.8
	100.0%	100.0%	100.0%
Number of superstores	24	24	23
Selling square feet represented by superstores	96%	96%	95%

A variety of factors affect the profitability of each of the Company's stores, including local competitors, size, access and parking, lease terms, management supervision, and the strength of the ShopRite trademark in the local community.  Village continually evaluates individual stores to determine if they should be closed.

DEVELOPMENT AND EXPANSION

The Company has an ongoing program to upgrade and expand its supermarket chain.  This program has included store remodelings as well as the opening or acquisition of additional stores.  When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.

Village has budgeted $12 million for capital expenditures in fiscal 2011, which includes the purchase of land for future development and several small remodels.

In fiscal 2010, Village completed the construction of the replacement store in Washington, New Jesey.

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In fiscal 2009, Village completed construction of a new store in Marmora, NJ which opened May 31, 2009, and began construction of the replacement store in Washington.

In fiscal 2008, Village completed the construction of the Franklin store, which opened on November 7, 2007, and acquired and remodeled a store in Galloway, New Jersey, which opened on October 3, 2007.

In fiscal 2007, Village completed the Rio Grande remodel and several small remodels, and began the construction of a leased store in Franklin, New Jersey.  In fiscal 2006, the Company completed the expansion and remodel of the Springfield store, began a major remodel of the Rio Grande store, and completed smaller remodels of the Elizabeth and Chester stores.  In fiscal 2005, the Company opened an 80,000 square foot replacement store in Somers Point, completed an expansion and remodel of the Bernardsville store, and began the expansion and remodel of the Springfield store.

The general difficulty in developing retail properties in the Company's primary trading area has prevented the Company from opening the desired number of new stores.  Additional store remodelings and sites for new stores are in various stages of development.  Village will also consider additional acquisitions should appropriate opportunities arise.

WAKEFERN FOOD CORPORATION

The Company is the second largest member of Wakefern and owns 14.1% of Wakefern’s outstanding stock as of July 31, 2010.  Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative.  Wakefern and its 46 shareholder members operate 273 supermarkets and other retail formats, including 72 stores operated by Wakefern.  Only Wakefern and its members are entitled to use the ShopRite name and trademark, and to participate in ShopRite advertising and promotional programs.

The principal benefits to the Company from its relationship with Wakefern are the use of the ShopRite name and trademark, volume purchasing, ShopRite private label products, distribution and warehousing economies of scale, ShopRite advertising and promotional programs, including the ShopRite Price Plus card and a co-branded credit card, and the development of advanced retail technology.  The Company believes that the ShopRite name is widely recognized by its customers and is a factor in their decisions about where to shop. ShopRite private label products accounted for approximately 14.1% of sales in fiscal 2010.

Wakefern distributes as a "patronage dividend" to each of its stockholders a share of substantially all of its earnings in proportion to the dollar volume of purchases by the stockholder from Wakefern during each fiscal year.

While Wakefern has a substantial professional staff, it operates as a member owned cooperative.  Executives of most members make contributions of time to the business of Wakefern.  Executives of the Company spend a significant amount of their time working on various Wakefern committees, which oversee and direct Wakefern purchasing, merchandising and other programs.  James Sumas, the Company’s Chief Executive Officer, is Vice Chairman of Wakefern, and a member of the Wakefern Board of Directors.

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Most of the Company's advertising is developed and placed by Wakefern's professional advertising staff.  Wakefern is responsible for all television, radio and major newspaper advertisements. Wakefern bills its members using various formulas which allocate advertising costs in accordance with the estimated proportional benefits to each member from such advertising.  The Company also places Wakefern developed materials with local newspapers.  In addition, Wakefern and its affiliates provide the Company with other services including liability and property insurance, supplies, equipment purchasing, coupon processing, certain financial accounting applications, and retail technology support.

Wakefern operates warehouses and distribution facilities in Elizabeth, Keasbey, Dayton, Edison and Jamesburg, New Jersey and Gouldsboro and Breinigsville, Pennsylvania.  The Company and all other members of Wakefern are parties to the Wakefern Stockholder’s Agreement which provides for certain commitments by, and restrictions on, all shareholders of Wakefern.  This agreement extends until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request the Wakefern Stockholder Agreement be terminated.  Each member is obligated to purchase from Wakefern a minimum of 85% of its requirements for products offered by Wakefern.  If this purchase obligation is not met, the member is required to pay Wakefern's profit co ntribution shortfall attributable to this failure.  The Company fulfilled this obligation in fiscal 2010, 2009 and 2008.  This agreement also requires that in the event of unapproved changes in control of the Company or a sale of the Company or of individual Company stores, except to a qualified successor, the Company in such cases must pay Wakefern an amount equal to the annual profit contribution shortfall attributable to the sale of a store or change in control.  No payments are required if the volume lost by a shareholder as a result of the sale of a store is replaced by such shareholder by increased volume in existing or new stores.  A "qualified successor" must be, or agree to become, a member of Wakefern, and may not own or operate any supermarkets, other than ShopRite supermarkets, in the states of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire, Maine or the District of Columbia , or own or operate more than twenty-five non-ShopRite supermarkets in any other locations in the United States.

Wakefern, under circumstances specified in its bylaws, may refuse to sell merchandise to, and may repurchase the Wakefern stock of, any member.  Such circumstances include certain unapproved transfers by a member of its supermarket business or its capital stock in Wakefern, unapproved acquisition by a member of certain supermarket or grocery wholesale supply businesses, the material breach by a member of any provision of the bylaws of Wakefern or any agreement with Wakefern, or a determination by Wakefern that the continued supplying of merchandise or services to such member would adversely affect Wakefern.

Any material change in Wakefern's method of operation or a termination or material modification of the Company's relationship with Wakefern following termination of the above agreements, or otherwise, might have an adverse impact on the conduct of the Company's business and could involve additional expense for the Company.  The failure of any Wakefern member to fulfill its obligations under these agreements or a member's insolvency or withdrawal from Wakefern could result in increased costs to remaining members.

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Wakefern does not prescribe geographical franchise areas to its members.  The specific locations at which the Company, other members of Wakefern, or Wakefern itself, may open new units under the ShopRite name are, however, subject to the approval of Wakefern's Site Development Committee.  This committee is composed of persons who are not employees or members of Wakefern.  Committee decisions to deny a site application may be appealed to the Wakefern Board of Directors.  Wakefern assists its members in their site selection by providing appropriate demographic data, volume projections and estimates of the impact of the proposed store on existing member supermarkets in the area.

Each of Wakefern's members is required to make capital contributions to Wakefern based on the number of stores operated by that member and the purchases generated by those stores.  As additional stores are opened or acquired by a member, additional capital must be contributed by it to Wakefern.  The Company’s investment in Wakefern and affiliates was $20,263 at July 31, 2010.  The total amount of debt outstanding from all capital pledges to Wakefern is $1,821 at July 31, 2010.  The maximum per store capital contribution increased from $725 to $750 in fiscal 2010, resulting in an additional $590 capital pledge, which was paid in fiscal 2010.

As required by the Wakefern bylaws, the Company’s investment in Wakefern is pledged to Wakefern to secure the Company’s obligation to Wakefern.  In addition, four members of the Sumas family have guaranteed the Company’s obligations to Wakefern.  These personal guarantees are required of any 5% shareholder of the Company who is active in the operation of the Company.  Wakefern does not own any securities of the Company or its subsidiaries.  The Company’s investment in Wakefern entitles the Company to enough votes to elect one member to the Wakefern Board of Directors due to cumulative voting rights.

TECHNOLOGY

The Company considers automation and information technology important to its operations and competitive position.    Village completed the replacement of its point of sale systems in fiscal 2010 to improve the checkout experience and reduce training costs.  Electronic payment options are offered at all checkout locations.  We recently upgraded our communication network, which is used for secure, reliable, high speed processing of electronic payments and transmission of data.

The Company’s commitment to advanced point of sale and communication systems enables it to participate in Price Plus, ShopRite’s preferred customer program.  Customers receive electronic discounts by presenting a scannable Price Plus card.  This technology also enables Village to offer continuity programs and focus on target marketing initiatives.

The Company began installing self-checkout systems in fiscal 2002.  Currently, sixteen stores use these systems to provide improved customer service, especially during peak periods, and reduce operating costs.  In fiscal 2007, we installed RFID readers in all checkout lanes to enable contactless payment options for customers to quicken checkout times.

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Village utilizes a computer generated ordering system, which is designed to reduce inventory levels and out of stock conditions, enhance shelf space utilization, and reduce labor costs.  The Company utilizes a direct store delivery system, consisting of personal computers and advanced hand held scanners, for product not purchased through Wakefern to provide equivalent cost and retail price control over these products.

Village seeks to design its stores to use energy efficiently, including recycling waste heat generated by refrigeration equipment for heating and other purposes.  Most stores utilize computerized energy management systems.  Certain in-store department records are computerized, including the records of all pharmacy departments.  In all stores, meat, seafood, delicatessen, and bakery prices are maintained on computer for automatic weighing and pricing.

The Company has installed computer based training systems in all stores to assist in the training of associates.  Village replaced the time and attendance system and labor scheduling system in fiscal 2006 to improve reporting, work flow and system interfaces, and reduce labor.

In fiscal 2010, Village upgraded its digital surveillance systems, which are integrated with the cashier monitoring systems, in all stores to aid shrink reduction, increase productivity and assist in accident investigations.

 The Company utilizes a division of Wakefern for data processing services, including financial accounting support.

Wakefern and Village have responded to customers increased use of the internet by creating shoprite.com to provide weekly advertising and other shopping information.  In addition, on-line shopping is available in six store locations with store pick-up and delivery options.

COMPETITION

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

Some of the Company's principal competitors include Pathmark, A&P, Stop & Shop, Acme, Kings, Wal-Mart, Wegmans, Whole Foods and Foodtown.  Some of these competitors have financial resources substantially greater than those of the Company, and some are non-union.

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LABOR

As of October 1, 2010, the Company employed approximately 4,900 persons with approximately 73% working part-time.  Approximately 93% of the Company’s employees are covered by collective bargaining agreements. Contracts with the Company’s six unions expire between October 2010 and March 2012.  A contract with one union expired in August 2010.  Negotiations with this union are ongoing while we continue to operate under the expired contract.  Approximately 30% of our associates are represented by unions whose contracts expire within one year.  Most of the Company’s competitors in New Jersey are similarly unionized.

AVAILABLE INFORMATION

As a member of the Wakefern cooperative, Village relies upon our customer focused website, www.shoprite.com, for interaction with customers and prospective employees.  This website is maintained by Wakefern for the benefit of all ShopRite supermarkets, and therefore, does not contain any financial information related to the Company.

The Company will provide paper copies of the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases free of charge upon request to any shareholder.  In addition, electronic copies of these filings can be obtained at www.sec.gov.

REGULATORY ENVIRONMENT

The Company’s business requires various licenses and the registration of facilities with state and federal health and drug regulatory agencies.  These licenses and registration requirements obligate the Company to observe certain rules and regulations, and a violation of these rules and regulations could result in a suspension or revocation of licenses or registrations.  In addition, most licenses require periodic renewals.  The Company has not experienced material difficulties with respect to obtaining or retaining licenses and registrations.  In addition, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002.

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ITEM 1A.  RISK FACTORS

COMPETITIVE ENVIRONMENT

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. Competition with these outlets is based on price, store location, promotion, product assortment, quality and service.  Some of these competitors have greater financial resources, lower merchandise acquisition cost and lower operating expenses than we do.

GEOGRAPHIC CONCENTRATION

The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania.  We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole.  Economic conditions such as inflation, deflation, interest rates, energy costs and unemployment rates may adversely affect our sales and profits.  Further, since our store base is concentrated in densely populated metropolitan areas, opportunities for future store expansion may be limited, which may adversely affect our business and results of operations.

WAKEFERN RELATIONSHIP

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 affect on Village’s results of operations.

LABOR RELATIONS

A significant majority of our employees are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppages, could have an adverse impact on our financial results.  In future negotiations with labor unions, we expect that rising health care and pension costs, among other issues, will continue to be important topics for negotiation.  Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate acceptable contracts with labor unions.  This could significantly disrupt our operations.  Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreement, we may experience increased operating costs and an adverse impact on future results of operations.

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FOOD SAFETY

The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain.  Adverse publicity about these types of concerns, whether or not valid, could discourage consumers from buying our products.  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.

MULTI-EMPLOYER PENSION PLANS

The Company is required to make contributions to multi-employer pension plans in amounts established under collective bargaining agreements.  Pension expense for these plans is recognized as contributions are funded.  Benefits generally are based on a fixed amount for each year of service.  Based on the most recent information available to us, we believe a number of these multi-employer plans 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 ma y incur 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 and the actual return on assets held in the plans, among other factors.

CURRENT ECONOMIC CONDITIONS

During fiscal 2010, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment.  Consumers are increasingly cooking meals at home, but spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items.  Management expects these trends to continue at least through the first half of fiscal 2011. The deflationary trend in food prices that began during the second half of fiscal 2009 continued in fiscal 2010.  Our sales and results of operations may continue to be adversely affected if the above trends continue.

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TAXES

The Company’s effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.  PROPERTIES

As of July 31, 2010, Village owns the sites of five of its supermarkets (containing 335,000 square feet of total space), all of which are freestanding stores, except the Egg Harbor store, which is part of a shopping center.  The remaining twenty one supermarkets (containing 1,148,000 square feet of total space) and the corporate headquarters are leased, with initial lease terms generally ranging from twenty to thirty years, usually with renewal options.  Thirteen of these leased stores are located in shopping centers and the remaining eight are freestanding stores.  In addition to the above, on July 30, 2009 the Company purchased the land and building of the old Washington store, which is currently available for sale (see Legal Proceedings).

The annual rent, including capitalized leases, for all of the Company's leased facilities for the year ended July 31, 2010 was approximately $13,116.

Village is a limited partner in two partnerships, one of which owns a shopping center in which one of our leased stores is located.  The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.

ITEM 3.  LEGAL PROCEEDINGS

The Company, in the ordinary course of business, is involved in various legal proceedings.  Village does not believe the outcome of these proceedings will have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.  The Company’s leasehold interest in the old Washington store had been the subject of litigation related to the lease-end date, rent amounts and other matters. On July 30, 2009, the Company settled all litigation with the landlord and purchased the land and building for $3,100. During the fourth quarter of fiscal 2009, the Company recorded a pre-tax charge of $1,200 related to this litigation. This charge was based on the consideration paid in excess of the fair value o f the property.   In addition to settling the litigation, the purchase of the old Washington store property eliminated any potential time period between the closing of the old Washington store and the opening of the replacement store.

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PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES  OF EQUITY SECURITIES

The information required by this Item is incorporated by reference from Information appearing on Page 28 in the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010 and in the Company’s definitive Proxy Statement to be filed on or before November 1, 2010 in connection with its Annual Meeting scheduled to be held on December 17, 2010.

ITEM 6.  SELECTED FINANCIAL DATA

The information required by this Item is incorporated by reference from Information appearing on Page 3 in the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information required by this Item is incorporated by reference from Information appearing on Pages 4 through 9 in the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK

The information required by this Item is incorporated by reference from Information appearing on Page 9 in the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated by reference from Information appearing on Page 3 and Pages 10 to 26 in the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 of 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 covered by this report.  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.  There have been no changes in internal controls over financial reporting during the fourth quarter of fiscal 2010 that have materially, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that 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.

Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are incorporated by reference from information appearing on page 27 in the Company’s Annual Report to Shareholders for the fiscal year ended July 31, 2010.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before November 1, 2010, in connection with its Annual Meeting scheduled to be held on December 17, 2010.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before November 1, 2010, in connection with its Annual Meeting scheduled to be held on December 17, 2010.

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before November 1, 2010, in connection with its annual meeting scheduled to be held on December 17, 2010.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before November 1, 2010, in connection with its annual meeting scheduled to be held on December 17, 2010.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference from the Company’s definitive Proxy Statement to be filed on or before November 1, 2010 in connection with its annual meeting scheduled to be held on December 17, 2010.

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a)	1.	Financial Statements:
		Consolidated Balance Sheets - July 31, 2010 and July 25, 2009.
		Consolidated Statements of Operations - years ended July 31, 2010, July 25, 2009 and July 26, 2008.
		Consolidated Statements of Shareholders' Equity and Comprehensive Income – years ended July 31, 2010, July 25, 2009 and July 26, 2008.
		Consolidated Statements of Cash Flows - years ended July 31, 2010, July 25, 2009 and July 26, 2008.
		Notes to consolidated financial statements.
		The consolidated financial statements above and the Report of Independent Registered Public Accounting Firm have been incorporated by reference from the Company's Annual Report to Shareholders for the fiscal year ended July 31, 2010.
	2.	Financial Statement Schedules:
		All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
	3.	Exhibits

15

EXHIBIT INDEX

Exhibit No.	3	3.1	Certificate of Incorporation*
		3.2	By-laws*
Exhibit No.	4	Instruments defining the rights of security holders:
		4.5	Note Purchase Agreement dated September 16, 1999*
		4.6	Loan Agreement dated September 16, 1999*
		4.7	First Amendment to Loan Agreement*
		4.8	Second Amendment to Loan Agreement*
Exhibit No.	10	Material Contracts:
		10.1	Wakefern By-Laws
		10.2	Stockholders Agreement dated February 20, 1992 between the Company and Wakefern Food Corp.*
		10.3	Voting Agreement dated March 4, 1987*
		10.6	Employment Agreement dated May 28, 2004*
		10.7	Supplemental Executive Retirement Plan*
		10.8	2004 Stock Plan*
Exhibit No.	13	Annual Report to Security Holders
Exhibit No.	14	Code of Ethics
Exhibit No.	21	Subsidiaries of Registrant
Exhibit No.	23	Consent of KPMG LLP
Exhibit No.	31.1	Certification
Exhibit No.	31.2	Certification
Exhibit No.	32.1	Certification (furnished, not filed)
Exhibit No.	32.2	Certification (furnished, not filed)

*  The following exhibits are incorporated by reference from the following previous filings:

Form 10-Q for January 2009: 4.8

Form 10-K for 2004: 3.2, 4.7, 10.7

DEF 14A proxy statement filed October 25, 2004: 10.8

Form 10-Q for April 2004: 10.6

Form 10-K for 1999: 4.5, 4.6

Form 10-K for 1993: 3.1, 10.2 and 10.3

16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
By:  /s/	Kevin Begley	By:/s/	James Sumas
	Kevin Begley		James Sumas
	Chief Financial &		Chief Executive Officer
	Principal Accounting Officer
Date:	October 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated:

		Village Super Market, Inc.
/s/	James Sumas	/s/	Stephen Rooney
	James Sumas, Director		Stephen Rooney, Director
	October 12, 2010		October 12, 2010
/s/	Robert Sumas	/s/	William Sumas
	Robert Sumas, Director		William Sumas, Director
	October 12, 2010		October 12, 2010
/s/	John P. Sumas	/s/	Peter Lavoy
	John P. Sumas, Director		Peter Lavoy, Director
	October 12, 2010		October 12, 2010
/s/	David C . Judge	/s/	Steven Crystal
	David C. Judge, Director		Steven Crystal, Director
	October 12, 2010		October 12, 2010
/s/	John J. Sumas	/s/	Nicholas J. Sumas
	John J. Sumas, Director		Nicholas J. Sumas, Director
	October 12, 2010		October 12, 2010
/s/	Kevin Begley
	Kevin Begley, Director
	October 12, 2010

17

EX-10.1

Exhibit 10-1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

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43

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48

49

50

EX-13

VILLAGE SUPER MARKET,INC.AND SUBSIDIARIES
Contents
Letter to Shareholders		2
Selected Financial Data		3
Unaudited Quarterly Financial Data		3
Management’s Discussion and Analysis of Financial Condition and Results of Operations.		4
Consolidated Balance Sheets		10
Consolidated Statements of Operations		11
Consolidated Statements of Shareholders’ Equity and Comprehensive Income		12
Consolidated Statements of Cash Flows		13
Notes to Consolidated Financial Statements		14
Management’s Report on Internal Control over Financial Reporting		27
Report of Independent Registered Public Accounting Firm		27
Stock Price and Dividend Information		28
Corporate Directory	Inside back cover

1

1

VILLAGE SUPER M ARKET, INC. AND SUBSIDIARIES

Dear Fellow Shareholders

The supermarket industry, and our customers, faced significant challenges this year. Our customers reacted to the weak economy and high unemployment by spending cautiously. Customers traded down to lower priced items, used more coupons, and bought more items on sale. The deflationary trend that began in the second half of fiscal 2009 continued in fiscal 2010.  As a result of these factors, same store sales declined .7% in fiscal 2010.

Despite these challenges, we achieved solid results in fiscal 2010.  Net income was $25.4 million, a decrease of 7%.   Excluding the $1.2 million estimated positive impact of a 53rd week this year and the $.7 million litigation charge last year, net income decreased 13%. This is the second highest net income in our Company’s 73 year history.  Sales increased 4.4% to $1.26 billion.

Village spent $20.2 million on capital expenditures in fiscal 2010.  On February 21, 2010, we opened a 62,700 sq. ft. replacement store in Washington, NJ.  We installed 1,000 solar panels on the roof of the Garwood store, reducing both carbon emissions and energy costs. Village has a high cash position and virtually no debt other than leases. This financial strength provides us the liquidity and flexibility to capitalize on any opportunities these difficult markets may provide us.

We continue to develop new ways to interact with customers to improve the shopping experience. Customers can now save on- line coupons directly to their PricePlus card. ShopRite®  introduced an app for smart phones this year enabling customers to browse our circular, create and edit shopping lists, and essentially bring the power of shoprite.com to smart phones.

We continue to create ways to provide more value to customers. ShopRite®  began selling a 90 day supply of over 300 generic drugs for $9.99 a year ago. This year we added a 30 day supply of certain generics for $3.99, and free generic diabetes drugs and antibiotics.

The Board increased the dividend again in fiscal 2010, distributing a total of $10.8 million to shareholders. The annualized dividend is currently $1.00 per Class A share and $.65 per Class B share.

While this is a challenging environment, Village’s performance has remained strong. Our 4,900 associates adapted to the difficult environment to continue to execute our priorities: offer a wide variety of high quality products at consistently low prices, provide superior customer service, create unique marketing initiatives, and continually improve our stores.

As always, we thank you for your support.

James Sumas,

Chairman of the Board

October 2010

2

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Selected Financial Data

(Dollars in thousands except per share and square feet data)

	July 31,			July 25,			July 26,			July 28,			July 29,
	2010			2009			2008			2007			2006
For year
Sales	$	1,261,825		$	1,208,097		$	1,127,762		$	1,046,435		$	1,016,817
Net income		25,381			27,255			22,543			20,503			16,487
Net income as a % of sales		2.01	%		2.26	%		2.00	%		1.96	%		1.62	%
Net income per share(1):
Class A common stock:
Basic	$	2.28		$	2.46		$	2.04		$	1.91		$	1.54
Diluted		1.88			2.02			1.67			1.56			1.26
Class B common stock:
Basic		1.48			1.60			1.33			1.24			1.00
Diluted		1.47			1.59			1.33			1.22			.99
Cash dividends per share
Class A		.970			.765			1.91			.345			.202
Class B		.631			.498			1.24			.224			.132

At year-end

Total assets	$	357,129		$	338,810		$	305,380		$	283,123		$	269,475
Long-term debt		41,831			32,581			27,498			21,767			27,110
Working capital		41,201			30,856			8,871			22,359			44,096
Shareholders’ equity		205,775			187,398			171,031			167,565			150,505
Book value per share		15.35			14.03			12.90			12.87			11.63
Other data
Same store sales increase (decrease)		(.7	%)		4.8	%		2.5	%		2.9	%		3.3	%
Total square feet		1,483,000			1,462,000			1,394,000			1,272,000			1,272,000
Average total sq. ft. per store		57,000			56,000			56,000			55,000			55,000
Selling square feet		1,171,000			1,155,000			1,103,000			1,009,000			1,009,000
Sales per average square foot of selling space	$	1,085		$	1,070		$	1,068		$	1,037		$	1,008
Number of stores		26			26			25			23			23
Sales per average number of stores	$	48,532		$	47,376		$	46,990		$	45,497		$	44,209
Capital expenditures	$	20,204		$	26,625		$	24,898		$	15,692		$	14,296

Unaudited Quarterly  Financial Data

(Dollars in thousands except per share amounts)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
2010
Sales	$	302,784	$	315,309	$	300,991	$	342,741	$	1,261,825
Gross profit		80,568		86,156		82,413		93,788		342,925
Net income		4,542		6,737		5,205		8,897		25,381
Net income per share:
Class A common stock:
Basic		.41		.61		.47		.80		2.28
Diluted		.34		.50		.39		.66		1.88
Class B common stock:
Basic		.27		.39		.30		.52		1.48
Diluted		.26		.39		.30		.51		1.47
2009
Sales	$	290,984	$	312,714	$	293,474	$	310,925	$	1,208,097
Gross profit		79,471		85,061		80,070		85,943		330,545
Net income		6,367		7,956		6,252		6,680		27,255
Net income per share(1):
Class A common stock:
Basic		.58		.72		.56		.60		2.46
Diluted		.47		.59		.46		.49		2.02
Class B common stock:
Basic		.38		.47		.37		.39		1.60
Diluted		.37		.46		.36		.39		1.59

Fiscal 2010 contains 53 weeks, with the additional week included in the fourth quarter. All other fiscal years contain 52 weeks.

(1)    Net income per share amounts for prior periods have been revised to reflect the adoption of a new accounting standard requiring share-based awards containing non-forfeitable rights to dividends be treated as participating securities. See note 1 to the consolidated financial statements.

3

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands except per share and per square foot data)

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”)  operates a chain  of  26  ShopRite  supermarkets in  New Jersey  and  northeastern  Pennsylvania.  Village  opened a replacement  store in Washington, NJ  on February 21, 2010. 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. This ownership interest in Wakefern provides Village many of the economies of scale in purchasing, distribution, advanced retail technology and  advertising associated with larger chains .

The Company’s stores, five of which are owned, average 57,000 total square  feet.  Larger store  sizes  enable Village to   offer  the  specialty departments  that  customers desire for   one-stop  shopping,  including pharmacies, natural and  organic  departments, ethnic and  international foods, and home meal replacement. During fiscal 2010, sales per store were $48,532 and sales per square foot of selling space were $1,085. Management  believes these figures are among the highest in the supermarket industry.

The  supermarket industry  is  highly competitive. The   Company competes directly with multiple retail formats, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, dollar stores and convenience stores.  Village competes by using low pricing, superior customer  service,  and  a  broad  range of  consistently available quality products, including ShopRite private labeled products. The ShopRite Price Plus card and the co-branded ShopRite credit card also strengthen customer loyalty.

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; and hourly labor rates.

During  fiscal 2010,  the  supermarket industry  was   impacted  by changing  consumer  behavior due  to  the  weak   economy  and  high unemployment.  Consumers are increasingly cooking meals at home,  but spending cautiously by trading  down  to  lower priced items, including private label, and concentrating their buying on sale items. The deflationary trend in  food prices that  began during the second half of fiscal 2009 continued in fiscal 2010. As a result of these trends, same  store sales, excluding  the 53rd week, declined .7% in fiscal 2010. This com pares to a same store sales increase in fiscal 2009 of 4.8%.

The Company’s  leasehold interest in the old Washington  store had been the subject of litigation related to the lease-end date, rent amounts and other matters. On July 30, 2009, the Company settled all litigation with the landlord and purchased the land and  building for $3,100. During the fourth quarter of fiscal 2009,  the Company recorded a pre-tax charge of $1,200 related to this litigation. This charge was based on the consideration paid in excess of the fair value of the property. In addition to settling the litigation, the purchase of the old Washington store property eliminated any potential time period between the closing of the old Washingto n store and the  opening  of the replacement store. The  property is currently being marketed for sale.

The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2010 contains 53 weeks. The inclusion of the 53rd week in fiscal 2010 had an estimated positive impact on net income of $1,200. Fiscal 2009 and 2008 contain 52 weeks.

RESULTS OF OPERATIONS

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

	July 31, 2010			July 25, 2009			July 26, 2008
Sales		100.00	%		100.00	%		100.00	%
Cost of sales		72.82			72.64			72.94
Gross profit		27.18			27.36			27.06
Operating and administrative expense		22.25			22.15			22.41
Depreciation and amortization		1.34			1.27			1.22
Operating income		3.59			3.94			3.43
Interest expense		(.29	)		(.25	)		(.26	)
Interest income		.16			.17			.27
Income before income taxes		3.46			3.86			3.44
Income taxes		1.45			1.60			1.44
Netincome		2.01	%		2.26	%		2.00	%

4

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial ConditionandResultsofOperations(Continued)

SALES

Sales were $1,261,825 in fiscal 2010, an increase of $53,728, or 4.4% from the prior year.  Sales increased  due to opening of the Marmora, NJ store on May 31, 2009 and the opening of the Washington, NJ replacement store on February 21, 2010.   In  addition, sales increased approximately $21,000, or 1.7%, due to fiscal 2010 containing 53 weeks. Same store sales, excluding the impact of the 53rd week, declined .7%.   Same store sales declined due to cannibalization from the opening of the Marmora store and reduced sales in three stores due to competitive store openings. In addition, sales were impacted in  fiscal 2010 by deflatio n and changing consumer behavior due to economic weakness, which has resulted in increased coupon usage, sale item penetration and trading down. Same store sales in the fourth quarter of fiscal 2010, excluding the 53rd week, were flat.  The Company expects same store sales, excluding the impact of the 53rd week, for fiscal 2011 to range from 0% to 2% as we expect the deflationary trend to end. 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 are included in same store sales immediately.

Sales were $1,208,097 in fiscal 2009, an increase of $80,335, or 7.1% from the prior year.  Sales increased primarily due to a  same store sales increase of 4.8%, a full year’s operations of the Galloway, NJ and Franklin, NJ stores, which opened on October  3, 2007 and November 7, 2007, respectively, and the opening of a new store in Marmora on May 31, 2009. Same store sales  increased 4.8% in fiscal 2009 due to higher sales at the Galloway and Franklin stores after their inclusion in same stores sales, and improved transaction counts at most stores. Inflation in the second half of fiscal 2009 was lower than inflation in fiscal 2008 and the first half of fiscal 2009.

GROSS  PROFIT

Gross profit as a percentage of sales decreased .18% in  fiscal  2010 compared to the prior year primarily due to decreased departmental gross margin percentages (.22%),  higher  promotional spending (.14%)  and increased warehouse  assessment  charges from Wakefern (.07%).   These decreases  were partially offset by higher patronage dividends (.12%), a LIFO benefit in fiscal 2010 compared to a charge in 2009  (.11%) and improved product mix (.04%).

Gross profit as a percentage of sales increased .30% in  fiscal  2009 compared to the prior year, principally due to improved departmental gross margin percentages, as changes in product  mix, promotional spending, warehouse assessment charges and LIFO charges had minimal impact on gross profit as a percentage of sales.

OPERATING AND  ADMINISTRATIVE EXPENSE

Operating and administrative expense increased .10% as a percentage of sales in fiscal 2010 compared to the prior year primarily due to increased fringe benefit (.18%) and snow  removal (.04%) costs,  and the loss of operating leverage from the .7% same store sales decline in the current year. These increases  were partially offset by the prior year including a charge (.10%)  for litigation related to  the old Washington store and leverage provided by the additional sales week in fiscal 2010.

Operating and administrative expense decreased .26% as a percentage of sales in fiscal 2009 compared to the prior year due to reduced payroll costs (.42%) and other operating leverage resulting from the 4.8% same store sales increase. These decreases were partially offset by a charge (.10%) for litigation related to the current Washington store in fiscal 2009 and the  prior year including refunds of property and liability insurance premiums (.07%).

DEPRECIATION AND  AMORTIZATION

Depreciation and amortization expense was $16,900, $15,319  and $13,713 in fiscal 2010, 2009 and 2008, respectively.   Depreciation and amortization expense increased in fiscal 2010 and 2009 compared to the prior years due to depreciation related to fixed asset additions, including the new stores.

INTEREST  EXPENSE

Interest expense was $3,660, $3,016 and $2,986 in fiscal 2010, 2009 and 2008, respectively. Interest expense increased in fiscal 2010 and 2009 compared to the prior years due to interest on the Marmora store financing lease, partially offset by lower interest expense due to payments on loans.

INTEREST  INCOME

Interest income was $2,020, $2,064 and $3,030 in fiscal 2010, 2009 and 2008, respectively.  Interest expense was similar in fiscal 2010 compared to fiscal 2009 as amounts invested and  interest rates were comparable. Interest income declined in fiscal 2009 due to lower interest rates received.

INCOME TAXES

The  Company’s  effective income tax rate was 41.8%, 41.5%  and 41.9% in fiscal 2010, 2009 and 2008, respectively.

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  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.

IMPAIRMENT

The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures for possible  impairment whenever events or changes in circumstances  indicate  that the carrying amount of assets may not  be  recoverable. Such review analyzes the  undiscounted estimated future cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If an impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups held for use to their carrying value.

Goodwill is tested for impairment at the end of each fiscal  year, or more frequently if circumstances dictate. Since the Company’s stock is not widely traded, management utilizes valuation techniques, such as earnings multiples, in addition to  the  Company’s  market capitalization to assess goodwill for  impairment. Calculating the fair value of a reporting unit requires the use of estimates. Management believes the fair value of Village’s one reporting unit exceeds its carrying value at July 31, 2010. Should the Company’s carrying value of its one reporting unit exceed its fair value, the amount  of any resulting goodw ill impairment may be  material to  the Company’s financial osition and results of operations.5

5

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial ConditionandResultsofOperations(Continued)

PATRONAGE  DIVIDENDS

As a stockholder of Wakefern, Village earns a share of  Wakefern’s earnings, which are distributed as a “patronage dividend” (see Note 3). This dividend is based on  a  distribution  of  substantially all of Wakefern’s operating profits for its fiscal year (which ends September 30) in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s  estimated proportion al  share of the dollar volume of business transacted with  Wakefern  that year. The amount of patronage dividends receivable based on these estimates were $8,758 and $7,446 at July 31, 2010 and July 25, 2009, respectively.

PENSION  PLANS

The  determination of  the  Company’s  obligation and  expense for Company-sponsored pension plans is  dependent, in  part,  on  Village’s selection of assumptions used by actuaries in  calculating  those amounts. These assumptions are described in Note 8 and include, among others, the discount rate, the expected long-term rate of return on plan assets and the rate of  increase in  compensation costs. Actual results that  differ from  the Company’s assumptions are accumulated and amortized over future periods and, therefore,  generally affect recognized expense in future periods. While management  believes that   its  assumptions are  appropriate, significant differences  in actual experience  or  significant  changes in the Company’s assumptions may materially affect cash flows, pension obligations and future expense.

The objective of the discount rate assumption is to reflect the rate at which the Company’s pension obligations could be effectively settled based on the expected timing and amounts of  benefits payable to participants under the plans. Our methodology for selecting the discount rate as of July 31, 2010 was to match the plans cash flows to that of a yield curve on high- quality fixed-income investments. Based on  this  method, we utilized a weighted-average discount rate of 5.19%  at July 31, 2010 compared to 5.87% at July 25, 2009. The 68 basis point dec rease in the discount rate, and a change in the mortality table utilized, increased the projected benefit obligation at July 31, 2010 by approximately $2,429. Village evaluated the expected long-term rate of return on plan assets of 7.5% and the expected increase in compensation costs of 4 to 4.5% and concluded no changes in these assumptions were necessary in estimating pension plan obligations and expense.

Sensitivity to changes in the major assumptions used in the calculation of the Company’s pension plans is as follows:

		Projected benefit
	Percentage	obligation	Expense
	point change	decrease (increase)	decrease (increase)
Discount rate	+/- 1.0%	$3,867 ($4,696)	$ 93 ($ 110)
Expected return on assets	+/- 1.0%	—	$ 229 ($ 229)

Village contributed  $3,045  and  $3,080  in  fiscal 2010  and  2009, respectively, to these Company-sponsored pension plans. Village expects to contribute $3,000 in fiscal 2011 to  these  plans. The  2010, 2009 and expected 2011 contributions are substantially all voluntary contributions.

SHARE-BASED EMPLOYEE  COMPENSATION

All share-based payments to employees are recognized in the financial statements as compensation expense based on the fair market value on the date of grant. Village determines the fair  market value of stock option awards using the Black-Scholes option pricing model. This option pricing model incorporates  certain assumptions, such as a risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate.

UNCERTAIN TAX  POSITIONS

The  Company  is  subject  to  periodic  audits  by  various   taxing authorities. These audits may challenge certain of the  Company’s  tax positions such as the timing and amount of deductions and the allocation of income to various tax jurisdictions. Accounting for these uncertain tax positions requires significant management judgment. Actual results could materially  differ from these estimates and could significantly  affect the effective tax rate and cash flows in future years.

LIQUIDITYandCAPITALRESOURCES

CASH FLOWS

Net cash provided by operating activities was $35,313 in fiscal 2010 compared to $47,863 in fiscal 2009. This decrease is primarily attributable to a decrease in payables in fiscal 2010 compared to an increase in payables in fiscal 2009.  The changes in payables balances outstanding were due to differences in the timing of payments.

During fiscal 2010, Village used cash to fund capital expenditures of $20,204,  dividends of $10,820 and debt payments of $5,448.    Capital expenditures include the completion of construction and equipment for the replacement store in Washington, installation of a solar energy system at the Garwood store, and several small remodels. Debt payments include the final installment of $4,286 on Village’s unsecured Senior Notes.

Net cash provided by operating activities was $47,863 in fiscal 2009 compared to $45,339 in fiscal 2008. This increase is primarily attributable to improved net income and higher depreciation in fiscal 2009 and a smaller increase in  inventories   in   fiscal 2009  than  in  fiscal 2008.  These improvements were partially offset by a smaller increase in payables in fiscal 2009 than in fiscal 2008.  Inventories  increased less in fiscal 2009 than in fiscal 2008 due to the addition of only one new store  in fiscal 2009 compared to  two new stores in fiscal 2008.  The  changes in payables balances outstanding are due to differences in the timing of payments.

During fiscal 2009, Village used cash to fund capital expenditures of $26,625,  dividends of $8,471 and debt payments of $5,618.  Capital expenditures consisted primarily of construction and equipment for the new store in Marmora, NJ, which opened May 31, 2009, and construction of the replacement store in Washington, NJ. Debt payments made include the sixth installment of $4,286 on Village’s unsecured Senior Notes.6

6

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial ConditionandResultsofOperations(Continued)

LIQUIDITY andDEBT

Working capital was $41,201, $30,856 and $8,871 at July 31, 2010, July 25, 2009 and July 26, 2008, respectively. Working capital ratios at the same dates were 1.49, 1.33 and 1.10 to one, respectively. The increased working capital in fiscal 2010 is primarily due to a reduction in short term notes payable and accounts payable. The Company’s working capital needs are reduced since inventory is generally sold before payments to Wakefern and other suppliers are due.

Village has budgeted approximately $12,000 for capital expenditures in fiscal 2011. Planned expenditures include the purchase of land for future development and several small remodels.  The Company’s primary sources of liquidity in fiscal 2011 are expected to be cash and cash equivalents on hand at July 31, 2010 and operating cash flow generated in fiscal 2011.

At July 31,  2010,  the  Company had a $18,204  15-month  note receivable due from Wakefern earning a fixed  rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment on the due date. This note currently is scheduled to mature on  August 30, 2011. On  December 8, 2009, a $15,822 note receivable from Wakefern matured and is currently invested in overnight deposits at Wakefern.

On  December 19, 2008, Village amended its unsecured  revolving credit agreement, which would have expired on September 16, 2009.  The amended  agreement  increased the   maximum  amount  available for borrowing to $25,000 from  $20,000.   This loan agreement expires on December 31, 2011 with two one-year extensions available if exercised by both  parties. Other  terms of  the  amended  revolving loan agreement, including covenants, are similar to the previous agreement. 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 July 31, 2010 or July 25, 2009 under this facility.

The revolving loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net  worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 31, 2010, the Company was in compliance with all terms and covenants of the revolving loan  agreement.  Under  the  above  covenants,   Village had approximately  $118,000 of net worth available  at  July 31, 2010 for the payment of dividends.

During fiscal 2010, Village paid cash dividends of $10,820.  Dividends in fiscal 2010 consist of $.97 per Class A common share and $.631 per Class B common share.

During fiscal 2009, Village paid cash dividends of $8,471. Dividends in fiscal 2009 consist of $.765 per Class A common share and $.498 per Class B common share.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The table below presents significant contractual obligations of the Company at July 31, 2010:

	Payments due by fiscal period
	2011		2012		2013		2014		2015		Thereafter		Total
Capital and financing  leases (2)	$	4,025	$	4,025	$	4,025	$	4,285	$	4,475	$	92,946	$	113,781
Operating leases (2)		8,788		7,601		6,505		5,957		5,658		50,831		85,340
Notes payable to
Related party		341		347		365		365		264		139		1,821
	$	13,154	$	11,973	$	10,895	$	10,607	$	10,397	$	143,916	$	200,942

(1)	In addition, the Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern (see Note 3).
(2)	The above amounts for capital, financing and operating  leases include interest, but do not include certain obligations under these leases for other charges. These charges consisted of the following in fiscal 2010: Real estate taxes - $3,892; common area maintenance -$2,256; insurance - $218; and contingent rentals - $932.
(3)	Pension plan funding requirements are excluded from the above table as estimated contribution amounts for future years are uncertain. Required future contributions will be determined by, among other factors, actual investment performance of plan assets, interest rates required to be used to calculate pension obligations, and changes in legislation. The Company expects to contribute $3,000 in fiscal 2011 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $3,045 in fiscal 2010. The table also excludes contributions under various multi-employer pension plans, which totaled $5,895 in fiscal 2010.
(4)	The amount of unrecognized tax benefits of $6,662 at July 31, 2010 has been excluded from this table because a reasonable estimate of the timing of future tax settlements cannot be determined.

7

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial ConditionandResultsofOperations(Continued)

RECENTLY  ISSUED  ACCOUNTING STANDARDS

In June 2009, new accounting standards were issued which change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  These standards are effective beginning August 1, 2010 and earlier application is prohibited. We are currently evaluating the impact these standards may have on our consolidated financial position and results of operations.

RECENTLY  ADOPTED  ACCOUNTING STANDARDS

Effective July 26, 2009, the Company adopted a new  accounting standard defining fair value and establishing a framework for measurement of fair value for non-financial assets and liabilities that are not remeasured at fair value on a recurring  basis. This includes fair value calculated in impairment  assessments of  goodwill and  other  long-lived assets. The adoption had no impact on the Company’s consolidated financial position or results of operations

On July 26, 2009, the Company adopted a new accounting standard requiring unvested share-based payment awards that contain nonforfeitable rights to  dividends be treated as  participating  securities and  therefore included in computing net income per share using the two-class method. All prior period net income per share data has been adjusted to reflect the new standard.

OUTLOOK

This annual report 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:   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 range from 0% to 2% in fiscal  2011, excluding the impact of the 53rd week that occurred in fiscal 2010.

● During fiscal 2010, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment. Consumers  are  increasingly cooking  meals   at   home,  but  spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items. Management expects these trends to continue at least through the first half of fiscal 2011.

● We expect slight retail price inflation in fiscal 2011. Fiscal 2010 was deflationary.

● We have budgeted $12,000 for capital expenditures in fiscal 2011, which includes the purchase of land for future development and several small remodels.

● 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 2011 to be 41-42%.

● We expect operating expenses will be affected by increased costs in certain areas, such as medical and pension costs, and credit card fees.

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 cost and lower operating expenses than we do.

● The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole. Economic conditions such as inflation, deflation, interest rates, energy costs and unemployment rates may adversely affect our sales and profits.

● 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 co uld have an adverse effect on Village’s results of operations.

● Approximately 93% 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 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.

8

8

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial ConditionandResultsofOperations(Continued)

● We believe a number 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 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 and the actual return on assets held in the plans, among other factors.

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

RELATED PARTY TRANSACTIONS

The Company holds an investment in Wakefern, its principal supplier. Village purchases substantially all of its merchandise  from Wakefern in accordance with the Wakefern Stockholder  Agreement. As part of this agreement, Village  is required to  purchase certain amounts of Wakefern common stock. At July 31, 2010, the Company’s indebtedness to Wakefern for the  outstanding  amount of this stock subscription was $1,821. The maximum per store investment, which is currently $750, increased by $25 in both fiscal 2010 and 2009, resulting in additional investments of $590 and $550, respectively. Wakefern distributes as a “patronage dividend” to each member a share of its earnings in proportion to the dollar volume of purchas es by  the  member  from  Wakefern during  the  year. Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Additional information  is provided in Note 3 to the consolidated financial statements.

At July 31,  2010,  the  Company had  a $18,204  15-month  note receivable due from Wakefern earning a fixed  rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment  on the due date. This note currently is scheduled to mature on  August 30,  2011.  On  December 8,  2009,  a $15,822  note receivable from Wakefern matured and is currently invested in  overnight deposits at Wakefern.

At July 31, 2010, Village had demand deposits invested at Wakefern in the amount of $51,174. These deposits earn overnight money market rates.

On August 11, 2007, the Company acquired the fixtures and lease of a store location in Galloway Township, NJ from Wakefern for $3,500.

The  Company subleases the  Galloway and  Vineland stores  from Wakefern at combined current annual rents of $1,227. Both leases contain normal periodic rent increases and options to extend the lease.

Village leases a supermarket from a realty firm partly owned by officers of Village. The Company paid rent to this related party of $595 in fiscal years 2010, 2009 and 2008. This lease expires in fiscal 2016 with options to extend at increasing annual rents.

The Company has ownership interests in three real estate partnerships.  Village paid aggregate rents to two of these partnerships for leased stores of approximately $781, $750 and $727 in fiscal years 2010, 2009 and 2008, respectively.

IMPACT OF INFLATION AND  CHANGING PRICES

Although the Company cannot accurately determine the precise effect of inflation or deflation on its operations, it estimates that product prices overall experienced deflation in fiscal 2010 compared to inflation in fiscal 2009 and 2008. The Company recorded a pre-tax LIFO benefit of $418 in fiscal 2010 compared to a pre-tax LIFO charge of $964 and $742 in fiscal 2009 and 2008, respectively. The Company calculates LIFO based on CPI indices published by the Department of Labor, which indicated weighted- average CPI changes of (1.3%), 3.3%, and 2.7% in fiscal 2010, 2009 and 2008, respectively.

MARKET  RISK

At July 31, 2010, the Company had demand deposits of $51,174 at Wakefern earning interest at overnight money  market  rates, which are exposed to the impact of interest rate changes.

At July 31,  2010  the  Company had  a  $18,204  15-month  note receivable due from Wakefern earning a fixed  rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment  on the due date. This note currently is scheduled to mature on August 30, 2011.

9

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

	July 31,		July 25,
	2010		2009
ASSETS
Current Assets
Cash and cash equivalents	$	69,043	$	54,966
Merchandise inventories		36,256		34,273
Patronage dividend receivable		8,758		7,446
Note receivable from Wakefern		—		15,684
Other current assets		11,825		12,189
Total current assets		125,882		124,558
Note receivable from Wakefern		18,204		16,983
Property, equipment and fixtures, net		175,286		162,261
Investment in Wakefern		20,263		19,673
Goodwill		10,605		10,605
Other assets		6,889		4,730
	$	357,129	$	338,810

LIABILITIES and SHAREHOLDERS’ EQUITY
Current Liabilities
Notes payable	$	—		$	4,286
Capital and financing lease obligations		13			269
Notes payable to Wakefern		341			269
Accounts payable to Wakefern		47,088			53,487
Accounts payable and accrued expenses		12,609			14,558
Accrued wages and benefits		11,825			11,481
Income taxes payable		12,805			9,352
Total current liabilities		84,681			93,702
Long-term Debt
Capital and financing lease obligations		40,351			30,752
Notes payable to Wakefern		1,480			1,829
Total long-term debt		41,831			32,581
Deferred income taxes		1,372			2,397
Pension liabilities		18,299			17,315
Other liabilities		5,171			5,417
Commitments and Contingencies (Notes 3, 4, 5, 6 and 9)
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 7,541 shares at July 31, 2010 and 7,538 shares at July 25, 2009		32,434			28,982
Class B common stock, no par value:
Authorized 20,000 shares; issued and outstanding 6,376 shares		1,035			1,035
Retained earnings		185,790			171,229
Accumulated other comprehensive loss		(10,421	)		(10,535	)
Less treasury stock, Class A, at cost (513 shares
at July 31, 2010 and 555 shares at July 25, 2009)		(3,063	)		(3,313	)
Total shareholders’ equity		205,775			187,398
	$	357,129		$	338,810

See notes to consolidated financial statements.

10

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share amounts)

	July 31, 2010			Years ended July 25, 2009			July 26, 2008
Sales	$	1,261,825		$	1,208,097		$	1,127,762
Cost of sales		918,900			877,552			822,564
Gross profit		342,925			330,545			305,198
Operating and administrative expense		280,767			267,667			252,739
Depreciation and amortization		16,900			15,319			13,713
Operating income		45,258			47,559			38,746
Interest expense		(3,660	)		(3,016	)		(2,986	)
Interest income		2,020			2,064			3,030
Income before income taxes		43,618			46,607			38,790
Income taxes		18,237			19,352			16,247
Net income	$	25,381		$	27,255		$	22,543
Net income per share: Class A common stock:
Basic	$	2.28		$	2.46		$	2.04
Diluted	$	1.88		$	2.02		$	1.67
Class B common stock:
Basic	$	1.48		$	1.60		$	1.33
Diluted	$	1.47		$	1.59		$	1.33

Seenotestoconsolidatedfinancial state ments.

11

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity and Comprehensive Income

(in thousands)

Years ended July 31, 2010, July 25, 2009 and July 26, 2008

												Accumulated
	Class A				Class B							other			Treasury stock						Total
	Common stock				Common stock				Retained			comprehensive			Class A						shareholders’
	Shares issued		Amount		Shares issued		Amount		earnings			gain (loss)			Shares			Amount			equity
Balance, July 28, 2007		7,272	$	22,649		6,376	$	1,035	$	150,596		$	(4,526	)		624		$	(2,189	)	$	167,565
Net income		—		—		—		—		22,543			—			—			—			22,543
Recognition of pension actuarial loss, net of tax of $188		—		—		—		—		––			283			—			—			283
Reduction of pension liability, net of tax of $115		—		—		—		—		––			172			—			—			172
Comprehensive income																						22,998
Uncertain tax position adjustment		—		—		—		—		399			—			—			—			399
Dividends		—		—		—		—		(21,093	)		—			—			—			(21,093	)
Exercise of stock options		—		236		—		—		—			—			(62	)		352			588
Treasury stock purchases		—		—		—		—		—			—			80			(1,999	)		(1,999	)
Share-based compensation expense		250		1,725		—		—		––			—			—			—			1,725
Excess tax benefits from exercise of stock options and restricted share vesting		—		848		—		—		—			—			—			—			848
Balance, July 26, 2008		7,522		25,458		6,376		1,035		152,445			(4,071	)		642			(3,836	)		171,031
Net income		—		—		—		—		27,255			—			—			—			27,255
Recognition of pension actuarial loss, net of tax of $201		—		—		—		—		––			303			—			—			303
Increase in pension liability, net of tax of $4,511		—		—		—		—		––			(6,767	)		—			—			(6,767	)
Comprehensive income																						20,791
Dividends		—		—		—		—		(8,471	)		—			—			—			(8,471	)
Exercise of stock options		—		406		—		—		—			—			(87	)		523			929
Share-based compensation expense		16		2,573		—		—		––			—			—			—			2,573
Excess tax benefits from exercise of stock options and restricted share vesting		—		545		—		—		—			—			—			—			545
Balance, July 25, 2009		7,538		28,982		6,376		1,035		171,229			(10,535	)		555			(3,313	)		187,398
Net income		—		—		—		—		25,381			—			—			—			25,381
Recognition of pension actuarial loss, net of tax of $496		—		—		—		—		––			744			—			—			744
Increase in pension liability, net of tax of $420		—		—		—		—		––			(630	)		—			—			(630	)
Comprehensive income																						25,495
Dividends		—		—		—		—		(10,820	)		—			—			—			(10,820	)
Exercise of stock options		—		236		—		—		—			—			(42	)		250			486
Share-based compensation expense		3		2,929		—		—		––			—			—			—			2,929
Excess tax benefits from exercise of stock options and restricted share vesting		—		287		—		—		—			—			—			—			287
Balance, July 31, 2010		7,541	$	32,434		6,376	$	1,035	$	185,790		$	(10,421	)		513		$	(3,063	)	$	205,775

1Seenotestoconsolidatedfinancial statements.

12

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

				Years ended
	July 31, 2010			July 25, 2009			July 26, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25,381		$	27,255		$	22,543
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		16,900			15,319			13,713
Non-cash share-based compensation		2,929			2,573			1,725
Deferred taxes		(900	)		(16	)		58
Provision to value inventories at LIFO		(418	)		964			742
Changes in assets and liabilities:
Merchandise inventories		(1,565	)		(2,164	)		(4,023	)
Patronage dividend receivable		(1,312	)		(568	)		(478	)
Accounts payable to Wakefern		(6,399	)		1,142			10,435
Accounts payable and accrued expenses		(1,949	)		885			(2,084	)
Accrued wages and benefits		344			1,459			1,295
Income taxes payable		3,453			311			3,177
Other assets and liabilities		(1,151	)		703			(1,764	)
Net cash provided by operating activities		35,313			47,863			45,339
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(20,204	)		(26,625	)		(24,898	)
Maturity of (investment in) note receivable from Wakefern		14,463			(1,546	)		(1,880	)
Acquisition of Galloway store assets		—			—			(3,500	)
Net cash used in investing activities		(5,741	)		(28,171	)		(30,278	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of construction loan		—			—			6,776
Proceeds from exercise of stock options		486			929			588
Excess tax benefit related to share-based compensation		287			545			848
Principal payments of long-term debt		(5,448	)		(5,618	)		(6,138	)
Dividends		(10,820	)		(8,471	)		(21,093	)
Treasury stock purchases		—			—			(1,999	)
Net cash used in financing activities		(15,495	)		(12,615	)		(21,018	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		14,077			7,077			(5,957	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		54,966			47,889			53,846
CASH AND CASH EQUIVALENTS, END OF YEAR	$	69,043		$	54,966		$	47,889
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	3,771		$	3,150		$	3,142
Income taxes	$	15,171		$	18,527		$	13,457
NONCASH SUPPLEMENTAL DISCLOSURES:
Financing and capital lease obligations	$	9,638		$	9,144		$	2,684
Investment in Wakefern	$	590		$	1,382		$	1,900

Seenotestoconsolidatedfinancial statements .13

13

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 — SUMMARY of SIGNIFICANT ACCOUNTING POLICIES

(All amounts are in thousands, except per share and sq. ft. data)

Nature of operations

Village Super Market, Inc. (the “Company” or “Village”)  operates a chain of 26 ShopRite supermarkets in New Jersey and eastern Pennsylvania. The Company is a member of Wakefern Food Corporation (“Wakefern”), the largest retailer-owned food cooperative in the United States.

Principles of consolidation

The consolidated financial statements include the accounts of Village Super  Market,  Inc.  and  its  subsidiaries, which  are   wholly owned. Intercompany balances and transactions have been eliminated.

Fiscal year

The  Company and its subsidiaries utilize a 52-53 week  fiscal year ending on the last Saturday in the month of July. Fiscal 2010 contains 53 weeks. Fiscal 2009 and 2008 contain 52 weeks.

Reclassifications

Certain  amounts  have  been  reclassified in  the  2009  and   2008 consolidated balance sheets and statements of cash flows to conform to the 2010 presentation.

Industry segment

The Company consists of one operating segment, the retail sale of food and nonfood products.

Revenue recognition

Merchandise  sales are recognized at the point of sale to the customer. Sales tax is excluded from  revenue. Discounts  provided to  customers through  ShopRite coupons and  loyalty  programs are recognized as a reduction of sales as the products are sold.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less and proceeds due from credit and debit card transactions with settlement terms  of less than five days to be cash equivalents. Included in cash and cash equivalents at July 31, 2010 and July 25,  2009  are $51,174  and  $37,764,  respectively, of demand  deposits invested at Wakefern at overnight money market rates.

Merchandise inventories

Approximately 67% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $13,829 and $14,247 higher than  reported in  fiscal 2010  and  2009,  respectively. All other inventories are stated at the lower of FIFO cost or market.

Vendor allowances and rebates

The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to  the Company’s  buying and  merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed.

Property, equipment and fixtures

Property, equipment and fixtures are recorded at cost.  Interest cost incurred to finance construction  is capitalized as part of the cost of the asset. Maintenance and repairs are expensed as incurred.

Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, ten years for store fixtures and equipment, and three years for vehicles. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets.

When  assets are  sold  or  retired,  their  cost  and   accumulated depreciation are removed from the accounts, and any gain or loss is reflected in the consolidated financial statements.

Investments

The Company’s investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities.

The  Company’s  20%-50%  investments  in  certain  real   estate partnerships are  accounted  for  under  the  equity   method.  One  of these partnerships is a variable interest entity  which does not  require consolidation as Village is not the primary beneficiary (see Note 6).

Store opening and closing costs

All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and  related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate.

Leases

Leases that meet certain criteria are classified as capital leases, and assets and liabilities are recorded at amounts equal to the lesser of the present value of the minimum lease payments or the fair value of the leased properties at the inception of the respective leases. Such assets are amortized  on a straight- line basis over the shorter of the related lease terms or the estimated useful lives of the related assets. Amounts representing interest expense relating to the lease obligations are recorded to effect constant rates of interest over the terms of the leases. Leases that do not qualify as capital leases are classified as operating  leases. The Company accounts for rent holidays, escalating rent provisions, and construction allowances  on a straight-line basis over the term of the lease.

For leases in which the Company is involved with the construction of the store, if Village concludes that it has  substantively all of the risks of ownership during construction of  the  leased property and  therefore is deemed the owner of the  project for accounting purposes, an asset and related financing obligation are recorded for the costs paid by the landlord. Once construction is complete, the Company considers the requirements for sale-leaseback treatment. If the arrangement does not qualify for sale- leaseback treatment, the Company amortizes the financing obligation and depreciates the building over the lease term.14

14

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 1 — SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising

Advertising costs are expensed as incurred. Advertising  expense was $8,972, $8,449, and $8,284 in fiscal 2010, 2009 and 2008, respectively.

Income taxes

Deferred tax assets and liabilities are recognized for the  future tax consequences attributable to differences  between the  financial statement carrying amounts of existing assets and  liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company recognizes a tax benefit for uncertain tax positions if it is “more likely than not” that  the position is  sustainable, based on its technical merits.  The tax benefit of a  qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement  with a taxing authority having full knowledge of all relevant information.

Use of estimates

In conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Some of the more significant estimates are patronage dividends, pension accounting assumptions, share-based compensation assumptions, accounting for uncertain tax positions, accounting for contingencies and the impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that  should be determined using assumptions that  market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the  hierarchy range from Level 1 having the highest priority to Level 3 having the lowest.

Cash and cash equivalents, patronage dividends receivable,  accounts payable and accrued expenses are reflected in the  consolidated financial statements at carrying value, which approximates fair value because of the short-term  maturity of  these instruments. The  carrying values of  the Company’s notes receivable from Wakefern and short and long-term notes payable approximate their fair value based on the current rates available to the Company for similar instruments. As the Company’s  investments in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s  cost, it is not practicable to  estimate the fair value of such investments.

Long-lived assets

The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes  the undiscounted  estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If an impairment is indicated, it is measured by comparing the fair value of the long-lived assets to their carrying value.

Goodwill

Goodwill is tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. An impairment loss is recognized to the extent that the carrying amount of  goodwill exceeds its implied fair value. Village operates as a single reporting unit for purposes of evaluating goodwill for impairment  and primarily considers earnings multiples and other valuation techniques to measure fair value, in addition to the value of the Company’s stock, as its stock is not widely traded.15

15

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 1 — SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

On July 26, 2009, the Company adopted a new accounting standard requiring unvested share-based payment awards that contain nonforfeitable rights to  dividends be treated as  participating  securities and  therefore included in computing net income per share using the two-class method. All prior period net income per share data has been adjusted to reflect the new standard.  Net income per share amounts for the prior year periods as previously reported were as follows:

	2009				2008
	ClassA		ClassB		ClassA		ClassB
Basic	$	2.52	$	1.64	$	2.11	$	1.38
Diluted	$	2.06	$	.1.61	$	1.71	$	1.38

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

	2010					2009					2008
	Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	15,351	$	9,435		$	16,422	$	10,201		$	13,245	$	8,491
Conversion of Class B to Class A shares		9,435		—			10,201		—			8,491		—
Effect of share-based compensation
on allocated net income		59		(57	)		78		(93	)		6		(9	)
Net income allocated, diluted	$	24,845	$	9,378		$	26,701	$	10,108		$	21,742	$	8,482
Denominator:
Weighted average shares
outstanding, basic		6,740		6,376			6,665		6,376			6,495		6,376
Conversion of Class B to Class A shares		6,376		—			6,376		—			6,376		—
Dilutive effect of share-based compensation		119		—			148		—			181		—
Weighted average shares
outstanding, diluted		13,235		6,376			13,189		6,376			13,052		6,376

Net income per share is as follows:

	2010				2009				2008
	Class A		Class B		Class A		Class B		Class A		Class B
Basic	$	2.28	$	1.48	$	2.46	$	1.60	$	2.04	$	1.33
Diluted	$	1.88	$	1.47	$	2.02	$	1.59	$	1.67	$	1.33

Outstanding stock options to purchase Class A shares of 36, 6 and 208 were excluded from the calculation of diluted net income per share at July 31, 2010, July 25, 2009 and July 26, 2008, respectively, as a result of their anti-dilutive effect. In addition, 256, 266 and 251 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 July 31, 2010, July 25, 2009 and July 26,2008, respectively, due to their anti-dilutive effect.16

16

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 1 — SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-based compensation

All share-based payments to employees are recognized in the financial statements as compensation costs based on the fair market value on the date of the grant.

Benefit plans

The  Company recognizes  the funded status of its retirement  plans on the consolidated balance sheet. Actuarial gains or losses,  prior service costs or credits and transition obligations not  previously recognized are recorded as a component of Accumulated Other Comprehensive Income.

Recently issued accounting standards

In June 2009, new accounting standards were issued which change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. These standards are effective beginning August 1, 2010 and earlier application is prohibited. We are currently evaluating the impact these standards may have on our consolidated financial position and results of operations.

Recently adopted accounting standards

Effective July 26, 2009, the Company adopted a new  accounting standard defining fair value and establishing a framework for measurement of fair value for non-financial assets and liabilities that are not remeasured at fair value on a recurring  basis. This includes fair value calculated in impairment  assessments of  goodwill and  other  long-lived assets. The adoption had no impact on the Company’s consolidated financial position or results of operations

On July 26, 2009, the Company adopted a new accounting standard requiring unvested share-based payment awards that contain nonforfeitable rights to  dividends be treated as  participating  securities and  therefore included in computing net income per share using the two-class method. All prior period net income per share data has been adjusted to reflect the new standard.11

17

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

Property, equipment and fixtures are comprised as follows:

	July 31,  2010			July 25,  2009
Land and buildings	$	78,019		$	73,419
Store fixtures and equipment		154,113			140,476
Leasehold improvements		74,859			64,935
Leased property under capital leases		21,686			15,723
Construction in progress		—			11,127
Vehicles		1,756			1,606
		330,433			307,286
Accumulated depreciation		(149,008	)		(139,347	)
Accumulated amortization of property under capital leases		(6,139	)		(5,678	)
Property, equipment and fixtures, net	$	175,286		$	162,261

Amortization of leased property under capital and financing  leases is included in depreciation and amortization expense.

NOTE 3 — RELATED PARTY INFORMATION  - WAKEFERN

The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its  stockholder members, is 14.1%  of the  outstanding shares of Wakefern at  July 31,  2010.  The investment is pledged as collateral for any  obligations  to Wakefern. In addition, all obligations to  Wakefern  are personally guaranteed by the principal shareholders of Village.

The  Company  is  obligated  to  purchase  85%  of  its   primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request  that  the   Wakefern  Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments  are due  if Wakefern loses volume by reason of the  sale of Company stores or a merger with another entity. Village fulfilled the above obligation in  fiscal 2010,  ; 2009  and 2008.  The  Company also has an investment  of  approximately 7.7%   in  Insure-Rite, Ltd.,  a  Wakefern affiliated company,  that   provides Village with  liability and  property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 31, 2010, the Company’s indebtedness to Wakefern for the  outstanding  amount  of these stock subscriptions was $1,821. Installment payments are due as follows: 2011 - $341; 2012 - $347; 2013 - $365; 2014 - $365; 2015 - $264; and thereafter $139. The maximum per store investment, which is currently $750, increased by $25 in both fiscal 2010 and 2009, resulting in additional investments of $590 and  $550, respectively. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (September 30) of Wakefern calculated at the then book value of such shares. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner.

Village purchases substantially all of its merchandise from Wakefern. Wakefern distributes as a “patronage dividend” to each member a share of substantially all of its earnings in  proportion  to  the  dollar volume of purchases by the  member from  Wakefern during  the  year. Patronage dividends and other product incentives and rebates amounted to $18,193, $16,775, and $15,983, in fiscal 2010, 2009 and 2008, respectively.

Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and  property insurance, technology support and other store services.  Village incurred charges of $23,559, $23,353, and $22,168 from Wakefern in fiscal 2010, 2009 and 2008, respectively, for these services, which are reflected in operating and administrative expense in  the  consolidated   statements of  operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern.

At July 31,  2010,  the  Company had  a $18,204  15-month  note receivable due from Wakefern earning a fixed  rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment  on the due date. This note currently is scheduled to mature on  August 30,  2011.  On  December 8,  2009,  a $15,822  note receivable from Wakefern matured and is currently invested in  overnight deposits at Wakefern.

At July 31, 2010, the Company had demand deposits  invested at Wakefern in the amount of $51,174. These deposits earn overnight money market rates.

Interest income earned on investments with Wakefern was  $2,020, $2,064, and $3,030 in fiscal 2010, 2009 and 2008, respectively.

On August 11, 2007, the Company acquired the fixtures and lease of a new store location in Galloway Township, New Jersey from Wakefern for $3,500.

18

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 4 — DEBT

	July 31,		July 25,
	2010		2009
Senior Notes payable	$	—	$	4,286
Less current portion	$	—		4,286
	$	—	$	—

On  September 16, 1999, the Company issued $30,000 of  8.12% unsecured Senior Notes. The principal was paid in seven  equal annual installments beginning September 16, 2003 and  ending September 16, 2009.

On  December 19, 2008, Village amended its unsecured  revolving credit agreement, which would have expired on September 16, 2009.  The amended  agreement  increases the   maximum  amount  available for borrowing to $25,000 from  $20,000.   This loan agreement expires on December 31, 2011 with two one-year extensions available if exercised by both  parties.    Other  terms of the amended revolving loan agreement, including covenants, are similar to the previous agreement. 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& #8217;s  option, plus applicable  margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at July 31, 2010 or July 25, 2009 under this facility.

The revolving loan agreement provides for up to $3,000 of letters of credit ($1,958 outstanding at July 31, 2010), which secure obligations for self-insured workers’  compensation claims   from  1995  to  1998  and construction performance guarantees to municipalities.

This loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage  ratio and a positive net  income. At July 31, 2010, the Company was in  compliance  with all covenants of the revolving loan agreement. Under  the   above covenants, Village had  approximately $118,000  of net worth available at July 31, 2010 for the  payment of dividends.

NOTE 5 — INCOME TAXES

The components of the provision for income taxes are:

	2010			2009			2008
Federal:
Current	$	14,995		$	14,816		$	12,501
Deferred		(977	)		104			(152	)
State:
Current		4,142			4,552			3,688
Deferred		77			(120	)		210
	$	18,237		$	19,352		$	16,247

9

19

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows:

	July 31, 2010		July 25, 2009
Deferred tax assets:
Leasing activities	$	3,565	$	3,135
Federal benefit of uncertain tax positions		4,474		3,553
Compensation related costs		3,902		2,946
Pension costs		6,947		6,995
Other		1,030		1,560
Total deferred tax assets		19,918		18,189

Deferred tax liabilities:
Tax over book depreciation		14,511		13,960
Patronage dividend receivable		3,550		2,970
Investment in partnerships		950		950
Other		170		170
Total deferred tax liabilities		19,181		18,050
Net deferred tax asset (liability)	$	737	$	139

Current deferred tax assets of $2,630 and $2,753 are included in other current assets at July 31, 2010 and July 25, 2009, respectively. Current deferred tax liabilities of $521 and $217 are included in accounts payable and accrued expenses at July 31, 2010 and July 25, 2009, respectively.

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required at July 31, 2010 and July 25, 2009.

The effective income tax rate differs from the statutory federal income tax rate as follows:

	2010			2009			2008
Statutory federal income tax rate		35.00	%		35.00	%		35.00	%
State income taxes, net of federal tax benefit		6.3			6.2			6.5
Other		0.5			0.3			0.4
Effective income tax rate		41.80	%		41.50	%		41.90	%

Effective July 29, 2007, the Company adopted new accounting standards related to uncertain tax positions. The effect of adoption was to increase retained earnings by $399 and to decrease the accrual for uncertain tax positions by a corresponding amount at July 29, 2007.

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

	2010		2009
Balance at beginning of year	$	8,250	$	6,437
Additions based on tax positions related to the current year		1,999		1,813
Balance at end of year	$	10,249	$	8,250

Unrecognized tax benefits at July 31, 2010 and July 25, 2009 include tax positions of $6,662 and $5,362 (net of federal benefit), respectively, that would reduce the Company’s effective income tax rate, if recognized in future periods.

The Company recognizes interest and penalties on income taxes in income tax expense. The Company recognized $696, $630 and $592 related to interest and penalties on income taxes in fiscal 2010, 2009 and 2008, respectively. The amount of accrued interest and penalties included in the consolidated balance sheet was $2,784 and $2,088 at July 31, 2010 and July 25, 2009, respectively.

The state of New Jersey has audited the Company’s tax returns for fiscal 2002 through fiscal 2005. The state has assessed a tax deficiency related to nexus and the deductibility of certain payments between subsidiaries, which the Company is contesting. We anticipate this matter may be resolved within the next twelve months through the state’s appeal process. The ultimate resolution of this matter could significantly increase or decrease the total amount of the Company’s unrecognized tax benefits. An examination of the Company’s fiscal 2004 federal tax return was completed in fiscal 2006.20

20

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 6 — LEASES

Description of leasing arrangements

The Company leased twenty-one stores at July 31, 2010, including five that are capitalized for financial reporting purposes. The majority of initial lease terms range from 20 to 30 years.

Most of the Company’s  leases contain renewal options at  increased rents of five years each. These options enable Village to retain the use of facilities in  desirable operating areas. Management expects that  in  the normal course of business, most leases will be renewed or replaced by other leases. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on  maintenance and a percentage of sales in  excess of stipulated amounts.

Future minimum lease payments by year and in the aggregate for all non-cancelable leases with initial terms of one year or more consist of the following at July 31, 2010:

		Capital and financing		Operating
		leases		leases
	2011	$	4,025	$	8,788
	2012		4,025		7,601
	2013		4,025		6,505
	2014		4,285		5,957
	2015		4,475		5,658
	Thereafter		92,946		50,831
Minimum lease payments			113,781	$	85,340
Less amount representing interest			73,417
Present value of minimum lease payments			40,364
Less current portion			13
		$	40,351

The following schedule shows the composition of total rental expense for the following years:

	2010		2009		2008
Minimum rentals	$	8,269	$	8,560	$	7,768
Contingent rentals		933		947		814
	$	9,202	$	9,507	$	8,582

Under accounting standards,  Village was considered the owner of the Marmora land and building during the construction period as Village had an unlimited obligation to cover building construction costs over a certain amount. Upon  the completion of  construction, Village did not  meet the requirements to qualify for sale-leaseback treatment. Therefore, $9,144 of land, site costs and construction costs paid by the landlord were recorded as property and long-term debt during fiscal 2009.

Beginning in fiscal 2007, Village loaned the developer of the Franklin store a portion of the funds needed to prepare the site and construct the store. This loan reached a maximum amount of $6,776 during the first quarter of fiscal 2008 and was repaid in the second quarter of fiscal 2008. The developer loan is presented as capital expenditures in the financial statements as Village was considered  the owner of the building during the construction period. Upon completion of the construction, Village did not meet the requirements to qualify for sale-leaseback treatment. Therefore, the $6,776 construction loan and $2,684 of land and site costs paid by the landlord were recorded as property and long-term debt.

Related party leases

The Company leases a supermarket from a realty firm 30% owned by officers of Village. The Company paid rent to related  parties under this lease of $595 in fiscal 2010, 2009 and 2008. This lease expires in fiscal 2016 with options to extend at increasing annual rents.

The Company has ownership interests in three real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of $781, $750 and $727 in fiscal 2010, 2009 and 2008, respectively.

One of these partnerships is a variable interest entity, which  is not consolidated  as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33% of the partnerships profits and losses.

The Company leases the Galloway and Vineland stores from Wakefern under sublease agreements which provide for  combined  annual rent of $1,227. Both leases contain normal periodic rent increases and options to extend the lease.

21

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 7 — SHAREHOLDERS’ EQUITY

On December 5, 2008 and March 21, 2007, the Company’s Board of Directors declared two-for-one stock splits of the Class  A and Class B common stock.

The Company has two classes of common stock. Class A  common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share  basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will under the laws of intestacy or pursuant to  a resolution of the Board of  Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock co ntrol greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

The Company has authorized 10,000 shares of preferred  stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participations of any preferred stock issued.

Village has two share-based compensation plans, which are described below. The compensation cost charged against income for these plans was $2,929, $2,573, and $1,725 in fiscal 2010, 2009 and 2008, respectively. Total  income tax benefit recognized in  the  consolidated statements of operations for share-based compensation arrangements was $1,042, $900 and $538 in fiscal 2010, 2009 and 2008, respectively.

The 1997 Incentive and Non-Statutory Stock Option Plan (the “1997 Plan”) provided for the granting of options to purchase up to 1,000 shares of the  Company’s  Class A common stock by  officers, employees and directors of the Company as designated by the Board of Directors. The Plan requires incentive stock options to be granted at exercise prices equal to the fair value of Village’s stock at the date of grant (110% if the optionee holds more than 10% of the voting stock of the Company), while nonqualified options may be granted at an exercise price less than fair value. All options granted under this plan were at fair value, vest over a one-ye ar service period and are exercisable up to ten years from the date of  grant. There are no shares remaining for future grants under the 1997 Plan.

On December 10, 2004, the shareholders of the Company approved the Village Super Market, Inc. 2004 Stock Plan (the “2004 Plan”) under which awards of incentive and nonqualified  stock options and restricted stock may be made. There are  1,200  shares of Class A common stock authorized for issuance to employees and directors under the 2004 Plan. Terms and conditions of awards are determined by the Board of Directors. Option  awards are primarily granted at the fair value of the  Company’s stock at the date of grant, cliff vest three years from the grant date and are exercisable up to ten years from the date of grant. Restricted stock awards primarily cliff vest three years from the grant date.

The following table summarizes option activity under both plans for the following years:

	2010					2009					2008
	Shares			Weighted-average exercise price		Shares			Weighted-average exercise price		Shares			Weighted-average exercise price
Outstanding at beginning of year		417		$	18.21		486		$	16.54		372		$	11.05
Granted		29			27.43		18			26.14		180			25.33
Exercised		(42	)		11.64		(87	)		10.62		(62	)		9.47
Forfeited		—			—		—			—		(4	)		10.50
Outstanding at end of year		404		$	19.56		417		$	18.21		486		$	16.54
Options exercisable at end of year		177		$	11.69		190		$	10.13		250		$	10.05

22

22

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

As of July 31, 2010, the weighted-average remaining contractual term of options outstanding and options exercisable was 6.6 years and 4.9 years, respectively.  As of July 31, 2010, the aggregate intrinsic value of options outstanding and options exercisable was $3,170 and $2,763, respectively. The weighted-average grant date fair value of options granted was $5.18, $5.51, and $5.50 per share in fiscal 2010, 2009 and 2008, respectively. The total intrinsic value of options exercised was $671, $1,626, and $883 in fiscal 2010, 2009 and 2008, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted-average assumptions in the following table. The Company uses historical data for similar groups of empl oyees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

	2010		2009		2008
Expected life (years)	5.0		5.0		5.0
Expected volatility	28.0	%	28.0	%	28.0	%
Expected dividend yield	3.5	%	2.7	%	2.4	%
Risk-free interest rate	2.5	%	2.4	%	2.4	%

The following table summarizes restricted stock activity under the 2004 Plan for fiscal 2010, 2009 and 2008:

	2010					2009					2008
				Weighted-average					Weighted-average					Weighted-average
	Shares			grant date fair value		Shares			grant date fair value		Shares			grant date fair value
Nonvested at beginning of year		267		$	25.61		252		$	25.39		208		$	10.50
Granted		3			27.58		16			29.03		250			25.39
Vested		(13	)		25.25		(1	)		27.52		(206	)		10.50
Forfeited		—			—		—			—		—			—
Nonvested at end of year		257		$	25.65		267		$	25.61		252		$	25.39

As of July 31, 2010, there was $1,770 of total unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the above plans. That cost is expected to be recognized over a weighted-average period of .8 years. The total fair value of restricted shares vested during fiscal 2010, 2009 and 2008 was $371, $33 and $5,165, respectively.

Cash received from option exercises under all share-based compensation arrangements was $486, $929, and $588 in fiscal 2010, 2009 and 2008, respectively. The actual tax benefit realized for tax deductions from option exercises under share-based compensation arrangements  was $287, $545, and $283 in fiscal 2010, 2009 and 2008, respectively.

The Company declared and paid cash dividends on common stock as follows:

		2010		2009		2008
Per share:
Class A common stock	$	.970	$	.765	$	1.91
Class B common stock		.631		.498		1.24
Aggregate:
Class A common stock	$	6,795	$	5,299	$	13,155
Class B common stock		4,025		3,172		7,938
	$	10,820	$	8,471	$	21,093

Dividends paid in fiscal 2008 include special dividends totaling $16,578 paid in the third quarter, comprised of $1.50 per Class A common share and $.97 per Class B common share.3

23

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

NOTE 8 — PENSION PLANS

The Company sponsors four defined benefit pension plans. Two are tax-qualified plans covering members of unions. Benefits under these two plans are based on a fixed amount for each year of service. One is a tax-qualified plan covering nonunion associates. Benefits under this plan are based upon percentages of annual compensation. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives. The Company uses its fiscal year-end date as the measurement date for these plans.

Net periodic pension cost for the four plans include the following components:

	2010			2009			2008
Service cost	$	2,390		$	2,258		$	2,259
Interest cost on projected benefit obligation		2,309			2,124			1,835
Expected return on plan assets		(1,720	)		(1,736	)		(1,650	)
Amortization of gains and losses		1,231			496			454
Amortization of prior service costs		8			8			17
Net periodic pension cost	$	4,218		$	3,150		$	2,915

The  changes in  benefit obligations and  the  reconciliation of the  funded status of the  Company’s  plans to  the  consolidated  balance sheets were as follows:

	2010			2009
Changes in Benefit Obligation:
Benefit obligation at beginning of year	$	40,458		$	29,904
Service cost		2,390			2,258
Interest cost		2,309			2,124
Benefits paid		(443	)		(1,212	)
Actuarial loss		1,141			7,384
Benefit obligation at end of year	$	45,855		$	40,458
Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	23,143		$	23,433
Actual return on plan assets		1,811			(2,158	)
Employer contributions		3,045			3,080
Benefits paid		(443	)		(1,212	)
Fair value of plan assets at end of year	$	27,556		$	23,143
Funded status at end of year	$	(18,299	)	$	(17,315	)
Amounts recognized in the consolidated balance sheets:
Pension liabilities	$	(18,299	)	$	(17,315	)
Accumulated other comprehensive  loss, net of income taxes		(10,421	)		(10,535	)

Amounts included in Accumulated other comprehensive  loss (pre-tax):

Net actuarial loss	$	17,324	$	17,497
Prior service cost		24		33
	$	17,348	$	17,530

24

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

The Company expects approximately $1,559 of the net actuarial loss and $8 of the prior service cost to be recognized as a component of net periodic benefit costs in fiscal 2011.

The accumulated benefit obligations of the four plans were $36,517 and $32,020 at July 31, 2010 and July 25, 2009, respectively.

Assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:

	2010			2009			2008
Assumed discount rate – net periodic pension cost		5.87	%		7.01	%		6.25	%
Assumed discount rate – benefit obligation		5.19	%		5.87	%		7.01	%
Assumed rate of increase in compensation levels		4 - 4.5	%		4 - 4.5	%		4 - 4.5	%
Expected rate of return on plan assets		7.50	%		7.50	%		7.50	%

Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village. The Company’s overall investment strategy is to maintain a broadly diversified portfolio of stocks, bonds and money market instruments, that along with  periodic plan contributions, provide the necessary funds for ongoing benefit obligations. Expected rates of return on plan assets are developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the trusts, resulting in a weighted-average rate of return on plan assets. Equity returns were based primarily on historical returns of the S&P 500 Index. Fixed-income projected returns were based primarily on historical returns for the broad U.S. bond market. The tar get allocations for plan assets are 50-70% equity securities, 25-40% fixed income securities, and 0-10% cash. Asset allocations are reviewed periodically and appropriate rebalancing is performed.

Equity securities include investments in large-cap, small-cap and mid-cap companies located both in and outside the United States.   Fixed income securities include U.S. treasuries, mortgage-backed  securities and corporate bonds of companies from diversified industries. Investments in securities are made both directly and through mutual funds. In addition, one plan holds Class A common stock of Village in the amount of $621 at July 31, 2010.

Risk management is accomplished through diversification  across asset classes and fund strategies, multiple investment portfolios and investment guidelines. The plans do not allow for investments in derivative instruments.

The fair values of the pension assets at July 31, 2010 by asset category are as follows:

	Quoted Prices in Active Markets
	For Identical Assets (Level 1)
Asset Category
Cash	$	558
Equity securities:
Company stock		621
U.S large cap (1)		9,530
U.S. small/mid cap (2)		3,755
International (3)		2,865
Emerging markets (4)		517
Fixed income securities:
U.S treasuries (5)		7,019
Mortgage-backed (5)		1,184
Corporate bonds (5)		1,507
Total	$	27,556

(1)	Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.
(2)	Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded U.S. common stocks of small and medium cap companies.
(3)	Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.
(4)	Consists of mutual funds which invest in stocks in emerging markets around the world, primarily Brazil, Russia, China, Korea and Taiwan.
(5)	Includes directly owned securities and mutual funds.

25

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Continued)

Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:

FiscalYear
2011	$	4,780
2012		2,289
2013		3,553
2014		3,125
2015		4,158
2016 - 2020		15,526

The Company expects to contribute $3,000 in cash to all defined benefit pension plans in fiscal 2011.

The Company also participates in several multi-employer pension plans for which the fiscal 2010, 2009, and 2008 contributions were $5,895, $5,325, and $4,932, respectively. Based on the most recent information available, the Company believes a number of these multi-employer plans are underfunded. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur withdrawal liability to the plan, which represents the portion of the plan’s  underfunding that is allocable to the  withdrawing employer under 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 Village’s  requi red 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 and the actual return on assets held in the plans, among other factors.

The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $301, $279 and $276 in fiscal 2010, 2009, and 2008, respectively.

NOTE 9 — COMMITMENTS and CONTINGENCIES

The Company is involved in 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.

The Company’s leasehold interest in the old Washington store had been the subject of litigation related to the lease-end date, rent amounts and other matters. On July 30, 2009, the Company settled all litigation with the landlord and purchased the land and building for $3,100. During the fourth quarter of fiscal 2009, the Company recorded a pre-tax charge of $1,200 related to this litigation. This charge was based on the consideration paid in excess of the fair value of the property.26

26

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

MANAGEMENT’S  REPORT  ON  INTERNAL CONTROL OVER  FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that the Company’s internal control over financial reporting was effective as of July 31, 2010.

The Company’s independent registered public accounting firm has audited the accompanying consolidated financial statements and the Company’s internal control over financial reporting. The report of the independent registered public accounting firm is included below.

James Sumas	Kevin R. Begley
Chairman of the Board and	Chief Financial Officer
Chief Executive Officer

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Village Super Market, Inc.:

We have audited the accompanying consolidated balance sheets of Village Super Market, Inc.  and subsidiaries as of July 31, 2010 and July 25, 2009, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2010.  We also have audited Village Super Market, Inc.’s internal control over financial reporting as of July 31, 2010, based on criteria established in Internal< font style="DISPLAY: inline; FONT-STYLE: italic"> Control - IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Co mmission (COSO).  Village Super Market, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the consolidated financial statements included examining, on a  test basis, evidence supporting the amounts and disclosures  in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable  detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Village Super Market, Inc.  and subsidiaries as of July 31, 2010 and July 25, 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 2010, in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, Village Super Market, Inc.  maintained, in all material respects, effective internal control over financial reporting as of July 31, 2010, based on criteria established in InternalControl-IntegratedFrameworkissued by COSO.

 

Short Hills, New Jersey

October 12, 2010

1

27

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES

Stock Price and Dividend Information

The Class A common stock of Village Super Market, Inc. is traded on the NASDAQ Global Select Market under the symbol “VLGEA.” The table below sets forth the high and low last reported sales price for the fiscal quarter indicated.

	High		Low
2010
4th Quarter	$	27.98	$	24.37
3rd Quarter		28.51		24.66
2nd Quarter		31.05		26.57
1st Quarter		30.24		27.89
2009
4th Quarter	$	31.77	$	26.22
3rd Quarter		32.61		24.48
2nd Quarter		28.69		19.70
1st Quarter		25.75		20.09

As of October 1, 2010, there were approximately 700 holders of ClassA common stock.

During fiscal 2010, the Company declared cash dividends of $.97 per Class A common share and $.631 per Class B common share.

During fiscal 2009, the Company declared cash dividends of $.765 per Class A common share and $.498 per Class B common share.

On December 5, 2008, the Company declared a  two-for-one  stock split. All per share amounts have been  adjusted  for all periods to reflect the split.

28

VILLAGE  SUPER  MARKET,INC.AND SUBSIDIARIES

Village Super Market, Inc.

CORPORATE DIRECTORY

OFFICERS AND DIRECTORS

JAMES SUMAS

Chairman of the Board; Chief Executive Officer

Director

ROBERT SUMAS

President; Chief Operating Officer and Director

WILLIAM SUMAS

Vice Chairman of the Board; Executive Vice President; Director

JOHN P. SUMAS

Executive Vice President; Director

KEVIN BEGLEY

Chief Financial Officer and Treasurer; Director

NICHOLAS SUMAS

Vice President and Secretary; Director

JOHN J. SUMAS

Vice President and General Counsel; Director

STEVEN CRYSTAL

Director

DAVID C. JUDGE

Director

PETER R. LAVOY

Director

STEPHEN F. ROONEY

Director

EXECUTIVE OFFICES

733 Mountain Avenue

Springfield, New Jersey 07081

973-467-2200

REGISTRAR AND TRANSFER AGENT

American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

800-937-5449

AUDITORS

KPMG LLP

150 John F. Kennedy Parkway

Short Hills, New Jersey 07078

FORM 10-K

Copies of the Company’s Form 10-K as filed with the Securities and Exchange Commission are available without charge upon written request to:

Mr. Nicholas Sumas, Secretary

Village Super Market, Inc.

Springfield, New Jersey 07081

EX-14

Exhibit 14

VILLAGE SUPER MARKET, INC.

CODE OF ETHICS

In my role as a Director of Village Super Market, Inc., I recognize that I hold an important and elevated role in corporate governance.  I am uniquely capable and empowered to ensure that stakeholders’ interests are appropriately balanced, protected and preserved.  Accordingly, this Code provides principles to which I am expected to adhere and advocate.  The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the company, the public and other stakeholders.

I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:

1.	I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
2.	I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.
3.	I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
4.	I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.
5.	I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose.  Confidential information acquired in the course of my work is not used for personal advantage.
6.	I share knowledge and maintain skills important and relevant to my constituents’ needs.
7.	I proactively promote ethical behavior as a responsible partner among peers in my work environment and community.
8.	I achieve responsible use of and control over all assets and resources employed or entrusted to me.
9.	In addition, I comply with all aspects of the Village Supermarket Inc. Code of Conduct.
10.	I also agree that, if I should become aware of any violation of law or of this code by the Company or anyone acting on behalf of the Company, it is my responsibility to report the violation promptly to the Company's chief financial officer, general counsel, chief executive officer or the Audit Committee whistleblower hotline, as appropriate.  I understand that although the Company seeks to address any such matters internally, nothing in this Code prevents me from reporting any illegal activity to the appropriate legal authority.  I also understand that the Company will not discriminate or retaliate against me if I in good faith report such violation, and that I will not discriminate or retaliate against other employees who report violations.  Further, I understand that this Code does not prohibit me from testifying or otherwise participating in any proceeding or investigation that may follow.
11.	I acknowledge that violations of this code may subject me to disciplinary action, which could include termination.

__________________________

EX-21

Exhibit 21

SUBSIDIARIES OF REGISTRANT

The Company has three wholly-owned subsidiaries at July 31, 2010.  Village Super Market of PA, Inc. is organized under the laws of Pennsylvania.  Village Super Market of NJ, LP and Hanover and Horsehill Development, LLC are organized under the laws of New Jersey.

The financial statements of all subsidiaries are included in the Company’s consolidated financial statements.

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Village Super Market, Inc.:

We consent to the incorporation by reference in the Registration Statement (No. 2-86320) on Form S-8 of Village Super Market, Inc. of our report dated October 12, 2010, with respect to the consolidated balance sheets of Village Super Market, Inc. and subsidiaries as of July 31, 2010 and July 25, 2009, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2010, and the effectiveness of internal control over financial reporting as of July 31, 2010, which report is incorporated by reference from the July 31, 2010 annual report of Village Super Market, Inc.

/s/  KPMG LLP

Short Hills, New Jersey

October 12, 2010

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, James Sumas, certify that:

1.  I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of 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 quarter in the case of an annual report) that has materially effected, or is reasonably likely to materially effect, 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 controls 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:   October 12, 2010	/s/	James Sumas
		James Sumas
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kevin Begley, certify that:

1.  I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of 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 quarter in the case of an annual report) that has materially effected, or is reasonably likely to materially effect, 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 controls 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:  October 12, 2010	/s/	Kevin Begley
		Kevin Begley
		Chief Financial Officer &
		Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Sumas certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	James Sumas
	James Sumas
	Chief Executive Officer
	October 12, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Begley certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/	Kevin Begley
	Kevin Begley
	Chief Financial Officer &
	Principal Accounting Officer
	October 12, 2010