10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 30,  2017

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

For the transition period from to

Commission file number 0-14706.

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina	56-0846267
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
P.O. Box 6676, Asheville NC	28816
(Address of principal executive offices)	(Zip Code)

(828) 669-2941

Registrant’s telephone number, including area code

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

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

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

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐(Do not check if a smaller reporting company.)	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐.

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

As of February 6, 2018, the Registrant had 14,118,244shares of Class A Common Stock, $0.05 par value per share, outstanding and 6,141,532 shares of Class B Common Stock, $0.05 par value per share, outstanding.

1

INGLES MARKETS, INCORPORATED

INDEX

	Page No.
Part I – Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of December 30,  2017 and September 30, 2017	3
Condensed Consolidated Statements of Income for theThree Months Ended December 30, 2017
and December 24, 2016	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 30,  2017 and December 24,  2016	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 30,  2017 and December 24,  2016	6
Notes to Unaudited Interim Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	17
Part II – Other Information
Item 6. Exhibits	18
Signatures	20

2

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	December 30,		September 30,
	2017		2017
ASSETS
Current Assets:
Cash and cash equivalents	$	13,755,373	$	23,912,100
Receivables - net		71,514,020		66,329,164
Inventories		361,626,877		349,333,013
Other current assets		8,680,581		6,265,737
Total Current Assets		455,576,851		445,840,014
Property and Equipment – Net		1,292,455,999		1,265,112,350
Other Assets		25,629,028		22,353,410
Total Assets	$	1,773,661,878	$	1,733,305,774
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	12,672,037	$	12,210,571
Accounts payable - trade		176,003,202		150,901,051
Accrued expenses and current portion of other long-term liabilities		63,366,998		82,451,857
Total Current Liabilities		252,042,237		245,563,479
Deferred Income Taxes		47,106,000		69,918,000
Long-Term Debt		877,868,771		865,659,744
Other Long-Term Liabilities		43,696,355		41,112,548
Total Liabilities		1,220,713,363		1,222,253,771
Stockholders’ Equity
Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued		—		—
Common stocks:
Class A, $0.05 par value; 150,000,000 shares authorized; 14,118,244 shares issued and outstandingDecember 30, 2017;  14,084,044 shares issued and outstanding at September 30, 2017		705,912		704,202
Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; 6,141,532 shares issued and outstandingDecember 30, 2017;  6,175,732 shares issued and outstanding at September 30, 2017		307,077		308,787
Paid-in capital in excess of par value		12,311,249		12,311,249
Retained earnings		539,624,277		497,727,765
Total Stockholders’ Equity		552,948,515		511,052,003
Total Liabilities and Stockholders’ Equity	$	1,773,661,878	$	1,733,305,774

See notes to unaudited condensed consolidated financial statements.

3

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended
	December 30,		December 24,
	2017		2016
Net sales	$	1,013,786,078	$	982,758,339
Cost of goods sold		769,126,450		745,673,858
Gross profit		244,659,628		237,084,481
Operating and administrative expenses		208,828,396		206,296,215
Gain from sale or disposal of assets		57,270		1,378,117
Income from operations		35,888,502		32,166,383
Other income, net		953,960		663,135
Interest expense		11,451,722		11,312,631
Income before income taxes		25,390,740		21,516,887
Income tax (benefit) expense		(19,756,000)		7,693,000
Net income	$	45,146,740	$	13,823,887
Per share amounts:
Class A Common Stock
Basic earnings  per common share	$	2.29	$	0.70
Diluted earnings  per common share	$	2.23	$	0.68
Class B Common Stock
Basic earnings  per common share	$	2.08	$	0.64
Diluted earnings  per common share	$	2.08	$	0.64
Cash dividends per common share
Class A Common Stock	$	0.165	$	0.165
Class B Common Stock	$	0.150	$	0.150

See notes to unaudited condensed consolidated financial statements.

4

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED DECEMBER30,  2017AND DECEMBER 24,  2016

							Paid-in
	Class A			Class B			Capital in
	Common Stock			Common Stock			Excess of		Retained
	Shares	Amount		Shares	Amount		Par Value		Earnings		Total
Balance, September 24, 2016	13,966,476	$	698,324	6,293,300	$	314,665	$	12,311,249	$	456,851,372	$	470,175,610
Net income	—		—	—		—		—		13,823,887		13,823,887
Cash dividends	—		—	—		—		—		(3,248,464)		(3,248,464)
Common stock conversions	75		4	(75)		(4)		—		—		—
Balance, December 24, 2016	13,966,551	$	698,328	6,293,225	$	314,661	$	12,311,249	$	467,426,795	$	480,751,033
Balance, September 30, 2017	14,084,044	$	704,202	6,175,732	$	308,787	$	12,311,249	$	497,727,765	$	511,052,003
Net income	—		—	—		—		—		45,146,740		45,146,740
Cash dividends	—		—	—		—		—		(3,250,228)		(3,250,228)
Common stock conversions	34,200		1,710	(34,200)		(1,710)		—		—		—
Balance, December 30, 2017	14,118,244	$	705,912	6,141,532	$	307,077	$	12,311,249	$	539,624,277	$	552,948,515

See notes to unaudited condensed consolidated financial statements.

5

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	December 30,		December 24,
	2017		2016
Cash Flows from Operating Activities:
Net income	$	45,146,740	$	13,823,887
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		27,989,567		27,079,917
Gain from sale or disposal of assets		(57,270)		(1,378,117)
Receipt of advance payments on purchases contracts		1,000,000		1,000,000
Recognition of advance payments on purchases contracts		(498,746)		(820,158)
Deferred income taxes		(22,812,000)		(19,000)
Changes in operating assets and liabilities:
Receivables		(5,184,856)		(18,946,812)
Inventory		(12,293,863)		(8,715,364)
Other assets		(5,760,061)		(1,284,220)
Accounts payable and accrued expenses		9,859,803		6,452,116
Net Cash Provided by Operating Activities		37,389,314		17,192,249
Cash Flows from Investing Activities:
Proceeds from sales of property and equipment		64,713		1,368,806
Capital expenditures		(56,780,084)		(29,278,744)
Net Cash Used by Investing Activities		(56,715,371)		(27,909,938)
Cash Flows from Financing Activities:
Proceeds from short-term borrowings		65,519,466		103,292,831
Payments on short-term borrowings		(51,253,678)		(78,255,268)
Principal payments on long-term borrowings		(1,846,230)		(1,594,690)
Dividends paid		(3,250,228)		(3,248,464)
Net Cash Provided by Financing Activities		9,169,330		20,194,409
Net (Decrease) Increase in Cash and Cash Equivalents		(10,156,727)		9,476,720
Cash and cash equivalents at beginning of period		23,912,100		5,679,509
Cash and Cash Equivalents at End of Period	$	13,755,373	$	15,156,229

See notes to unaudited condensed consolidated financial statements.

6

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Three Months Ended December 30,  2017 and December 24,  2016

A. BASIS OF PREPARATION

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the Company’s financial position as of December 30, 2017, and the results of operations, changes in stockholders’ equity and cash flows for the three months ended December 30, 2017 and December 24, 2016. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30,  2017, filed by the Company under the Securities Exchange Act of 1934 on December 6,  2017.

The results of operations for the three-month period ended December 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year.

B. NEW ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued Accounting Standards Update ASU 2016-02 “Leases” (ASU 2016-02).  ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases.  This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted.  The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09).  ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize or to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be revenue entitled in exchange for those goods and services.  In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of the ASU to fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted.  The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

C. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Receivables are presented net of an allowance for doubtful accounts of $306,000 at December 30, 2017 andSeptember 30, 2017, respectively.  

D. INCOME TAXES

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

On December 22,2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).  The Tax Act makes broad and complete changes to the U.S tax code that will affect the Company’s fiscal year ended September 29, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, (2) creating a new limitation on deductible interest expense, and (3) bonus depreciation that will allow for full expensing of qualified property.

For the fiscal year ended September 29, 2018 the Company expects to have a blended federal corporate tax rate of 24.5% based on the effective date of the tax rate reduction.  As a result of the decrease in the federal rate, the Company has recorded in the current fiscal quarter a decrease in its net deferred tax liabilities of $26.7 million, with a corresponding reduction to deferred income tax expense.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act.  SAB 118 allows registrants to record provisional amounts for reasonable estimates that require more subsequent analysis.  The Company has completed its analysis and does not have any provisional amounts subject to SAB 118 as of December 30, 2017.

The Company has unrecognized tax benefits and could incur interest and penalties related to uncertain tax positions. These amounts are insignificant and are not expected to significantly increase or decrease within the next twelve months.

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E. ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES

Accrued expenses and current portion of other long-term liabilities consist of the following:

	December 30,		September 30,
	2017		2017
Property, payroll and other taxes payable	$	14,659,164	$	21,261,924
Salaries, wages and bonuses payable		23,145,905		28,369,250
Self-insurance liabilities		13,767,391		13,326,110
Interest payable		3,247,752		13,175,382
Other		8,546,786		6,319,191
	$	63,366,998	$	82,451,857

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability and $450,000 per covered person for medical care benefits for a policy year. The Company’s self-insurance reserves totaled $37.4 million and $35.5 million at December 30, 2017 and September 30, 2017, respectively.  Of this amount, $13.8 million is accounted for as a current liability and $23.6 million as a long-term liability, which is inclusive of $6.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at December 30, 2017.  At September 30, 2017,  $13.7 million is accounted for as a current liability and $21.8 million as a long-term liability, which is inclusive of $4.8 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable.Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $8.6 million and $9.3 million for the three-month periods ended December 30, 2017 and December 24, 2016, respectively. 

F. LONG-TERM DEBT

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”).  The Notes bear an interest rate of 5.750% per annum and were issued at par.

The Company may redeem all or a portion of the Notes at any time on or after June 15, 2018at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June 15 of the years indicated below:

Year
2018	102.875%
2019	101.917%
2020	100.958%
2021 and thereafter	100.000%

The Company has a $175.0 million line of credit (the “Line”) that matures in September 2022.  The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate (“LIBOR”). The Line allows the Company to issue up to $20.0 million in unused letters of credit, of which $9.9 million of unused letters of credit were issued at December 30, 2017.  The Company is not required to maintain compensating balances in connection with the Line.  At December 30, 2017, the Company had $14.3 million of borrowings outstanding under the Line. 

On December 29, 2010, the Company completed the funding of $99.7 million of bonds (the ”Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).  The final maturity date of the Bonds is January 1, 2036.

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions would hold the  Bonds until June 30, 2021, subject to certain events.  Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014.  The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.  The interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption.  Effective January 1, 2018, the interest rate on the Bonds will be adjusted to reflect the reduction in the federal corporate tax rate under the Tax Act.

The Company’s obligation to repay the Bonds is collateralized by the Project.  Additional collateral was required in order to meet certain loan to value criteria in the Covenant Agreement.  The Covenant Agreement incorporates substantially all financial covenants included in the Line.

8

In September 2017, the Company refinanced approximately $60 million secured borrowing obligations that were scheduled to mature in fiscal years 2018-2020 with a LIBOR-based floating rate loan maturing in October 2027.  On December 19, 2017 the Company entered into an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%.  Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%.  The interest rate swap effectively hedges the floating rate debt closed by the Company in September, 2017.  Both the floating rate debt and the interest rate swap have monthly principal amortization of $0.5 million and mature October 1, 2027.  The fair market value of the interest rate swap is measured quarterly with adjustments recorded in other comprehensive income.  The difference between the notional amount and fair market value of the interest rate swap at December 30, 2017 was not significant.

The Notes, the Bonds and the Line contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the termination or withdrawal of the Line to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. The Company was in compliance with all financial covenants at December 30, 2017.  

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s Line,  Bonds and Notes indenture in the event of default under any one instrument.

G. DIVIDENDS

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on October 19, 2017 to stockholders of record on October 12, 2017. 

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of the Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December 6, 2017.

H. EARNINGS PER COMMON SHARE

The Company has two classes of common stock:  Class A which is publicly traded, and Class B, which has no public market.  The Class B Common Stock has restrictions on transfer; however, each share is convertible into one share of Class A Common Stock at any time.  Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share.  Each share of Class A Common Stock is entitled to receive cash dividends equal to 110% of any cash dividend paid on Class B Common Stock. 

The Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260. 

The two-class method of computing basic earnings per share for each period reflects the cash dividends declared per share for each class of stock, plus allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.  Diluted earnings per share is calculated assuming the conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis.   The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods.

	Three Months Ended				Three Months Ended
	December 30, 2017				December 24, 2016
	Class A		Class B		Class A		Class B
Numerator: Allocated net income
Net income allocated, basic	$	32,317,668	$	12,829,071	$	9,806,717	$	4,017,170
Conversion of Class B to Class A shares		12,829,071		—		4,017,170		—
Net income allocated, diluted	$	45,146,739	$	12,829,071	$	13,823,887	$	4,017,170
Denominator: Weighted average shares outstanding
Weighted average shares outstanding, basic		14,103,343		6,156,433		13,966,506		6,293,270
Conversion of Class B to Class A shares		6,156,433		—		6,293,270		—
Weighted average shares outstanding, diluted		20,259,776		6,156,433		20,259,776		6,293,270
Earnings per share
Basic	$	2.29	$	2.08	$	0.70	$	0.64
Diluted	$	2.23	$	2.08	$	0.68	$	0.64

9

I. SEGMENT INFORMATION

The Company operates one primary business segment, retail grocery sales.  “Other” includes our remaining operations - fluid dairy and shopping center rentals.  Information about the Company’s operations by lines of business (amounts in thousands) is as follows:

	Three Months Ended
	December 30,		December 24,
	2017		2016
Revenues from unaffiliated customers:
Grocery	$	363,325	$	360,901
Non-foods		217,744		212,311
Perishables		265,294		255,849
Gasoline		136,674		118,523
Total retail		983,037		947,584
Other		30,749		35,174
Total revenues from unaffiliated customers	$	1,013,786	$	982,758
Income from operations:
Retail	$	32,903	$	28,991
Other		2,986		3,175
Total income from operations	$	35,889	$	32,166

	December 30,		September 30,
	2017		2017
Assets:
Retail	$	1,639,964	$	1,600,699
Other		135,538		135,076
Elimination of intercompany receivable		(1,839)		(2,469)
Total assets	$	1,773,662	$	1,733,306

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

For the three-month periods ended December 30, 2017 and December 24, 2016, respectively, the fluid dairy operation had $11.3 million and $11.8 million in sales to the grocery sales segment. These sales have been eliminated in consolidation.

J. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

The fair value of the Company’s debt is estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs.  Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These inputs are classified into the following hierarchy:

Level 1 Inputs  –	Quoted prices for identical assets or liabilities in active markets.
Level 2 Inputs  –	Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs  –	Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities.  The inputs into the determination of fair value require significant management judgment or estimation.

10

The carrying amount and fair value of the Company’s debt at December 30, 2017 is as follows (in thousands):

	Carrying				Fair Value
	Amount		Fair Value		Measurements
Senior Notes	$	700,000	$	700,000	Level 2
Facility Bonds		81,620		81,620	Level 2
Secured notes payable and other		94,655		94,655	Level 2
Line of credit payable		14,266		14,266	Level 2
Total debt	$	890,541	$	890,541

The fair value of the interest rate swap, whch is a level 2 fair value measurement, was insignificant December 30, 2017. 

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

K. SUBSEQUENT EVENTS

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

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

Overview

Ingles, a leading supermarket chain in the Southeast, operates 200supermarkets in Georgia (70), North Carolina (71), South Carolina (36), Tennessee (21), Virginia (1) and Alabama (1). The Company locates its supermarkets primarily in suburban areas, small towns and rural communities. Ingles supermarkets offer customers a wide variety of nationally advertised food products, including grocery, meat and dairy products, produce, frozen foods and other perishables and non-food products.Non-food products include fuel centers, pharmacies, health and beauty care products and general merchandise, as well as quality private label items. In addition, the Company focuses on selling high-growth, high-margin products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections. As of December 30,  2017, the Company operated105  in-store pharmacies and 99fuel centers.

Ingles also operates afluid dairy and earns shopping center rentals. The fluid dairy sells approximately 28%  of its products to the retail grocery segment and approximately72%  of its products to third parties. Real estate ownership is an important component of the Company’s operations, providing both operational and economic benefits.  

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, and 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. Estimates are based on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Management estimates, by their nature, involve judgments regarding future uncertainties, and actual results may therefore differ materially from these estimates.

Self-Insurance

The Company is self-insured for workers’ compensation and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $450,000 per covered person for medical care benefits for a policy year. Self-insurance liabilities are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on data provided by the respective claims administrators. These estimates can fluctuate if historical trends are not predictive of the future. The majority of the Company’s properties are self-insured for casualty losses and business interruption; however, liability coverage is maintained.At December 30, 2017 the Company’s self-insurance reserves totaled $37.4million.  Of this amount, $13.8million is accounted for as a current liability and $23.6 million as a long-term liability, which is inclusive of $6.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable.

Asset Impairments

The Company accounts for the impairment of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 360. For assets to be held and used, the Company tests for impairment using

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undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.  There were no asset impairments during the three-month period ended December 30, 2017.

Vendor Allowances

The Company receives funds for a variety of merchandising activities from the many vendors whose products the Company buys for resale in its stores. These incentives and allowances are primarily comprised of volume or purchase based incentives, advertising allowances, slotting fees, and promotional discounts. The purpose of these incentives and allowances is generally to help defray the costs incurred by the Company for stocking, advertising, promoting and selling the vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.  Whenever possible, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold. Due to system constraints and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold.  Vendor allowances applied as a reduction of merchandise costs totaled $31.8million and $30.7 million for the fiscal quarters ended December 30, 2017 and December 24, 2016, respectively.  Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period in which the related expense is incurred.  Vendor advertising allowances recorded as a reduction of advertising expense totaled $4.0million and $3.9 million for the fiscal quarters ended December 30, 2017 and December 24, 2016, respectively.

If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising, as well as the volume and frequency of the Company’s product advertising, which could increase or decrease the Company’s expenditures.

Similarly, the Company is not able to assess the impact of vendor advertising allowances on creating additional revenue, as such allowances do not directly generate revenue for the Company’s stores.

Results of Operations

Ingles operates on a 52 or 53-week fiscal year ending on the last Saturday in September. The Condensed Consolidated Statements of Income for the three-month periods ended December 30, 2017 and December 24,  2016 both include 13 weeks of operations. Comparable store sales are defined as sales by retail stores in operation for five full fiscal quarters. Sales from replacement stores, major remodels and the addition of fuel stations to existing stores are included in the comparable store sales calculation from the date thereof. A replacement store is a new store that is opened to replace an existing nearby store that is closed. A major remodel entails substantial remodeling of an existing store and includes additional retail square footage. For both the three-month periods ended December 30, 2017 and December 24, 2016, comparable store sales include 197 and 199stores, respectively.

The following table sets forth, for the periods indicated, selected financial information as a percentage of net sales. For information regarding the various segments of the business, see Note I“Segment Information” to the Condensed Consolidated Financial Statements.

	Three Months Ended
	December 30,		December 24,
	2017		2016
Net sales	100.0	%	100.0	%
Gross profit	24.1	%	24.1	%
Operating and administrative expenses	20.6	%	21.0	%
Gain from sale or disposal of assets	—	%	0.2	%
Income from operations	3.5	%	3.3	%
Other income, net	0.1	%	0.1	%
Interest expense	1.1	%	1.2	%
Income tax expense	(2.0)	%	0.8	%
Net income	4.5	%	1.4	%

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Three Months Ended December 30,  2017 Compared to the Three Months EndedDecember 24,  2016

Net income for the first quarter of fiscal 2018 totaled $45.1million, compared with net income of $13.8 million earned for the first quarter of fiscal 2017.  Total revenues and gross margin increasedto a greater extent than did operating expenses, resulting in increased pre-tax income.  Changes to federal tax law enacted on December 22, 2017 had a $26.7million positive impact on the Company’s current tax expense and on deferred tax liabilities that will be settled at a lower rate in future periods.

Net Sales. Net sales increased by $31.0 million, or 3.2%, to $1.01 billion for the three months ended December 30, 2017 compared with $982.8 million for the three months ended December 24, 2016.  Comparing the first quarter of fiscal 2018 with the first quarter of fiscal 2017, gasoline sales dollars increased due to a 15%  in gallons sold and a relatively flat retail sales price per gallon.  Excluding gasoline sales, total grocery comparable store sales increased 2.2%  over the comparative fiscal quarters.  Comparing the first quarters of fiscal years 2018 and 2017 (and excluding gasoline), the number of customer transactions decreased 0.1% and the average transaction size increased2.2%. 

Ingles operated 200 and 202stores at December 30, 2017 and December 24, 2016, respectively.  Retail square feet totaled 11.3 million square feetat December 30, 2017 and 11.2 million square feet at December 24, 2016.  During the last twelve months the Company opened twostores, relocated one store into a new buildingand closed fourstores, one of which was closed in fiscal 2017 and reopened in a new building during fiscal year 2018.

Sales by product category (in thousands) are as follows:

	Three Months Ended
	December 30,		December 24,
	2017		2016
Grocery	$	363,325	$	360,901
Non-foods		217,744		212,311
Perishables		265,294		255,849
Gasoline		136,674		118,523
Total retail grocery	$	983,037	$	947,584

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

Changes in retail grocery sales for the quarter ended December 30, 2017 are summarized as follows (in thousands):

Total retail grocery sales for the three months ended December 24, 2016	$	947,584
Comparable store sales increase (including gasoline)		33,090
Impact of stores opened in fiscal 2017 and 2018		10,099
Impact of stores closed in fiscal 2017		(6,183)
Other		(1,553)
Total retail grocery sales for the three months ended December 30, 2017	$	983,037

Gross Profit. Gross profit for the three-month period ended December 30, 2017 totaled $244.7 million, anincrease of$7.6 million, or 3.2%, compared with gross profit of $237.1 million for the three-month period ended December 24, 2016.  Gross profit as a percentage of sales was 24.1% for both the three months ended December 30, 2017and December 24, 2016.

The gross profit dollarincrease is attributable to higher sales.Gasoline gross profit dollars and margin were higher compared with the first quarter of last fiscal year.  Excluding gasoline sales, grocery gross profit as a percentage of sales for the first quarter of fiscal 2018 was unchanged compared with the same fiscal 2017 period.

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network.  Fluid dairy is a manufacturing process; therefore, the costs mentioned above as well as purchasing, production costs, and internal transfer costs incurred by the milk processing operation are included in the cost of goods sold line item, while these items are included in operating and administrative expenses in the grocery segment.

Operating and Administrative Expenses. Operating and administrative expenses increased $2.5 million, or 1.2%, to $208.8 million for the three months ended December 30, 2017, from $206.3 million for the three months ended December 24, 2016.  As a percentage of sales, operating and administrative expenses were 20.6% and 21.0% for the December 2017 and December 2016 quarters, respectively.  Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 23.6% of sales for the first fiscal quarter of 2018 compared with 23.7% for the first fiscal quarter of 2017.

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A breakdown of the major changes in operating and administrative expenses is as follows:

			Increase
	Increase		(Decrease)
	(Decrease)		as a % of
	in millions		sales
Salaries and wages	$	2.4	0.24	%
Insurance	$	(1.5)	(0.15)	%
Depreciation	$	1.2	0.12	%
Bank charges	$	0.4	0.04	%
Store supplies	$	0.4	0.04	%

Salaries and wages increased in dollars due to additional labor hours required for the increased sales volume, including new stores opened in the past twelve months.  Competition for labor has also increased in the Company’s market area.

Insurance expense decreased due to favorable claims experience under the Company’s self-insurance programs.

Depreciation increased as a result of the Company’s capital expenditure programs, including new stores and remodeling projects.

Bank charges increased due to increased card usage compared with other forms of payment, and to increased charges implemented by card issuers and processors.

Store supplies increased from higher perishable sales and market increases in the cost of petroleum-based packaging.

Gain from Sale or Disposal of Assets. Gain from sale or disposal of assets was insignificant for the three months ended December 30, 2017 compared with $1.4 million for the comparable prior year period.  There were no individually significant transactions in either fiscal period.

Interest Expense. Interest expense totaled$11.5 million for the three-month period ended December 30, 2017 compared with$11.3 million for the three-month period ended December 24, 2016. Total debt at December 2017 was $890.5 million compared with $900.2million at December 2016.  Over the past twelve months, the London Interbank Offering Rate (“LIBOR”) has increased, resulting in higher interest on the Company’s floating rate debt.  Somewhat offsetting this increase were fiscal year 2017 loan refinancings at more favorable terms.

Income Taxes. Income tax benefit totaled $19.8 million for the three months ended December 30, 2017, an effective tax rate of (77.8%) of pretax income.  Income tax expense totaled $7.7 million for the three months ended December 24, 2016, an effective tax rate of 35.9% of pretax income.

On December 22,2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).  The Tax Act makes broad and complete changes to the U.S tax code that will affect our fiscal year ended September 29, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. (2) creating a new limitation on deductible interest expense, and (3) bonus depreciation that will allow for full expensing of qualified property.

For the fiscal year ended September 29, 2018 the Company will have a blended federal corporate tax rate of 24.5% based on the effective date of the tax rate reduction.  As a result of the decrease in the federal rate, the Company has recorded in the current fiscal quarter a decrease in its net deferred tax liabilities of $26.7 million, with a corresponding reduction to deferred income tax expense.

Net Income. Net income totaled $45.1million for the three-month period ended December 30, 2017 compared with $13.8 million for the three-month period ended December 24, 2016.  Net income, as a percentage of sales, was 4.5%  and 1.4% for the December 2017 quarter and the December 2016 quarter, respectively.  Basic and diluted earnings per share for Class A Common Stock were $2.29and $2.23,  respectively, for the December 2017 quarter, compared to $0.70 and $0.68, respectively, for the December 2016 quarter.    Basic and diluted earnings per share for Class B Common Stock were each $2.08for the December 2017 quarter compared with $0.64 for the December 2016 quarter.

Liquidity and Capital Resources

Capital Expenditures

The Company believes that a key to its ability to continue to develop a loyal customer base is providing conveniently located, clean and modern stores which provide customers with good service and a broad selection of competitively priced products. As such, the Company has invested and will continue to invest significant amounts of capital toward the modernization of its store base. The Company’s modernization program includes the opening of new stores, the completion of major remodels and expansion of selected

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existing stores, the relocation of selected existing stores to larger, more convenient locations and the completion of minor remodeling of its remaining existing stores.   The Company will also add fuel centers and other products complementary to grocery sales where market conditions and real estate considerations warrant.

Capital expenditures totaled $56.8 million for the three-month period ended December 30, 2017.  This is a higher than usual quarterly amount due to the purchase of two shopping centers where the Company operated leased stores, and the opening of two new store buildings during the quarter ended December 30, 2017.  These capital expenditures also focused onconstruction on stores scheduled to open later in fiscal 2018, site acquisition, and smaller-scale remodeling projects in a number of the Company’s stores.  Capital expenditures also included the costs of upgrading and replacing store equipment, technology investments, rolling stock, and capital expenditures related to the Company’s milk processing plant. 

Ingles’ capital expenditure plans for fiscal 2018 include investments of approximately $120to $160million. The majority of the Company’s fiscal 2018 capital expenditures will be dedicated to continued improvement of its store base and also include investments in stores expected to open in fiscal 2018 as well as technology improvements, upgrading and replacing existing store equipment and warehouse and transportation equipment and improvements to the Company’s milk processing plant.

The Company expects that its annual capital expenditures will be in the range of approximately $100 to $160 million going forward in order to maintain a modern store base.  Planned expenditures for any given future fiscal year will be affected by the availability of financing, which can affect both the number of projects pursued at any given time and the cost of those projects.  The number of projects may also fluctuate due to the varying costs of the types of projects pursued including new stores and major remodel/expansions. The Company makes decisions on the allocation of capital expenditure dollars based on many factors including the competitive environment, other Company capital initiatives and its financial condition.

The Company does not generally enter into commitments for capital expenditures other than on a store-by-store basis at the time it begins construction on a new store or begins a major or minor remodeling project.  Outstanding construction commitments totaled $10.9 million at December 30, 2017.

Liquidity

The Company generated $37.4 million net cash from operations in the December 2017three-month period compared with $17.2million during the December 2016three-month period. The increase is primarily attributable to higher net income, exclusive of the non-cash increase to net income resulting from certain aspects of the Tax Act.Operating cash generation tends to be lower during the December quarter of each fiscal year due to seasonal inventory increases and semi-annual interest payments on Senior Notes obligations.

Cash used by investing activities for the three-month periods ended December 30, 2017and December 24, 2016 totaled $56.7  million and $27.9 million, respectively, consisting primarily of capital expenditures offset by insignificant proceeds from property and equipment sales.

Cash provided by financing activities totaled $9.2 million and $20.2 million for the fiscal quarters ended December 2017 and 2016, respectively.  Short term borrowings tend to increase during the December quarter of each fiscal year to finance seasonal inventory increases and the semi-annual Senior Note interest payment.

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”).  The Notes bear an interest rate of 5.750% per annum and were issued at par. 

The Company has a $175.0 million line of credit (the “Line”) that matures in September 2022.  The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate (“LIBOR”). The Line allows the Company to issue up to $20.0 million in unused letters of credit, of which $9.9 million of unused letters of credit were issued at December 30, 2017.  The Company is not required to maintain compensating balances in connection with the Line.  At December 30, 2017, the Company had $14.3 million of borrowings outstanding under the Line. 

On December 29, 2010, the Company completed the funding of $99.7 million of Bonds (the “Bonds”) for the construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).  The final maturity date of the Bonds is January 1, 2036.

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions would hold the Bondsuntil June 30, 2021, subject to certain events.   Mandatory redemption of the Bondsby the Company in the annual amount of $4.5 millionbegan on January 1, 2014. The Company may redeem the Bondswithout penalty or premium at any time prior to June 30, 2021. 

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s Line, Bondsand Notes indenture in the event of default under any one instrument.

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The Notes, the Bondsand the Line contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the termination or withdrawal of the Line to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. As of December 30, 2017, the Company was in compliance with these covenants.  Under the most restrictive of these covenants, the Company would be able to incur approximately $429million of additional borrowings (including borrowings under the Line) as of December 30, 2017.  

The Company’s principal sources of liquidity are expected to be cash flow from operations, borrowings under the Line and long-term financing. The Company believes, based on its current results of operations and financial condition, that its financial resources, including theLine, short- and long-term financing expected to be available to it and internally generated funds, will be sufficient to meet planned capital expenditures and working capital requirements for the foreseeable future, including any debt service requirements of additional borrowings. However, there is no assurance that any such sources of financing will be available to the Company when needed on acceptable terms, or at all.

It is possible that, in the future, the Company’s results of operations and financial condition will be different from that described in this report based on a number of factors. These factors may include, among others, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery and changing demographics, as well as the additional factors discussed below under “Forward Looking Statements.” It is also possible, for such reasons, that the results of operations from the new, expanded, remodeled and/or replacement stores will not meet or exceed the results of operations from existing stores that are described in this report. 

Contractual Obligations and Commercial Commitments

There have been no material changes in contractual obligations and commercial commitments subsequent to September 30,  2017 other than as disclosed elsewhere in this Form 10-Q.

Off Balance Sheet Arrangements

On December 19, 2017 the Company entered into an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%.  Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%.  The interest rate swap effectively hedges $60 million of floating rate debt closed by the Company in September 2017.  Both the floating rate debt and the interest rate swap have monthly principal amortization of $0.5 million and mature October 1, 2027.  The fair market value of the interest rate swap is measured quarterly, with adjustments, if significant, recorded on other comprehensive income.  The difference between the notional amount and fair market value of the interest rate swap at December 30, 2017 was not significant.  The Company is not a party to any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Quarterly Cash Dividends

Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 (sixteen and one-half cents) per share on its Class A Common Stock and $0.15 (fifteen cents) per share on its Class B Common Stock for an annual rate of $0.66 and $0.60 per share, respectively.

The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors periodically reconsiders the declaration of dividends. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments, the amount of such dividends, and the form in which the dividends are paid (cash or stock) depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant. In addition, the Notes, the Bonds, the Line, and other loan agreements contain provisions that, based on certain financial parameters, restrict the ability of the Company to pay additional cash dividends in excess of current quarterly per share amounts. Further, the Company is prevented from declaring dividends at any time that it is in default under the indenture governing the Notes.

Seasonality

Grocery sales are subject to a slight seasonal variance due to holiday related sales and due to sales in areas where seasonal homes are located. Sales are traditionally higher in the Company’s first fiscal quarter due to the inclusion of sales related to Thanksgiving and Christmas. The Company’s second fiscal quarter traditionally has the lowest sales of the year.  In the third and fourth quarter, sales are affected by the return of customers to seasonal homes in our market area.  The Company’s fluid dairy operationshave slight seasonal variation to the extent of its sales into the grocery industry. The Company’s real estate activitiesare not subject to seasonal variations.

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Impact of Inflation

The following table from the United States Bureau of Labor Statistics lists annualized changes in the Consumer Price Index that could have an effect on the Company’s operations.  One of the Company’s significant costs is labor, which changes with general inflation.  Inflation or deflation in energy costs affects the Company’s gasoline sales, distribution expenses, utility expenses and plastic supply costs.

	Three Months Ended
	December 30,		December 24,
	2017		2016
All items	0.2	%	0.3	%
Food and beverages	0.1	%	—	%
Energy	0.6	%	2.1	%

Forward Looking Statements

This Quarterly Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect”, “anticipate”, “intend”, “plan”, “likely”, “goal”, “believe”, “seek” and similar expressions are intended to identify forward-looking statements. While these forward-looking statements and the related assumptions are made in good faith and reflect the Company’s current judgment regarding the direction of the Company’s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such statements are based upon a number of assumptions and estimates which are inherently subject to significant risks and uncertainties many of which are beyond the Company’s control. Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company’s results. Some important factors (but not necessarily all factors) that affect the Company’s revenues, growth strategies, future profitability and operating results, or that otherwise could cause actual results to differ materially from those expressed in or implied by any forward-looking statement, include business and economic conditions generally in the Company’s operating area; the Company’s ability to successfully implement its expansion and operating strategies and to manage rapid expansion; pricing pressures and other competitive factors; reduction in per gallon retail gasoline prices; the maturation of new and expanded stores; the Company’s ability to reduce costs and achieve improvements in operating results; the availability and terms of financing; increases in labor and utility costs; success or failure in the ownership and development of real estate; changes in the laws and government regulations applicable to the Company;  and changes in accounting policies, standards, guidelines or principles as may be adopted by regulatory agencies as well as the Financial Accounting Standards Board.

Consequently, actual events affecting the Company and the impact of such events on the Company’s operations may vary significantly from those described in this report or contemplated or implied by statements in this report.  The Company does not undertake and specifically denies any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As previously mentioned, the Company is party to an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%.  Otherwise, the Company does not typically utilize financial instruments for trading or other speculative purposes, nor does it typically utilize leveraged financial instruments.  There have been no other material changes in the market risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30,  2017.  

Item 4.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the regulations of the Securities and Exchange Commission. Disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that the Company’s system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 30, 2017, the end of the period covered by this report. In making this evaluation, it considered matters previously identified and disclosed in connection with the filing of its Form 10-K for fiscal 2017. After consideration of the matters discussed above and the changes in internal control over financial reporting discussed below, the Company has concluded that its controls and procedures were effective as of December 30, 2017.

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(b) Changes in Internal Control over Financial Reporting

The Company is currently planning and performing tests of internal controls over financial reporting for fiscal year 2018.

No other change in internal control over financial reporting occurred during the Company’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 6. EXHIBITS

(a) Exhibits.

3.1  Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, previously filed with the Commission and incorporated herein by this reference).  (Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T.)

3.2  Articles of Amendment to Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

3.3  Articles of Amendment to Articles of Incorporation of Ingles Markets, Incorporated dated February 14, 2012 (included as Exhibit 3.3 to Ingles Markets, Incorporated Quarterly Report on Form 10-Q for the fiscal quarter ended March 24, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

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3.4	Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).

4.1  Articles 4 and 9 of the Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T) and Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, respectively, each of which were previously filed with the Commission and are incorporated herein by this reference).

4.2  Articles 2, 3, 10, 11 and 14 of the Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).

3

4.3

Indenture, dated as of June 12, 2013, between Ingles Markets, Incorporated and Branch Banking and Trust Company, as Trustee, governing the 5.75% Senior Notes Due 2023, including the form of unregistered 5.75% Senior Note Due 2023 (included as Exhibit 4.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on June 12, 2013 and incorporated herein by this reference).

4.4  Registration Rights Agreement, dated June 12, 2013, among the Company and Merrill Lynch, Pierce, Fenner and Smith Incorporated, Wells Fargo Securities, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC and SunTrust Robinson Humphrey, Inc. (included as Exhibit 4.3 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on June 12, 2013 and incorporated herein by this reference).

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10.1

Credit Agreement, dated May 12, 2009, among the Company and the lenders party thereto, Bank of America, as administrative agent, swing line lender and l/c issuer, Branch Banking and Trust Company, as syndication agent, Wachovia Bank, National Association, as documentation agent, and Banc of America Securities LLC, Branch Banking and Trust Company and Wachovia Capital Markets, LLC, as joint lead arrangers and book managers (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009 and incorporated herein by this reference).

10.2  Waiver and First Amendment to the Credit Agreement dated as of July 31, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

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10.3  Second Amendment to the Credit Agreement dated as of December 29, 2010, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on January 4, 2011 and incorporated herein by this reference).

10.4  Third Amendment to the Credit Agreement dated as of September 6, 2012, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.5 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.5  Fourth Amendment to the Credit Agreement dated as of June 12, 2013, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.6 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.6  Fifth Amendment to the Credit Agreement dated as of January 31, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.7 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.7  Sixth Amendment to the Credit Agreement dated as of June 23, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on June 24, 2014 and incorporated herein by this reference).

10.8  Seventh Amendment to the Credit Agreement dated as of September 27, 2017, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.13 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.9  * Ingles Markets, Incorporated Investment/Profit Sharing Plan (Amended and Restated effective January 1, 2017).

10.10  * Ingles Markets, Incorporated Investment/Profit Sharing Plan Summary Plan Description.

10.11  * Amendment to Investment/Profit Sharing Plan to Permit In-Plan Roth Transfers.

10.12  * Participation Agreement for Milkco, Inc. (Amended and Restated effective January 1, 2017).

31.1  * Rule 13a-14(a) Certification

31.2  * Rule 13a-14(a) Certification

32.1  * Certification Pursuant to 18 U.S.C. Section 1350

32.2  * Certification Pursuant to 18 U.S.C. Section 1350

101  * The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2017, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements.

________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	INGLES MARKETS, INCORPORATED
Date: February8,  2018	/s/ James W. Lanning
	James W. Lanning
	Chief Executive Officer and President
Date: February 8,  2018	/s/ Ronald B. Freeman
	Ronald B. Freeman
	Vice President-Finance and Chief Financial Officer

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EX-10.10

Exhibit 10.10

Ingles Markets, Incorporated
Investment/Profit Sharing Plan

SUMMARY PLAN DESCRIPTION

TABLE OF CONTENTS
INTRODUCTION TO YOUR PLAN
What kind of Plan is this?	1
What information does this Summary provide?	1

ARTICLE I
PARTICIPATION IN THE PLAN
How do I participate in the Plan?	1
How is my service determined for purposes of Plan eligibility?	2
What service is counted for purposes of Plan eligibility?	2
What happens if I'm a participant, terminate employment and then I'm rehired?	2

ARTICLE II
EMPLOYEE CONTRIBUTIONS
What are elective deferrals and how do I contribute them to the Plan?	2
What are rollover contributions?	4
What are In-Plan Roth Rollover Contributions?	4
What are forfeitures and how are they allocated?	4

ARTICLE III
EMPLOYER CONTRIBUTIONS
What is the Employer matching contribution and how is it allocated?	5
What is the Employer nonelective contribution and how is it allocated?	5
How is my service determined for allocation purposes?	6
What are forfeitures and how are they allocated?	6

ARTICLE IV
COMPENSATION AND ACCOUNT BALANCE
What compensation is used to determine my Plan benefits?	6
Is there a limit on the amount of compensation which can be considered?	7
Is there a limit on how much can be contributed to my account each year?	7
How is the money in the Plan invested?	7
Will Plan expenses be deducted from my account balance?	7

ARTICLE V
VESTING
What is my vested interest in my account?	7
How is my service determined for vesting purposes?	9
What service is counted for vesting purposes?	9
What happens to my non‑vested account balance if I'm rehired?	9
What happens if the Plan becomes a "top-heavy plan"?	9

ARTICLE VI
DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT
Can I withdraw money from my account while working?	10
Can I withdraw money from my account in the event of financial hardship?	10

ARTICLE VII
DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
When can I get money out of the Plan?	11
What is Normal Retirement Age and what is the significance of reaching Normal Retirement Age?	12
What is Early Retirement Age and what is the significance of reaching Early Retirement Age?	12
What happens if I terminate employment due to disability?	12
In what method and form will my benefits be paid to me?	12

ARTICLE VIII
DISTRIBUTIONS UPON DEATH
What happens if I die while working for the Employer?	13
Who is the beneficiary of my death benefit?	13
How will the death benefit be paid to my beneficiary?	14
When must the last payment be made to my beneficiary (required minimum distributions)?	14
What happens if I terminate employment, commence payments and then die before receiving all of my benefits?	14

ARTICLE IX
TAX TREATMENT OF DISTRIBUTIONS
What are my tax consequences when I receive a distribution from the Plan?	14
Can I elect a rollover to reduce or defer tax on my distribution?	15

ARTICLE X
LOANS
Is it possible to borrow money from the Plan?	15

ARTICLE XI
PROTECTED BENEFITS AND CLAIMS PROCEDURES
Are my benefits protected?	16
Are there any exceptions to the general rule?	16
Can the Employer amend the Plan?	16
What happens if the Plan is discontinued or terminated?	16
How do I submit a claim for Plan benefits?	16
What if my benefits are denied?	16
What is the claims review procedure?	17
What are my rights as a Plan participant?	18
What can I do if I have questions or my rights are violated?	19

ARTICLE XII
GENERAL INFORMATION ABOUT THE PLAN
Plan Name	19
Plan Number	19
Plan Effective Dates	19
Other Plan Information	19
Employer Information	19
Plan Administrator Information	20
Plan Trustee Information and Plan Funding Medium	20

Ingles Markets, Incorporated
Investment/Profit Sharing Plan

SUMMARY PLAN DESCRIPTION

INTRODUCTION TO YOUR PLAN

What kind of Plan is this?

Ingles Markets, IncorporatedInvestment/Profit Sharing Plan ("Plan") has been adopted to provide you with the opportunity to save for retirement on a tax-advantaged basis. This Plan is a type of qualified retirement plan commonly referred to as a 401(k) Plan. As a participant under the Plan, you may elect to contribute a portion of your compensation to the Plan.

What information does this Summary provide?

This Summary Plan Description ("SPD") contains information regarding when you may become eligible to participate in the Plan, your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this SPD to get a better understanding of your rights and obligations under the Plan.

In this SPD, the Employer has addressed the most common questions you may have regarding the Plan. If this SPD does not answer all of your questions, please contact the Plan Administrator or other plan representative. The Plan Administrator is responsible for responding to questions and making determinations related to the administration, interpretation, and application of the Plan. The name of the Plan Administrator can be found at the end of this SPD in the Article entitled "General Information about the Plan."

This SPD describes the Plan's benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language and is designed to comply with applicable legal requirements. If the non‑technical language in this SPD and the technical, legal language of the Plan document conflict, the Plan document always governs. If you wish to receive a copy of the legal Plan document, please contact the Plan Administrator.

The Plan and your rights under the Plan are subject to federal laws, such as the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code, as well as some state laws. The provisions of the Plan are subject to revision due to a change in laws or due to pronouncements by the Internal Revenue Service (IRS) or Department of Labor (DOL). The Employer may also amend or terminate this Plan. If the provisions of the Plan that are described in this SPD change, the Employer will notify you.

ARTICLE I

PARTICIPATION IN THE PLAN

How do I participate in the Plan?

Provided you are not an Excluded Employee, you may begin participating under the Plan once you have satisfied the eligibility requirements and reached your Entry Date. The following describes Excluded Employees, if any, the eligibility requirements and Entry Dates that apply. You should contact the Plan Administrator if you have questions about the timing of your Plan participation.

All Contributions

Excluded Employees. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan. The Excluded Employees are:

union employees whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining

certain nonresident aliens who have no earned income from sources within the United States

leased employees

reclassified employees (an employee who was previously not treated as an employee of the Employer but you are reclassified as being an employee)

Additional Excluded Employee provisions

Independent Contractors are excluded from all Contribution types. See the Plan Administrator for additional information if you are not sure if this affects you.

Eligibility Conditions. You will be eligible to participate in the Plan when you have completed one (1) Year of Service and have attained age 18. However, you will actually participate in the Plan once you reach the Entry Date as described below.

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Additional Entry Date provisions

The Entry Date for all Contribution types is the 1st (first) day of the 3rd (third) month after meeting the Eligibility conditions. See the Plan Administrator for additional information if you are not sure if this affects you.

How is my service determined for purposes of Plan eligibility?

Year of Service. You will be credited with a Year of Service at the end of the twelve month period beginning on your date of hire if you have been credited with at least 1,000 Hours of Service during such period.

Additional Year of Service provisions

In the event the Employee fails to complete 1,000 Hours of Service during the initial Eligibility Computation Period described in Section 2.02(C)(2), the Subsequent Eligibility Computation Period means any twelve-consecutive-month period thereafter that begins on the first day of a month during which the Employee completes no less than 1,000 Hours of Service, including all such periods that occur during the Employee?s first year of employment or reemployment.

Hour of Service. You will be credited with your actual Hours of Service for:

(a)each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year;

(b)each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay‑off, military duty, jury duty or leave of absence during the Plan Year) but credit will not exceed 501 hours of service for any single continuous period during which you perform no duties; and

(c)each hour for back pay awarded or agreed to by the Employer.

You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

What service is counted for purposes of Plan eligibility?

Service with the Employer. In determining whether you satisfy the minimum service requirements to participate under the Plan, all service you perform for the Employer will be counted.

Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask the Plan Administrator for further details.

What happens if I'm a participant, terminate employment and then I'm rehired?

If you are no longer a participant because of a termination of employment, and you are rehired, then you will be able to participate in the Plan on the date on which you are rehired if you are otherwise eligible to participate in the Plan.

ARTICLE II

EMPLOYEE CONTRIBUTIONS

What are elective deferrals and how do I contribute them to the Plan?

Elective Deferrals.As a participant under the Plan, you may elect to reduce your compensation by a specific percentage or dollar amount and have that amount contributed to the Plan as an elective deferral. There are two types of elective deferrals: pre‑tax deferrals and Roth deferrals. For purposes of this SPD, "elective deferrals" generally means both pre‑tax deferrals and Roth deferrals. Regardless of the type of deferral you make, the amount you defer is counted as compensation for purposes of Social Security taxes.

Pre-Tax Deferrals. If you elect to make pre-tax deferrals, then your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Therefore, with a pre-tax deferral, federal income taxes on the deferral contributions and on the earnings are only postponed. Eventually, you will have to pay taxes on these amounts.

Roth Deferrals. If you elect to make Roth deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the deferrals and, in certain cases, the earnings on the deferrals are not subject to federal income taxes when distributed to you. In order for the earnings to be tax free, you must meet certain conditions. See "What are my tax consequences when I receive a distribution from the Plan?" below.

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Deferral procedure. The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Plan Administrator. If you wish to defer, the procedure will require that you enter into a salary reduction agreement. You may elect to defer a portion of your compensation payable on or after your Entry Date. Such election will become effective as soon as administratively feasible after it is received by the Plan Administrator. Your election will remain in effect until you modify or terminate it.

Deferral modifications. You may revoke or make modifications to your salary deferral election in accordance with procedures that the Employer provides. See the Plan Administrator for further information.

Deferral Limit.As a participant, you may elect to defer not less than 1% of your payroll period compensation and not more than 50% of your payroll period compensation.

Deferral Limitations

Elective Deferral Contributions for Highly Compensated Employees (HCEs) are subject to a maximum limit of 3% of Compensation per Plan Year.

Annual dollar limit. Your total deferrals in any taxable year may not exceed a dollar limit which is set by law. The limit for 2017 is $18,000. After 2017, the dollar limit may increase for cost‑of‑living adjustments.

Deferrals limited by nondiscrimination testing. In addition to the annual dollar limit just described, the law requires testing of the deferrals to ensure that deferrals by HCEs do not exceed certain limits. If you are a highly compensated employee (generally more than 5% owners and certain family members (regardless of how much they earn),  or individuals receiving wages in excess of certain amounts established by law), a distribution of amounts attributable to your elective deferrals or certain excess contributions may be required to comply with the law. The Plan Administrator will notify you if and when a distribution of deferrals is required.

Catch‑up contributions. If you are at least age 50 or will attain age 50 before the end of a calendar year, then you may elect to defer additional amounts (called "catch‑up contributions") to the plan for that year. The additional amounts may be deferred regardless of any other limitations on the amount that you may defer to the plan. The maximum "catch‑up contribution" that you can make in 2017 is $6,000. After 2017, the maximum may increase for cost‑of‑living adjustments. Any "catch-up contributions" that you make will be taken into account in determining any Employer matching contribution made to the Plan.

You should be aware that each separately stated annual dollar limit on the amount you may defer (the annual deferral limit and the "catch‑up contribution" limit) is a separate aggregate limit that applies to all such similar elective deferral amounts and "catch‑up contributions" you may make under this Plan and any other cash or deferred arrangements (including tax‑sheltered 403(b) annuity contracts, simplified employee pensions or other 401(k) plans) in which you may be participating. Generally, if an annual dollar limit is exceeded, then the excess must be returned to you in order to avoid adverse tax consequences. For this reason, it is desirable to request in writing that any such excess elective deferral amounts be returned to you.

If you are in more than one plan, you must decide which plan or arrangement you would like to return the excess. If you decide that the excess should be distributed from this Plan, you must communicate this in writing to the Plan Administrator no later than the March 1st following the close of the calendar year in which such excess deferrals were made. However, if the entire dollar limit is exceeded in this Plan or any other plan the Employer maintains, then you will be deemed to have notified the Plan Administrator of the excess. The Plan Administrator will then return the excess deferral and any earnings to you by April 15th.

Automatic Escalation of Salary Reduction Agreement amount.Effective July 1, 2015, the Plan includes automatic escalation provisions. Accordingly, if you have completed a Salary Reduction Agreement specifying the amount to be withheld as an elective deferral from your pay each payroll period, the Employer will automatically increase the amount withheld from your pay as indicated below.

Participants affected.All Participants who have a Salary Reduction Agreement in place and the Elected Deferral is less than 10%.

The amount withheld from your pay each payroll period will be increased as follows: The Elective Deferral percentage will increase 1% each October 1st "Change Date" until the percentage reaches 10%.  However, the Participant's first Deferral Percentage increase will be on the first available Change Date that is at least 12 months following the day the Participant enters the Automatic Increase program unless the Participant makes a Contrary Election of 10% or more.

Contact the Plan Administrator if you have any questions concerning the application of the automatic escalation provisions.

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What are rollover contributions?

Rollover contributions. At the discretion of the Plan Administrator, if you are an eligible employee, you may be permitted to deposit into the Plan distributions you have received from other plans and certain IRAs. Such a deposit is called a "rollover" and may result in tax savings to you. You may ask the Plan Administrator or Trustee of the other plan or IRA to directly transfer (a "direct rollover") to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is in your best interest.

Rollover account. Your rollover will be accounted for in a "rollover account." You will always be 100% vested in your "rollover account" (see the Article in this SPD entitled "Vesting"). This means that you will always be entitled to all amounts in your rollover account. Rollover contributions will be affected by any investment gains or losses.

Withdrawal of rollover contributions. You may withdraw the amounts in your "rollover account" at any time. You should see the Articles in this SPD entitled "Distributions Prior to Termination of Employment," "Distributions upon Termination of Employment," and "Distributions upon Death" for an explanation of how benefits (including your "rollover account") are paid from the Plan.

What are In-Plan Roth Rollover Contributions?

In-Plan Roth Rollover Contributions.Effective May 1, 2016, if you are eligible for a distribution from an account, you may elect to roll over the distribution to a designated Roth contribution account in the Plan (referred to as an In-Plan Roth Rollover Contribution). You may only roll over the distribution directly. However, loans may not be rolled over as an In-Plan Roth Rollover Contribution.

Taxation and Irrevocable election. You do not pay taxes on the contributions or earnings of your pre‑tax accounts (including accounts attributable to Employer matching contributions and accounts attributable to Employer nonelective contributions) until you receive an actual distribution. In other words, the taxes on the contributions and earnings in your pre‑tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified distribution" (explained below), you do not pay taxes on the earnings that are attributable to the contributions.

If you elect an In‑Plan Roth Rollover Contribution, then the contribution will be included in your income for the year. Once you make an election, it cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the plan to pay the additional taxes. The In‑Plan Roth Rollover Contribution does not affect the timing of when a distribution may be made to you under the Plan; the contribution only changes the tax character of your account. You should consult with your tax advisor prior to making such a rollover.

Qualified Distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5‑year participation period. The 5‑year participation period is the 5‑year period beginning on the calendar year in which you first make the Roth rollover and ending on the last day of the calendar year that is 5‑years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD.

The law restricts any in‑service distributions from certain accounts which are maintained for you under the Plan before you reach age 59 1/2. These accounts are the ones set up to receive your salary deferral contributions and otherEmployer contributions which are used to satisfy special rules for 401(k) plans. Ask the Plan Administrator if you need more details.

What are In‑Plan Roth Transfers?

In‑Plan Roth Transfers.Effective May 1 ,2016, as a participant under the Plan, you may make an In‑Plan Roth Transfer. An In‑Plan Roth Transfer allows you to elect to change the tax treatment of all or some of the vested portion of your pre-tax accounts, as explained below.

Taxation and Irrevocable election. You do not pay taxes on the contributions or earnings of your pre‑tax accounts (including accounts attributable to Employer matching contributions and accounts attributable to Employer nonelective contributions) until you receive an actual distribution. In other words, the taxes on the contributions and earnings in your pre‑tax accounts are deferred until a distribution is made. Roth accounts, however, are the opposite. With a Roth account you pay current taxes on the amounts contributed. When a distribution is made to you from the Roth account, you do not pay taxes on the amounts you had contributed. In addition, if you have a "qualified distribution" (explained below), you do not pay taxes on the earnings that are attributable to the contributions.

The In‑Plan Roth Transfer allows you to transfer amounts from the vested portion of your pre‑tax accounts to an In‑Plan Roth Transfer Account. If you elect to make such a transfer, then the amount transferred will be included in your income for the year. Once you make an election, it cannot be changed. It's important that you understand the tax effects of making the election and ensure you have adequate resources outside of the plan to pay the additional taxes. The In‑Plan Roth Transfer does not affect the timing of when a distribution may be

January 1, 2018

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made to you under the Plan; the transfer only changes the tax character of your account. You should consult with your tax advisor prior to making a transfer election.

Qualified Distribution. As explained above, a distribution of the earnings on your Roth account will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5‑year participation period. The 5‑year participation period is the 5‑year period beginning on the calendar year in which you first make the Roth transfer and ending on the last day of the calendar year that is 5‑years later. See "What are my tax consequences when I receive a distribution from the Plan?" later in this SPD.

Account restrictions. You may elect an In‑Plan Roth Transfer only from the vested portion of the following accounts:

From all Accounts, however, loans may not be rolled over as an In-plan Roth Transfer.

ARTICLE III

EMPLOYER CONTRIBUTIONS

In addition to any deferrals you elect to make, the Employer may make additional contributions to the Plan. This Article describes Employer contributions that may be made to the Plan and how your share of the contributions is determined.

What is the Employer matching contribution and how is it allocated?

Matching Contribution. The Employer may make a discretionary matching contribution equal to a uniform percentage or dollar amount of your elective deferrals each payroll period.  The Employer will not match your elective deferrals in excess of 5% of your Compensation each payroll period.

The Plan will include catch-up deferrals in the elective deferral amount used to determine the amount of your matching contributions.

Allocation conditions. You will always share in the matching contribution regardless of the amount of service you complete during the Plan Year.

What is the Employer nonelective contribution and how is it allocated?

Nonelective contribution. Each year, the Employer may make a discretionary nonelective contribution to the Plan. Your share of any contribution is determined below.

Allocation conditions. In order to share in the nonelective contribution you must satisfy the following conditions:

If you are employed on the last day of the Plan Year, you will share if you completed at least 1,000 Hours of Service during the Plan Year.

Waiver of allocation conditions

In certain cases, the Plan's allocation conditions may be waived, or waived as to certain participants, in a particular Plan Year. If this waiver applies to you, the Plan Administrator will advise you that you are entitled to an allocation of the Employer nonelective contributions for that year, even though you have not satisfied the Plan's allocation conditions for that year.

Your share of the contribution. The nonelective contribution will be "allocated" or divided among participants eligible to share in the contribution for the Plan Year.

Your share of the nonelective contribution is determined by the following fraction:

Nonelective Contribution	X	Your Compensation
		Total Compensation of All
		Participants Eligible to Share

For example: Suppose the nonelective contribution for the Plan Year is $20,000. Employee A's compensation for the Plan Year is $25,000. The total compensation of all participants eligible to share, including Employee A, is $250,000. Employee A's share will be:

$20,000	X	$25,000	or	$2,000
		$250,000

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How is my service determined for allocation purposes?

Hour of Service. You will be credited with your actual Hours of Service for:

(a)each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year;

(b)each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay‑off, military duty, jury duty or leave of absence during the Plan Year) but credit will not exceed 501 hours of service for any single continuous period during which you perform no duties; and

(c)each hour for back pay awarded or agreed to by the Employer.

You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

What are forfeitures and how are they allocated?

Definition of forfeitures. In order to reward employees who remain employed with the Employer for a long period of time, the law permits a "vesting schedule" to be applied to certain contributions that the Employer makes to the Plan. This means that you will not be entitled to ("vested" in) all of the contributions until you have been employed with the Employer for a specified period of time (see the Article in this SPD entitled "Vesting"). If a participant terminates employment before being fully vested, then the non‑vested portion of the terminated participant's account balance remains in the Plan and is called a forfeiture. Forfeitures may be used by the Plan for several purposes.

Allocation of forfeitures. Forfeitures will be allocated as follows:

Forfeitures may be used to pay plan expenses, used to reduce any nonelective contribution or used to reduce any matching contribution.

ARTICLE IV

COMPENSATION AND ACCOUNT BALANCE

What compensation is used to determine my Plan benefits?

All Contributions

Definition of compensation. Compensation is defined as your total compensation that is subject to income tax and paid to you by the Employer. If you are a self-employed individual, your compensation will be equal to your earned income. The following describes the adjustments to compensation that apply for the contributions noted above.

Adjustments to compensation. The following adjustments to compensation will be made:

elective deferrals to this Plan and to any other plan or arrangement (such as a cafeteria plan) will be included.

compensation paid while not a Participant in the component of the Plan for which compensation is being used will be excluded.

compensation paid by a related employer that is not a participating employer will be excluded.

compensation paid after you terminate is generally excluded for Plan purposes. However, the following amounts will be included in compensation even though they are paid after you terminate employment, provided these amounts would otherwise have been considered compensation as described above and provided they are paid within 2 1/2 months after you terminate employment, or if later, the last day of the Plan Year in which you terminate employment:

compensation paid for services performed during your regular working hours, or for services outside your regular working hours (such as overtime or shift differential), or other similar payments that would have been made to you had you continued employment.

compensation paid for unused accrued bona fide sick, vacation or other leave, if such amounts would have been included in compensation if paid prior to your termination of employment and you would have been able to use the leave if employment had continued.

nonqualified unfunded deferred compensation if the payment is includible in gross income and would have been paid to you had you continued employment.

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Additional compensation adjustment provisions

Distributions from the Ingles Market, Inc. Executive Nonqualified Excess Plan will be excluded from Compensation for all Contribution types.

Is there a limit on the amount of compensation which can be considered?

The Plan, by law, cannot recognize annual compensation in excess of a certain dollar limit. The limit for the Plan Year beginning in 2017 is $270,000. After 2017, the dollar limit may increase for cost‑of‑living adjustments.

Is there a limit on how much can be contributed to my account each year?

Generally, the law imposes a maximum limit on the amount of contributions including elective deferrals (excluding catch-up contributions) that may be made to your account and any other amounts allocated to any of your accounts during the Plan Year, excluding earnings. Beginning in 2017, this total cannot exceed the lesser of $54,000 or 100% of your annual compensation (as limited under the previous question). After 2017, the dollar limit may increase for cost‑of‑living adjustments.

How is the money in the Plan invested?

The Trustee of the Plan has been designated to hold the assets of the Plan for the benefit of Plan participants and their beneficiaries in accordance with the terms of this Plan. The trust fund established by the Plan's Trustee will be the funding medium used for the accumulation of assets from which Plan benefits will be distributed.

Participant direction of investments. You will be able to direct the investment of certain portions of your interest in the Plan. The Plan Administrator will provide you with information on the investment choices available to you, the procedures for making investment elections, the frequency with which you can change your investment choices and other important information. You need to follow the procedures for making investment elections and you should carefully review the information provided to you before you give investment directions. If you do not direct the investment of your applicable Plan accounts, then your accounts will be invested in accordance with the default investment alternatives established under the Plan.

Earnings or losses. When you direct investments, your accounts are segregated for purposes of determining the earnings or losses on these investments. Your Participant-directed Account does not share in the investment performance of other participants who have directed their own investments. You should remember that the amount of your benefits under the Plan will depend in part upon your choice of investments. Gains as well as losses can occur and the Employer, the Plan Administrator, and the Trustee will not provide investment advice or guarantee the performance of any investment you choose.

Account limitations. You may only direct the investment of amounts in the following accounts:

elective deferral accounts

account(s) attributable to Employer matching contributions

rollover and transfer accounts

Periodically, you will receive a benefit statement that provides information on your account balance and your investment returns.It is your responsibility to notify the Plan Administrator of any errors you see on any statements within 30 days after the statement is provided or made available to you.

Will Plan expenses be deducted from my account balance?

The Plan will pay some or all Plan related expenses except for a limited category of expenses, known as "settlor expenses," which the law requires the employer to pay. Generally, settlor expenses relate to the design, establishment or termination of the Plan. See the Plan Administrator for more details. The expenses charged to the Plan may be charged pro rata to each Participant in relation to the size of each Participant's account balance or may be charged equally to each Participant. In addition, some types of expenses may be charged only to some Participants based upon their use of a Plan feature or receipt of a plan distribution. Finally, the Plan may charge expenses in a different manner as to Participants who have terminated employment with the Employer versus those Participants who remain employed with the Employer.

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ARTICLE V

VESTING

What is my vested interest in my account?

In order to reward employees who remain employed with the Employer for a long period of time, the law permits a "vesting schedule" to be applied to certain contributions that the Employer makes to the Plan. This means that you will not be entitled to ("vested in") all of the contributions until you have been employed with the Employer for a specified period of time.

elective deferrals including Roth 401(k) deferrals and catch-up contributions

rollover contributions

Vesting schedules. Your "vested percentage" for certain Employer contributions is based on vesting Years of Service. This means at the time you stop working, your account balance attributable to contributions subject to a vesting schedule is multiplied by your vested percentage. The result, when added to the amounts that are always 100% vested as shown above, is your vested interest in the Plan, which is what you will actually receive from the Plan.

Nonelective Contributions

Your "vested percentage" in your account attributable to nonelective contributions is determined under the following schedule. You will always, however, be 100% vested in your nonelective contributions if you are employed on or after your Early or Normal Retirement Age or if you terminate employment on account of your death, or if you terminate employment as a result of becoming disabled.

Vesting Schedule
Nonelective Contributions
Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	80%
6	100%

Matching Contributions

Your "vested percentage" in your account attributable to matching contributions is determined under the following schedule. You will always, however, be 100% vested in your matching contributions if you are employed on or after your Early or Normal Retirement Age or if you terminate employment on account of your death, or if you terminate employment as a result of becoming disabled.

Vesting Schedule
Matching Contributions
Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	80%
6	100%

Additional vesting provisions

Prior Plan Account is also subject to the six year graded vesting schedule.

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How is my service determined for vesting purposes?

Year of Service. To earn a Year of Service, you must be credited with at least 1,000 Hours of Service during a Plan Year. The Plan contains specific rules for crediting Hours of Service for vesting purposes. The Plan Administrator will track your service and will credit you with a Year of Service for each Plan Year in which you are credited with the required Hours of Service, in accordance with the terms of the Plan. If you have any questions regarding your vesting service, you should contact the Plan Administrator.

Hour of Service. You will be credited with your actual Hours of Service for:

(a)each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year;

(b)each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay‑off, military duty, jury duty or leave of absence during the Plan Year) but credit will not exceed 501 hours of service for any single continuous period during which you perform no duties; and

(c)each hour for back pay awarded or agreed to by the Employer.

You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

What service is counted for vesting purposes?

Service with the Employer. In calculating your vested percentage, all service you perform for the Employer will generally be counted.

Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask the Plan Administrator for further details.

What happens to my non‑vested account balance if I'm rehired?

If you have no vested interest in the Plan when you leave, your account balance will be forfeited. However, if you are rehired before incurring five consecutive Breaks in Service, your account balance as of the date of your termination of employment will be restored, unadjusted for any gains or losses.

If you are partially vested in your account balance when you leave, the non‑vested portion of your account balance will be forfeited on the earlier of the date:

(a)of the distribution of your vested account balance, or

(b)when you incur five consecutive Breaks in Service.

If you received a distribution of your vested account balance and are rehired, you may have the right to repay this distribution. If you repay the entire amount of the distribution, the Employer will restore your account balance with your forfeited amount. You must repay this distribution within five years from your date of rehire, or, if earlier, before you incur five consecutive Breaks in Service. If you were 100% vested when you left, you do not have the opportunity to repay your distribution.

What happens if the Plan becomes a "top-heavy plan"?

Top-heavy plan. A retirement plan that primarily benefits "key employees" is called a "top-heavy plan." Key employees are certain owners or officers of the Employer. A plan is generally a "top-heavy plan" when more than 60% of the plan assets are attributable to key employees. Each year, the Plan Administrator is responsible for determining whether the Plan is a "top-heavy plan."

Top-heavy rules. If the Plan becomes top-heavy in any Plan Year, then non‑key employees may be entitled to certain "top-heavy minimum benefits," and other special rules will apply. These top-heavy rules include the following:

The Employer may be required to make a contribution on your behalf in order to provide you with at least "top-heavy minimum benefits."

If you are a participant in more than one Plan, you may not be entitled to "top-heavy minimum benefits" under both Plans.

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ARTICLE VI

DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT

Can I withdraw money from my account while working?

In-service distributions. You may be entitled to receive an in-service distribution. However, this distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement. This distribution is made at your election subject to possible administrative limitations on the frequency and actual timing of such distributions. You may withdraw amounts from accounts for rollover contributions at any time.

Conditions and Limitations. Generally you may receive a distribution from certain accounts prior to termination of employment provided you satisfy any of the following conditions:

you have attained age 59 1/2. Satisfying this condition allows you to receive distributions from all contribution accounts.

you have incurred a financial hardship as described below.

Qualified reservist distributions. If you: (i) are a reservist or National Guardsman; (ii) were/are called to active duty after September 11, 2001; and (iii) were/are called to duty for at least 180 days or for an indefinite period, you may take a distribution of your elective deferrals under the Plan while you are on active duty, regardless of your age. The 10% premature distribution penalty tax, normally applicable to Plan distributions made before you reach age 59 1/2, will not apply to the distribution. You also may repay the distribution to an IRA, without limiting amounts you otherwise could contribute to the IRA, provided you make the repayment within 2 years following your completion of active duty.

Distributions for deemed severance of employment. If you are on active duty for more than 30 days, then the Plan generally treats you as having severed employment for purposes of receiving a distribution from elective deferrals. This means that you may request a distribution from elective deferralsfrom the Plan. If you request a distribution on account of this deemed severance of employment, then you are not permitted to make any contributions to the Plan for six (6) months after the date of the distribution.

Although you may receive an in-service distribution from accounts which are not 100% vested, the amount of the distribution may not exceed the vested amount in the distributing account.

Hardship distributions. You may withdraw money on account of financial hardship if you satisfy certain conditions. This hardship distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive upon termination of employment or other event entitling you to distribution of your account balance. You may not receive a hardship distribution from your qualified nonelective or qualified matching contribution accounts, if any.

Qualifying expenses. A hardship distribution may be made to satisfy certain immediate and heavy financial needs that you have. A hardship distribution may only be made for payment of the following:

Expenses for medical care (described in Section 213(d) of the Internal Revenue Code) for you, your spouse or your dependents.

Costs directly related to the purchase of your principal residence (excluding mortgage payments).

Tuition, related educational fees, and room and board expenses for the next twelve (12) months of post‑secondary education for you, your spouse, your children or your dependents.

Amounts necessary to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence.

Payments for burial or funeral expenses for your deceased parent, spouse, children or dependents.

Expenses for the repair of damage to your principal residence (that would qualify for the casualty loss deduction under Internal Revenue Code Section 165).

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Conditions. If you have any of the above expenses, a hardship distribution can only be made if you certify and agree that all of the following conditions are satisfied:

(a)The distribution is not in excess of the amount of your immediate and heavy financial need. The amount of your immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution;

(b)You have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans that the Employer maintains; and

(c)That you will not make any elective deferrals for at least six (6) months after your receipt of the hardship distribution.

Account restrictions. You may request a hardship distribution only from the vested portion of the following accounts:

pre-tax 401(k) deferral accounts

Roth 401(k) deferral accounts

account(s) attributable to Employer matching contributions

account(s) attributable to Employer nonelective contributions

Elective Deferral account restrictions. In addition, thereare restrictions placed on hardship distributions which are made from your elective deferral accounts. Generally, the earnings on your elective deferrals may not be distributed to you on account of a hardship as the amount of any hardship distribution from your deferral account is limited to the amount of your prior deferrals, less any deferrals previously distributed. Ask the Plan Administrator if you need further details.

ARTICLE VII

DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

When can I get money out of the Plan?

You may receive a distribution of the vested portion of some or all of your accounts in the Plan when you terminate employment with the Employer. The rules regarding the payment of death benefits to your beneficiary are described in the Article in this SPD entitled "Distributions upon Death."

As to the possibility of receiving a distribution while you are still employed with the Employer, see the Article in this SPD entitled "Distributions Prior to Termination of Employment."

Military Service. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. There may also be benefits for employees who die or become disabled while on active duty. Employees who receive wage continuation payments while in the military may benefit from various changes in the law. If you think you may be affected by these rules, ask the Plan Administrator for further details.

Termination and distribution before Normal Retirement Age (or age 62 if later)

If your vested account balance exceeds $5,000, your consent is required to distribute your account before you reach Normal Retirement Age (or age 62 if later). You may elect to have your vested account balance distributed to you as soon as administratively feasible following your termination of employment. (See the question entitled "In what method and form will my benefits be paid to me?" below for an explanation of the method of payment.)

If you terminate employment with a vested account balance exceeding $5,000, you may elect to postpone your distribution until your "required beginning date" described below.

If your vested account balance does not exceed $5,000, a distribution of your vested account balance will be made to you, regardless of whether you consent to receive it, as soon as administratively feasible following your termination of employment. (See the question entitled "In what method and form will my benefits be paid to me?" below for an explanation of the method of payment.)

Amounts in your rollover account will not be considered as part of your benefit in determining whether the $5,000 threshold for timing of payments described above has been exceeded as well as for determining if the value of your vested account balance exceeds the $5,000 threshold used to determine whether you must consent to a distribution.

Automatic Rollover of Certain Account Balances. If your vested account balance does not exceed $5,000, the Plan will distribute your account without your consent. If the amount of the distribution exceeds $1,000 (including any rollover contribution) and you do not elect to

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either receive or roll over the distribution, your distribution will be directly rolled over to an IRA. See "Automatic IRA Rollover of Certain Account Balances" in the Article in this SPD entitled "Tax Treatment of Distributions."

Distribution on or after Normal Retirement Age (or age 62 if later)

If you terminate employment with the Employer and will receive distribution on or after the later of age 62 or Normal Retirement Age, the Plan will distribute your account without your consent. The distribution will occur as soon as administratively feasible at the same time described above for other pre-62/Normal Retirement Age distributions not requiring your consent, but in any event distribution will be made no later than 60 days after the end of the Plan Year in which you terminate employment. Notwithstanding the foregoing, if your vested account balance exceeds $5,000 (including rollover contributions), you may elect to postpone your distribution until your "required beginning date" described below.

What is Normal Retirement Age and what is the significance of reaching Normal Retirement Age?

You will attain your Normal Retirement Age when you reach age 65.

You will become 100% vested in all of your accounts under the Plan (assuming you are not already fully vested) if you are employed on or after your Normal Retirement Age.

What is Early Retirement Age and what is the significance of reaching Early Retirement Age?

Early Retirement Age. Your Early Retirement Age is the later ofthe date you have attained age 60 or the date you have completed 10 Years of Service with the Employer.  Your Years of Service will be determined using Years of Service for vesting.

You will become 100% vested (assuming you are not already fully vested) if you are employed on or after your Early Retirement Age.

What happens if I terminate employment due to disability?

Definition of disability. Under the Plan, disability is defined as a disability of a Participant within the meaning of Code Section 72(m)(7), to the exent that the Participant is entitled to disability retirement benefits under the federal Social Security Act as determined by the Social Security Administration.

Payment of benefits. If you terminate employment because you become disabled, you will become 100% vested in all of your accounts under the Plan and the Plan will distribute your account balance in the same manner as for any other non-death related termination.

In what method and form will my benefits be paid to me?

Termination and distribution before Normal Retirement Age (or age 62 if later)

If you terminate employment and will receive a distribution before the later of age 62 or Normal Retirement Age and your vested account balance does not exceed $5,000, then your vested account balance may only be distributed to you in a single lump‑sum payment in cash or in property.  If you are less than 100% vested in your account balance and have not incurred a forfeiture break in service, then your vested account balance may only be distributed to you in a single lump-sum payment in cash. A forfeiture break in service occurs after five consecutive one-year breaks in service. A break in service is a Plan Year in which you are not credited with at least 501 Hours of Service.

If you terminate employment and will receive a distribution before the later of age 62 and Normal Retirement Age and your vested account balance exceeds $5,000, you may elect to receive a distribution of your vested account balance in:

a single lump‑sum payment in cash or in property

installments over a period of not more than your assumed life expectancy (or the assumed life expectancies of you and your beneficiary)

Ad-Hoc distributions. You may request a distribution of some or all of your Plan accounts, at any time following your termination of employment, subject to any reasonable limits regarding timing and amounts as the Plan Administrator may impose.

In determining whether your vested account balance exceeds the $5,000 dollar threshold, "rollovers" (and any earnings allocable to "rollover" contributions) will not be taken into account.

Additional distribution provisions

For Lump Sum Distributions only, if the Participant?s Account exceeds the fair market value of one hundred (100) shares of Class A or Class B common stock of the Primary Sponsor as of the date on which the distribution is made, the Participant or designated Beneficiary may elect to receive payment of the Account in the form of such Class A or Class B shares held by the Participant.

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Distribution on or after Normal Retirement Age (or age 62 if later)

If you terminate employment and will receive distribution on or following the attainment of the later of age 62 or Normal Retirement Age, and your vested account balance (including rollovers) does not exceed $5,000, you will receive distribution in the form of a single lump-sum payment in cash or in property. If your balance exceeds $5,000, you may elect to receive distribution as described above relating to termination before the later of age 62 and Normal Retirement Age.In determining whether your vested account balance exceeds the $5,000 dollar threshold, "rollovers" (and any earnings allocable to "rollover" contributions) will be taken into account.

Required beginning date

As described above, you may delay the distribution of your vested account balance. However, if you elect to delay the distribution of your vested account balance, there are rules that require that certain minimum distributions be made from the Plan. If you are a 5% owner, distributions are required to begin not later than the April 1st following the end of the year in which you reach age 70 1/2. If you are not a 5% owner, distributions are required to begin not later than the April 1st following the later of the end of the year in which you reach age 70 1/2 or terminate employment. You should see the Plan Administrator if you think you may be affected by these rules.

ARTICLE VIII

DISTRIBUTIONS UPON DEATH

What happens if I die while working for the Employer?

If you die while still employed by the Employer, then 100% of your account balance will be used to provide your beneficiary with a death benefit.

Who is the beneficiary of my death benefit?

You may designate a beneficiary of your Plan account on a form provided to you for this purpose by the Plan Administrator. If you do not designate a beneficiary, your account will be distributed as described below under "No beneficiary designation." If you are married, your spouse has certain rights to the death benefit. You should immediately report any change in your marital status to the Plan Administrator.

Married Participant. If you are married at the time of your death, your spouse will be the beneficiary of the entire death benefit unless you designate in writing a different beneficiary. IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER THAN YOUR SPOUSE, YOUR SPOUSE MUST IRREVOCABLY CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE AND ACKNOWLEDGE THE SPECIFIC NON‑SPOUSE BENEFICIARY.

Changes to designation.

If, with spousal consent as required, you have designated someone other than your spouse as beneficiary and now wish to change your designation, see the Plan Administrator for details. In addition, you may elect a beneficiary other than your spouse without your spouse's consent if your spouse cannot be located.

Divorce. A divorce decree automatically revokes your designation of your spouse or former spouse as your beneficiary under the Plan unless a Qualified Domestic Relations Order provides otherwise. You should complete a form to make a new beneficiary designation if a divorce decree is issued. See the Plan Administrator for details if you think you may be affected by this provision.

Unmarried Participant. If you are not married, you may designate a beneficiary of your choosing.

No beneficiary designation. At the time of your death, if you have not designated a beneficiary or your beneficiary is not alive, the death benefit will be paid in the following order of priority to:

(a)your surviving spouse

(b)your children, including adopted children in equal shares (and if a child is not living, that child's share will be distributed to that child's living descendants)

(c)your surviving parents, in equal shares

(d)your estate

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How will the death benefit be paid to my beneficiary?

Method/form of distribution. The form of payment of the death benefit will be in cash or in property. If the death benefit payable to a beneficiary does not exceed $5,000, then the benefit may only be paid as a lump sum. If the death benefit exceeds $5,000, your beneficiary may elect to have the death benefit paid in:

a single lump‑sum payment in cash or in property

annual installments at least equal to the required minimum distribution amount

Ad-Hoc distributions. Your beneficiary may request a distribution of some or all of the death benefit, at any time following your death, subject to any reasonable limits the Plan Administrator may impose. Each such distribution must be at least equal to the required minimum distribution amount.

Timing of distribution. Payment of the death benefit must beginby the end of the calendar year which follows the year of your death if your designated beneficiary is a person, unless you die before your required beginning date and your designated beneficiary elects to have the entire death benefit paid by the end of the fifth year following the year of your death as indicated below. If your designated beneficiary is not a person, then your entire death benefit must generally be paid within five years after your death.  If your spouse is the sole beneficiary, your spouse may delay the start of payments until the year in which you would have attained age 70 1/2.

When must the last payment be made to my beneficiary (required minimum distributions)?

The law generally restricts the ability of a retirement plan to be used as a method of deferring taxation for an unlimited period beyond the participant's life. Thus, there are rules that are designed to ensure that death benefits are distributable to beneficiaries within certain time periods. The application of these rules depends upon whether you die before or after your "required beginning date" as described above under "Required beginning date."

Death before required beginning date.

Regardless of the method of distribution a beneficiary might otherwise be able to elect, if your designated beneficiary is a person (other than your estate or certain trusts), then minimum distributions of your death benefit must begin by the end of the calendar year which follows the year of your death and must be paid over a period not extending beyond your beneficiary's life expectancy. If your spouse is the sole beneficiary, your spouse may delay the start of payments until the year in which you would have attained age 70 1/2. However, instead of a life expectancy based distribution, your designated beneficiary may elect to have the entire death benefit paid by the end of the fifth year following the year of your death. Generally, if your beneficiary is not a person, then your entire death benefit must be paid within five years after your death.

Death after required beginning date.

If you die on or after your required beginning date, regardless of the method of distribution a beneficiary might otherwise be able to elect, payment must be made over a period which does not exceed the greater of the beneficiary's life expectancy or your remaining life expectancy (determined in accordance with applicable life expectancy tables and without regard to your actual death). If your beneficiary is not a person, your entire death benefit must be paid over a period not exceeding your remaining life expectancy (determined in accordance with applicable life expectancy tables and without regard to your actual death).

What happens if I terminate employment, commence payments and then die before receiving all of my benefits?

Your beneficiary will be entitled to your remaining vested interest in the Plan at the time of your death. See the Plan Administrator for more information regarding the timing and method of payments that apply to your beneficiary. The provision in the Plan providing for full vesting of your benefit upon death does not apply if you die after terminating employment.

ARTICLE IX

TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution from the Plan?

Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution. Certain distributions made to you when you are under age 59 1/2 could be subject to an additional 10% tax.

You will not be taxed on distributions of your Roth 401(k) deferrals. In addition, a distribution of the earnings on the Roth 401(k) deferrals will not be subject to tax if the distribution is a "qualified distribution." A "qualified distribution" is one that is made after you have attained age 59 1/2 or is made on account of your death or disability. In addition, in order to be a "qualified distribution," the distribution cannot be made prior to the expiration of a 5‑year participation period. The 5‑year participation period is the 5‑year period beginning on the calendar

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year in which you first make a Roth 401(k) deferral to our Plan (or to another 401(k) plan or 403(b) plan if such amount was rolled over into this Plan) and ending on the last day of the calendar year that is 5 years later.

Qualified reservist distributions. If you: (i) are a reservist or National Guardsman; (ii) were/are called to active duty after September 11, 2001; and (iii) were/are called to duty for at least 180 days or for an indefinite period, you may take a distribution of your elective deferrals under the Plan while you are on active duty, regardless of your age. The 10% premature distribution penalty tax, normally applicable to Plan distributions made before you reach age 59 1/2, will not apply to the distribution. You also may repay the distribution to an IRA, without limiting amounts you otherwise could contribute to the IRA, provided you make the repayment within 2 years following your completion of active duty.

Can I elect a rollover to reduce or defer tax on my distribution?

Rollover or Direct Transfer. You may reduce, or defer entirely, the tax due on your distribution through use of one of the following methods:

(a)60-day rollover. You may roll over all or a portion of the distribution to an Individual Retirement Account or Annuity (IRA) or another employer retirement plan willing to accept the rollover. This will result in no tax being due until you begin withdrawing funds from the IRA or other qualified employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances, all or a portion of a distribution (such as a hardship distribution) may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or a portion of your distribution amount, then the direct rollover option described in paragraph (b) below would be the better choice.

(b)Direct rollover. For most distributions, you may request that a direct transfer (sometimes referred to as a direct rollover) of all or a portion of a distribution be made to either an Individual Retirement Account or Annuity (IRA) or another employer retirement plan willing to accept the transfer (See the question entitled "What are the In-Plan Roth Rollover Contributions?" for special rules on In-Plan Roth Rollovers). A direct transfer will result in no tax being due until you withdraw funds from the IRA or other employer plan. Like the rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct transfer. If you elect to actually receive the distribution rather than request a direct transfer, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes.

Automatic IRA Rollover of Certain Account Balances

If a mandatory distribution is being made to you before the later of age 62 or Normal Retirement Age and your vested account balance does not exceed $5,000 (disregarding any rollover contribution), the Plan will distribute your vested portion in a single lump-sum payment in cash or in property. However, you may elect whether to receive the distribution or to roll over the distribution to another retirement plan such as an individual retirement account ("IRA"). At the time of your termination of employment, the Plan Administrator will provide you with further information regarding your distribution rights. If the amount of the distribution exceeds $1,000 (including any rollover contribution) and you do not elect either to receive or to roll over the distribution, the Plan automatically will roll over the distribution to an IRA. The IRA provider will invest the rollover funds in a type of investment designed to preserve principal and to provide a reasonable rate of return and liquidity (e.g., an interest-bearing account, a certificate of deposit or a money market fund). The IRA provider will charge your account for any expenses associated with the establishment and maintenance of the IRA and with the IRA investments. In addition, your beneficiary designation under the Plan, if any, will not apply to the rollover IRA. The IRA's terms will control in establishing a designated beneficiary under the IRA. You may transfer the IRA funds to any other IRA you choose. You may contact the Plan Administrator at the address and telephone number indicated in this SPD for further information regarding the Plan's automatic rollover provisions, the IRA provider and the fees and charges associated with the IRA.

Tax Notice. WHENEVER YOU RECEIVE A DISTRIBUTION THAT IS AN ELIGIBLE ROLLOVER DISTRIBUTION, THE PLAN ADMINISTRATOR WILL DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

ARTICLE X

LOANS

Is it possible to borrow money from the Plan?

Yes. Loans are permitted in accordance with the Plan Loan Policy. If you wish to receive a copy of the Loan Policy, please contact the Plan Administrator.

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ARTICLE XI

PROTECTED BENEFITS AND CLAIMS PROCEDURES

Are my benefits protected?

As a general rule, your interest in your account, including your "vested interest," may not be alienated. This means that your interest may not be sold, used as collateral for a loan (other than for a Plan loan), given away or otherwise transferred (except at death to your beneficiary). In addition, your creditors (other than the IRS) may not attach, garnish or otherwise interfere with your benefits under the Plan.

Are there any exceptions to the general rule?

There are three exceptions to this general rule. The Plan Administrator must honor a qualified domestic relations order (QDRO). A QDRO is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, children or other dependents. If a QDRO is received by the Plan Administrator, all or a portion of your benefits may be used to satisfy that obligation. The Plan Administrator will determine the validity of any domestic relations order received. You and your beneficiaries can obtain from the Plan Administrator, without charge, a copy of the procedure used by the Plan Administrator to determine whether a qualified domestic relations order is valid.

The second exception applies if you are involved with the Plan's operation. If you are found liable for any action that adversely affects the Plan, the Plan Administrator can offset your benefits by the amount that you are ordered or required by a court to pay the Plan. All or a portion of your benefits may be used to satisfy any such obligation to the Plan.

The last exception applies to Federal tax levies and judgments. The Federal government is able to use your interest in the Plan to enforce a Federal tax levy and to collect a judgment resulting from an unpaid tax assessment.

Can the Employer amend the Plan?

The Employer has the right to amend the Plan at any time. In no event, however, will any amendment authorize or permit any part of the Plan assets to be used for purposes other than the exclusive benefit of participants or their beneficiaries. Additionally, no amendment will cause any reduction in the amount credited to your account.

What happens if the Plan is discontinued or terminated?

Although the Employer intends to maintain the Plan indefinitely, the Employer reserves the right to terminate the Plan at any time. Upon termination, no further contributions will be made to the Plan and all amounts credited to your accounts will become 100% vested. The Employer will direct the distribution of your accounts in a manner permitted by the Plan as soon as practicable. You will be notified if the Plan is terminated.

How do I submit a claim for Plan benefits?

Benefits will generally be paid to you and your beneficiaries without the necessity for formal claims. Contact the Plan Administrator if you are entitled to benefits or if you think an error has been made in determining your benefits. Any such request should be in writing.

If the Plan Administrator determines the claim is valid, then you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit.

What if my benefits are denied?

Your request for Plan benefits will be considered a claim for Plan benefits, and it will be subject to a full and fair review. If your claim is wholly or partially denied, the Plan Administrator will provide you with a written or electronic notification of the Plan's adverse determination. This written or electronic notification must be provided to you within a reasonable period of time, but not later than 90 days after the receipt of your claim by the Plan Administrator, unless the Plan Administrator determines that special circumstances require an extension of time for processing your claim. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension will be furnished to you prior to the termination of the initial 90‑day period. In no event will such extension exceed a period of 90 days from the end of such initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination.

In the case of a claim for disability benefits, if disability is determined by a physician (rather than relying upon a determination of disability for Social Security purposes), then instead of the above, the Plan Administrator will provide you with written or electronic notification of the Plan's adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt of the claim by the Plan. This period may be extended by the Plan for up to 30 days, provided that the Plan Administrator both determines that such an extension is necessary due to matters beyond the control of the Plan and notifies you, prior to the expiration of the initial 45‑day period, of the circumstances requiring the extension of time and the date by which the Plan expects to render a decision. If, prior to the end of the first 30‑day extension period, the Plan Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided

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that the Plan Administrator notifies you, prior to the expiration of the first 30‑day extension period, of the circumstances requiring the extension and the date as of which the plan expects to render a decision. In the case of any such extension, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and you will be afforded at least 45 days within which to provide the specified information.

The Plan Administrator's written or electronic notification of any adverse benefit determination must contain the following information:

(a)The specific reason or reasons for the adverse determination.

(b)Reference to the specific Plan provisions on which the determination is based.

(c)A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary.

(d)Appropriate information as to the steps to be taken if you or your beneficiary wants to submit your claim for review.

(e)In the case of disability benefits where disability is determined by a physician:

(i)If an internal rule, guideline, protocol, or other similar criterion (collectively "rule") was relied upon in making the adverse determination, either the specific rule or a statement that such rule was relied upon in making the adverse determination and that a copy of that rule will be provided to you free of charge upon request.

(ii)If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to your medical circumstances, or a statement that such explanation will be provided to you free of charge upon request.

If your claim has been denied, and you want to submit your claim for review, you must follow the claims review procedure in the next question.

What is the claims review procedure?

Upon the denial of your claim for benefits, you may file your claim for review, in writing, with the Plan Administrator.

(a)YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR BENEFITS.

HOWEVER, IF YOUR CLAIM IS FOR DISABILITY BENEFITS AND DISABILITY IS DETERMINED BY A PHYSICIAN, THEN INSTEAD OF THE ABOVE, YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 180 DAYS FOLLOWING RECEIPT OF NOTIFICATION OF AN ADVERSE BENEFIT DETERMINATION.

(b)You may submit written comments, documents, records, and other information relating to your claim for benefits.

(c)You may review all pertinent documents relating to the denial of your claim and submit any issues and comments, in writing, to the Plan Administrator.

(d)You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits.

(e)Your claim for review must be given a full and fair review. This review will take into account all comments, documents, records, and other information submitted by you relating to your claim, without regard to whether such information was submitted or considered in the initial benefit determination.

In addition to the claims review procedure above, if your claim is for disability benefits and disability is determined by a physician, then:

(a)Your claim will be reviewed without deference to the initial adverse benefit determination and the review will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual.

(b)In deciding an appeal of any adverse benefit determination that is based in whole or part on medical judgment, the appropriate named fiduciary will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment.

(c)Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with your adverse benefit determination will be identified, without regard to whether the advice was relied upon in making the benefit determination.

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(d)The health care professional engaged for purposes of a consultation under (b) above will be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual.

The Plan Administrator will provide you with written or electronic notification of the Plan's benefit determination on review. The Plan Administrator must provide you with notification of this denial within 60 days after the Plan Administrator's receipt of your written claim for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing your claim. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension will be furnished to you prior to the termination of the initial 60‑day period. In no event will such extension exceed a period of 60 days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. However, if the claim relates to disability benefits and disability is determined by a physician, then 45 days will apply instead of 60 days in the preceding sentences. In the case of an adverse benefit determination, the notification will set forth:

(a)The specific reason or reasons for the adverse determination.

(b)Reference to the specific Plan provisions on which the benefit determination is based.

(c)A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits.

(d)In the case of disability benefits where disability is determined by a physician:

(i)If an internal rule, guideline, protocol, or other similar criterion (collectively "rule") was relied upon in making the adverse determination, either the specific rule or a statement that such rule was relied upon in making the adverse determination and that a copy of that rule will be provided to you free of charge upon request.

(ii)If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to your medical circumstances, or a statement that such explanation will be provided to you free of charge upon request.

If you have a claim for benefits which is denied, then you may file suit in a state or Federal court. However, in order to do so, you must file the suit no later than 180 days after the date of the Plan Administrator's final determination denying your claim.

What are my rights as a Plan participant?

As a participant in the Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants are entitled to:

(a)Examine, without charge, at the Plan Administrator's office and at other specified locations, all documents governing the Plan, including collective bargaining agreements and insurance contracts, if any, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b)Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including collective bargaining agreements and insurance contracts, if any, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

(c)Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including the Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110.00 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

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If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. You and your beneficiaries can obtain, without charge, a copy of the Plan's QDRO procedures from the Plan Administrator.

If it should happen that the Plan's fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, it finds your claim is frivolous.

What can I do if I have questions or my rights are violated?

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

ARTICLE XII

GENERAL INFORMATION ABOUT THE PLAN

There is certain general information which you may need to know about the Plan. This information has been summarized for you in this Article.

Plan Name

The full name of the Plan is Ingles Markets, IncorporatedInvestment/Profit Sharing Plan.

Plan Number

The Employer has assigned Plan Number 001 to your Plan.

Plan Effective Dates

This Plan was originally effective on September 25, 1972. The amended and restated provisions of the Plan become effective on January 1, 2017.

Other Plan Information

Employer Information

The Employer's name, address, business telephone number and identification number are:

Ingles Markets, Incorporated

2913 US Highway 70W

Black Mountain,  North Carolina28711

1-828-669-2941

56-0846267

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Milkco, Inc.

56-1341381

Plan Administrator Information

Ingles Markets, Incorporated

2913 US Highway 70W

Black Mountain,  North Carolina28711

1-828-669-2941

Plan Trustee Information and Plan Funding Medium

The Plan's Trustees are:

The business telephone number for the Plan's Trustees is:

Ingles Markets, Incorporated
Investment/Profit Sharing Plan

COMMON QUESTIONS ABOUT OUR 401(k) PLAN

Introduction

The following questions and answers highlight some of the important parts of our Plan. Remember, these are only highlights. The Summary Plan Description ("SPD") describes the Plan in much greater detail. If you have any questions about these highlights, the SPD, or the Plan, you should ask the Plan Administrator.

Q.Why is the Employer sponsoring a 401(k) plan?

A.The Employer is sponsoring this Plan so that you may save for retirement. This Plan is a type of qualified retirement plan commonly referred to as a 401(k) Plan. As a participant under the Plan, you may elect to contribute a portion of your compensation to the Plan. In addition, the Employer may make contributions to the Plan on your behalf.

Q.How do I participate in the Plan?

A.Provided you are not an Excluded Employee, you may begin participating under the Plan once you have satisfied the eligibility requirements and reached your Entry Date. The following describes Excluded Employees, the eligibility requirements and Entry Date that apply.

All Contributions

Excluded Employees. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan. The Excluded Employees are:

union employees whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining

certain nonresident aliens who have no earned income from sources within the United States

leased employees

reclassified employees (an employee who was previously not treated as an employee of the Employer but you are reclassified as being an employee)

Additional Excluded Employee provisions

Independent Contractors are excluded from all Contribution types. See the Plan Administrator for additional information if you are not sure if this affects you.

Eligibility Conditions. You will be eligible to participate in the Plan when you have completed one (1) Year of Service and have attained age 18. However, you will actually participate in the Plan once you reach the Entry Date as described below.

See "Additional Entry Date provisions" below at the end of this question section for special provisions that may apply in determining Entry Dates.

See "Additional Entry Date provisions" below at the end of this question section for special provisions that may apply in determining Entry Dates.

See "Additional Entry Date provisions" below at the end of this question section for special provisions that may apply in determining Entry Dates.

Additional Entry Date provisions

The Entry Date for all Contribution types is the 1st (first) day of the 3rd (third) month after meeting the Eligibility conditions. See the Plan Administrator for additional information if you are not sure if this affects you.

Q.What are elective deferrals and how do I contribute them to the Plan?

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A.Elective Deferrals.As a participant under the Plan, you may elect to reduce your compensation by a specific percentage or dollar amount and have that amount contributed to the Plan. This amount is referred to as an elective deferral. There are two types of elective deferrals: pre‑tax deferrals and Roth deferrals. For purposes of this SPD, "elective deferrals" generally means both pre‑tax deferrals and Roth deferrals. Regardless of the type of deferral you make, the amount you defer is counted as compensation for purposes of Social Security taxes.

Pre-Tax Deferrals. If you elect to make pre-tax deferrals, then your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Therefore, with a pre-tax deferral, federal income taxes on the deferral contributions and on the earnings are only postponed. Eventually, you will have to pay taxes on these amounts.

Roth Deferrals. If you elect to make Roth deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the deferrals and, in most cases, the earnings on the deferrals are not subject to federal income taxes when distributed to you. In order for the earnings to be tax free, you must meet certain conditions. For further information, see the section in the SPD entitled "What are my tax consequences when I receive a distribution from the Plan?"

You may receive additional amounts from the Employer if you do contribute.

Q.When will I receive payments from the Plan?

A.The Plan is designed to encourage you to stay with the Employer until retirement. If you terminate employment with the Employer on or after Normal Retirement Age (or age 62 if later), the Plan will distribute your account without your consent. The distribution will occur as soon as administratively feasible at the same time described below for other (pre 62/Normal Retirement Age) distributions made after termination of employment not requiring your consent, but in any event distribution will be made no later than 60 days after the end of the Plan Year in which you terminate employment. Notwithstanding the foregoing, if your vested account balance exceeds $5,000 (including rollover contributions), you may elect to postpone your distribution until your "required beginning date" for required minimum distributions. (See "Required beginning date" under "In what method and form will my benefits be paid to me?" in the Article in the SPD entitled "Distributions upon Termination of Employment" for an explanation of the commencement of minimum required distributions.)

You will attain your Normal Retirement Age when you reach age 65.

Your Early Retirement Age is the later ofthe date you have attained age 60 or the date you have completed 10 Years of Service with the Employer.  Your Years of Service will be determined using Years of Service for vesting. If you reach your Early Retirement Age before Normal Retirement Age you will become 100% vested and the distribution of your account will occur at the same time described below for other distributions made after termination of employment.

Q.How much will I be paid when I terminate employment?

A.The amount you are paid when you terminate employment will be based upon the amount of money the Employer has put into the Plan for you (including your elective deferrals), plus or minus any earnings or losses and also on your vesting. You should review the Article in the SPD entitled "Employer Contributions" for an explanation of how the Employer makes contributions to the Plan and how they are shared by eligible employees.

Q.How will payments be made when I terminate employment?

A.If your vested account balance does not exceed $5,000, then your vested account balance may only be distributed to you in a single lump‑sum payment in cash or in property.  In determining whether your vested account balance exceeds the $5,000 dollar threshold, "rollovers" (and any earnings allocable to "rollover" contributions) will not be taken into account.

If your vested account balance exceeds $5,000, you may elect to receive a distribution of your vested account balance in:

a single lump‑sum payment in cash or in property

installments over a period of not more than your assumed life expectancy (or the assumed life expectancies of you and your beneficiary)

Ad-Hoc distributions. You may request a distribution of some or all of your Plan accounts, at any time following your termination of employment, subject to any reasonable limits regarding timing and amounts as the Plan Administrator may impose.

For Lump Sum Distributions only, if the Participant?s Account exceeds the fair market value of one hundred (100) shares of Class A or Class B common stock of the Primary Sponsor as of the date on which the distribution is made, the Participant or designated Beneficiary may elect to receive payment of the Account in the form of such Class A or Class B shares held by the Participant.

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You should review the Article in the SPD entitled "Distributions upon Termination of Employment" for a further explanation of the rules associated with the payment of benefits.

Q.What if I stop working before I reach Normal Retirement Age or early retirement age?

elective deferrals including Roth 401(k) deferrals and catch-up contributions

rollover contributions

Vesting schedules. Your "vested percentage" for certain Employer contributions is based on vesting Years of Service. This means at the time you stop working, your account balance attributable to contributions subject to a vesting schedule is multiplied by your vested percentage. The result, when added to the amounts that are always 100% vested as shown above, is your vested interest in the Plan, which is what you will actually receive from the Plan.

Nonelective Contributions

Your "vested percentage" in your account attributable to nonelective contributions is determined under the following schedule. You will always, however, be 100% vested in your nonelective contributions if you are employed on or after your Early or Normal Retirement Age or if you terminate employment on account of your death, or if you terminate employment as a result of becoming disabled.

Vesting Schedule
Nonelective Contributions
Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	80%
6	100%

Matching Contributions

Your "vested percentage" in your account attributable to matching contributions is determined under the following schedule. You will always, however, be 100% vested in your matching contributions if you are employed on or after your Early or Normal Retirement Age or if you terminate employment on account of your death, or if you terminate employment as a result of becoming disabled.

Vesting Schedule
Matching Contributions
Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	80%
6	100%

Additional vesting provisions

Prior Plan Account is also subject to the six year graded vesting schedule.

Q.If I stop working before my Normal Retirement Age (or age 62 if later), when will my vested amount be paid?

A.If your vested account balance exceeds $5,000, your consent is required to distribute your account before you reach your Normal Retirement Age (or age 62 if later). You may elect to have your vested account balance distributed to you as soon as administratively feasible following your termination of employment. (See "In what method and form will my benefits be paid to me?" in the Article in the SPD entitled "Distribution upon Termination of Employment" for an explanation of the method of payment.)

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If you terminate employment with a vested account balance exceeding $5,000, you may elect to postpone your distribution until your "required beginning date" for required minimum distributions. (See "Required beginning date" under "In what method and form will my benefits be paid to me?" in the Article in the SPD entitled "Distributions upon Termination of Employment" for an explanation of the commencement of minimum required distributions.)

If your vested account balance does not exceed $5,000, a distribution of your vested account balance will be made to you, regardless of whether you consent to receive it, as soon as administratively feasible following your termination of employment. (See "In what method and form will my benefits be paid to me?" in the Article in the SPD entitled "Distributions upon Termination of Employment" for an explanation of the method of payment.)

Amounts in your rollover account will not be considered as part of your benefit in determining whether the $5,000 threshold for timing of payments described above has been exceeded as well as for determining if the value of your vested account balance exceeds the $5,000 threshold used to determine whether you must consent to a distribution.

Q.What if I die before I terminate employment?

A.Your beneficiary will be entitled to 100% of your interest in the Plan upon your death. If you are single, you may name anyone you like to be your beneficiary. If you are married, in general, your spouse is your beneficiary of your death benefit unless you and your spouse name someone else as your beneficiary. You should review the question entitled "Who is the beneficiary of my death benefit?" in the Article in the SPD entitled "Distributions upon Death."

Q.Can I withdraw money from the Plan while I'm still working?

A.Generally you may receive a distribution from the Plan prior to your termination of employment provided you satisfy any of the following conditions:

you have attained age 59 1/2. Satisfying this condition generally allows you to receive distributions from all contribution accounts.

NOTE: THESE QUESTIONS AND ANSWERS ARE NOT MEANT TO BE A SUBSTITUTE FOR A THOROUGH READING OF THE SUMMARY PLAN DESCRIPTION. THE PROVISIONS OF THE 401(k) PLAN ARE VERY COMPLEX. IT IS NOT POSSIBLE TO FULLY EXPLAIN ALL ASPECTS OF THE PLAN IN THESE SHORT QUESTIONS AND ANSWERS. YOU SHOULD ALWAYS CONSULT THE SUMMARY PLAN DESCRIPTION IF YOU HAVE ANY QUESTIONS ABOUT THE PLAN. IF, AFTER READING THE SUMMARY PLAN DESCRIPTION, YOU STILL HAVE QUESTIONS, YOU SHOULD CONTACT THE PLAN ADMINISTRATOR.

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EX-10.11

Exhibit 10.11

In-Plan Roth Transfer Amendment

AMENDMENT TO PERMIT

IN-PLAN ROTH TRANSFERS

ARTICLE I

PREAMBLE

1.1	Effective date of Amendment.  The Employer adopts this Amendment to the Plan to permit In-Plan Roth Transfers, as set forth herein.  This Amendment is effective as of the Effective Date specified below.
1.2	Superseding of inconsistent provisions. This Amendment supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.
1.3	Construction.  Except as otherwise provided in this Amendment, any reference to “Section” in this Amendment refers only to sections within this Amendment, and is not a reference to the Plan.  The Article and Section numbering in this Amendment is solely for purposes of this Amendment, and does not relate to any Plan article, section or other numbering designations.
1.4	Effect of restatement of Plan.  If the Employer restates the Plan, then this Amendment shall remain in effect after such restatement unless the provisions in this Amendment are restated or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which incorporates these In-Plan Roth Transfer provisions).

ARTICLE II

ELECTIONS

The Employer adopts this Amendment to the Plan to permit participants to transfer part or all of a non-Roth account to a Roth account in the Plan, in accordance with the provisions of this Amendment.

2.1	Effective Date.  This Amendment is effective:  May 1, 2016 (enter date not earlier than January 1, 2013)
2.2	In-Plan Roth Transfers.  Any Participant may elect an In-Plan Roth Transfer as elected below:
	Source of In-Plan Roth Transfer.  The Plan permits a transfer from the following qualifying sources:
	a.	[]	The Vested portion of any Account
	b.	[X]	Only from the Vested portion of the following accounts (select one or more):
			1.	[  ]	Pre-Tax Effective Deferral Account.
			2.	[  ]	Account(s) attributable to Employer matching contributions (includes and ADP/ACP test safe harbor matching contributions).
			3.	[  ]	Account attributable to Employer profit sharing contributions.
			4.	[  ]	Qualified Nonelective Contribution Account (includes any ADP test safe harbor nonelective contributions
			5.	[  ]	Rollover Account.
			6.	[X]	Other.  From all Accounts, however, loans may not be rolled over as an In-Plan Roth Transfer.  (specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion (e.g., a Participant’s Pre-tax Deferral Account or Matching Contribution Account, but not the Participant’s Nonelective Contribution Account)).
	Other limitations on In-Plan Roth Transfer:
	c.	[X]	No other limitations.
	d.	[  ]	The following limitations apply (select one or more):
			1.	[  ]	The minimum amount that may be transferred is $______ (may not exceed $1,000).
			2.	[  ]	Transfers may only be made from accounts which are fully Vested. (Note: If this option is not elected and an In-Plan Roth Transfer is made from a partially-vested account, then the formula at Amendment Section 3.4.4 will apply).
			3.	[  ]	No more than _____ transfer(s) may be made during a Plan Year.
			4.	[  ]	Only Participants who are Employees may elect an In-Plan Roth Transfer.
			5.	[  ]	Transfers may be made subject to the following provisions (describe): ________ (must be definitely determinable and not subject to Employer or Administrator discretion).

© 2014 Wells Fargo Bank, N.A. or its suppliers

Page 1 of 2

ARTICLE III

AMENDMENT PROVISIONS

3.1	Right to elect In-Plan Roth Transfer.  A Participant may elect to transfer amounts to an In-Plan Roth Transfer Account in accordance with the provisions of the Plan and this Amendment.  In-Plan Roth Transfers will be subject to the taxation provisions and separate accounting requirements that apply to designated Roth accounts.  Furthermore, the Participant shall be fully Vested in the portion of his/her account attributable to the In-Plan Roth Transfer.
3.2	Form of transfer.  The Plan will transfer investments to the Participant’s In-Plan Roth Transfer Account in accordance with the Plan terms and procedures governing Plan investments.  A Participant loan that is transferred to a Participant’s In-Plan Roth Transfer Account (if such transfer is permitted) without changing the repayment schedule is not treated as a new loan.
3.3	Treatment of In-Plan Roth Transfers
3.3.1	No distribution treatment.  An In-Plan Roth Transfer is not a Plan distribution.  Accordingly, the spousal consent rules of Code §401(a)(11) do not apply due to the transfer and the Plan may not withhold or distribute any amounts for income tax withholding, unless a distribution of other amounts is permitted pursuant to the terms of the Plan.
3.3.2	Withdrawal of In-Plan Roth Transfers.  A Participant may withdraw amounts from the Participant’s In-Plan Roth Transfer Account only when the Participant is eligible for a distribution from the Plan account that is the source of the In-Plan Roth Transfer.  This Amendment does not expand or eliminate any distribution rights or restrictions on amounts that a Participant elects to treat as an In-Plan Roth Transfer.
3.4	Definitions and other rules.
3.4.1	In-Plan Roth Transfer. An In-Plan Roth Transfer means an amount that a Participant elects to transfer from a Plan Account, other than a designated Roth Account, into an In-Plan Roth Transfer Account, in accordance with Code  §402(c)(4)(E) and this Amendment.  An In-Plan Roth Transfer may only be made with respect to amounts that are not distributable under the terms of the Plan.
3.4.2	In-Plan Roth Transfer Account.  An In-Plan Roth Transfer Account is a sub-account the Plan Administrator establishes for the purpose of separately accounting for the Participant’s Transfers attributable to the Participant’s In-Plan Roth Transfers.  The Plan Administrator has authority to establish such a sub-account, and to the extent necessary, may establish sub-accounts based on the source of the In-Plan Roth Transfer.  The Plan Administrator will administer an In-Plan Roth Transfer Account as provided by IRS guidance and the Plan provisions, including the provisions of this Amendment.
3.4.3	Participant includes certain alternate payees. For purposes of eligibility for an In-Plan Roth Transfer, the Plan will treat a Participant’s alternate payee spouse or former spouse who is not an Employee as a Participant (unless the right to elect an In-Plan Roth Transfer is limited to Employees).
3.4.4	Distribution from partially Vested account.  Transfers (i.e., the source of the In-Plan Roth Transfer amounts) are permitted only from Vested amounts allocated to a qualifying source as identified in Amendment Section 2.2.  If a transfer is made by a Participant who has not severed employment and who is not fully Vested in the Participant’s Account from which the transfer is to be made, and the Participant may increase the Vested percentage in such account, then at any relevant time the Participant’s Vested portion of the account will be equal to an amount (“X”) determined by the formula:
	X equals P (AP plus D) - D
	For purposes of applying the formula: P is the Vested percentage at the relevant time, AB is the account balance at the relevant time, D is the amount of the transfer, and the relevant time is the time at which, under the Plan, the Vested percentage in the account cannot increase.
	*******

The Employer executes this Amendment on the date specified below.

Name of Plan:  Ingles Markets, Incorporated Investment/Profit Sharing Plan

Name of Employer:  Ingles Markets, Incorporated

03/20/2017	/s/ James Lanning
EMPLOYER	SIGNED

© 2014 Wells Fargo Bank, N.A. or its suppliers

Page 2 of 2

ADOPTING RESOLUTION

The undersigned authorized representative of Ingles Markets, Incorporated (the Employer) hereby certifies that the following resolutions were duly adopted by the Employer on the date specified below, and that such resolutions have not been modified or rescinded as of the signature date below:

RESOLVED, the Employer hereby approves an amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan to permit In-Plan Roth Transfers effective as of May 1, 2016 and that an authorized representative of the Employer is hereby authorized and directed to take any and all actions as it may deem necessary to effectuate this resolution

FURTHER RESOLVED, that the appropriate representatives of the Employer are authorized, empowered and directed to do all acts, including adopting a Plan amendment, necessary or desirable to effectuate the actions authorized herein.

The undersigned further certifies that attached hereto is a copy of the Amendment approved and adopted in the foregoing resolution.

Date:	03/20/2017	By:	/s/ James Lanning
			James Lanning, President and CEO
			[print name/title]

EX-10.12

Exhibit 10.12

PARTICIPATION AGREEMENT (1.24(D))

[Volume Submitter Adoption Agreement]

[Note: Each Participating Employer must execute a separate Participation Agreement, the terms of which control as to that Participating Employer.  If the Plan is a Multiple Employer Plan under Article XII, a Participating Employer may be a Related Employer or an Employer which is not a Related Employer.  Under a Multiple Employer Plan, if the Lead Employer will contribute to the Plan for its own Employees, the Lead Employer should execute a Participation Agreement.  See Section 12.02(B).]

Agreement as to Signatory/Lead Employer control. The undersigned Related Employer (or non-Related Employer if this Plan is a Multiple Employer Plan), by executing tis Participation Agreement, elects to become a Participating Employer in the Plan identified in the foregoing Adoption Agreement.  The Participating Employer accepts, and agrees to be bound by, all of the Elections as made by the Signatory/Lead Employer except as otherwise indicated below. The Participating Employer also hereby consents to the Signatory/Lead Employer’s sole authority (without further signature or other action by the Participating Employer) to amend, to restate or to terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to take certain other actions, in accordance with Sections 1.24(A) and 12.11 as applicable.

Plan Status(Choose one.):

[   ]	New Plan.
[X]	Restated Plan.

Initial Effective Date of Plan.(enter date)

[X] September 25, 1972(hereinafter called the “Effective Date” unless Restatement Effective Date is entered below)

Restatement Effective Date.(If this in an amendment and restatement, enter effective date of the restatement.)

[X] January 1, 2017 (enter month day, year; may enter a restatement date that is the first day of the current Plan Year.  The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws.) (hereinafter called the “Effective Date”)

[Note:  Unless otherwise noted, if the Participating Employer is adopting this Plan as a PPA restated Plan, the restated Effective Date is the date specified in Election 4 on the Adoption Agreement or the Participating Employer’s original Effective Date, whichever is later.  Where the Participating Employer is restating its Plan, the Participating Employer may wish to execute this Participation Agreement even if the prior version of the Plan accorded to the Signatory/Lead Employer the authority to make Plan amendments on behalf of Participating Employers without Participating Employer signature or approval.]

Different elections or special Effective Dates.(Choose one.):

[X] None.  There are no different elections or special Effective Dates which apply to the Participating Employer.

[Note:  The Employer should elect “none” above only if the Adoption Agreement elections and Effective Dates (other than the above Effective Dates in this Participation Agreement) are the same for the Participating Employer and the Signatory/Lead Employer.  If different elections or Effective Dates apply, the Employer should elect “applies” below.]

Election number	Applies	Does not apply	Completion of elections blanks (as necessary)	Effective Date
	[   ]	[   ]
	[   ]	[   ]

Participating Employer:	Milkco, Inc.
Date:	3/2/17
Signed:	/s/ Keith Collins
	Keith Collins / President
	[print name/title]
Participating Employer’s TIN:	56-1341381

Page 1 of 3

Acceptance by Signatory/Lead Employer and Trustee Custodian.
Signatory Lead Employer:	Ingles Markets, Incorporated	Trustee(s)/Custodians:	Wells Fargo Bank, N.A.
Date:	03/20/2017	Date:
Signed:	/s/ James Lanning	Signed:
	James Lanning/ President & CEO
	[print name/title]		[print name/title]
		Trustee(s)/Custodians:	Robert Ingle, II
		Date:	03/20/2017
		Signed:	/s/ Robert P. Ingle, II
			Robert P. Ingle, II/ Chairman of the Board
			[print name/title]
		Trustee(s)/Custodians:	James Lanning
		Date:	03/20/2017
		Signed:	/s/ James Lanning
			James Lanning/ President and CEO
			[print name/title]
		Trustee(s)/Custodians:	Ronald Freeman
		Date:	03/20/2017
		Signed:	/s/ Ronald Freeman
			Ronald Freeman/ Chief Financial Officer
			[print name/title]

Page 2 of 3

ADOPTING RESOLUTION

The undersigned authorized representative of Milkco, Inc. (the Employer) hereby certifies that the following resolutions were duly adopted by the Employer on 3/2/17,and that such resolutions have not been modified or rescinded as of the date hereof:

RESOLVED, that the form of the Participation Agreement of Milkco, Inc., a Participating Employer, which evidences the adoption of the amended 401(k) Profit Sharing Plan and Trust sponsored by Ingles Markets, Incorporated, the Signatory/Lead Employer, is hereby approved and adopted and that an authorized representative of the Participating Employer is hereby authorized and directed to execute and deliver to the Administrator of the Plan one or more counterparts of the Participation Agreement.

RESOLVED, that the Signatory/Lead Employer retains sole authority to amend, to restate or to terminate the Plan, to terminate the Participating Employer’s participation in the Plan, and to take certain other actions, accordance with Section 1.24(A),without further signature or other action by the Participating  Employer.

Participating Employer:	Milkco, Inc.
Date:	3/2/17
Signed:	/s/ Keith Collins
	Keith Collins / President
	[print name/title]

Page 3 of 3

EX-10.9

Exhibit 10.9

Ingles Markets, Incorporated

Investment/Profit Sharing Plan

ADOPTION AGREEMENT #003

VOLUME SUBMITTER401(k) PLAN

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan") under the Wells Fargo Bank, N.A. Defined Contribution Volume Submitter Plan and Trust (basic plan document #08). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Volume SubmitterPlan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer‑supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer‑supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.

ARTICLE I

DEFINITIONS

1.	EMPLOYER (1.24)
	Name:  Ingles Markets, Incorporated
	Address:  2913 US Highway 70 W, Black Mountain, North Carolina 28711
	Phone Number:  1-828-669-2941
	Taxpayer Identification Number (TIN):  56-0846267
	Email (optional): ____________________________________
	Employer’s Taxable Year (optional): December 31st
2.	PLAN (1.42)
	Name:  Ingles Markets, Incorporated Investment/Profit Sharing Plan
	Plan number: 001  (3-digit number for Form 5500 reporting)
	Trust EIN (optional):  _________________________________
3.	PLAN/LIMITATION YEAR (1.44/1.34).  Plan Year and Limitation Year mean the 12 consecutive month period (except for a short Plan/Limitation Year) ending every:

[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR the last day of February OR the first Tuesday in January. In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2014.]

PlanYear  (Choose one of  (a) or (b).  Choose (c) if applicable.):
(a)	[X]	December 31.
(b)	[   ]	Fiscal Plan Year:  ending: _______________________________
(c)	[   ]	Short Plan Year:  commencing: __________________ and ending: ______________________
Limitation Year (Choose one of (d) or (e). Choose (f) if applicable.):
(d)	[X]	Generally the same as the Plan Year.  The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.
(e)	[   ]	Different Limitation Year:  ending: __________________________.
(f)	[   ]	Short Limitation Year:  commencing: ___________________ and ending: _______________.
4.	EFFECTIVE DATE (1.20).  The Employer’s adoption of the Plan is a (Choose one of (a) or (b).  Complete (c) if new plan OR complete (c) and (d) if an amendment and restatement.  Choose (e) and (f) if applicable.):
(a)	[   ]	New Plan.
(b)	[X]	Restated Plan.
	PPA RESTATEMENT (leave blank if not applicable)
	(1)	[   ]	This is an amendment and restatement to bring a plan into compliance with the Pension Protection Act of 2006 (“PPA”) and other legislative and regulatory changes.
Initial Effective Date of Plan  (enter date)
(c)	[X]	September 25, 1972 (hereinafter called the “Effective Date” unless 4(d) is entered below)
Restatement Effective Date  (If this is an amendment and restatement, enter effective date of the restatement.)
(d)	[X]	January 1, 2017 (enter month day, year; may enter a restatement date that is the first day of the current Plan Year.  The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws if the Plan is a PPA Restatement.) (hereinafter called the “Effective Date”)

© 2014 Wells Fargo Bank, N.A. or its suppliers

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Volume Submitter 401(k) Plan

[Note:  See Section 1.54 for the definition of Restated Plan. If this Plan is a PPA Restatement, the PPA restatement Effective Date may be a current date (as the basic plan document supplies the Effective Dates of various PPA and other provisions) or may be a retroactive date. If specific Plan provisions, as reflected in this Adoption Agreement and the basic plan documents, do not have the Effective Date stated in this Election 4, indicate as such in the election where called for or in Appendix A.]

(e)	[   ]	Restatement of surviving and merging plans.  The Plan restates two (or more) plans (Complete 4(c) and (d) above for this (surviving) Plan.  Complete (1) below for the merging plan.  Choose (2) if applicable.  Unless otherwise noted, the restated Effective Date with regard to a merging plan is the later of the date of the merger or the restated Effective Date of this Plan.):
	(1)	Merging plan.  The _________________________________ Plan was or will be merged into this surviving Plan as of:  __________________.  The merging plan’s restated Effective Date is: __________________. The merging plan’s original Effective Date was: ___________________________.

[See the Note under Election 4(d) if this document is the merging plan's PPA restatement.]

(2) Additionalmergingplans.  The following additional plans were or will be merged into this surviving Plan (Complete a and b, as applicable.):

RestatedOriginal

Name of merging planMerger dateEffective DateEffective Date

a.

b.

(f) [   ] Special Effective Date for Elective Deferral provisions: ______________________

[Note: If Elective Deferral provision is not effective as of the Initial Effective Date or the Restatement Effective Date, enter the date as of which the Elective Deferral provision is effective. The Special Effective Date may not precede the date on which the Employer adopted the Plan.]

5
5.	TRUSTEE (1.67).  The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) or (e) if applicable.):
(a)	[X]	A discretionary Trustee. See Section 8.02(A).
(b)	[   ]	A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).
(c)	[   ]	A Trustee under the:___________________________(specify name of trust), a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).
(d)	[   ]	Permitted Trust amendments apply.  Under Section 8.11(B) the Employer has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c). See Election 59 in Appendix C.
(e)	[   ]	Use of non‑approved trust. A Trustee under the:__________________ (specify name of trust), a separate trust agreement the Trustee has executed for use with this Plan. Under this Election 5(e) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C). [Caution: Election 5(e) will result in the Plan losing reliance on its Advisory Letter and the Plan will be an individually designed plan.]
6.	CONTRIBUTION TYPES  (1.12). The selections made below should correspond with the selections made under Article III of this Adoption Agreement. (If this is a frozen Plan (i.e., all contributions have ceased), choose (a) only.):
Frozen Plan.See Sections 3.01(J) and 11.04.
(a)	[   ]	Contributions cease. All Contributions have ceased or will cease (Plan is frozen).
	(1)	[   ]	Effective date of freeze:_____________  [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.]

[Note: Elections 20 through 30 and Elections 36 through 38 do not apply to any Plan Year in which the Plan is frozen.]

Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (b) through (h).):
(b)	[X]	Pre‑Tax Deferrals. See Section 3.02 and Elections 20‑23, and 34.
	(1)	[X]	Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]
(c)	[X]	Matching. See Sections 1.35 and 3.03 and Elections 24‑26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). Do not elect for a safe harbor plan; use 6(e) instead.]
(d)	[X]	Nonelective. See Sections 1.38 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]

© 2014 Wells Fargo Bank, N.A. or its suppliers

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Volume Submitter 401(k) Plan

(e)	[   ]	Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch‑Up Deferrals. See Section 3.05.
(f)	[   ]	Employee(after‑tax). See Section 3.09 and Election 36.
(g)	[   ]	SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. [Note: The Employer electing 6(g) must elect a calendar year under 3(a) and may not elect any other Contribution Types except under Elections 6(b) and 6(h).]
(h)	[   ]	Designated IRA. See Section 3.12 and Election 37.
7.	DISABILITY(1.16). Disability means (Choose one of (a) or (b).):
(a)	[   ]	Basic Plan. Disability as defined in Section 1.16(A).
(b)	[X]	Describe:a disability of a Participant within the meaning of Code Section 72(m)(7), to the extent that the Participant is entitled to disability retirement benefits under the federal Social Security Act as determined by the Social Security Administration.

[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution.]

8. EXCLUDED EMPLOYEES(1.22(D)). The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a), (b), or (c).):  8 p.38

[Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii)Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.22(B), 1.22(D)(3), and 1.24(D). However, in the case of a Multiple Employer Plan, see Section 12.02(B) as to the Employees of the Lead Employer.]

(a)	[   ]	No Excluded Employees. There are no additional excluded Employees under the Plan as to any Contribution Type (skip to Election 9).
(b)	[X]	Exclusions - same for all Contribution Types. The following Employees are Excluded Employees for all Contribution Types (Choose one or more of (e) through (j). Choose column (1) for each exclusion elected at (e) through (i).):
(c)	[   ]	Exclusions ‑ different exclusions apply. The following Employees are Excluded Employees for the designated Contribution Type (Choose one or more of (d) through (j). Choose Contribution Type as applicable.):

[Note: For this Election 8, unless described otherwise in Election 8(j), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]

			(1)		(2)	(3)	(4)
			All		Elective
Exclusions			Contributions		Deferrals	Matching	Nonelective
(d)	[   ]	No exclusions.  No exclusions as to the designated Contribution Type.	N/A (See Election 8 (a))		[   ]	[   ]	[   ]
(e)	[X]	Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A).  See Section 1.22 (D)(1)	[X]	OR	[   ]	[   ]	[   ]
(f)	[X]	Non‑Resident Aliens. As described in Code §410(b)(3)(C). See Section 1.22(D)(2).	[X]	OR	[   ]	[   ]	[   ]
(g)	[   ]	HCEs. See Section 1.22(E). See Election 30(f) as to exclusion of some or all HCEs from Safe Harbor Contributions.	[   ]	OR	[   ]	[   ]	[   ]
(h)	[   ]	Hourly paid Employees.	[   ]	OR	[   ]	[   ]	[   ]
(i)	[   ]	Part‑Time/Temporary/Seasonal Employees.  See Section 1.22(D)(4). A Part‑Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than (specify a maximum of 1,000) Hours of Service in the relevant Eligibility Computation Period.  [Note: The "relevant" Eligibility Computation Period is the Initial or Subsequent Eligibility Computation Period as defined in Section 2.02(C).]	[   ]	OR	[   ]	[   ]	[   ]

© 2014 Wells Fargo Bank, N.A. or its suppliers

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[Note: If the Employer under Election 8(i) elects to treat Part‑Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.22(D)(4).]

(j) [X] Describeexclusion category and/or Contribution Type:Independent Contractors are excluded from all Contributiontypes.  (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[Note: Any exclusion under Election 8(j), except as to Part‑Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. The exclusions entered under Election 8(j) cannot result in the group of Nonhighly Compensated Employees (NHCEs) participating under the plan being only those NHCEs with the lowest amount of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under Code §410(b).]

9. COMPENSATION(1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) and choose Contribution Type as applicable. Choose (e) if applicable.):  9 p.49

[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W‑2 Wages for other Plan definitions of Compensation if the Employer has elected W‑2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W‑2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation. If the Plan is a Multiple Employer Plan, see Section 12.07. Election 9(d) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]

			(1)		(2)	(3)	(4)
			All		Elective
			Contributions		Deferrals	Matching	Nonelective
(a)	[X]	W‑2 Wages (plus Elective Deferrals). SeeSection 1.11(B)(1).	[X]	OR	[   ]	[   ]	[   ]
(b)	[   ]	Code §3401 Federal Income Tax Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2).	[   ]	OR	[   ]	[   ]	[   ]
(c)	[   ]	415 Compensation(simplified). See Section 1.11(B)(3). [Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).]	[   ]	OR	[   ]	[   ]	[   ]
(d)	[   ]	DescribeCompensation by Contribution Type or by Participant group: ________________________________

[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W‑2 Wages and for Additional Matching Contributions means 415 Compensation).]

e
(e)	[   ]	Allocate based on specified 12‑month period. The allocation of all Contribution Types (or specified Contribution Types) will be made based on Compensation within a specified 12‑month period ending within the Plan Year as follows: __________________	[   ]	OR	[   ]	[   ]	[   ]

10. PRE‑ENTRY/POST‑SEVERANCE COMPENSATION(1.11(H)/(I)). Compensation under Election 9: 9 p.49

[Note: For this Election 10, unless described otherwise in Elections 10(c) or (n), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. Election 10(c) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]

Pre

© 2014 Wells Fargo Bank, N.A. or its suppliers

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			(1)		(2)	(3)	(4)
Pre-Entry Compensation (Choose one of (a) or (b).Choose Contribution Type as applicable.):			All Contributions		Elective Deferrals	Matching	Nonelective
(a)	[   ]	Plan Year.  Compensation for the entire Plan Year which includes the Participant's Entry Date.  [Note: If the Employer under Election 9(e) elects to allocate some or all Contribution Types based on a specified 12‑month period, Election 10(a) applies tothat 12 month period in lieu of the Plan Year.]	[   ]	OR	[   ]	[   ]	[   ]
(b)	[X]	Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).	[X]	OR	[   ]	[   ]	[   ]

[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]

(c) [   ] Describe Pre-EntryCompensation by Contribution Type or by Participant group: ______________________________

[Note: Under Election 10(c), the Employer may: (i) elect Compensation from the elections available under Pre-Entry Compensation or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]

Post‑Severance Compensation. The following adjustments apply to Post‑Severance Compensation paid within any applicable time period as may be required (Choose one of (d), (e), or (f).):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post‑severance compensation includes regular pay, leave cashouts, and deferred compensation, and excludes military and disability continuation payments.]

(d)	[X]	None. The Plan includes post severance regular pay, leave cashouts, and deferred compensation, and excludes post severance military and disability continuation payments as to any Contribution Type except as required under the basic plan document (skip to Election 11).
(e)	[   ]	Same for all Contribution Types. The following adjustments to Post‑Severance Compensation apply to all Contribution Types (Choose one or more of (h) through (n). Choose column (1) for each option elected at (h) through (m).):
(f)	[   ]	Adjustments - different conditions apply. The following adjustments to Post‑Severance Compensation apply to the designated Contribution Types (Choose one or more of (g) through (n). Choose Contribution Type as applicable.):

			(1)		(2)	(3)	(4)
			All		Elective
Post-Severance Compensation:			Contributions		Deferrals	Matching	Nonelective
(g)	[   ]	None. The Plan takes into account Post‑Severance Compensation as to the designated Contribution Types as specified under the basic plan document.	N/A (See Election 10(d))		[   ]	[   ]	[   ]
(h)	[   ]	Exclude All. Exclude all Post Severance Compensation. [Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised ofregular pay. See Section 4.05(F).]	[   ]	OR	[   ]	[   ]	[   ]
(i)	[   ]	Regular Pay. Exclude Post Severance Compensationcomprised of regular pay. See Section 1.11(I)(1)(a).[Note: 415 testing Compensation (versusallocation Compensation) must includePost Severance Compensation comprised ofregular pay. See Section 4.05(F).]	[   ]	OR	[   ]	[   ]	[   ]
(j)	[   ]	Leave cash out. Exclude Post Severance Compensation comprised of leave cash‑out. See Section 1.11(I)(1)(b).	[   ]	OR	[   ]	[   ]	[   ]

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(k)	[   ]	Deferred Compensation. Exclude Post SeveranceCompensation comprised of deferredcompensation. See Section 1.11(I)(1)(c).	[   ]	OR	[   ]	[   ]	[   ]
(l)	[   ]	Salary continuation for military service. Include Post Severance Compensation comprised of salary continuation for military service. See Section 1.11(I)(2).	[   ]	OR	[   ]	[   ]	[   ]
(m)	[   ]	Salary continuation for disabled Participants. Include Post‑Severance Compensation comprised of salary continuation for disabled Participants.  See Section 1.11(I)(3). (Choose one of (1) or (2).):	[   ]	OR	[   ]	[   ]	[   ]

(1)[]For NHCEs only.

(2)[]For all Participants. The salary continuation will continue for the following fixed or determinable period: (specify period).

(n)[]DescribePost‑Severance Compensation by Contribution Type or by Participant group:

[Note: Under Election 10(n), the Employer may: (i) elect Compensation from the elections available under Post-Severance Compensation or a combination thereof as to a Participant group (e.g., Include regular pay Post-Severance Compensation for all Contribution Types as to Division A Employees, no Post-Severance Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions does not include any Post‑Severance Compensation and for Safe Harbor Nonelective Contributions includes regular pay Post‑Severance Compensation).]

11.EXCLUDED COMPENSATION(1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a), (b), or (c).):

(a)[]No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10 (skip to Election 12).

(b)[X]Exclusions - same for all Contribution Types. The following exclusions apply to all Contribution Types(Choose one or more of (e) through (l). Choose column (1) for each option elected at (e) through (k).):

(c)[]Exclusions ‑ different conditions apply. The following exclusions apply for the designated Contribution Types (Choose one or more of (d) through (l) below. Choose Contribution Type as applicable.):

[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a nondiscriminatory definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a nondiscriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(g) through (l) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s). In a non-safe harbor 401(k) plan, Elections 11(g) through (l) which result in Compensation failing to be nondiscriminatory, may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in Election 11(l), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]

(1)(2)(3)(4)

AllElective

Compensation ExclusionsContributionsDeferralsMatchingNonelective

(d)[]No exclusions ‑ limited. No exclusion as toN/A[][][]

the designated Contribution Type(s).(See Election 11(a))

(e)[]Elective Deferrals. See Section 1.21.N/AN/A[][]

(f)[]Fringe benefits. As described in Treas.[]OR[][][]

Reg. §1.414(s)‑1(c)(3).

(g)[]Compensation exceeding $.[]OR[][][]

Apply this election to (Choose one of (1) or (2).):

(1)[]All Participants.

[Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(g)(1) to limit the Safe Harbor Contribution allocation to the NHCEs.]

(2)[]HCE Participants only.

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Volume Submitter 401(k) Plan

(h)[]Bonus.[]OR[][][]

(i)[]Commission.[]OR[][][]

(j)[]Overtime.[]OR[][][]

(k)[X]Related Employers. See Section 1.24(C).

(If there are Related Employers, choose one or both of (1) and (2).):

(1)[X]Non‑Participating. Compensation paid to[X]OR[][][]

Employees by a Related Employer that is not a Participating Employer.

(2)[]Participating. As to the Employees of any[]OR[][][]

Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.

(l)[]Describe Compensation exclusion(s):

[Note: Under Election 11(l), the Employer may: (i) describe Compensation from the elections available under Elections 11(d) through (k), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately following Election 11(c) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

12.HOURS OF SERVICE(1.32). The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable.):  

			(1)		(2)	(3)	(4)
			All				Allocation
			Purposes		Eligibility	Vesting	Conditions
(a)	[X]	Actual Method.  SeeSection 1.32(A)(1).	[X]	OR	[   ]	[   ]	[   ]
(b)	[   ]	Equivalency Method_______________ (e.g., daily, weekly, etc.). See Section 1.32(A)(2).	[   ]	OR	[   ]	[   ]	[   ]
(c)	[   ]	Elapsed Time Method. See Section 1.32(A)(3).	[   ]	OR	[   ]	[   ]	[   ]
(d)	[   ]	Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and Equivalency Method: _______________ e.g., daily, weekly, etc.) for salaried Employees.	[   ]	OR	[   ]	[   ]	[   ]
(e)	[   ]	Describemethod: ________________________________

[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]

13.ELECTIVE SERVICE CREDITING(1.59(C)). The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (Choose one of (a) or (b).):  13 p.713

(a)[X]Not applicable. No elective Predecessor Employer Service crediting applies.

(b)[]Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose one or both of (1) and (2) as applicable. Complete (3). Choose (4) if applicable.):

[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]

(1)[]All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): (insert as many names as needed).

(2)[]Designated purposes. Credit as Service, service(1)(2)(3)

with the following Predecessor Employer(s) forContribution

the designated purpose(s):EligibilityVestingAllocation

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Volume Submitter 401(k) Plan

a.Employer:	[]	[]	[]
b.Employer:	[]	[]	[]
c.Employer:	[]	[]	[]

(3)Time period. Subject to any exceptions noted under Election 13(b)(4), the Plan credits as Service under Elections 13(b)(1) or (2) (Choose one or more of a., b., and c. as applicable.):

a.[]All. All service, regardless of when rendered.

b.[]Service after. All service, which is or was rendered after: (specify date).

c.[]Service before. All service, which is or was rendered before: (specify date).

(4)[]Describe elective Predecessor Employer Service crediting:

[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit all service with X, but credit service with Y only on/after 1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]

ARTICLE II

ELIGIBILITY REQUIREMENTS

14.ELIGIBILITY(2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a), (b), or (c).):  14 p.814

[Note: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(g).]

[Note: No eligibility conditions apply to Prevailing Wage Contributions. See Section 2.01(D).]

(a)[]No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date (skip to Election 16).

(b)[X]Eligibility - same for all Contribution Types. To become a Participant in the Plan as to all Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of (e) through (k). Choose column (1) for each option elected at (e) through (j).):

(c)[]Eligibility ‑ different conditions apply. To become a Participant in the Plan for the designated Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (d) through (k). Choose Contribution Type as applicable.):

[Note: For this Election 14, unless described otherwise in Election 14(k), or the context otherwise requires, Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]

(1)(2)(3)(4)(5)

AllElectiveSafe

Eligibility ConditionsContributionsDeferralsMatchingNonelectiveHarbor

(d)[]None. Entry on the Employment CommencementN/A[][][][]

Date (if that date is also an Entry Date) or if later,(See Election 14(a))

upon the next following Plan Entry Date.

(e)[X]Age18(not to exceed age 21).[X]OR[][][][]

(f)[X]One Year of Service. See Election 16(a).[X]OR[][][][]

(g)[]Two Years of Service (without an interveningN/AN/A[][]N/A

Break in Service). 100% vesting is required.

[Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.]

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Volume Submitter 401(k) Plan

(h)[]month(s)(not exceeding 12 months[]OR[][][][]

for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time).

[Note: While satisfying a months of service condition without an Hours of Service requirement involves the mere passage of time, the Plan need not apply the Elapsed Time Method in Election 12(c) above, and still may elect the Actual Method in 12(a) above.]

(i)[] month(s) with at least Hours of[]OR[][][][]

Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. The months during which the Employee completes the specified Hours of Service (Choose one of (1) or (2).):

(1)[]Consecutive. Must be consecutive.

(2)[]Not consecutive. Need not be consecutive.

(j)[] Hours of Service within the[]OR[][][][]

time period following the Employee's Employment Commencement Date(not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16.

[Note: The Employer may leave the time period option blank in Election 14(j) if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]

(k)[]Describe eligibility conditions:

[Note: The Employer may use Election 14(k) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(h), (i), or (j) as to different Contribution Types. Any election must satisfy Code §410(a).]

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Volume Submitter 401(k) Plan

15.SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY)(2.01(E)). The eligibility conditions of Election 14 and the entry date provisions of Election 17 apply to all Employees unless otherwise elected below (Choose (a) or (b) if applicable.):

[Note: Elections 15(a) or (b) may trigger a coverage failure under Code §410(b).]

(a)[]Waiver of eligibility conditions for certain Employees.For all Contribution Types, the eligibility conditions and entry dates apply solely to an Eligible Employee employed or reemployed by the Employer after (specify date). If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re‑Employment Commencement Date; or (iv) the date the Employee attains age (not exceeding age 21).

[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]

(b)[]Describe special eligibility Effective Date(s):

[Note: Under Election 15(b), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2012).]

16.YEAR OF SERVICE ‑ ELIGIBILITY(2.02(A)).  (Choose (a), (b), and (c) as applicable.):

[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(i), (j), and (k)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete this Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]

(a)[X]Year of Service. An Employee must complete 1,000 Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service.]

(b)[X]Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3).):

(1)[X]Plan Year. The Plan Year beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date.

(2)[]Anniversary Year. The Anniversary Year, beginning with the Employee's second Anniversary Year.

(3)[]Split. The Plan Year as described in Election 16(b)(1) as to: (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to: (describe Contribution Type(s)).

[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions.]

(c)[]Describe:(e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

17.ENTRY DATE(2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (g). Choose Contribution Types as applicable.):  17 p.1017

[Note: For this Election 17, unless described otherwise in Election 17(g), Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage Contributions is on the Employment Commencement Date. See Section 2.02(D)(3).]

			(1)		(2)	(3)	(4)
			All		Elective
			Contributions		Deferrals	Matching	Nonelective
(a)	[   ]	Semi‑annual. The first day of the first month and of the seventh month of the Plan Year.	[   ]	OR	[   ]	[   ]	[   ]
(b)	[   ]	First day of Plan Year.	[   ]	OR	[   ]	[   ]	[   ]
(c)	[   ]	First day of Plan Year quarter.	[   ]	OR	[   ]	[   ]	[   ]
(d)	[X]	The first day of each month.	[X]		[   ]	[   ]	[   ]

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Volume Submitter 401(k) Plan

(e)	[   ]	Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.	[   ]	OR	[   ]	[   ]	[   ]
(f)	[   ]	First day of each payroll period.	[   ]	OR	[   ]	[   ]	[   ]
(g)	[   ]	DescribeEntry Date(s): ________________________________

[Note: Under Election 17(g), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (f), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR The earlier of the Plan's semi‑annual Entry Dates or the entry dates under the Employer's medical plan).]

18.PROSPECTIVE/RETROACTIVE ENTRY DATE(2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]

			(1)		(2)	(3)	(4)
			All		Elective
			Contributions		Deferrals	Matching	Nonelective
(a)	[X]	Immediately following or coincident with the date the Employee completes the eligibility conditions.	[X]	OR	[   ]	[   ]	[   ]
(b)	[   ]	Immediately following the date the Employee completes the eligibility conditions.	[   ]	OR	[   ]	[   ]	[   ]
(c)	[   ]	Immediately preceding or coincident with the date the Employee completes the eligibility conditions.	N/A	OR	N/A	[   ]	[   ]
(d)	[   ]	Immediately preceding the date the Employee completes the eligibility conditions.	N/A		N/A	[   ]	[   ]
(e)	[   ]	Nearest the date the Employee completes the eligibility conditions.	N/A	OR	N/A	[   ]	[   ]
(f)	[   ]	Describeretroactive/prospective entry relative toEntry Date: ________________________________

[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B Employees).]

19.BREAK IN SERVICE ‑ PARTICIPATION(2.03).The one year hold‑out rule described in Section 2.03(C) (Choose one of (a), (b), or (c).):

(a)[X]Does not apply.

(b)[]Applies. Applies to the Plan and to all Participants.

(c)[]Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D).]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.ELECTIVE DEFERRAL LIMITATIONS(3.02(A)). The following limitations apply to Elective Deferrals under Election 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable.):  20 p.1120

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Volume Submitter 401(k) Plan

(a)[]None. No additional Plan imposed limits (skip to Election 21).

[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch‑Up Eligible Participants and the Employer's elections must be nondiscriminatory. The elected limits apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the Plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.57(C) as to administrative limitations on Elective Deferrals.]

(b)[X]Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen.):

(1)[X]Maximum deferral amount. A Participant's Elective Deferrals may not exceed: 50%(specify dollar amount and/or percentage of Compensation).

(2)[X]Minimum deferral amount. A Participant's Elective Deferrals may not be less than: 1%(specify dollar amount and/or percentage of Compensation).

(3)Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 ‑ 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b., or c. choose one of (1) or (2). Choose (3) if applicable.):

(1)(2)(3)

Plan Year/ParticipatingPayrollHCEs only

Compensationperiod

a.[X]Both. Both limits under Elections 20(b)(1) and (2).[][X][]

b.[]Maximum limit. The maximum amount limit under[][][]

Election 20(b)(1).

c.[]Minimum limit. The minimum amount limit under[][][]

Election 20(b)(2).

(c)[X]Describe Elective Deferral limitation(s):Elective Deferral Contributions for Highly Compensated Employees (HCEs) are subject to a maximum limit of 3% of Compensation per Plan Year.

[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre‑Tax Deferrals and to Roth Deferrals.]

21.AUTOMATIC DEFERRAL (ACA/EACA/QACA)(3.02(B)).The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b). Also see Election 34 regarding Automatic Escalation of Salary Reduction Agreements.):

(a)[X]Do not apply. The Plan is not an ACA, EACA, or QACA (skip to Election 22).

(b)[]Apply. The Automatic Deferral Effective Date is the effective date of automatic deferrals or, as appropriate, any subsequent amendment thereto. (As to an EACA or QACA, this provision may not be effective earlier than Plan Years beginning on or after January 1, 2008).  (Complete (1), (2), and (3). Complete (4) and (5) if an EACA or an EACA/QACA. Choose (6), (7), and/or (8) as applicable.):

(1)Type of Automatic Deferral Arrangement. The Plan is an (Choose one of a., b., or c.):

a.[]ACA. The Plan is an Automatic Contribution Arrangement (ACA) under Section3.02(B)(1).

b.[]EACA. The Plan is an Eligible Automatic Contribution Arrangement (EACA) under Section 3.02(B)(2).

c.[]EACA/QACA. The Plan is a combination EACA and Qualified Automatic Contribution Arrangement (QACA) under Sections 3.02(B)(3) and 3.05(J).

[Note: If the Employer chooses Elections 21(b)(1)c, the Employer also must choose election 6(e) and complete Election 30 as to the Safe Harbor Contributions under the QACA.]

(2)Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d. Choose e. if applicable.):

a.[]All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

b.[]Election of at least Automatic Deferral Percentage. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Percentage.

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Volume Submitter 401(k) Plan

c.[]No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.

d.[]New Participants (not applicable to QACA). Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

e.[]Describe affected Participants (not applicable to QACA):

[Note: The Employer in Election 21(b)(2)e. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. However, for Plan Years commencing on or after January 1, 2010, all Employees eligible to defer must be Covered Employees to apply the 6‑month correction period without excise tax under Code §4979.]

(3)Automatic Deferral Percentage/Scheduled increases.(Choose one of a., b., or c.):

a.[]Fixed percentage. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage, % from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election. The Automatic Deferral Percentage will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of d., e., or f.):

[Note: In order to satisfy the QACA requirements, enter an amount between 6% and 10% if no scheduled increase.]

b.[]QACA statutory increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a ParticipantAutomatic Deferral Percentage

13%

23%

34%

45%

5 and thereafter6%

c.[]Other increasing schedule. The Automatic Deferral Percentage will be:

Plan Year of application to a ParticipantAutomatic Deferral Percentage

%

%

%

%

%

d.[]No scheduled increase. The Automatic Deferral Percentage applies in all Plan Years.

e.[]Automatic increase. The Automatic Deferral Percentage will increase by % per year up to a maximum of % of Compensation.

f.[]Describe increase:

[Note: To satisfy the QACA requirements, the Automatic Deferral Percentage must be: (i) a fixed percentage which is at least 6% and not more than 10% of Compensation; (ii) an increasing Automatic Deferral Percentage in accordance with the schedule under Election 20(b)(3)b.; or (iii) an alternative schedule which must require, for each Plan Year, an Automatic Deferral Percentage that is at least equal to the Automatic Deferral Percentage under the schedule in Election 21(b)(3)b. and which does not exceed 10%. See Section 3.02(B)(3).]

(4)EACA permissible withdrawal. The permissible withdrawal provisions of Section 3.02(B)(2)(d) (Choose one of a., b., or c.):

a.[]Do not apply.

b.[]90 day withdrawal. Apply within 90 days of the first Automatic Deferral.

c.[]30‑90 day withdrawal. Apply, within days of the first Automatic Deferral (may not be less than 30 nor more than 90 days).

(5)Contrary Election/Covered Employee. For Plan Years beginning on or after January 1, 2010, any Participant who makes a Contrary Election (Choose one of a. or b.; leave blank if an ACA or a QACA not subject to the ACP test.):

a.[]Covered Employee. Is a Covered Employee and continues to be covered by the EACA provisions. [Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice.]

b.[]Not a Covered Employee. Is not a Covered Employee and will not continue to be covered by the EACA provisions. [Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six‑month period for relief from the excise tax of Code §4979(f)(1).]

(6)Change Date. The Elective Deferrals under Election 21(b)(3)b., c., e., or f. will increase on the following day each Plan Year:

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a.[]First day of the Plan Year.

b.[]Other: (must be a specified or definitely determinable date that occurs at least annually)

(7)First Year of Increase. The automatic increase under Election 21(b)(3)e. or f. will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless a. is selected below:

a.[]The increase will apply as of the second Change Date thereafter.

(8)[]Describe Automatic Deferral:

[Note: Under Election 21(b)(8), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2013).]

22.CODA(3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b).):

(a)[X]Do not apply.

(b)[]Apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of his/her proportionate share of that CODA contribution (Choose one of (1) or (2).):

(1)[]All or any portion.

(2)[]%

23.CATCH‑UP DEFERRALS(3.02(D)).The Plan permits Catch‑Up Deferrals unless the Employer elects otherwise below. (Choose (a) if applicable.)

(a)[]Not Permitted. May not make Catch‑Up Deferrals to the Plan.

24.MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05)(3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6).):

[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]

(1)   Match Rate/Amt [$/% of Elective Deferrals] (2) Limit on Deferrals Matched [$/% of Compensation] (3)   Limit on Match Amount [$/% of Compensation] (4)   Apply limit(s) per Plan Year ["true‑up"] (5) Apply limit(s) per payroll period [no "true‑up"] (6) Apply limit(s) per designated time period [no "true‑up"]

(a)[X]Discretionary – see Section 1.35(B) (The Employer may, but is not required to complete (a)(1)‑(6). See the "Note" following Election 24.)			5%	[]	[X]	[]
(b)[]Fixed – uniform rate/amount				[]	[]	[]
(c)[]Fixed – tiered	Elective Deferral % % % % %	Matching Rate % % % %		[]	[]	[]

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(d)[]Fixed – Years of Service Years of Service Matching Rate % % % % [] [] []

(1)"Years of Service" under this Election 24(d) means (Choose one of a. or b.):

a.[]Eligibility. Years of Service for eligibility in Election 16.

b.[]Vesting. Years of Service for vesting in Elections 43 and 44.

(e)[]Fixed – multiple formulas	Formula 1:	[]	[]	[]
	Formula 2:	[]	[]	[]
	Formula 3:	[]	[]	[]

(f)[]Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2).):

(1)Matching formula. The matching formula for the Participating Employer(s) (Choose one of a. or b.):

a.[]All the same. Is (are) the same as for the Signatory Employer under this Election 24.

b.[]At least one different. Is (are) as follows: .

(2)Allocation sharing. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a.[]Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.[]Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers.  See Section 1.24(D).]

(g)[]Describe: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: See Section 1.35(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]

25.QMAC (PLAN‑DESIGNATED)(3.03(C)(1)). The following provisions apply regarding Plan‑Designated QMACs (Choose one of (a) or (b).):

[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)[X]Not applicable. There are no Plan‑Designated QMACs.

(b)[]Applies. There are Plan‑Designated QMACs to which the following provisions apply (Complete (1) and (2).):

(1)Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan‑Designated QMACs (Choose one of a. or b.):

a.[]All. All Matching Contributions.

b.[]Designated. Only the following Matching Contributions under Election 24: .

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(2)Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QMAC (Choose one of a. or b.):

a.[]NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan‑Designated QMAC.

b.[]All Participants. To all Participants who make Elective Deferrals subject to the Plan‑Designated QMAC.

The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]

26.MATCHING CATCH‑UP DEFERRALS(3.03(D)). If a Participant makes a Catch‑Up Deferral, the Employer (Choose one of (a) or (b); leave blank if Election 23(a) is selected.):

(a)[X]Match. Will apply to the Catch‑Up Deferral (Choose one of (1) or (2).):

(1)[X]All. All Matching Contributions.

(2)[]Designated. The following Matching Contributions in Election 24: .

(b)[]No Match. Will not match any Catch‑Up Deferrals.

[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 38(a)(2)b. In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match, QACA Basic Match or Enhanced Match to Catch‑Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 38(a)(2)a., Election 26 does not apply and the Plan also will apply any Additional Match to Catch‑Up Deferrals.]

27.NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS(3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose one or more of (a) through (e) as applicable.):  27 p.1627

(a)[X]Discretionary. An amount the Employer in its sole discretion may determine.

(b)[]Fixed. (Choose one or more of (1) through (3) as applicable.):

(1)[]Uniform %. % of each Participant's Compensation, per (e.g., Plan Year, month).

(2)[]Fixed dollar amount.  $, per (e.g., Plan Year, month, HOS, per Participant per month).

(3)[]Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)

[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000, or The cash value of unused paid time off, as described in Section 3.04(A)(2)(a) and the Employer's Paid Time Off Plan) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]

(c)[]Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. The Employer must specify the Prevailing Wage Contribution by attaching an appendix to the Adoption Agreement that indicates the contribution rate(s) applicable to the prevailing wage employment/job classification(s). If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2).):

(1)[]No offset. Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(2)[]Offset. Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.

(d)[]Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the contribution formula(s) (Choose one of (1) or (2).):

(1)[]All the same. Is (are) the same as for the Signatory Employer under this Election 27.

(2)[]At least one different. Is (are) as follows: .

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers.  See Section 1.24(D).The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers.]

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(e)[]Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]

28.Nonelective CONTRIBUTION ALLOCATION(3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of (a) through (h) as applicable.):

(a)[X]Pro rata. As a uniform percentage of Participant Compensation.

(b)[]Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of "Excess Compensation" apply (Complete (1) and (2).):

(1)Formula(Choose one of a., b., or c.):

a.[]Two‑tiered.

b.[]Four‑tiered.

c.[]Two‑tiered, except that the four‑tiered formula will apply in any Plan Year for which the Plan is top‑heavy.

(2)Excess Compensation. For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of the integration level provided below (Choose one of a. or b.):

a.[]Percentage amount. %  (not exceeding 100%) of the Taxable Wage Base in effect on the first day of the Plan Year, rounded to the next highest $(not exceeding the Taxable Wage Base).

b.[]Dollar amount. The following amount: $(not exceeding the Taxable Wage Base in effect on the first day of the Plan Year).

(c)[]Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.

(d)[]Classifications of Participants.[This is a nondesigned based safe harbor allocation method.]  In accordance with the classifications allocation provisions of Section 3.04(B)(3). (Complete (1) and (2).):

(1)Description of the classifications.[This is a nondesigned based safe harbor allocation method.] The classifications are (Choose one of a., b., or c.):

[Note:Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross‑testing" under Treas. Reg. §1.401(a)(4)‑8. However, choosing this election does not necessarily require application of cross‑testing and the Plan may be able to satisfy nondiscrimination as to its classification‑based allocations by testing allocation rates.]

a.[]Each in own classification. Each Participant constitutes a separate classification.

b.[]NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.

c.[]Describe the classifications:

[Note: Any classifications under Election 28(d) must result in a definitely determinable allocation under Treas. Reg. §1.401‑1(b)(1)(ii). The classifications cannot limit the NHCEs benefiting under the Plan only to those NHCE/Participants with the lowest Compensation and/or the shortest periods of Service and who may represent the minimum number of benefiting NHCEs necessary to pass coverage under Code §410(b). In the case of a self‑employed Participant (i.e., sole proprietorships or partnerships), the requirements of Treas. Reg. §1.401(k)‑1(a)(6) apply and the allocation method should not result in a cash or deferred election for the self‑employed Participant. The Employer by the due date of its tax return (including extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate applicable to each Participant under Election 28(d)(1)a. or applicable to each classification under Elections 28(d)(1)b. or c. for the allocation Plan Year.]

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(2)Allocation method within each classification. Allocate the Nonelective Contribution within each classification as follows (Choose one of a., b., or c.):

a.[]Pro rata. As a uniform percentage of Compensation of each Participant within the classification.

b.[]Flat dollar. The same dollar amount to each Participant within the classification.

c.[]Describe: (e.g., Allocate pro rata to NHCEs and flat dollar to HCEs.)

(e)[]Age‑based. [This is a nondesigned based safe harbor allocation method.]  In accordance with the age‑based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions (Complete both (1) and (2).):

(1)Interest rate.(Choose one of a., b., or c.):

a.[]7.5%b.[]8.0%c.[]8.5%

(2)Mortality table.(Choose one of a. or b.):

a.[]UP‑1984. See Appendix D.

b.[]Alternative: (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)

(f)[]Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable.):

(1)[]Years of Service. point(s) for each Year of Service. The maximum number of Years of Service counted for points is .

"Year of Service" under this Election 28(f) means (Choose one of a. or b.):

a.[]Eligibility. Years of Service for eligibility in Election 16.

b.[]Vesting. Years of Service for vesting in Elections 43 and 44.

[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)‑11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)‑2(b)(3).]

(2)[]Age. point(s) for each year of age attained during the Plan Year.

(3)[]Compensation. point(s) for each $(not to exceed $200) increment of Plan Year Compensation.

(g)[]Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(d) (Complete (1) and (2).):

(1)Allocation Method.(Choose one of a. or b.):

a.[]All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.

b.[]At least one different. Under the following allocation method(s): .

(2)Allocation sharing. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):

a.[]Employer by Employer. Only to the Participants directly employed by the contributing Employer.

b.[]Across Employer lines. To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.

[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section 1.24(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(k)(2), to disregard the Compensation paid by "Y" Participating Employer in determining the allocation of the "X" Participating Employer contribution to a Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(k)(2). Election 28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]

(h)[]Describe: (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b).  If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

29.QNEC (PLAN‑DESIGNATED)(3.04(C)(1)). The following provisions apply regarding Plan‑Designated QNECs (Choose one of (a) or (b).):

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[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]

(a)[X]Not applicable. There are no Plan‑Designated QNECs.

(b)[]Applies. There are Plan‑Designated QNECs to which the following provisions apply (Complete (1), (2), and (3).):

(1)Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan‑Designated QNECs (Choose one of a. or b.):

a.[]All. All Nonelective Contributions.

b.[]Designated. Only the following Nonelective Contributions under Election 27: .

(2)Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QNEC (Choose one of a. or b.):

a.[]NHCEs only. Only to NHCEs under the method elected in Election 29(b)(3).

b.[]All Participants. To all Participants under the method elected in Election 29(b)(3).

(3)Allocation Method. The Plan Administrator will allocate a Plan‑Designated QNEC using the following method (Choose one of a., b., c., or d.):

a.[]Pro rata.

b.[]Flat dollar.

c.[]Reverse. See Section 3.04(C)(3).

d.[]Describe:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b).  If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)

[Note: See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]

30.SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)(3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (Choose one of (a) through (e) when and as applicable. Complete (f) and (i). Choose (g), (h), and (j) as applicable.):  30 p.1930

(a)[]Safe Harbor Nonelective Contribution (including QACA). The Safe Harbor Nonelective Contribution equals % of a Participant's Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(12).]

(b)[]Safe Harbor Nonelective Contribution (including QACA)/delayed year‑by‑year election (maybe andsupplemental notices). In connection with the Employer's provision of the maybe notice under Section3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental noticeand by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to %  (specify amount at least equal to 3%) of a Participant's Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending: (specify Plan Year end), which is the Plan Year to which the Employer's maybe and supplemental notices apply.

[Note: An Employer distributing the maybe notice can use election 30(b) without completing the year. Doing so requires the Plan to perform Current Year Testing unless the Employer decides to elect safe harbor status. If the Employer wishes to elect safe harbor status for a single year, the Employer must amend the Plan to enter the Plan Year end above.]

(c)[]Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding 3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of 5% of the Participant's Compensation. See Sections 1.35(E) and 3.05(E)(4). (Complete (1).):

(1)Time period. For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(d)[]QACA Basic Matching Contribution. A Matching Contribution equal to 100% of a Participant's Elective Deferrals not exceeding 1% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 1% but not in excess of 6% of the Participant's Compensation. (Complete (1).): [Note: This election is available only if the Employer has elected the QACA automatic deferrals provisions under Election 21.]

(1)Time period. For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the QACA Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

(e)[]Enhanced Matching Contribution (including QACA). See Sections 1.35(F) and 3.05(E)(6). (Choose one of (1) or (2) and complete (3) for any election.):

(1)[]Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(2)[]Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral PercentageMatching Rate

%%

%%

%%

(3)Time period. For purposes of this Election 30(e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii) (taking into account Code §401(k)(13)(D)(ii) in the case of a QACA). If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]

(f)Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3). Choose (4) if applicable.):

(1)[]Applies to all Participants. Applies to all Participants except as may be limited under Election 30(g).

(2)[]NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(g). No HCE will receive a Safe Harbor Contribution allocation.

(3)[]NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(g): .

[Note: Any HCE allocation group the Employer describes under Election 30(f)(3) must be definitely determinable.(e.g., Division "A" HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]

(4)[]Applies to all Participants except Collective Bargaining Employees. Notwithstanding Elections 30(f)(1), (2) or (3), the Safe Harbor Contributions are not allocated to Collective Bargaining (union) Employees and may be further limited under Election 30(g).

(g)[]Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(g) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and/or one Year of Service but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(g) applies the rules of Section 3.05(D) to limit the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees.

(h)[]Another plan. The Employer will make the Safe Harbor Contribution to the following plan: .

(i)Additional Matching Contributions. See Sections 1.35(G) and 3.05(F). (Choose one of (1) or (2).):

(1)[]No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.

(2)[]Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (Choose a., b., and c. as applicable.):

a.[]Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election.):

(i)[]Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.

(ii)[]Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.

Elective Deferral PercentageMatching Rate

%%

%%

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%%

(iii)Time period. For purposes of this Election 30(i)(2)a., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Match, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer elects a match under both (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank line.]

b.[]Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding % of the Participant's Compensation (complete the blank if applicable or leave blank).

(i)Time period. For purposes of this Election 30(i)(2)b., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Additional Discretionary Matching Contribution, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer fails to specify a time period, the Employer is deemed to have elected to compute its Additional Matching Contribution based on the Plan Year.]

c.[]Describe Additional Matching Contribution formula and time period:(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b) and, if the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the formula must comply with Section 3.05(G).)

[Note: If the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a. then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch‑Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year Compensation.]

(j)[]Multiple Safe Harbor Contributions in disaggregated Plan. The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)‑1(b)(4) as follows: (Specify contributions for disaggregated plans, e.g., as to collectively bargained employees a 3% Nonelective Safe Harbor Contribution applies and as to non‑collectively bargained employees, the Basic Matching Contribution applies).

31.ALLOCATION CONDITIONS(3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.):

(a)[]No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b)[X]Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.):

[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]

(1)(2)(3)(4)

Matching,

Nonelective

and ForfeituresMatchingNonelectiveForfeitures

(1)[X]None.N/A[X][][]

(See Election 31(a))

(2)[]501 HOS/terminees (91 consecutive days if[]OR[][][]

Elapsed Time). See Section 3.06(B)(1)(b).

(3)[X]Last day of the Plan Year.[]OR[][X][]

(4)[]Last day of the Election 31(c) time period.[]OR[][][]

(5)[X]1,000 HOSin the Plan Year (182 consecutive[]OR[][X][]

days in Plan Year if Elapsed Time).

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(6)[] (specify) HOS within the Election[]OR[][][]

31(c) time period, (but not exceeding 1,000 HOS in a Plan Year).

(7)[]Describe conditions:(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

(c)[]Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.):

(1)[]Plan Year.[]OR[][][]

(2)[]Plan Year quarter.[]OR[][][]

(3)[]Calendar month.[]OR[][][]

(4)[]Payroll period.[]OR[][][]

(5)[]Describe time period:

[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]

32.ALLOCATION CONDITIONS ‑ APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete (c).):

[Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]

(a)[X]Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age (Choose one of (1) or (2).):

(1)[]Do not apply. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.

(2)[X]Apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.

(b)[]Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance from Employment is on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (Choose one or more of (1) through (4). Choose Contribution Type as applicable.):

(1)(2)(3)(4)

Matching,

Nonelective

and ForfeituresMatchingNonelectiveForfeitures

(1)[]Death.[]OR[][][]

(2)[]Disability.[]OR[][][]

(3)[]Normal Retirement Age.[]OR[][][]

(4)[]Early Retirement Age.[]OR[][][]

(c)Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2).):

(1)[X]Applies. Applies as follows(Choose one of a., b., or c.):

a.[]Both. Applies both to Nonelective Contributions and to Matching Contributions.

b.[X]Nonelective. Applies only to Nonelective Contributions.

c.[]Match. Applies only to Matching Contributions.

(2)[]Does not apply.

33.FORFEITURE ALLOCATION METHOD(3.07).  (Choose one of (a) or (b).):  33 p.2233

[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.]

(a)[]Safe harbor/top‑heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).

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(b)[X]Apply to Contributions. The Plan Administrator will allocate a Participant forfeiture attributable to all Contribution Types or attributable to all Nonelective Contributions or to all Matching Contributions as follows (Choose one or more of (1) through (6) and choose Contribution Type as applicable. Choose (5) only in conjunction with at least one other election.):

(1)(2)(3)

AllNonelectiveMatching

ForfeituresForfeituresForfeitures

(1)[]Additional Nonelective. Allocate as additional Discretionary[]OR[][]

Nonelective Contribution.

(2)[]Additional Match. Allocate as additional Discretionary[]OR[][]

Matching Contribution.

(3)[X]Reduce Nonelective. Apply to Nonelective Contribution.[X]OR[][]

(4)[X]Reduce Match. Apply to Matching Contribution.[X]OR[][]

(5)[X]Plan expenses. Pay reasonable Plan expenses.[X]OR[][]

(See Section 7.04(C).)

(6)[]Describe:(must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and nondiscriminatory manner; e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)

34.AUTOMATIC ESCALATION(3.02(G)).The Automatic Escalation provisions of Section 3.02(G) (Choose one of (a) or (b). See Election 21 regarding Automatic Deferrals. Automatic Escalation applies to Participants who have a Salary Reduction Agreement in effect.):

(a)[]Do not apply.

(b)[X]Apply. (Complete (1), (2), (3), and if appropriate (4).):

(1)Participants affected. The Automatic Escalation applies to (Choose one of a., b., or c.):

a.[]All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect to defer at least % of Compensation.

b.[]New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of this Election, or, as appropriate, any amendment thereto, to defer at least % of Compensation.

c.[X]Describe affected Participants: All Participants who have a Salary Reduction Agreement in place and the Elected Deferral is less than 10%.

[Note: The Employer in Election 34(b)(1)c. may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. The group of Participants must be definitely determinable and if an EACA under Election 21, must be uniform.]

(2)Automatic Increases. (Choose one of a. or b.):

a.[]Automatic increase. The Participant’s Elective Deferrals will increase by % per year up to a maximum of % of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.

b.[X]Describe increase: The Elective Deferral percentage will increase 1% each October 1st "Change Date" until the percentage reaches 10%.  However, the Participant's first Deferral Percentage increase will be on the first available Change Date that is at least 12 months following the day the Participant enters the Automatic Increase program unless the Participant makes a Contrary Election of 10% or more.

[Note: The Employer in Election 34(b)(2)b. may define different increases for different groups of Participants or may otherwise limit Automatic Escalation. Any such provisions must be definitely determinable.]

(3)Change Date. The Elective Deferrals will increase on the following day each Plan Year:

a.[]First day of the Plan Year.

b.[]Other: (must be a specified or definitely determinable date that occurs at least annually)

(4)First Year of Increase. The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless a. is selected below:

a.[]The escalation provision will apply as of the second Change Date thereafter.

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35.IN‑PLAN ROTH ROLLOVER CONTRIBUTION(3.08(E)).The following provisions apply regarding In‑Plan Roth Rollover Contributions (Choose one of (a) or (b); also see Election 56(d)(1); leave blank if Election 6(b)(1) is not selected.):

(a)[]Not Applicable. The Plan does not permit In‑Plan Roth Rollover Contributions.

(b)[X]Applies. The Plan permits In‑Plan Roth Rollover Contributions. (Choose (1) if applicable.)

(1)[X]Effective Date.May 1, 2016 (enter date not earlier than September 28, 2010; may be left blank if same as Plan or Restatement Effective Date).

36.EMPLOYEE (AFTER‑TAX) CONTRIBUTIONS(3.09). The following additional elections apply to Employee Contributions under Election 6(f).  (Choose one or both of (a) and (b) if applicable.):

(a)[]Additional limitations. The Plan permits Employee Contributions subject to the following limitations, if any, in addition to those already imposed under the Plan:

[Note: Any designated limitation(s) must be the same for all Participants and must be definitely determinable (e.g., Employee Contributions may not exceed the lesser of $5,000 dollars or 10% of Compensation for the Plan Year and/or Employee Contributions may not be less than $50 or 2% of Compensation per payroll period).]

(b)[]Apply Matching Contribution. For each Plan Year, the Employer's Matching Contribution made as to Employee Contributions is:

[Note: The Employer Matching Contribution formula must be the same for all Participants and must be definitely determinable (e.g., A fixed Matching Contribution equal to 50% of Employee Contributions not exceeding 6% of Plan Year Compensation or A Discretionary Matching Contribution based on Employee Contributions).]

37.DESIGNATED IRA CONTRIBUTIONS(3.12). Under Election 6(h), a Participant may make Designated IRA Contributions. (Complete (a) and (b).):

(a)Type of IRA contribution. A Participant's Designated IRA Contributions will be (Choose one of (1), (2), or (3).):

(1)[]Traditional.

(2)[]Roth.

(3)[]Traditional/Roth. As the Participant elects at the time of contribution.

(b)Type of Account. A Participant's Designated IRA Contributions will be held in the following form of Account(s) (Choose one of (1), (2), or (3).):

(1)[]IRA.

(2)[]Individual Retirement Annuity.

(3)[]IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.

ARTICLE IV

LIMITATIONS AND TESTING

38.ANNUAL TESTING ELECTIONS(4.06(B)). The Employer makes the following Plan specific annual testing elections under Section 4.06(B). (Complete (a) and (b) as applicable. Leave (a) blank if the Plan is a SIMPLE 401(k) plan.):  38 p.2438

(a)[X]Nondiscrimination testing.(Choose one or more of (1), (2), and (3).):  

(1)[X]Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply:

[Note: The Plan may "split test". For Current Year Testing, See Section 4.11(E). For Prior Year Testing, see Section 4.11(I) and, as to the first Plan Year, see Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv).]

ADP Test (Choose one of a. or b.)

a.[X]Current Year Testing.

b.[]Prior Year Testing.

ACP Test (Choose one of c., d., or e.)

c.[]Not applicable. The Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.

d.[X]Current Year Testing.

e.[]Prior Year Testing.

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(2)[]Safe Harbor Plan/No testing or ACP test only. (Choose one of a. or b.):

a.[]No testing. ADP test safe harbor applies and if applicable, ACP test safe harbor applies.

b.[]ACP test only. ADP test safe harbor applies, but Plan will perform ACP test as follows (Choose one of (i) or (ii).):

(i)[]Current Year Testing.

(ii)[]Prior Year Testing.

(3)[]Maybe notice (Election 30(b)). See Section 3.05(I).

[Note: The Employer may make elections under both the Traditional 401(k) Plan and Safe Harbor Plan elections, in order to accommodate a Plan that applies both testing elections (e.g., Safe Harbor Includible Employees group and tested Otherwise Excludible Employees group, or Safe Harbor Plan with tested after‑tax Employee Contributions). In the absence of an election regarding ADP or ACP tested contributions, Current Year Testing applies.]

(b)[]HCE determination. The Top‑Paid Group election and the calendar year data election are not used unless elected below (Choose one or both of (1) and (2) if applicable.):

(1)[]Top‑paid group election applies.

(2)[]Calendar year data election (fiscal year Plan only) applies.

ARTICLE V

VESTING REQUIREMENTS

39.NORMAL RETIREMENT AGE(5.01). A Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b).):  39 p.2539

(a)[X]Specific age. The date the Participant attains age 65. [Note: The age may not exceed age 65.]

(b)[]Age/participation. The later of the date the Participant attains age or the anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]

40.EARLY RETIREMENT AGE (5.01).  (Choose one of (a) or (b).):  40 p.2540

(a)[]Not applicable. The Plan does not provide for an Early Retirement Age.

(b)[X]Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age 60; (ii) the date a Participant reaches his/her anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes 10 Years of Service.

[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]

"Years of Service" under this Election 40 means (Choose one of (1) or (2) as applicable.):

(1)[]Eligibility. Years of Service for eligibility in Election 16.

(2)[X]Vesting. Years of Service for vesting in Elections 43 and 44.

[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]

41.ACCELERATION ON DEATH OR DISABILITY(5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (Choose one of (a), (b), or (c).):

(a)[X]Applies. Apply 100% vesting.

(b)[]Not applicable. Do not apply 100% vesting. The Participant's vesting is in accordance with the applicable Plan vesting schedule.

(c)[]Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of (Choose one of (1) or (2).):

(1)[]Death.

(2)[]Disability.

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42.VESTING SCHEDULE(5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions (other than QACA Safe Harbor Contributions); (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status), to Nonelective Contributions (other than Prevailing Wage Contributions) and to QACA Safe Harbor Contributions.(Choose (a) or choose one or both of (b) and (c) as applicable.):  42 p.2642

(a)[]Immediate vesting. 100% Vested at all times in all Accounts.

[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 42(a). If the Employer elects immediate vesting under 42(a), the Employer should not complete the balance of Election 42 or Elections 43 and 44 (except as noted therein). The Employer must elect 42(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months. The Employer must elect 42(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months. The Employer should elect 42(b) if any Contribution Type is subject to a vesting schedule.]

(b)[X]Vesting schedules: Apply the following vesting schedules (Choose one or more of (1) through (6). Choose Contribution Type as applicable.):

(1)(2)(3)(4)(5)

Additional

AllRegularMatching (SeeQACA

ContributionsNonelectiveMatchingSection 3.05(F))Safe Harbor

(1)[]Immediate vesting.N/A[][][][]

(See Election 42(a))

(2)[X]6‑year graded.[X]OR[][][]N/A

(3)[]3‑year cliff.[]OR[][][]N/A

(4)[]Modified schedule:[]OR[][][]N/A

Years of ServiceVested %

Less than 1a.

1b.

2c.

3d.

4e.

5f.

6 or more100%

(5)[]2‑year cliff.[]OR[][][][]

(6)[]Modified 2‑year schedule:[]OR[][][][]

Years of ServiceVested %

Less than 1a.

1b.

2100%

[Note: If the Employer does not elect 42(a), the Employer under 42(b) must elect immediate vesting or must elect one of the specified alternative vesting schedules. The Employer must elect either 42(b)(5) or (6) as to QACA Safe Harbor Contributions. The modified top-heavy schedule of Election 42(b)(4) must satisfy Code §411(a)(2)(B). If the Employer elects Additional Matching under Election 30(i), the Employer should elect vesting under the Additional Matching column in this Election 42(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions. If the Plan's Effective Date is before January 1, 2007, the Employer may wish to complete the override elections in Appendix B relating to the application of non‑top‑heavy vesting.]

(c)[X]Special vesting provisions:Prior Plan Account is also subject to the six year graded vesting schedule.

[Note: The Employer under Election 42(c) may describe special vesting provisions from the elections available under Election 42 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before "x" date. 6-year graded vesting applies to Division B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]

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43.YEAR OF SERVICE ‑ VESTING(5.05).  (Complete both (a) and (b).):

[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 43. If the Employer elects immediate vesting, the Employer should not complete Election 43 or Election 44 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]

(a)Year of Service. An Employee must complete at least 1,000 Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.]

(b)Vesting Computation Period. The Plan measures a Year of Service based on the following 12‑consecutive month period (Choose one of (1) or (2).):

(1)[X]Plan Year.

(2)[]Anniversary Year.

44.EXCLUDED YEARS OF SERVICE ‑ VESTING(5.05(C)).  (Choose (a) or (b).):  44 p.2744

(a)[X]None. None other than as specified in Section 5.05(C)(1).

(b)[]Exclusions. The Plan excludes the following Years of Service for purposes of vesting (Choose one or more of (1) through (4).):

(1)[]Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.

(2)[]Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.

(3)[]Rule ofParity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).

(4)[]Additional exclusions. The following Years of Service:

[Note: The Employer under Election 44(b)(4) may describe vesting service exclusions provisions available under Election 44 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before "x" date. The age 18 exclusion applies to Division B Employees OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 44(b)(4) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]

ARTICLE VI

DISTRIBUTION OF ACCOUNT BALANCE

45.MANDATORY DISTRIBUTION(6.01(A)(1)/6.08(D)). The Plan provides or does not provide for Mandatory Distribution of a Participant's Vested Account Balance following Severance from Employment, as follows (Choose one of (a) or (b). Choose (c) if applicable.):

(a)[]No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.

(b)[X]Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment.  (Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 45(b)(1)b. and 45(b)(2)b.):

(1)Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):

a.[X]$5,000.

b.[]$1,000.

c.[]Specify amount:  $(may not exceed $5,000).

[Note: This election only applies to the Mandatory Distribution maximum amount. For other Plan provisions subject to a $5,000 limit, see election 56(g)(7) in Appendix B.]

(2)Application of Rollovers to amount limit. In determining whether a Participant's Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 45(b)(1), the Plan (Choose one of a. or b.):

a.[X]Disregards Rollover Contribution Account.

b.[]Includes Rollover Contribution Account.

(3)[X]Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):

a.[X]Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.

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b.[]Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $(specify $1,000 or less), which for this purpose must include any Rollover Contributions Account.

(c)[]Required distribution at Normal Retirement Age. A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.

46.SEVERANCE DISTRIBUTION TIMING(6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant's Vested Account Balance as soon as is administratively practical following the time specified below (Choose one or more of (a) through (i) as applicable; choose (j) if applicable.):

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 46 no longer apply. See Section 6.01(B) and Election 50.]

(1)(2)

MandatoryDistribution

DistributionRequiring Consent

(a)[X]Immediate. Immediately following Severance from Employment.[X][X]

(b)[]Next Valuation Date. After the next Valuation Date following[][]

Severance from Employment.

(c)[]Plan Year. In the Plan Year following[][]

Severance from Employment(e.g., next or fifth).

(d)[]Plan Year quarter. In the Plan Year quarter following[][]

Severance from Employment(e.g., next or fifth).

(e)[]Contribution Type Accounts. (specify timing)[][]

as to the Participant's Account(s) and

(specify timing) as to the Participant's

Account(s) (e.g., As soon as is practical following Severance from Employment as to the Participant's Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant's Nonelective and Matching Accounts).

(f)[]Vesting controlled timing. If the Participant's total Vested Account[][]

Balance exceeds $, distribute (specify timing) and if the Participant's total Vested Account Balance does not exceed $, distribute (specify timing).

(g)[]Distribute at Normal Retirement Age. As to a Mandatory Distribution,[][]

distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65.

[Note: An election under column (2) only will have effect if the Plan's NRA is less than age 62.]

(h)[]No buy‑back/vesting controlled timing. Distribute as soon as is[   ][]

practical following Severance from Employment if the Participant is fully Vested. Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested.

(i)[]Describe Severance from Employment distribution timing:

[Note: The Employer under Election 46(i) may describe Severance from Employment distribution timing provisions from the elections available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance from Employment applies to Division A Employees OR to Employees hired on/before "x" date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type and Participant group (e.g., As to Division A Employees, immediate distribution after Severance from Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 46(i) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]

(j)[]Acceleration. Notwithstanding any later specified distribution date in Election 46, a Participant may elect an earlier distribution following Severance from Employment (Choose (1) and (2) as applicable.):

(1)[]Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.

(2)[]Hardship. If the Participant incurs a hardship under Section 6.07(B) following Severance from Employment.

47.IN‑SERVICE DISTRIBUTIONS/EVENTS(6.01(C)). A Participant may elect an In‑Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b).):  47 p.2947

[Note: If the Employer elects any In‑Service Distribution option, a Participant may elect to receive as many In‑Service Distributions per Plan Year (with a minimum of one per Plan Year) as the Plan Administrator's In‑Service Distribution form or policy may permit. If the form or policy is silent, the number of In‑Service Distributions is not limited. Prevailing Wage Contributions are treated as Nonelective Contributions. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.]

(a)[]None. The Plan does not permit any In‑Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) Designated IRA Contributions. Also see Section 6.01(C)(4)(e) with regard to Rollover Contributions, Employee Contributions and DECs.

(b)[X]Permitted. In‑Service Distributions are permitted as follows from the designated Contribution Type Accounts(Choose one or more of (1) through (9).):

[Note: Unless the Employer elects otherwise in Election (b)(9) below, Elective Deferrals under Election 47(b) includes Pre‑Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions (irrespective of the Plan's ACP testing status).]

(1)(2)(3)(4)(5)(6)(7)

AllElectiveSafe HarborMatchingNonelective/

Contrib.DeferralsContrib.QNECsQMACsContrib.SIMPLE

(1)[]None. Except forN/A[][][][][][]

Election 47(a)(See Election

exceptions.47(a))

(2)[X]Age (Choose one or

both of a. and b.):

a.[X]Age 59 1/2(must[X]OR[][][][][][]

be at least 59 1/2).

b.[]Age (mayN/AN/AN/AN/AN/A[][]

be less than 59 1/2).

(3)[X]Hardship (Choose one

or both of a. and b.):

a.[X]Hardship (safeN/A[X]N/AN/AN/A[X][X]

harbor). See Section 6.07(A).

b.[]Hardship (non‑N/A[   ]N/AN/AN/A[][]

safe harbor). See Section 6.07(B).

(4)[]Disability.[]OR[][][][][][]

(5)[] yearN/AN/AN/AN/AN/A[][]

contributions.

(specify minimum of two years) See Section 6.01(C)(4)(a)(i).

(6)[] months ofN/AN/AN/AN/AN/A[][]

participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii).

(7)[X]Qualified ReservistN/A[X]N/AN/AN/AN/AN/A

Distribution. See Section 6.01(C)(4)(b)(iii).

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(8)[X]Deemed Severance[][X][][][][][]

Distribution.

See Section 6.11.

(9)[]Describe:

[Note: The Employer under Election 47(b)(9) may describe In‑Service Distribution provisions from the elections available under Election 47 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Distributions apply to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 47(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

48.IN‑SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS(6.01(C)). The following additional conditions apply to In‑Service Distributions under Election 47(b) (Choose one of (a) or (b).):

(a)[]Additional conditions. (Choose one or more of (1) through (3) as applicable.):

(1)[]100% vesting required. A Participant may not receive an In‑Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to (Choose one or more of a. or b.):

a.[]Hardship distributions. Distributions based on hardship.

b.[]Other In‑Service. In‑Service distributions other than distributions based on hardship.

(2)[]Minimum amount. A Participant may not receive an In‑Service Distribution in an amount which is less than: $(specify amount not exceeding $1,000).

(3)[]Describe other conditions:

[Note: An Employer's election under Election 48(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]

(b)[X]No other conditions. A Participant may elect to receive an In‑Service Distribution upon any Election 47(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account.

49.POST‑SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS(6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election 56(g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Choose one or more of (a) through (f) as applicable.):  49 p.3049

[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 49 no longer apply. See Section 6.01(B) and Election 50.]

(a)[X]Lump‑Sum. See Section 6.03(A)(3).

(b)[]Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).

(c)[X]Installments. See Section 6.03(A)(4).

(d)[]AlternativeAnnuity: . See Section 6.03(A)(5).

[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 51(b)), the Employer may elect under 49(d) to offer one or more additional annuities (Alternative Annuity) to the Plan's QJSA, QPSA or QOSA. If the Employer elects under Election 51(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer should not elect to provide an Alternative Annuity under 49(d).]

(e)[X]Ad‑Hoc distributions. See Section 6.03(A)(6).

[Note: If an Employer elects to permit Ad‑Hoc distributions the option must be available to all Participants.]

(f)[X]Describe distribution method(s): For Lump Sum Distributions only, if the Participant?s Account exceeds the fair market value of one hundred (100) shares of Class A or Class B common stock of the Primary Sponsor as of the date on which the

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distribution is made, the Participant or designated Beneficiary may elect to receive payment of the Account in the form of such Class A or Class B shares held by the Participant.

[Note: The Employer under Election 49(f)may describe Severance from Employment distribution methods from the elections available under Election 49 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after "x" date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before "x" date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump‑Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 49(f) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]

50.BENEFICIARY DISTRIBUTION ELECTIONS(6.01(B)). Distributions following a Participant's death will be made as follows (Choose one of (a), (b), or (c); choose (d) if applicable.):

(a)[]Immediate. As soon as practical following the Participant's death.

(b)[]Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death.

(c)[X]As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 6.02.

(d)[]Describe:

[Note: The Employer under Election 50(d) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under election 50(c), or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 50(d) must require distribution to commence no later than the Section 6.02 required date.]

51.JOINT AND SURVIVOR ANNUITY REQUIREMENTS(6.04). The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b).):

(a)[X]Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)) (Complete (1).):

(1)One‑year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception (Choose one of a. or b.):

a.[]Applies. The one‑year marriage rule applies.

b.[X]Does not apply. The one‑year marriage rule does not apply.

(b)[]Joint and survivor annuity applicable. Section 6.04 applies to all Participants (Complete (1).):

(1)One‑year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):

a.[]Applies. The one‑year marriage rule applies.

b.[]Does not apply. The one‑year marriage rule does not apply.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

52.ALLOCATION OF EARNINGS(7.04(B)). For each Contribution Type provided under the Plan, the Plan allocates Earnings using the following method (Choose one or more of (a) through (f). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 52(f).]

(1)(2)(3)(4)

Elective Deferrals/

AllEmployeeMatchingNonelective

ContributionsContributionsContributionsContributions

(a)[X]Daily. See Section 7.04(B)(4)(a).[X]OR[][][]

(b)[]Balance forward.[]OR[][][]

See Section 7.04(B)(4)(b).

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(c)[]Balance forward with adjustment.[]OR[][][]

See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: .

(d)[]Weighted average. See Section[]OR[][][]

7.04(B)(4)(d). If not a monthly weighting period, the weighting period is: .

(e)[X]Participant-Directed Account method.[X]OR[][][]

See Section 7.04(B)(4)(e).

(f)[]Describe Earnings allocation method:

[Note: The Employer under Election 52(f) may describe Earnings allocation methods from the elections available under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after "x" date. Balance forward applies to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and Participant‑Directed Account applies to investments placed with vendor B OR Daily applies to Participant‑Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 52(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

ARTICLE VIII

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

53.VALUATION OF TRUST(8.02(C)(4)). In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as applicable) must value the Trust Fund on the following Valuation Date(s) (Choose one or more of (a) through (d). Choose Contribution Type as applicable.):

[Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers, DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions and Nonelective Contributions includes all Nonelective Contributions, unless described otherwise in Election 53(d).]

(1)(2)(3)(4)

Elective Deferrals/

AllEmployeeMatchingNonelective

ContributionsContributionsContributionsContributions

(a)[]No additional Valuation Dates.[]OR[][][]

(b)[X]Daily Valuation Dates. Each business day[X]OR[][][]

of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee is conducting business.

(c)[]Last day of a specified period. The[]OR[][][]

last day of each of the Plan Year.

(d)[]Specified Valuation Dates:

[Note: The Employer under Election 53(d) may describe Valuation Dates from the elections available under Election 53 and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x" date. Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant‑Directed Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 53(d) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be nondiscriminatory.]

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ARTICLE XII

MULTIPLE EMPLOYER PLAN

54.MULTIPLE EMPLOYER PLAN(12.01/12.02/12.03).The Employer makes the following elections regarding the Plan's Multiple Employer Plan status and the application of Article XII (Choose one of (a) or (b).):

(a)[X]Not applicable. The Plan is not a Multiple Employer Plan and Article XII does not apply.

(b)[]Applies. The Plan is a Multiple Employer Plan and the Article XII Effective Date is: . The Employer makes the following additional elections (Choose (1) if applicable.):

(1)[]Participating Employer may modify. See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not apply Adoption Agreement elections) as follows (Choose one of a. or b. Choose c. if applicable.):

a.[]All. May modify all elections.

b.[]Specified elections. May modify the following elections: (specify by election number).

c.[]Restrictions. May modify subject to the following additional restrictions: (Specify restrictions. Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.).

[Note: If Election (b)(1) above is not chosen, Participating Employers may not modify any Adoption Agreement elections.  The Participation Agreement must be consistent with this Election 54(b)(1). Any Participating Employer election in the Participation Agreement which is not permitted under this Election 54(b)(1) is of no force or effect and the applicable election in the Adoption Agreement applies.]

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Volume Submitter 401(k) Plan

EXECUTION PAGE

The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan and Trust.

Employer: Ingles Markets, Incorporated

Date:

Signed:

[print name/title]

The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, hereby accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Volume SubmitterPlan and Trust. If the Employer under Elections 5(c) or 5(e)will use a separate Trust, the Trustee need not execute this Adoption Agreement.

Nondiscretionary Trustee(s): Wells Fargo Bank, N.A.

Date:

Signed:

[print name/title]

Discretionary Trustee(s): Robert Ingle II

Date:

Signed:

[print name/title]

Discretionary Trustee(s): James Lanning

Date:

Signed:

[print name/title]

Discretionary Trustee(s): Ronald Freeman

Date:

Signed:

[print name/title]

Custodian(s) (Optional):  

Date:

Signed:

[print name/title]

Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The

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Volume Submitter 401(k) Plan

Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective.]

Volume Submitter Plan Sponsor. The Volume Submitter Plan Sponsor identified on the first page of the basic plan document will notify all adopting Employers of any amendment to this Volume Submitter Plan or of any abandonment or discontinuance by the Volume Submitter Plan Sponsor of its maintenance of this Volume SubmitterPlan. For inquiries regarding the adoption of the Volume Submitter Plan, the Volume Submitter Plan Sponsor's intended meaning of any Plan provisions or the effect of the AdvisoryLetter issued to the Volume Submitter Plan Sponsor, please contact the Volume Submitter Plan Sponsor at the following address and telephone number: 1525 West W.T. Harris Blvd.,Charlotte,NC28288,800-669-5812.

Reliance on Sponsor Advisory Letter. The Volume Submitter Plan Sponsor has obtained from the IRS an Advisory Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Advisory Letter, Code §401. An adopting Employer may rely on the Volume Submitter Sponsor's IRS Advisory Letter only to the extent provided in Rev. Proc. 2011‑49. The Employer may not rely on the Advisory Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Advisory Letter and in Rev. Proc. 2011‑49 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

APPENDIX A

SPECIAL RETROACTIVE OR PROSPECTIVE EFFECTIVE DATES

55.SPECIAL EFFECTIVE DATES(1.20). The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (Choose (a) or one or more of (b) through (s) as applicable.):

[Note: If the Employer elects 55(a), do not complete the balance of this Election 55.]

(a)[]Not applicable. The Employer does not elect any Appendix A special Effective Dates.

[Note: The Employer may use this Appendix A to specify an Effective Date for one or more Adoption Agreement elections which does not correspond to the Plan's new Plan or Restated Plan Effective Date under Election 4. As to Restated Plans, for periods prior to: (i) the below‑specified special Effective Date(s); or (ii) the Restated Plan's general Effective Date under Election 4, as applicable, the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions.]

(b)[]Trustee (1.67). The Trustee provisions under Election 5 or Appendix C are effective: .

(c)[]Contribution Types (1.12). The Contribution Types under Election(s) 6 are effective: .

(d)[]Excluded Employees (1.22(D)). The Excluded Employee provisions under Election(s) 8 are effective:

.

(e)[]Compensation (1.11). The Compensation definition under Election(s) (specify 9‑11 as applicable) are effective:

.

(f)[]Hour of Service/Elective Service Crediting (1.32/1.59(C)). The Hour of Service and/or elective Service crediting provisions under Election(s) (specify 12‑13 as applicable) are effective: .

(g)[]Eligibility (2.01‑2.03). The eligibility provisions under Election(s) (specify 14‑19 as applicable) are effective:

.

(h)[]Elective Deferrals (3.02(A)‑(D)). The Elective Deferral provisions under Election(s) (specify 20‑23 as applicable) are effective: .

(i)[X]Matching Contributions (3.03). The Matching Contribution provisions under Election(s) 24(a)(2)(specify 24‑26 as applicable) are effective: April 1, 2017.

(j)[]Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s) (specify 27-29 as applicable) are effective: .

(k)[]401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30 are effective:

.

(l)[]Allocation conditions (3.06). The allocation conditions under Election(s) (specify 31-32 as applicable) are effective:

.

(m)[]Forfeitures (3.07). The forfeiture allocation provisions under Election(s) 33 are effective:

.

(n)[]Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 36 are effective:

.

(o)[]Testing elections (4.06(B)). The testing elections under Election(s) 38 are effective: .

(p)[]Vesting (5.03). The vesting provisions under Election(s) (specify 39-44 as applicable) are effective:

.

(q)[]Distributions (6.01, 6.03 and 6.04). The distribution elections under Election(s) (specify 45-51 as applicable) are effective: .

(r)[]Earnings/Trust valuation (7.04(B)/8.02(C)(4)). The Earnings allocation and Trust valuation provisions under Election(s)(specify 52-53 as applicable) are effective: .

(s)[]Special Effective Date(s) for other elections(specify elections and dates):  .

APPENDIX B

BASIC PLAN DOCUMENT OVERRIDE ELECTIONS

56.BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (l) as applicable.):

[Note: If the Employer elects 56(a), do not complete the balance of this Election 56.]

(a)[]Not applicable. The Employer does not elect to override any basic plan provisions.

[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 55(s)) to specify a special Effective Date for any override provision the Employer elects in this Election 56. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]

(b)[]Definition (Article I) overrides.(Choose one or more of (1) through (8) as applicable.):

(1)[]W‑2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W‑2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.

(2)[]Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.

(3)[]Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.

(4)[]Pre‑Regulatory inclusion of Post‑Severance Compensation (1.11(I) and 4.05(F)). Prior to the first Limitation Year beginning on or after July 1, 2007 (the Effective Date of the final 415 regulations), the Plan includes Post‑Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)‑2(e) as described in Sections 1.11(I) and 4.05(F) as follows (Choose one or both of a. and b.):

a.[]Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005).

b.[]Include for allocations. Include for allocations as follows(specify affected Contribution Type(s) and any adjustments to Post‑Severance Compensation used for allocation):.

This provision applies effective as of (specify a date which is no earlier than January 1, 2002).

(5)[]Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.):

a.[]NHCEs only. Apply only to disabled NHCEs.

b.[]All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period).

(6)[]Treatment of Differential Wage Payments (1.11(L)). In lieu of the provisions of Section 1.11(L), the Employer elects the following (Choose one or more of a., b., c., and d. as applicable.):

a.[]Effective date. The inclusion is effective for Plan Years beginning after (may not be earlier than December 31, 2008).

b.[]Elective Deferrals only. The inclusion only applies to Compensation for purposes of Elective Deferrals.

c.[]Not included. The inclusion does not apply to Compensation for purposes of any Contribution Type.

d.[]Other:(specify other Contribution Type Compensation which includes Differential Wage Payments)

(7)[]Leased Employees (1.22(B)). (Choose one or both of a. and b. if applicable.):

a.[]Inclusion of Leased Employees (1.22(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types).

b.[]Offset if contributions to leasing organization plan (1.22(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employeeto the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer.The amount of the offset is as follows:

[Note: The election of an offset under this Election 56(b)(7)b. may require that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.]

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(8)[]Inclusion of Reclassified Employees (1.22(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees).

(c)[]Ruleof parity ‑ participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D).

(d)[]Contribution/allocation (Article III) overrides.(Choose one or more of (1) through (9) as applicable.):

(1)[]Roth overrides.(Choose one or more of a., b., c., or d. as applicable.):

a.[]Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre‑Tax Deferrals.

b.[]In‑Plan Roth Rollovers limited to In‑Service only (3.08(E)(2)(a)). Only Participants who are Employees may elect to make an In‑Plan Roth Rollover Contribution.

c.[]Vested In‑Plan Roth Rollovers (3.08(E)(2)(b)). Distributions related to In‑Plan Roth Rollovers may only be made from accounts which are fully Vested.

d.[]Source of In‑Plan Roth Rollover Contribution (3.08(E)(3)(b)). The Plan permits an In‑Plan Roth Rollover only from the following qualifying sources (Choose one or more.):

(i)[]Elective Deferrals

(ii)[]Matching Contributions (including any Safe Harbor Matching Contributions and Additional Matching Contributions)

(iii)[]Nonelective Contributions

(iv)[]QNECs (including any Safe Harbor Nonelective Contributions)

(v)[]Rollovers

(vi)[]Transfers

(vii)[]Other: (specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

(2)[]No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non‑Safe Harbor Nonelective Contribution.

(3)[]Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.):

a.[]No pro‑ration. Will not pro‑rate Hours of Service in any short allocation period.

b.[]Pro‑ration based on months. Will pro‑rate any Hour of Service requirement based on the number of months in the short allocation period.

(4)[]Limited waiver of allocation conditions for rehired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).

(5)[]Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.

(6)[]Safe Harbor top‑heavy exempt fail‑safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), and (c) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (b), (c), and (a).):  .

(7)[]HEART Act continued benefit accrual (3.11(K)). The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of (Choose one of a. or b.; and choose c. if the provisions no longer are effective.):

a.[]2007 Effective Date. The first day of the 2007 Plan Year.

b.[]Other Effective Date.(may not be earlier than the first day of the 2007 Plan Year).

c.[]No longer effective. The provisions no longer apply effective as of .

(8)[]Classifications allocation formula (3.04(B)(3)). If a Participant shifts from one classification to another during a Plan Year, the Plan Administrator will apportion the Participant's allocation during that Plan Year (Choose one of a., b., or c.):

a.[]Months in each classification. Pro rata based on the number of months the Participant spent in each classification.

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b.[]Days in each classification. Pro rata based on the number of days the Participant spent in each classification.

c.[]One classification only. The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.

(9)[]Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable.):

a.[]Re‑order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order).

b.[]Hours of Service tie‑breaker. Apply the greatest Hours of Service as the tie‑breaker within a suspension tier in lieu of applying the lowest Compensation.

c.[]Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering).

(e)[]Testing (Article IV) overrides.(Choose one or both of (1) and (2) as applicable.):

(1)[]First few weeks rule for Code §415 testing Compensation (4.05(F)(1)). The Plan applies the first few weeks rule in Section 4.05(F)(1).

(2)[]Post‑Severance Compensation for Code §415 testing Compensation (4.05(F)). The Employer elects the following adjustments to Post-Severance Compensation for purposes of determining 415 testing Compensation (Choose one or more of a. through d.):

[Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes leave cashouts and deferred compensation, and excludes military and disability continuation payments.]

a.[]Exclude leave cash‑outs. See Section 1.11(I)(1)(b).

b.[]Exclude deferred compensation. See Section 1.11(I)(1)(c).

c.[]Include salary continuation for military service. See Section 1.11(I)(2).

d.[]Include salary continuation for disabled Participants. See Section 1.11(I)(3). (Choose one of (i) or (ii).):

(i)[]For Nonhighly Compensated Employees only.

(ii)[]For all Participants. In which case the salary continuation will continue for the following fixed or determinable period: .

(f)[]Vesting (Article V) overrides.(Choose one or more of (1) through (6) as applicable.):

(1)[]Application of non‑top‑heavy vesting and top‑heavy vesting (5.03(A)(2)). The Employer makes the following elections regarding the application of non‑top‑heavy vesting and top‑heavy vesting (Choose a., b., and c. as applicable.):

a.[]Election of non‑top‑heavy vesting. As to Plan Years where permitted and in such Plan Years when the Plan is not top‑heavy, the following vesting schedule(s) apply. See Section 5.03(B). (Choose one or more of (i), (ii), or (iii) as applicable and complete (iv) and (v).):

(i)[]5‑year cliff.

(ii)[]7‑year graded.

(iii)[]Modified non‑top‑heavy. A modified non‑top‑heavy schedule as follows:

[Note: A modified non‑top‑heavy schedule must satisfy Code §411(a)(2).]

(iv)Application to Contribution Types. Apply the elected non‑top‑heavy vesting schedule (Choose one of A. or B.):

A.[]All. To all Contribution Types subject to vesting (other than QACA Safe Harbor Contributions).

B.[]Describe application to affected Contribution Type(s):

(v)Application of top‑heavy and non‑top‑heavy schedules.(Choose one of A. or B.):

A.[]Apply top‑heavy schedule in all Plan Years once top‑heavy.

B.[]Apply top‑heavy schedule only in top‑heavy Plan Years.

b.[]Election to eliminate HOS requirement post‑EGTRRA or post‑PPA for top‑heavy vesting. Thetop‑heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i)[]No post‑EGTRRA HOS requirement forMatching. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2001.

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(ii)[]No post‑PPA HOS requirement foraffected other Employer Contributions. To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2006.

c.[]Election to apply top‑heavy vesting only as to post‑EGTRRA or post‑PPA contributions. Thetop‑heavy vesting schedule(s) apply (Choose one or both of (i) and (ii).):

(i)[]Post‑EGTRRA Matching Contributions. Only to Regular Matching Contributions and Additional Matching Contributions made in Plan Years beginning after December 31, 2001 and to the associated Earnings.

(ii)[]Post‑PPA other Employer Contributions. Only to non‑Matching Contributions made in Plan Years beginning after December 31, 2006, and to the associated Earnings.

(2)[]Alternative "grossed‑up" vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).

(3)[]Source of Cash‑Out forfeiture restoration (5.04(B)(5)).To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution):  .

(4)[]Deemed Cash‑Out of 0% Vested Participant (5.04(C)). The deemed cash‑out rule of Section 5.04(C) does not apply to the Plan.

(5)[]Accounting for Cash‑Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash‑Out repayment (Choose one of a. or b.):

a.[]Nonelective rule. Under the nonelective rule.

b.[]Rollover rule. Under the rollover rule.

(6)[]One‑year hold‑out rule ‑ vesting (5.06(D)). The one‑year hold‑out Break in Service rule under Code §411(a)(6)(B) applies.

(g)[X]Distribution (Article VI) overrides.(Choose one or more of (1) through (9) as applicable.):

(1)[]Restriction on In‑Service Rollover Distributions (6.01(C)). A Participant shall be entitled to receive a distribution of Rollover Contributions, Employee Contributions and DECs (Choose one or more of a. through d. as applicable.):

a.[]Deferrals. Under the same provisions which apply to Elective Deferrals.

b.[]Match. Under the same provisions which apply to Matching Contributions.

c.[]Nonelective. Under the same provisions which apply to Nonelective Contributions.

d.[]Other:

[Note: The Employer under Election 56(g)(1)d. may describe In‑Service Rollover Distribution restrictions using the options available for In-Service Distributions under Election 47 and/or a combination thereof as to all Participants or as to any: (i) Participant group (e.g., Division A Rollover Accounts are distributable at age 59 1/2 OR Rollover Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In‑Service Rollover Distributions apply to Division B Employees OR to Employees hired after "x" date). An Employer's election under Election 56(g)(1)d.must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]

(2)[X]Elections related to In‑Plan Roth Rollovers (6.01(C)(7)). (Choose one or more of a. through c. as applicable.):

a.[]In‑Service Roth Rollover events. The Employer elects to permit In‑Service Distributions under the following conditions solely for purposes of making an In‑Plan Roth Rollover Contribution (Choose one or more of (i) through (iv); select (v) if applicable.):

(i)[]Age. The Participant has attained age .

(ii)[]Participation. The Participant has months of participation (specify minimum of 60 months). Section 6.01(C)(4)(a)(ii).

(iii)[]Seasoning. The amounts being distributed have accumulated in the Plan for at least years (at least 2). See Section 6.01(C)(4)(a)(i).

(iv)[]Other (describe): (must be definitely determinable and not subject to Employer discretion (e.g., age 50, but only with respect to Nonelective Contributions, and not Matching Contributions))

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[Note: Regardless of any election above to the contrary, In‑Plan Roth Rollover Contributions are not permitted from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and accounts attributable to Safe Harbor Contributions prior to age 59 1/2.]

(v)[]Distribution for withholding. A Participant may elect to have a portion of the amount that may be distributed as an In‑Plan Roth Rollover Contribution distributed solely for purposes of federal or state income tax withholding related to the In‑Plan Roth Rollover Contribution.

b.[]Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000).

c.[X]No transfer of loans. Loans may not be distributed as part of an In‑Plan Roth Rollover Contribution. (if not selected, any loans may be transferred)

(3)[]Elections related to Required Minimum Distributions. (Choose one or more of a. through c. as applicable.):

a.[]RMD overrides if Participant dies before DCD (6.02(B)(1)(e)). If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the RMD distribution rules are modified as follows (Choose one of (i) through (iv).):

(i)[]Election of 5‑year rule. If a Designated Beneficiary does not make a timely election, the 5‑year rule applies in lieu of the Life Expectancy rule.

(ii)[]Life Expectancy rule. The Life Expectancy rule applies to the Designated Beneficiary. See Section 6.02(B)(1)(d).

(iii)[]5‑year rule. The 5‑year rule applies to the Beneficiary. See Section 6.02(B)(1)(c).

(iv)[]Other:(Describe, e.g., the 5‑year rule applies to all Beneficiaries other than a surviving spouse Beneficiary.)

b.[]RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of (i) or (ii).):

(i)[]SBJPA definition indefinitely. Indefinitely will apply the pre‑SBJPA RBD definition.

(ii)[]SBJPA definition to specified date. Will apply the pre‑SBJPA definition until (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).

c.[]2009 RMD waiver elections(6.02(F)). In lieu of the 2009 RMDs suspension (subject to a Participant or Beneficiary election to continue), as provided in Section 6.02(F) (Choose one of (i) through (iii) if applicable. Choose (iv) or (v) if applicable.):

(i)[]RMDs continued unless election. 2009 RMDs are continued as provided in Section 6.02(F)(2), unless a Participant or Beneficiary otherwise elects.

(ii)[]RMDs continued ‑ no election. 2009 RMDs are continued as provided in Section 6.02(F)(3), without regard to a waiver. No election is available to Participants or Beneficiaries.

(iii)[]Other: (Describe, e.g., the Plan suspended 2009 RMDs and did not offer an election or the Plan changed from one treatment of 2009 RMDs to another treatment during 2009.)

Treatment as Eligible Rollover Distribution. For purposes of 2009 RMDs, the Plan also will treat the following distributions as Eligible Rollover Distributions (Choose (iv) or (v), if applicable. If the Employer elects neither (iv) nor (v), then a direct rollover for 2009 will be offered only for distributions that would be Eligible Rollover Distributions without regard to Code §401(a)(9)(H).):

(iv)[]2009 RMDs and Extended 2009 RMDs, both as defined in Section 6.02(F).

(v)[]2009 RMDs, as defined in Section 6.02(F), but only if paid with an additional amount that is an Eligible Rollover Distribution without regard to Code §401(a)(9)(H).

(4)[X]Distribution Methods(Choose one or both of a. and b. if applicable.):

a.[]Default Distribution Methods (6.03(B)(2)). If a Participant or Beneficiary does not make a timely election as to distribution method and timing the Plan Administrator will direct the Trustee to distribute using the following method and timing: (Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selected method and timing must not be discriminatory and must be an option the plan makes available to participants and/or beneficiaries.)

b.[X]Beneficiary Distribution Methods (6.03(A)(2)). The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution:

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(i)[X]Lump‑Sum. See Section 6.03(A)(3).

(ii)[X]Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a).

(iii)[X]Ad‑Hoc sufficient to satisfy RMD. See Section 6.03(A)(6).

(iv)[]Other:(Describe, e.g., Lump‑Sum or Installments for surviving spouse Beneficiaries, Lump‑Sum only for all other Beneficiaries.)

(5)[]Annuity Distributions (6.04). (Choose one or both of a. and b. if applicable.):

a.[]Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be %. (Specifya percentage between 50% and 100%.)

b.[]Modification of QPSA (6.04(B)(2)). The QPSA percentage will be %. (Specifya percentage between 50% and 100%.)

(6)[]Hardship Distributions (6.07). (Choose one or both of a. and b. if applicable.):

a.[]Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts.

b.[]Hardship acceleration. The existence of a hardship occurring after Separation from Service/Severance from Employment will be determined under the non‑safe harbor rules of Section 6.07(B).

(7)[]Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to "$5,000" will be $.  (Specifyan amount less than $5,000.)

(8)[]Beneficiary's hardship need (6.07(H)). Effective (Specify date not earlier than August 17, 2006), a Participant's hardship includes an immediate and heavy financial need of the Participant's primary Designated Beneficiary under the Plan, as described in Section 6.07(H).

(9)[]Non‑spouse beneficiary rollover not permitted before required (6.08(G)). For distributions after December 31, 2006, and before (Specify a date not later than January 1, 2010), the Plan does not permit a Designated Beneficiary other than the Participant's surviving spouse to elect to roll over a death benefit distribution.

(h)[]Administrative overrides (Article VII).(Choose one or more of (1) through (7) as applicable.):

(1)[]Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (Choose one of a., b., or c.):

a.[]Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.

b.[]Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).

c.[]Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).

(2)[]Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.

(3)[]Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12 months.)

(4)[]Definition of "spouse" (7.05(A)(5)). The following definition of "spouse" applies: (Specifya definition.)

(5)[]Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply: (Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)

(6)[]Subsequent restoration of forfeiture‑sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order (Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)

(7)[]State law (7.10(H)). The law of the following state will apply: (Specifyone of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)

(i)[]Trust and insurance overrides (Articles VIII and IX).(Choose one or more of (1) through (3) if applicable.):

(1)[]Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Planlimit on investment in qualifying Employer securities/real property is %. (Specifya percentage which is less than 100%.)

(2)[]Provisions relating to insurance and insurance company (9.08). The following provisions apply: (Specify such language as necessary to accommodate life insurance Contracts the Plan holds.)

[Note: The provisions in this Election 56(i)(2) may override provisions in Article IX of the Plan, but must be consistent with all other provisions of the Plan.]

(3)[]Cross‑pay when more than one entity adopts Plan not applicable (8.12). The cross‑pay provisions of Section 8.12 do not apply.

(j)[]Code Section 415 (Article XI) override (11.02(A)(1), 4.02(F)). Because of the required aggregation of multiple plans, to satisfy Code §415, the following overriding provisions apply: (Specify such language as necessary to satisfy §415, e.g., the Employer will reduce Additional Additions to this plan before reducing Annual Additions to other plans.)

(k)[]Code Section 416 (Article XI) override (11.02(A)(1), 10.03(D)). Because of the required aggregation of multiple plans, to satisfy Code §416, the following overriding provisions apply:  (Specify such language as necessary to satisfy §416, e.g., If an Employee participates in this Plan and another Plan the Employer maintains, the Employer will satisfy any Top-Heavy Minimum Allocation in this Plan and not the other plan.)

(l)[]Multiple Employer Plan (Article XII) overrides. (Choose (1) if applicable.):

(1)[]No involuntary termination for Participating Employer (12.11). The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.

APPENDIX C

LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS

57.[]INVESTMENT IN GROUP TRUST FUND (8.09).The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds under Section 8.02(A)(3)), may invest in any of the following group trust funds: .  (Specify the names of one or more group trust funds in which the Plan can invest.)

[Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund authorized by an independent Named Fiduciary.]

58.[]DUTY TO COLLECT(8.02(D)(1)). is hereby appointed as a Trustee for the Plan, and is referred to as the Special Trustee. The sole responsibility of the Special Trustee is to collect contributions the Employer owes to the Plan. No other Trustee has any duty to ensure that the contributions received comply with the provisions of the Plan or is obliged to collect any contributions from the Employer. No Trustee, other than the Special Trustee, is obliged to ensure that funds deposited are deposited according to the provisions of the Plan. The Special Trustee will execute a form accepting its position and agreeing to its obligations hereunder.

59.[X]PERMISSIBLE TRUST AMENDMENTS (8.11). The Employer makes the following amendments to the Trust as permitted under Rev. Proc. 2011‑49, Sections 5.09 and 14.04 (Choose one or more of (a) through (c) as applicable.):

[Note: Any amendment under this Election 59 must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code §401(a). The amendment may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 59 to substitute another pre‑approved trust for the Trust. See Election 5(c) as to a substitute trust.]

(a)[X]Investments. The Employer amends the Trust provisions relating to Trust investments as follows:

See THE INVESTMENT/PROFIT SHARING TRUST "B" FOR INGLES MARKETS, INCORPORATED and THE INVESTMENT/PROFIT SHARING TRUST "C" FOR INGLES MARKETS, INCORPORATED.

(b)[]Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as follows:

.

(c)[X]Other administrative provisions. The Employer amends the other administrative provisions of the Trust as follows:

Wells Fargo Bank, N.A. will be the non-discretionary Trustee for all Plan assets other than the Employer stock assets.  Robert Ingle II, James Lanning & Ronald Freeman will be discretionary Trustees for the Employer stock assets..

APPENDIX D

TABLE I: ACTUARIAL FACTORS

UP‑1984

Without Setback

Number of years

from attained age

at the end of Plan Year until

Normal Retirement Age7.50%8.00%8.50%

08.4588.1967.949

17.8687.5897.326

27.3197.0276.752

36.8086.5066.223

46.3336.0245.736

55.8915.5785.286

65.4805.1654.872

75.0984.7824.491

84.7424.4284.139

94.4124.1003.815

104.1043.7963.516

113.8173.5153.240

123.5513.2552.986

133.3033.0142.752

143.0732.7902.537

152.8592.5842.338

162.6592.3922.155

172.4742.2151.986

182.3012.0511.831

192.1401.8991.687

201.9911.7581.555

211.8521.6281.433

221.7231.5081.321

231.6031.3961.217

241.4911.2931.122

251.3871.1971.034

261.2901.1080.953

271.2001.0260.878

281.1160.9500.810

291.0390.8800.746

300.9660.8140.688

310.8990.7540.634

320.8360.6980.584

330.7780.6470.538

340.7230.5990.496

350.6730.5540.457

360.6260.5130.422

370.5820.4750.389

380.5420.4400.358

390.5040.4070.330

400.4690.3770.304

410.4360.3490.280

420.4060.3230.258

430.3770.2990.238

440.3510.2770.219

450.3270.2570.202

Note: A Participant's Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant's age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant's attainment of Normal Retirement Age, the factor for "zero" years applies.

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APPENDIX D

TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE

OTHER THAN 65

UP‑1984

Without Setback

Normal Retirement Age7.50%8.00%8.50%

551.22421.21471.2058

561.20431.19591.1879

571.18381.17641.1694

581.16271.15631.1503

591.14111.13571.1305

601.11881.11441.1101

611.09601.09251.0891

621.07261.07001.0676

631.04881.04711.0455

641.02461.02371.0229

651.00001.00001.0000

660.97520.97600.9767

670.95020.95180.9533

680.92510.92740.9296

690.89980.90270.9055

700.87400.87760.8810

710.84780.85200.8561

720.82140.82610.8307

730.79460.79990.8049

740.76780.77350.7790

750.74090.74700.7529

760.71400.72050.7268

770.68740.69420.7008

780.66110.66820.6751

790.63490.64230.6494

800.60900.61650.6238

Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.

PPD ADOPTION AGREEMENT

ADMINISTRATIVE CHECKLIST

January 1, 2017

This Administrative Checklist ("AC") is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist ("SFC") in preparing the Plan's SPD and some administrative forms, such as the Loan Policy, if applicable.

The plan document preparer need not complete the AC but may find it useful to do so. The preparer may modify the AC, including adding items, without affecting reliance on the Plan's opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator's administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.

The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre‑dating the specified date.

AC1.PLAN LOANS(7.06). The Plan permits or does not permit Participant Loans as follows (Choose one of (a) or (b).):

(a)[]Does not permit.

(b)[X]Permitted pursuant to the Loan Policy. See SFC Election 74 to complete Loan Policy.

AC2.PARTICIPANT DIRECTION OF INVESTMENT(7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b).):

(a)[]Does not permit. The Plan does not permit Participant direction of investment of any Account.

(b)[X]Permitted as follows. The Plan permits Participant direction of investment. (Complete (1) through (4).):

(1)Accounts affected.(Choose a. or choose one or more of b. through f.):

a.[]All Accounts.

b.[X]Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.

c.[]All Nonelective Contribution Accounts.

d.[X]All Matching Contribution Accounts.

e.[X]All Rollover Contribution and Transfer Accounts.

f.[]Specify Accounts:

(2)Restrictions on Participant direction (Choose one of a. or b.):

a.[X]None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.

b.[]Restrictions:

(3)ERISA §404(c).(Choose one of a. or b.):

a.[]Applies.

b.[X]Does not apply.

(4)QDIA (Qualified Default Investment Alternative).(Choose one of a. or b.):

a.[]Applies. See SFC Election 122 for details.

b.[]Does not apply.

AC3.ROLLOVER CONTRIBUTIONS(3.08). The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b).):

(a)[]Does not permit.

(b)[X]Permits. Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2).):

(1)Who may roll over.(Choose one of a. or b.):

a.[]Participants only.

b.[X]Eligible Employees or Participants.

(2)Sources/Types. The Plan will accept a Rollover Contribution (Choose one of a. or b.):

a.[]All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.

b.[X]Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: From any Eligible Retirement Plan, excluding Voluntary After-Tax contributions.

AC4.PLAN EXPENSES(7.04(C)). The Employer will pay or the Plan will be charged with non‑settlor Plan expenses as follows (Choose one of (a) or (b).):

(a)[]Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).

(b)[X]Plan pays some or all non‑settlor expenses. See SFC Election 119 for details.

© 2014 Wells Fargo Bank, N.A. or its suppliers

1

Volume Submitter 401(k) Plan

AC5.RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN(1.24(C)/(D)). There are or are not Related Employers and Participating Employers as follows (Complete (a) through (d).):

(a)Related Employers.(Choose one of (1) or (2).):

(1)[X]None.

(2)[]Name(s) of Related Employers:

(b)Participating (Related) Employers.(Choose one of (1) or (2).):

(1)[]None.

(2)[X]Name(s) of Participating Employers:Milkco, Inc. See SFC Election 76 for details.

(c)Former Participating Employers.(Choose one of (1) or (2).):

(1)[X]None.

(2)[]Applies.

Name(s)Date of cessation

(d)Multiple Employer Plan status.(Choose one of (1) or (2).):

(1)[X]Does not apply.

(2)[]Applies. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related Employer. (Complete a.)

a.Name(s) of Participating Employers (other than Related Employers described above): . See SFC Election 76 for details.

AC6.TOP‑HEAVY MINIMUM‑MULTIPLE PLANS(10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top‑Heavy Minimum Contribution (or benefit) requirement as to Non‑Key Employees who participate in such plans and who are entitled to a Top‑Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator's operational election. (Choose (a) or choose one of (b) or (c).):

(a)[X]Does not apply.

(b)[]If only another Defined Contribution Plan. Make the Top‑Heavy Minimum Allocation (Choose one of (1) or (2).):

(1)[]To this Plan.

(2)[]To another Defined Contribution Plan: (plan name)

(c)[]If one or more Defined Benefit Plans. Make the Top‑Heavy Minimum Allocation or provide the top‑heavy minimum benefit (Choose one of (1), (2), or (3).):

(1)[]To this Plan. Increase the Top‑Heavy Minimum Allocation to 5%.

(2)[]To another Defined Contribution Plan. Increase the Top‑Heavy Minimum Allocation to 5% and provide under the: (name of other Defined Contribution Plan).

(3)[]To a Defined Benefit Plan. Provide the 2% top‑heavy minimum benefit under the: (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions: .

AC7.SELF‑EMPLOYED PARTICIPANTS(1.22(A)). One or more self‑employed Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b).):

(a)[]None.

(b)[X]Applies.

AC8.PROTECTED BENEFITS(11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose one of (a) or (b).):

(a)[X]Does not apply. No Protected Benefits have been eliminated.

(b)[]Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and complete column (4).):

	(1) All Participants/ Accounts	(2) Post‑E.D. Contribution Accounts only	(3) Post‑E.D. Participants only	(4) Effective Date (E.D.)
(1)[]QJSA/QPSA distributions	[]	[]	[]
(2)[]Installment distributions	[]	[]	[]
(3)[]In‑kind distributions	[]	[]	[]

(4)[]Specify:

AC9.LIFE INSURANCE(9.01). The Trust invests or does not invest in life insurance Contracts as follows (Choose one of (a) or (b).):

(a)[X]Does not apply.

(b)[]Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.

© 2014 Wells Fargo Bank, N.A. or its suppliers

2

Volume Submitter 401(k) Plan

AC10.DISTRIBUTION OF CASH OR PROPERTY(8.04). The Plan provides for distribution in the form of (Choose one of (a) or (b).):

(a)[]Cash only. Except where property distribution is required or permitted under Section 8.04.

(b)[X]Cash or property. At the distributee's election and consistent with any Plan Administrator policy under Section 8.04.

AC11.EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY(8.02(A)(13)). The Trust invests or does not invest in qualifying Employer securities and/or qualifying Employer real property as follows (Choose one of (a) or (b).):

(a)[X]Does not apply.

(b)[]Applies. Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.

© 2014 Wells Fargo Bank, N.A. or its suppliers

3

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Lanning, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ingles Markets, Incorporated;

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

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

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 first fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: February8,  2018

/s/ James W. Lanning

James W. Lanning

Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald B. Freeman, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ingles Markets, Incorporated;

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

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

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

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

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

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

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

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

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

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

6

Date: February 8,  2018

/s/ Ronald B. Freeman

Ronald B. Freeman

Vice President - Finance and

Chief Financial 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 Quarterly Report of Ingles Markets, Incorporated (the “Company”) on Form 10-Q for the period endedDecember 30,  2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James W. Lanning, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 result of operations of the Company.

/s/ James W. Lanning

James W. Lanning

Chief Executive Officer and President

February8,  2018

The foregoing certification is being furnished as an exhibit of the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

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 Quarterly Report of Ingles Markets, Incorporated (the “Company”) on Form 10-Q for the period ended December 30,  2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald B. Freeman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 result of operations of the Company.

/s/ Ronald B. Freeman

Ronald B. Freeman

Vice President - Finance and

Chief Financial Officer

February 8,  2018

The foregoing certification is being furnished as an exhibit of the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

XML

Document And Entity Information - shares	3 Months Ended
	Dec. 30, 2017	Feb. 06, 2018
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 30, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	IMKTA
Entity Registrant Name	INGLES MARKETS INC
Entity Central Index Key	0000050493
Current Fiscal Year End Date	--09-29
Entity Filer Category	Accelerated Filer
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		14,118,244
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		6,141,532

XML

Condensed Consolidated Balance Sheets Sheets - USD ($)	Dec. 30, 2017	Sep. 30, 2017
Current Assets:
Cash and cash equivalents	$ 13,755,373	$ 23,912,100
Receivables - net	71,514,020	66,329,164
Inventories	361,626,877	349,333,013
Other current assets	8,680,581	6,265,737
Total Current Assets	455,576,851	445,840,014
Property and Equipment - Net	1,292,455,999	1,265,112,350
Other Assets	25,629,028	22,353,410
Total Assets	1,773,661,878	1,733,305,774
Current Liabilities:
Current portion of long-term debt	12,672,037	12,210,571
Accounts payable - trade	176,003,202	150,901,051
Accrued expenses and current portion of other long-term liabilities	63,366,998	82,451,857
Total Current Liabilities	252,042,237	245,563,479
Deferred Income Taxes	47,106,000	69,918,000
Long-Term Debt	877,868,771	865,659,744
Other Long-Term Liabilities	43,696,355	41,112,548
Total Liabilities	1,220,713,363	1,222,253,771
Stockholders’ Equity
Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued
Paid-in capital in excess of par value	12,311,249	12,311,249
Retained earnings	539,624,277	497,727,765
Total Stockholders’ Equity	552,948,515	511,052,003
Total Liabilities and Stockholders’ Equity	1,773,661,878	1,733,305,774
Class A Common Stock [Member]
Stockholders’ Equity
Common stocks	705,912	704,202
Class B Common Stock [Member]
Stockholders’ Equity
Common stocks	$ 307,077	$ 308,787

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 30, 2017	Sep. 30, 2017
Preferred stock, par value	$ 0.05	$ 0.05
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.05	$ 0.05
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	14,118,244	14,084,044
Common stock, shares outstanding	14,118,244	14,084,044
Class B Common Stock [Member]
Common stock, par value	$ 0.05	$ 0.05
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,141,532	6,175,732
Common stock, shares outstanding	6,141,532	6,175,732

XML

Condensed Consolidated Statements Of Income - USD ($)	3 Months Ended
	Dec. 30, 2017	Dec. 24, 2016
Net sales	$ 1,013,786,078	$ 982,758,339
Cost of goods sold	769,126,450	745,673,858
Gross profit	244,659,628	237,084,481
Operating and administrative expenses	208,828,396	206,296,215
Gain from sale or disposal of assets	57,270	1,378,117
Income from operations	35,888,502	32,166,383
Other income, net	953,960	663,135
Interest expense	11,451,722	11,312,631
Income before income taxes	25,390,740	21,516,887
Income tax (benefit) expense	(19,756,000)	7,693,000
Net income	$ 45,146,740	$ 13,823,887
Class A Common Stock [Member]
Per share amounts:
Basic earnings per common share	$ 2.29	$ 0.70
Diluted earnings per common share	2.23	0.68
Cash dividends per common share	0.165	0.165
Class B Common Stock [Member]
Per share amounts:
Basic earnings per common share	2.08	0.64
Diluted earnings per common share	2.08	0.64
Cash dividends per common share	$ 0.150	$ 0.150

XML

Condensed Consolidated Statements Of Changes In Stockholders' Equity - USD ($)	Class A Common Stock [Member] Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]	Paid-in Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Total
Balance at Sep. 24, 2016	$ 698,324	$ 314,665	$ 12,311,249	$ 456,851,372	$ 470,175,610
Balance (in shares) at Sep. 24, 2016	13,966,476	6,293,300
Net income				13,823,887	13,823,887
Cash dividends				(3,248,464)	(3,248,464)
Common stock conversions	$ 4	$ (4)
Common stock conversions (in shares)	75	(75)
Balance at Dec. 24, 2016	$ 698,328	$ 314,661	12,311,249	467,426,795	480,751,033
Balance (in shares) at Dec. 24, 2016	13,966,551	6,293,225
Balance at Sep. 30, 2017	$ 704,202	$ 308,787	12,311,249	497,727,765	511,052,003
Balance (in shares) at Sep. 30, 2017	14,084,044	6,175,732
Net income				45,146,740	45,146,740
Cash dividends				(3,250,228)	(3,250,228)
Common stock conversions	$ 1,710	$ (1,710)
Common stock conversions (in shares)	34,200	(34,200)
Balance at Dec. 30, 2017	$ 705,912	$ 307,077	$ 12,311,249	$ 539,624,277	$ 552,948,515
Balance (in shares) at Dec. 30, 2017	14,118,244	6,141,532

XML

Condensed Consolidated Statements Of Cash Flows - USD ($)	3 Months Ended
	Dec. 30, 2017	Dec. 24, 2016
Cash Flows from Operating Activities:
Net income	$ 45,146,740	$ 13,823,887
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	27,989,567	27,079,917
Gain from sale or disposal of assets	(57,270)	(1,378,117)
Receipt of advance payments on purchases contracts	1,000,000	1,000,000
Recognition of advance payments on purchases contracts	(498,746)	(820,158)
Deferred income taxes	(22,812,000)	(19,000)
Changes in operating assets and liabilities:
Receivables	(5,184,856)	(18,946,812)
Inventory	(12,293,863)	(8,715,364)
Other assets	(5,760,061)	(1,284,220)
Accounts payable and accrued expenses	9,859,803	6,452,116
Net Cash Provided by Operating Activities	37,389,314	17,192,249
Cash Flows from Investing Activities:
Proceeds from sales of property and equipment	64,713	1,368,806
Capital expenditures	(56,780,084)	(29,278,744)
Net Cash Used by Investing Activities	(56,715,371)	(27,909,938)
Cash Flows from Financing Activities:
Proceeds from short-term borrowings	65,519,466	103,292,831
Payments on short-term borrowings	(51,253,678)	(78,255,268)
Principal payments on long-term borrowings	(1,846,230)	(1,594,690)
Dividends paid	(3,250,228)	(3,248,464)
Net Cash Provided by Financing Activities	9,169,330	20,194,409
Net (Decrease) Increase in Cash and Cash Equivalents	(10,156,727)	9,476,720
Cash and Cash Equivalents at Beginning of Period	23,912,100	5,679,509
Cash and Cash Equivalents at End of Period	$ 13,755,373	$ 15,156,229

XML

Basis Of Preparation

3 Months Ended

Dec. 30, 2017

Basis Of Preparation [Abstract]

Basis Of Preparation

A. BASIS OF PREPARATION

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the Company’s financial position as of December 30, 2017, and the results of operations, changes in stockholders’ equity and cash flows for the three months ended December 30, 2017 and December 24, 2016. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2017, filed by the Company under the Securities Exchange Act of 1934 on December 6, 2017.

The results of operations for the three-month period ended December 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year.

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New Accounting Pronouncements

3 Months Ended

Dec. 30, 2017

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

B. NEW ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued Accounting Standards Update ASU 2016-02 “Leases” (ASU 2016-02).  ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet for those leases previously classified as operating leases.  This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted.  The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09).  ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize or to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be revenue entitled in exchange for those goods and services.  In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of the ASU to fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted.  The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

XML

Allowance For Doubtful Accounts

3 Months Ended

Dec. 30, 2017

Allowance For Doubtful Accounts [Abstract]

Allowance For Doubtful Accounts

C. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Receivables are presented net of an allowance for doubtful accounts of $306,000 at December 30, 2017 and September 30, 2017, respectively.

XML

Income Taxes

3 Months Ended

Dec. 30, 2017

Income Taxes [Abstract]

Income Taxes

D. INCOME TAXES

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).  The Tax Act makes broad and complete changes to the U.S tax code that will affect the Company’s fiscal year ended September 29, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, (2) creating a new limitation on deductible interest expense, and (3) bonus depreciation that will allow for full expensing of qualified property.

For the fiscal year ended September 29, 2018 the Company expects to have a blended federal corporate tax rate of 24.5% based on the effective date of the tax rate reduction.  As a result of the decrease in the federal rate, the Company has recorded in the current fiscal quarter a decrease in its net deferred tax liabilities of $26.7 million, with a corresponding reduction to deferred income tax expense.

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act.  SAB 118 allows registrants to record provisional amounts for reasonable estimates that require more subsequent analysis.  The Company has completed its analysis and does not have any provisional amounts subject to SAB 118 as of December 30, 2017.

The Company has unrecognized tax benefits and could incur interest and penalties related to uncertain tax positions. These amounts are insignificant and are not expected to significantly increase or decrease within the next twelve months.

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Accrued Expenses And Current Portion Of Other Long-Term Liabilities

3 Months Ended

Dec. 30, 2017

Accrued Expenses And Current Portion Of Other Long-Term Liabilities [Abstract]

Accrued Expenses And Current Portion Of Other Long-Term Liabilities

E. ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES

Accrued expenses and current portion of other long-term liabilities consist of the following:

	December 30,		September 30,
	2017		2017
Property, payroll and other taxes payable	$	14,659,164	$	21,261,924
Salaries, wages and bonuses payable		23,145,905		28,369,250
Self-insurance liabilities		13,767,391		13,326,110
Interest payable		3,247,752		13,175,382
Other		8,546,786		6,319,191
	$	63,366,998	$	82,451,857

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability and $450,000 per covered person for medical care benefits for a policy year. The Company’s self-insurance reserves totaled $37.4 million and $35.5 million at December 30, 2017 and September 30, 2017, respectively.  Of this amount, $13.8 million is accounted for as a current liability and $23.6 million as a long-term liability, which is inclusive of $6.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at December 30, 2017.  At September 30, 2017,  $13.7 million is accounted for as a current liability and $21.8 million as a long-term liability, which is inclusive of $4.8 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable.Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $8.6 million and $9.3 million for the three-month periods ended December 30, 2017 and December 24, 2016, respectively. 

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Long-Term Debt

3 Months Ended

Dec. 30, 2017

Long-Term Debt [Abstract]

Long-Term Debt

F. LONG-TERM DEBT

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”).  The Notes bear an interest rate of 5.750% per annum and were issued at par.

The Company may redeem all or a portion of the Notes at any time on or after June 15, 2018at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June 15 of the years indicated below:

Year
2018	102.875%
2019	101.917%
2020	100.958%
2021 and thereafter	100.000%

The Company has a $175.0 million line of credit (the “Line”) that matures in September 2022.  The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate (“LIBOR”). The Line allows the Company to issue up to $20.0 million in unused letters of credit, of which $9.9 million of unused letters of credit were issued at December 30, 2017.  The Company is not required to maintain compensating balances in connection with the Line.  At December 30, 2017, the Company had $14.3 million of borrowings outstanding under the Line. 

On December 29, 2010, the Company completed the funding of $99.7 million of bonds (the ”Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).  The final maturity date of the Bonds is January 1, 2036.

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions would hold the  Bonds until June 30, 2021, subject to certain events.  Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014.  The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.  The interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption.  Effective January 1, 2018, the interest rate on the Bonds will be adjusted to reflect the reduction in the federal corporate tax rate under the Tax Act.

The Company’s obligation to repay the Bonds is collateralized by the Project.  Additional collateral was required in order to meet certain loan to value criteria in the Covenant Agreement.  The Covenant Agreement incorporates substantially all financial covenants included in the Line.

In September 2017, the Company refinanced approximately $60 million secured borrowing obligations that were scheduled to mature in fiscal years 2018-2020 with a LIBOR-based floating rate loan maturing in October 2027.  On December 19, 2017 the Company entered into an interest rate swap agreement for a notional amount of $58.5 million at a fixed rate of 3.92%.  Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%.  The interest rate swap effectively hedges the floating rate debt closed by the Company in September, 2017.  Both the floating rate debt and the interest rate swap have monthly principal amortization of $0.5 million and mature October 1, 2027.  The fair market value of the interest rate swap is measured quarterly with adjustments recorded in other comprehensive income.  The difference between the notional amount and fair market value of the interest rate swap at December 30, 2017 was not significant.

The Notes, the Bonds and the Line contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the termination or withdrawal of the Line to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. The Company was in compliance with all financial covenants at December 30, 2017.  

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s Line,  Bonds and Notes indenture in the event of default under any one instrument.

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Dividends

3 Months Ended

Dec. 30, 2017

Dividends [Abstract]

Dividends

G. DIVIDENDS

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on October 19, 2017 to stockholders of record on October 12, 2017. 

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of the Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December 6, 2017.

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Earnings Per Common Share

3 Months Ended

Dec. 30, 2017

Earnings Per Common Share [Abstract]

Earnings Per Common Share

H. EARNINGS PER COMMON SHARE

The Company has two classes of common stock:  Class A which is publicly traded, and Class B, which has no public market.  The Class B Common Stock has restrictions on transfer; however, each share is convertible into one share of Class A Common Stock at any time.  Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share.  Each share of Class A Common Stock is entitled to receive cash dividends equal to 110% of any cash dividend paid on Class B Common Stock. 

The Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260. 

The two-class method of computing basic earnings per share for each period reflects the cash dividends declared per share for each class of stock, plus allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.  Diluted earnings per share is calculated assuming the conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis.   The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods.

	Three Months Ended				Three Months Ended
	December 30, 2017				December 24, 2016
	Class A		Class B		Class A		Class B
Numerator: Allocated net income
Net income allocated, basic	$	32,317,668	$	12,829,071	$	9,806,717	$	4,017,170
Conversion of Class B to Class A shares		12,829,071		—		4,017,170		—
Net income allocated, diluted	$	45,146,739	$	12,829,071	$	13,823,887	$	4,017,170
Denominator: Weighted average shares outstanding
Weighted average shares outstanding, basic		14,103,343		6,156,433		13,966,506		6,293,270
Conversion of Class B to Class A shares		6,156,433		—		6,293,270		—
Weighted average shares outstanding, diluted		20,259,776		6,156,433		20,259,776		6,293,270
Earnings per share
Basic	$	2.29	$	2.08	$	0.70	$	0.64
Diluted	$	2.23	$	2.08	$	0.68	$	0.64

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Segment Information

3 Months Ended

Dec. 30, 2017

Segment Information [Abstract]

Segment Information

I. SEGMENT INFORMATION

The Company operates one primary business segment, retail grocery sales.  “Other” includes our remaining operations - fluid dairy and shopping center rentals.  Information about the Company’s operations by lines of business (amounts in thousands) is as follows:

	Three Months Ended
	December 30,		December 24,
	2017		2016
Revenues from unaffiliated customers:
Grocery	$	363,325	$	360,901
Non-foods		217,744		212,311
Perishables		265,294		255,849
Gasoline		136,674		118,523
Total retail		983,037		947,584
Other		30,749		35,174
Total revenues from unaffiliated customers	$	1,013,786	$	982,758
Income from operations:
Retail	$	32,903	$	28,991
Other		2,986		3,175
Total income from operations	$	35,889	$	32,166

	December 30,		September 30,
	2017		2017
Assets:
Retail	$	1,639,964	$	1,600,699
Other		135,538		135,076
Elimination of intercompany receivable		(1,839)		(2,469)
Total assets	$	1,773,662	$	1,733,306

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

For the three-month periods ended December 30, 2017 and December 24, 2016, respectively, the fluid dairy operation had $11.3 million and $11.8 million in sales to the grocery sales segment. These sales have been eliminated in consolidation.

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Fair Values Of Financial Instruments

3 Months Ended

Dec. 30, 2017

Fair Values Of Financial Instruments [Abstract]

Fair Values Of Financial Instruments

J. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

The fair value of the Company’s debt is estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs.  Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These inputs are classified into the following hierarchy:

Level 1 Inputs  –	Quoted prices for identical assets or liabilities in active markets.
Level 2 Inputs  –	Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs  –	Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities.  The inputs into the determination of fair value require significant management judgment or estimation.

The carrying amount and fair value of the Company’s debt at December 30, 2017 is as follows (in thousands):

	Carrying				Fair Value
	Amount		Fair Value		Measurements
Senior Notes	$	700,000	$	700,000	Level 2
Facility Bonds		81,620		81,620	Level 2
Secured notes payable and other		94,655		94,655	Level 2
Line of credit payable		14,266		14,266	Level 2
Total debt	$	890,541	$	890,541

The fair value of the interest rate swap, whch is a level 2 fair value measurement, was insignificant December 30, 2017. 

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

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Subsequent Events

3 Months Ended

Dec. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

K. SUBSEQUENT EVENTS

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

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Accrued Expenses And Current Portion Of Other Long-Term Liabilities (Tables)

3 Months Ended

Dec. 30, 2017

Accrued Expenses And Current Portion Of Other Long-Term Liabilities [Abstract]

Accrued Expenses and Current Portion Of Other Long-Term Liabilities

	December 30,		September 30,
	2017		2017
Property, payroll and other taxes payable	$	14,659,164	$	21,261,924
Salaries, wages and bonuses payable		23,145,905		28,369,250
Self-insurance liabilities		13,767,391		13,326,110
Interest payable		3,247,752		13,175,382
Other		8,546,786		6,319,191
	$	63,366,998	$	82,451,857

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Long-Term Debt (Tables)

3 Months Ended

Dec. 30, 2017

Long-Term Debt [Abstract]

Schedule Of Redemption Prices Of Senior Notes

Year
2018	102.875%
2019	101.917%
2020	100.958%
2021 and thereafter	100.000%

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Earnings Per Common Share (Tables)

3 Months Ended

Dec. 30, 2017

Earnings Per Common Share [Abstract]

Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Share

	Three Months Ended				Three Months Ended
	December 30, 2017				December 24, 2016
	Class A		Class B		Class A		Class B
Numerator: Allocated net income
Net income allocated, basic	$	32,317,668	$	12,829,071	$	9,806,717	$	4,017,170
Conversion of Class B to Class A shares		12,829,071		—		4,017,170		—
Net income allocated, diluted	$	45,146,739	$	12,829,071	$	13,823,887	$	4,017,170
Denominator: Weighted average shares outstanding
Weighted average shares outstanding, basic		14,103,343		6,156,433		13,966,506		6,293,270
Conversion of Class B to Class A shares		6,156,433		—		6,293,270		—
Weighted average shares outstanding, diluted		20,259,776		6,156,433		20,259,776		6,293,270
Earnings per share
Basic	$	2.29	$	2.08	$	0.70	$	0.64
Diluted	$	2.23	$	2.08	$	0.68	$	0.64

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Segment Information (Tables)

3 Months Ended

Dec. 30, 2017

Segment Information [Abstract]

Operations By Lines Of Business

	Three Months Ended
	December 30,		December 24,
	2017		2016
Revenues from unaffiliated customers:
Grocery	$	363,325	$	360,901
Non-foods		217,744		212,311
Perishables		265,294		255,849
Gasoline		136,674		118,523
Total retail		983,037		947,584
Other		30,749		35,174
Total revenues from unaffiliated customers	$	1,013,786	$	982,758
Income from operations:
Retail	$	32,903	$	28,991
Other		2,986		3,175
Total income from operations	$	35,889	$	32,166

	December 30,		September 30,
	2017		2017
Assets:
Retail	$	1,639,964	$	1,600,699
Other		135,538		135,076
Elimination of intercompany receivable		(1,839)		(2,469)
Total assets	$	1,773,662	$	1,733,306

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Fair Values Of Financial Instruments (Tables)

3 Months Ended

Dec. 30, 2017

Fair Values Of Financial Instruments [Abstract]

Carrying Amount And Fair Value Of Debt

	Carrying				Fair Value
	Amount		Fair Value		Measurements
Senior Notes	$	700,000	$	700,000	Level 2
Facility Bonds		81,620		81,620	Level 2
Secured notes payable and other		94,655		94,655	Level 2
Line of credit payable		14,266		14,266	Level 2
Total debt	$	890,541	$	890,541

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Allowance For Doubtful Accounts (Narrative) (Details) - USD ($)	Dec. 30, 2017	Sep. 30, 2017
Allowance For Doubtful Accounts [Abstract]
Allowance for doubtful accounts receivable	$ 306,000	$ 306,000

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions			3 Months Ended	12 Months Ended
	Jan. 01, 2018	Dec. 31, 2017	Dec. 30, 2017	Sep. 29, 2018
Subsequent Event [Member]
Federal corporate tax rate	21.00%	35.00%
Decrease In Federal Corporate Tax Rate [Member]
Decrease in net deferred tax liabilities			$ (26.7)
Scenario, Forecast [Member]
Blended federal corporate tax rate				24.50%

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Accrued Expenses And Current Portion Of Other Long-Term Liabilities (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 30, 2017	Dec. 24, 2016	Sep. 30, 2017
Accrued Expenses And Current Portion Of Other Long-Term Liabilities [Abstract]
Workers' compensation per occurrence covered under insurance cost	$ 750
General liability	500
Medical care benefits per person covered under insurance cost	450
Self insurance reserves	37,400		$ 35,500
Self insurance reserves, current	13,800		13,700
Self insurance reserves, noncurrent	23,600		21,800
Receivable for expected self-insurance recoveries from excess cost insurance	6,600		$ 4,800
Employee insurance expense	$ 8,600	$ 9,300

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Accrued Expenses And Current Portion Of Other Long-Term Liabilities (Accrued Expenses And Current Portion Of Other Long-Term Liabilities) (Details) - USD ($)	Dec. 30, 2017	Sep. 30, 2017
Accrued Expenses And Current Portion Of Other Long-Term Liabilities [Abstract]
Property, payroll, and other taxes payable	$ 14,659,164	$ 21,261,924
Salaries, wages and bonuses payable	23,145,905	28,369,250
Self-insurance liabilities	13,767,391	13,326,110
Interest payable	3,247,752	13,175,382
Other	8,546,786	6,319,191
Total	$ 63,366,998	$ 82,451,857

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Long-Term Debt (Narrative) (Details) - USD ($)		3 Months Ended
	Dec. 19, 2017	Dec. 30, 2017	Sep. 30, 2017	Jun. 30, 2013	Dec. 29, 2010
Debt Instrument [Line Items]
Debt instrument principal amount				$ 700,000,000
Maturity period of senior notes		2023
Annual amount of redemption of bonds		$ 4,500,000
Mandatory bonds redemption beginning period		Jan. 01, 2014
Mandatory bonds redemption period end date		Jun. 30, 2021
Redemption of senior notes, date		Jun. 15, 2018
Interest Rate Swap [Member]
Debt Instrument [Line Items]
Derivative notional amount	$ 58,500,000
Derivative, fixed interest rate	3.92%
Interest Rate Swap [Member] | One-Month LIBOR [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate	1.65%
Senior Notes, Interest Rate of 5.75%, Maturing 2023 [Member]
Debt Instrument [Line Items]
Debt instrument stated interest rate				5.75%
Redemption period of senior notes		redeem all or a portion of the Notes at any time on or after June 15, 2018
Secured Debt [Member]
Debt Instrument [Line Items]
Debt instrument principal amount			$ 60,000,000
Debt maturity date		Oct. 01, 2027
Monthly principal amortization		$ 500,000
Facility Bonds [Member]
Debt Instrument [Line Items]
Debt maturity date		Jan. 01, 2036
Description of interest rate on bonds		interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread
Total amount of bonds funded					$ 99,700,000
Credit Line [Member]
Debt Instrument [Line Items]
Line of credit facility expiration date		Sep. 01, 2022
Line of credit facility		$ 175,000,000
Borrowings outstanding		14,300,000
Credit Line [Member] | Unused Letters Of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility		20,000,000
Unused letters of credit issued		$ 9,900,000

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Long-Term Debt (Schedule Of Redemption Prices Of Senior Notes) (Details)	3 Months Ended
	Dec. 30, 2017
Long-Term Debt [Abstract]
2018	102.875%
2019	101.917%
2020	100.958%
2021 and thereafter	100.00%

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Dividends (Narrative) (Details) - $ / shares		3 Months Ended
	Oct. 19, 2017	Dec. 30, 2017	Dec. 24, 2016
Dividends Payable [Line Items]
Dividend payment date		Oct. 19, 2017
Dividend record date		Oct. 12, 2017
Class A Common Stock [Member]
Dividends Payable [Line Items]
Cash dividends per share of common stock	$ 0.165	$ 0.165	$ 0.165
Class B Common Stock [Member]
Dividends Payable [Line Items]
Cash dividends per share of common stock	$ 0.15	$ 0.150	$ 0.150

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Earnings Per Common Share (Narrative) (Details)	3 Months Ended
	Dec. 30, 2017 item
Earnings Per Share [Line Items]
Conversion feature for Class B Common Stock	each share is convertible into one share of Class A Common Stock at any time
Voting rights for shareholders	Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share
Percentage of cash dividend on Class B Common Stock entitled to receive for each share of Class A Common Stock	110.00%
Class A Common Stock [Member]
Earnings Per Share [Line Items]
Number of votes for common stock	1
Class B Common Stock [Member]
Earnings Per Share [Line Items]
Number of votes for common stock	10

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Earnings Per Common Share (Reconciliation Of Numerators And Denominators Of Basic And Diluted Earnings Per Share) (Details) - USD ($)	3 Months Ended
	Dec. 30, 2017	Dec. 24, 2016
Class A Common Stock [Member]
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items]
Net income allocated, basic	$ 32,317,668	$ 9,806,717
Conversion of Class B to Class A shares	12,829,071	4,017,170
Net income allocated, diluted	$ 45,146,739	$ 13,823,887
Weighted average shares outstanding, basic	14,103,343	13,966,506
Conversion of Class B to Class A shares	6,156,433	6,293,270
Weighted average shares outstanding, diluted	20,259,776	20,259,776
Earnings per share, Basic	$ 2.29	$ 0.70
Earnings per share, Diluted	$ 2.23	$ 0.68
Class B Common Stock [Member]
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items]
Net income allocated, basic	$ 12,829,071	$ 4,017,170
Net income allocated, diluted	$ 12,829,071	$ 4,017,170
Weighted average shares outstanding, basic	6,156,433	6,293,270
Weighted average shares outstanding, diluted	6,156,433	6,293,270
Earnings per share, Basic	$ 2.08	$ 0.64
Earnings per share, Diluted	$ 2.08	$ 0.64

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Segment Information (Narrative) (Details) $ in Millions	3 Months Ended
	Dec. 30, 2017 USD ($) segment	Dec. 24, 2016 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment	1
Fluid dairy [Member]
Segment Reporting Information [Line Items]
Sales eliminated in consolidation | $	$ 11.3	$ 11.8

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Segment Information (Operations By Lines Of Business) (Details) - USD ($)	3 Months Ended
	Dec. 30, 2017	Dec. 24, 2016	Sep. 30, 2017
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	$ 1,013,786,078	$ 982,758,339
Total income from operations	35,888,502	32,166,383
Total assets	1,773,661,878		$ 1,733,305,774
Elimination of intercompany receivable [Member]
Segment Reporting Information By Segment [Line Items]
Total assets	(1,839,000)		(2,469,000)
Grocery [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	363,325,000	360,901,000
Non-foods [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	217,744,000	212,311,000
Perishables [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	265,294,000	255,849,000
Gasoline [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	136,674,000	118,523,000
Retail [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	983,037,000	947,584,000
Total income from operations	32,903,000	28,991,000
Total assets	1,639,964,000		1,600,699,000
Other Segment [Member]
Segment Reporting Information By Segment [Line Items]
Total revenues from unaffiliated customers	30,749,000	35,174,000
Total income from operations	2,986,000	$ 3,175,000
Total assets	$ 135,538,000		$ 135,076,000

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Fair Values Of Financial Instruments (Carrying Amount And Fair Value Of Debt) (Details) $ in Thousands	Dec. 30, 2017 USD ($)
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	$ 890,541
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	890,541
Level 2 | Senior Notes [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	700,000
Level 2 | Senior Notes [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	700,000
Level 2 | Facility Bonds [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	81,620
Level 2 | Facility Bonds [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	81,620
Level 2 | Secured Notes Payable And Other [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	94,655
Level 2 | Secured Notes Payable And Other [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	94,655
Level 2 | Line of Credit Payable [Member] | Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	14,266
Level 2 | Line of Credit Payable [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Estimated fair value of debt	$ 14,266