##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 or 15 (d)  OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended:
    December 30, 2006o

TRANSITION REPORT PURSUANT TO
    SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period
    from          to          .   Commission file number: 0-785
  NASH-FINCH COMPANY
 (Exact name of Registrant as
    specified in its charter)
  Delaware

41-0431960(State of
    Incorporation)

(I.R.S. Employer Identification
    No.)7600 France Avenue South
    P.O. Box 355
    Minneapolis, Minnesota

55440-0355(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (952) 832-0534
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
   Common
    Stock, par value
    $1.662/3
    per share
    Common Stock Purchase Rights
    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 



Nash
    Finch Company
  Index
  
  Page No.PART IItem 1.


Business


1Item 1A.


Risk
    Factors


7Item 1B.


Unresolved Staff
    Comments


11Item 2.


Properties


11Item 3.


Legal
    Proceedings


13Item 4.


Submission of
    Matters to a Vote of Security Holders


14Executive Officers
    of the Registrant


14PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


16Item 6.


Selected Financial
    Data


17Item 7.


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


19Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


36Item 8.


Financial
    Statements and Supplementary Data


37Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


78Item 9A.


Controls and
    Procedures


78Item 9B.


Other
    Information


80PART IIIItem 10.


Directors and
    Executive Officers of the Registrant and Corporate
    Governance


80Item 11.


Executive
    Compensation


80Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


80Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


81Item 14.


Principal
    Accounting Fees and Services


81PART IVItem 15.


Exhibits and
    Financial Statement Schedules


82SIGNATURES


87Computation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Ernst & Young LLPPower of AttorneyCertification of Chief Executive OfficerCertificationf of Chief Financial OfficerSection 1350 Certification




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##### Table of Contents



Nash
    Finch Company
 PART I    Forward-Looking
    Information
    
    the success or failure of strategic plans, new business ventures
    or initiatives;
    the effect of competition on our distribution, military and
    retail businesses;
    our ability to identify and execute plans to improve the
    competitive position of our retail operations;
    risks entailed by acquisitions, including the ability to
    successfully integrate acquired operations and retain the
    customers of those operations;
    credit risk from financial accommodations extended to customers;
    general sensitivity to economic conditions, including volatility
    in energy prices and food commodities;
    future changes in market interest rates;
    our ability to identify and execute plans to expand our food
    distribution operations;
    changes in the nature of vendor promotional programs and the
    allocation of funds among the programs;
    limitations on financial and operating flexibility due to debt
    levels and debt instrument covenants;
    possible changes in the military commissary system, including
    those stemming from the redeployment of forces, congressional
    action and funding levels;
    adverse determinations or developments with respect to the
    litigation or SEC inquiry discussed in Part I, Item 3
    of this report;
    changes in consumer spending, buying patterns or food safety
    concerns; and
    unanticipated problems with product procurement.    ITEM 1.
    BUSINESS   1




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##### Table of Contents




    Emphasis on a suite of retail formats designed to appeal to
    todays consumers including everyday value, multicultural,
    urban, extreme value and upscale formats, as well as military
    commissaries and exchanges;
    Strong, passionate businesses in key areas including
    perishables, health and wellness, center store, pharmacy and
    military supply, driven by the needs of each format;
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Retail support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, store brands, market research, retail store
    support, retail pricing and license agreement opportunities;
    Store brand management dedicated to leveraging the strength of
    the Our Familybrand as a regional brand through
    exceptional product development coupled with pricing and
    marketing support; and
    Integrated shared services company-wide, including IT support
    and infrastructure, accounting, finance, human resources and
    legal.    Food
    Distribution Segment
      1 2
 2




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##### Table of Contents



Products
  Our
    Family1 Value Choice Our Family Pride
  Services
    
    promotional, advertising and merchandising programs;
    installation of computerized ordering, receiving and scanning
    systems;
    providing contacts for retail accounting, budgeting and payroll
    services;
    retail equipment procurement assistance;
    consumer and market research;
    remodeling and store development services;
    securing existing grocery stores that are for sale or lease in
    the market areas we serve and occasionally acquiring or leasing
    existing stores for resale or sublease to these
    customers; and
    NashNet, which provides supply chain efficiencies through
    internet services.      1 AVANZA ® Econofoods ® Sun
    Mart ® Family Thrift
    Center ® Our
    Family®,
    Our Family
    Pride®,
    Fame®,
    Value
    Choicetm,
    Food
    Pride® Fresh
    Place ® IGA ®
 3




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##### Table of Contents



IGA Food Pride IGA Food Pride
  Military
    Segment
         4




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##### Table of Contents



Retail
    Segment
  Econofoods Sun
    Mart Family Thrift Center Pick n
    Save, AVANZA, Wholesale Food Outlet and Food Bonanza AVANZA Wholesale Food Outlet Food
    Bonanza
  The Fresh Place AVANZA Wholesale Food Outlet
    Competition
  Food
    Distribution Segment
   5




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##### Table of Contents



Military
    Segment
    Retail
    Segment
    Vendor
    Allowances and Credits
     6




---



##### Table of Contents



and/or
  Trademarks
    and Servicemarks
  Our Family Value Choice
  Employees
    Available
    Information
  www.nashfinch.com. Form 10-K, Form 10-Q, Form 8-K Code of Business Conduct Code of Ethics for Senior Financial Management
  ITEM 1A.
    RISK
    FACTORS  Form 10-K,
 7




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##### Table of Contents



We
    face substantial competition and our competitors may have
    superior resources, which could place us at a competitive
    disadvantage.
  Wal-Mart),
      Our
    results of operations and financial condition could be adversely
    affected if we are unable to improve the competitive position of
    our retail operations.
   8




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##### Table of Contents



Our
    ability to operate effectively could be impaired by the risks
    and costs associated with the efforts to grow our business
    through acquisitions.
    
    demands on management related to the significant increase in our
    size after the acquisition of operations;
    difficulties in the assimilation of different corporate cultures
    and business practices, such as those involving vendor
    promotions, and of geographically dispersed personnel and
    operations;
    difficulties in the integration of departments, information
    technology systems, operating methods, technologies, books and
    records and procedures, as well as in maintaining uniform
    standards and controls, including internal accounting controls,
    procedures and policies; and
    expenses of any undisclosed liabilities, such as those involving
    environmental or legal matters.    Substantial
    operating losses may occur if the customers to whom we extend
    credit or for whom we guarantee loan or lease obligations fail
    to repay us.
    Consumable
    goods distribution is sensitive to economic conditions and
    economic downturns or uncertainty may have a material adverse
    effect on our financial condition and results of
    operations.
   9




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##### Table of Contents



We may
    experience technology failures which could have a material
    adverse effect on our business.
    Our
    distribution business could be negatively affected if we fail to
    retain existing customers or attract significant numbers of new
    customers.
    Changes
    in vendor promotions or allowances, including the way vendors
    target their promotional spending, and our ability to
    effectively manage these programs could significantly impact our
    margins and profitability.
    Our
    debt instruments include financial and other covenants that
    limit our operating flexibility and that may affect our future
    business strategies and operating results.
   10




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##### Table of Contents



Our
    military segment operations are dependant upon domestic and
    international military distribution, and a change in the
    military commissary system could negatively impact our results
    of operations and financial condition.
    We may
    not be able to achieve the expected benefits from the
    implementation of new strategic initiatives.
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   11




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##### Table of Contents



Food
    Distribution Segment
    Approx. SizeLocation

(Square Feet)Midwest Region:Omaha, Nebraska


626,900Cedar Rapids, Iowa


351,900St. Cloud, Minnesota


329,000Sioux Falls, South Dakota (2)


297,400Fargo, North Dakota


288,800Rapid City, South Dakota (3)


195,100Minot, North Dakota


185,200Southeast Region:Lumberton, North Carolina (1)


336,500Statesboro, Georgia (1)


230,500Bluefield, Virginia


187,500Great Lakes Region:Bellefontaine, Ohio


666,000Lima, Ohio (4)


608,300Bridgeport, Michigan (1)


604,500Westville, Indiana


631,900Cincinnati, Ohio


403,300Total Square Footage


5,942,800     (1)
    
    Leased facility.(2)
    
    Includes 101,300 square feet that we lease. The Sioux Falls
    facility represents two distinct distribution centers.(3)
    
    Includes 8,000 square feet that we lease.(4)
    
    Includes 94,000 square feet that we lease.  Military
    Segment
    Approx. SizeLocation

(Square Feet)Norfolk, Virginia


733,200Jessup, Maryland


115,200Total Square Footage


848,400  12




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##### Table of Contents



Retail
    Segment
    Number


Areas

AverageBanner

of Stores


of Operation

Square FeetEconofoods


26


IA, IL, MN, SD, WI


35,886Sun Mart


24


CO, MN, NE, ND


34,487Family Thrift Center


4


SD


37,890AVANZA


2


CO


29,339Wholesale Food Outlet


2


CO, IA


31,570Pickn Save


2


OH


49,239Food Bonanza


1


NE


23,211Other Stores


1


MN


3,512Total


62     ITEM 3.
    LEGAL
    PROCEEDINGS  Shareholder
    Litigation
    Securities
    and Exchange Commission Inquiry
    Other
   13




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT    Year First Electedor Appointed as anName

Age

Executive Officer

TitleAlec C. Covington


50



2006


President and Chief Executive
    OfficerChristopher A. Brown


44



2006


Executive Vice President, Food
    DistributionEdward L. Brunot


43



2006


Senior Vice President, MilitaryRobert B. Dimond


45



2007


Chief Financial Officer, Executive
    Vice President and TreasurerKathleen M. Mahoney


52



2006


Senior Vice President, Secretary
    and General CounselJeffrey E. Poore


48



2001


Executive Vice President, Supply
    Chain ManagementCalvin S. Sihilling


57



2006


Executive Vice President and Chief
    Information Officer     Alec C. Covington
  Christopher A. Brown
  Edward L. Brunot
  Robert B. Dimond
 14




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##### Table of Contents



Kathleen M. Mahoney
  Jeffrey E. Poore
  Calvin S. Sihilling
 15




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Dividends2006


2005


Per ShareHigh


Low


High


Low


2006


2005First Quarter

$
31.74


$
24.99


$
44.00


$
35.27


$
0.180


$
0.135Second Quarter


30.52



19.42



39.59



33.89



0.180



0.180Third Quarter


24.86



19.56



43.90



36.40



0.180



0.180Fourth Quarter


27.90



24.06



42.85



24.83



0.180



0.180       (d)(c)


Maximum Number(a)





Total Number of


(or ApproximateTotal


(b)


Shares Purchased


Dollar Value) ofNumber


Average Price


as Part of Publicly


Shares that may Yetof Shares


Paid per


Announced Plans


be Purchased UnderPeriod

Purchased


Share


or Programs


Plans or ProgramsPeriod 11 (October 8 to
    November 4, 2006)














Period 12 (November 5 to
    December 2, 2006)


899


$
26.10



(*
)


(*
)Period 13 (December 3 to
    December 30, 2006)














Total


899


$
26.10



(*
)


(*
)     (*)
    
    The Nash Finch Company Deferred Compensation Plans
    Trust Agreement requires that dividends paid on Company
    common stock held in the Trust be reinvested in additional
    shares of such common stock. 16




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated Summary of Operations
    Five years ended December 30, 2006 (not covered by
    Independent Auditors Report)
    (Dollar amounts in thousands except per share amounts)
  2006


2005 (1)


2004


2003


2002(52 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)Sales

$
4,631,629



4,555,507



3,897,074



3,971,502



3,874,672Cost of sales


4,229,807



4,124,344



3,474,329



3,516,460



3,408,409Gross profit


401,822



431,163



422,745



455,042



466,263Selling, general and administrative


319,678



300,837



299,727



326,716



350,305Gains on sale of real estate


(1,130
)


(3,697
)


(5,586
)


(748
)


(3,826
)Special charges


6,253



(1,296
)


34,779







(765
)Goodwill impairment


26,419















Extinguishment of debt










7,204







Depreciation and amortization


41,451



43,721



40,241



42,412



39,988Interest expense


26,644



24,732



27,181



34,729



30,429Income tax expense


5,835



25,670



4,322



17,254



19,552Earnings (loss) from continuing
    operations


(23,328
)


41,196



14,877



34,679



30,580Net earnings from discontinued
    operations


160



56



55



413



Cumulative effect of change in
    accounting principle, net of income tax (2)


169















(6,960
)Net earnings (loss)

$
(22,999
)


41,252



14,932



35,092



23,620Basic earnings (loss) per share:Continuing operations

$
(1.74
)


3.19



1.20



2.87



2.59Discontinued operations


0.01











0.03



Cumulative effect of change in
    accounting principle (2)


0.01















(0.59
)Basic earnings (loss) per share

$
(1.72
)


3.19



1.20



2.90



2.00Diluted earnings (loss) per share:Continuing operations

$
(1.74
)


3.13



1.18



2.85



2.52Discontinued operations


0.01











0.03



Cumulative effect of change in
    accounting principle (2)


0.01















Extraordinary change from early
    extinguishment of debt


















(0.57
)Diluted earnings (loss) per share

$
(1.72
)


3.13



1.18



2.88



1.95Cash dividends declared per common
    share

$
0.72



0.675



0.54



0.36



0.36Pretax earnings (loss) from
    continuing operations as a percent of sales


(0.38
%)


1.47
%


0.49
%


1.31
%


1.29
%Net earnings (loss) as a percent of
    sales


(0.50
%)


0.91
%


0.38
%


0.88
%


0.61
%Effective income tax rate


33.4
%


38.4
%


22.5
%


33.2
%


39.0
%Current assets

$
457,053



512,207



400,587



415,810



468,281Current liabilities

$
278,222



325,859



280,162



284,752



309,256Net working capital

$
178,831



186,348



120,425



131,058



159,025Ratio of current assets to current
    liabilities


1.64



1.57



1.43



1.46



1.51Total assets

$
954,303



1,077,424



815,628



886,352



947,922Capital expenditures

$
27,469



24,638



22,327



40,728



52,605Long-term obligations (long-term
    debt and capitalized lease obligations)

$
347,854



407,659



239,603



326,583



405,376Stockholders equity

$
294,380



322,578



273,928



256,457



221,479Stockholders equity per share
    (3)

$
21.95



24.22



21.64



21.10



18.44Return on stockholders equity
    (4)


(7.92
%)


12.77
%


5.43
%


13.52
%


13.81
%Number of common stockholders of
    record at year-end


2,505



2,322



2,579



2,841



2,797Common stock high price (5)

$
31.74



44.00



38.66



24.70



33.18Common stock low price (5)

$
19.42



24.83



18.06



4.26



7.12  17




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##### Table of Contents



(1)
    
    Information presented for fiscal 2005 reflects our acquisition
    on March 31, 2005 of the Lima and Westville distribution
    divisions of Roundys. More generally, discussion regarding
    the comparability of information presented in the table above or
    material uncertainties that could cause the selected financial
    data not to be indicative of future financial condition or
    results of operations can be found in Part 1, Item 1A.
    of this report, Risk Factors, Part II,
    Item 7 of this report, Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations and Part II, Item 8 of this report in
    our Consolidated Financial Statements and notes thereto.(2)
    
    Effect of adoption of EITF
    No. 02-16,
    Accounting by a Customer (Including a Reseller) for
    Certain Consideration Received from a Vendor in fiscal
    2002 and adoption of SFAS No. 123(R),
    Share-Based Payment- Revised 2004, in fiscal
    2006.(3)
    
    Based on outstanding shares at year-end.(4)
    
    Return based on continuing operations.(5)
    
    High and low closing sales price on NASDAQ. 18




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
      
    Emphasis on a suite of retail formats designed to appeal to
    todays consumers including everyday value, multicultural,
    urban, extreme value and upscale formats, as well as military
    commissaries and exchanges;
    Strong, passionate businesses in key areas including
    perishables, health and wellness, center store, pharmacy and
    military supply, driven by the needs of each format;
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Retail support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, store brands, market research, retail store
    support, retail pricing and license agreement opportunities;
    Store brand management dedicated to leveraging the strength of
    the Our Family brand as a regional brand through
    exceptional product development coupled with pricing and
    marketing support; and
    Integrated shared services company-wide including IT support and
    infrastructure, accounting, finance, human resources and legal.         19




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##### Table of Contents



Results
    of Operations
    Sales
    2006


2005


2004Percent


Percent





Percent


Percent





PercentSegment sales:

Sales


of Sales


Change


Sales


of Sales


Change


Sales


of Sales(In millions)Food Distribution

$
2,787.7



60.2
%


4.4
%

$
2,669.3



58.6
%


36.1
%

$
1,961.2



50.3
%Military


1,195.0



25.8
%


3.3
%


1,157.2



25.4
%


3.1
%


1,122.1



28.8
%Retail


648.9



14.0
%


(11.0
%)


729.0



16.0
%


(10.4
%)


813.8



20.9
%Total Sales

$
4,631.6



100.0
%


1.7
%

$
4,555.5



100.0
%


16.9
%

$
3,897.1



100.0
%       2006


2005


2004Domestic


69.7
%


68.6
%


67.4
%Overseas


30.3
%


31.4
%


32.6
%  20




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##### Table of Contents



Fiscal Year


Fiscal Year2006


2005Number of stores at beginning of
    year


78



85Acquired stores






2Closed or sold stores


(16
)


(9
)Number of stores at end of year


62



78   Gross
    Profit
  2004-2006
  Selling,
    General and Administrative Expense
    2006


2005


2004% of





% of





% of$


Sales


$


Sales


$


Sales(In millions except percentages)SG&A


319.7



6.9
%


300.8



6.6
%


299.7



7.7
%Significant factors affecting
    SG&A:Retail store impairments and lease
    costs on closed stores


7.5



0.2
%


1.4



0.0
%


0.1



0.0
%Charges related to food
    distribution customers


12.5



0.3
%


2.0



0.0
%






Severance costs


4.2



0.1
%














Tradename impairment


2.0



0.0
%














Vacation standardization


2.0



0.0
%














Total significant factors
    affecting SG&A


28.2



0.6
%


3.4



0.0
%


0.1



0.0
%   2004-2006
 21




---



##### Table of Contents



Fame
  Gain
    on Sale of Real Estate
    Special
    Charges
  AVANZA
  AVANZA held-for-sale.
    Goodwill
    Impairment
    Depreciation
    and Amortization Expense
   22




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##### Table of Contents



Interest
    Expense
      Income
    Tax Expense
      Discontinued
    Operations
    Net
    Earnings
   23




---



##### Table of Contents



Fiscal 2006


Fiscal 2005


Fiscal 2004Diluted





Diluted





Diluted$000s


EPS


$000s


EPS


$000s


EPSNet earnings (loss) from
    continuing operations as reported

$
(23,328
)


(1.74
)


41,196



3.13



14,877



1.18Items affecting
    earnings

$Bridge loan fee










457



0.03







Call premium for early redemption
    of senior subordinated notes


















2,819



0.22Write-off of unamortized finance
    costs and original issuance discount on credit facility and
    senior subordinated notes


















1,525



0.12Debt amendment fees


331



0.02















Special charges


3,821



0.29



(791
)


(0.06
)


20,950



1.66Store closure cost reflected in
    operations (Q2 2004)


















2,009



0.16Goodwill impairment


25,744



1.92















Charges related to food
    distribution customers


7,641



0.57



1,190



0.09







Retail store impairments and lease
    costs on closed stores


4,552



0.34



890



0.07



81



.01Inventory markdown and wind down
    costs related to retail store closings


1,384



0.10



613



0.05



476



.04Severance costs


2,585



0.19















Tradename impairment


1,229



0.10















Vacation standardization


1,208



0.09















Additions to tax reserves or
    reversal of previously established tax reserves


1,688



0.13



(1,076
)


(0.08
)


(3,300
)


(0.27
)Total items affecting earnings

$
50,183



3.75



1,283



0.10



24,560



1.94   Liquidity
    and Capital Resources
      2006


2005


2004(In thousands)Net cash provided by operating
    activities

$
90,135



61,317



101,894Net cash used in investing
    activities


(24,509
)


(230,680
)


(8,280
)Net cash provided by (used in)
    financing activities


(65,925
)


165,591



(101,342
)Net change in cash and cash
    equivalents

$
(299
)


(3,772
)


(7,728
)  24




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Amount Committed by PeriodTotalAmount


Fiscal


Fiscal


FiscalContractual Cash
    Obligations:

Committed


2007


2008-2009


2010-2011


Thereafter(In thousands)Long-Term Debt(1)

$
314,618



633



1,144



161,298



151,543Interest on Long-Term Debt(2)


254,670



18,216



36,332



21,747



178,375Capital Lease Obligations(3)(4)


62,365



7,154



14,170



11,773



29,268Operating Leases(3)


134,044



23,932



41,557



30,730



37,825Benefit Obligations(5)


27,963



3,048



5,875



5,338



13,702Purchase Obligations(6)


74,962



42,014



31,248



1,700



Total

$
868,622



94,997



130,326



232,586



410,713     (1)
    
    Refer to Part II, Item 8 in this report under Note
    (7)  Long-term Debt and Bank Credit
    Facilities in Notes to Consolidated Financial Statements
    and to the discussion of covenant compliance below for
    additional information regarding long-term debt.(2)
    
    The interest on long-term debt for fiscal 2035 reflects our
    Senior Subordinated Convertible Debt accreted interest for
    fiscal 2013 through 2035, should the convertible debt remain
    outstanding until maturity. Interest payments assume debt is
    held to maturity. For variable rate debt the current interest
    rates applicable as of December 30, 2006 were assumed for
    the remainder of the term.(3)
    
    Lease obligations primarily relate to store locations for our
    retail segment, as well as store locations subleased to
    independent food distribution customers. A discussion of lease
    commitments can be found in 25




---



##### Table of Contents



Part II, Item 8 in this report under Note
    (12)  Leases in Notes to Consolidated
    Financial Statements and under the caption Lease
    Commitments under Critical Accounting
    Policies, below.(4)
    
    Includes amounts classified as imputed interest.(5)
    
    Our benefit obligations include obligations related to sponsored
    defined benefit pension and post-retirement benefit plans. For a
    further discussion see Part II, Item 8 in this report
    under Note (17)  Pension and Other
    Post-retirement Benefits.(6)
    
    The majority of our purchase obligations involve purchase orders
    made in the ordinary course of business, which are not included
    in the table above. Our purchase orders are based on our current
    needs and are fulfilled by our vendors within very short time
    horizons. Any amounts for which we are liable under purchase
    orders are reflected in our consolidated balance sheet as
    accounts payable upon shipment of the underlying product. The
    purchase obligations shown in this table also exclude agreements
    that are cancelable by us without significant penalty, which
    include contracts for routine outsourced services. The amount of
    purchase obligations shown in the table represents the amount of
    product we are contractually obligated to purchase to earn
    $1.8 million in upfront contract monies received. Should we
    not be able to fulfill these purchase obligations, we would be
    only obligated to pay back the unearned upfront contract monies.    Commitment Expiration per PeriodTotalOther Commercial

Amounts


Less than








Over 5Commitments

Committed


1 Year


1-3 Years


4-5 Years


Years(In thousands)Standby Letters of Credit(1)

$
18,453



18,453











Guarantees(2)


29,460



225



6,184



5,710



17,341Total Other Commercial Commitments

$
47,913



18,678



6,184



5,710



17,341     (1)
    
    Letters of credit relate primarily to supporting workers
    compensation obligations and are renewable annually.(2)
    
    Refer to Part II, Item 8 of this report under Note
    (13)  Concentration of Credit Risk of
    Notes to Consolidated Financial Statements and under the caption
    Guarantees of Debt and Lease Obligations of Others
    under Critical Accounting Policies, below, for
    additional information regarding debt guarantees, lease
    guarantees and assigned leases.  Senior
    Secured Credit Facility
   26




---



##### Table of Contents



For The FiscalPeriods EndingFinancial Covenants

Closest to

Required RatioInterest Coverage Ratio

12/31/04 through 9/30/07
    12/31/07 and thereafter

3.50:1.00 (minimum)
    4.00:1.00Total Leverage Ratio

12/31/04 through 9/30/06
    12/31/06 through 3/31/07
    6/30/07 through 9/30/07
    12/31/07 and thereafter

3.50:1.00 (maximum)
    3.75:1.00
    3.50:1.00
    3.00:1.00Senior Secured Leverage Ratio

12/31/04 through 9/30/06
    12/31/06 through 9/30/07
    12/31/07 and thereafter

2.75:1.00 (maximum)
    2.50:1.00
    2.25:1.00Working Capital Ratio

12/31/04 through 9/30/05
    12/31/05 through 9/30/08 Thereafter

1.50:1.00 (minimum)
    1.75:1.00
    2.00:1.00  27




---



##### Table of Contents



Financial Covenant

Required Ratio


Actual RatioInterest Coverage Ratio(1)


3.50:1.00 (minimum
)


3.95:1.00Total Leverage Ratio(2)


3.75:1.00 (maximum
)


3.42:1.00Senior Secured Leverage Ratio(3)


2.50:1.00 (maximum
)


1.56:1.00Working Capital Ratio(4)


1.75:1.00 (minimum
)


2.71:1.00     (1)
    
    Ratio of Consolidated EBITDA for the trailing four quarters to
    interest expense for such period.(2)
    
    Total outstanding debt to Consolidated EBITDA for the trailing
    four quarters.(3)
    
    Total outstanding senior secured debt to Consolidated EBITDA for
    the trailing four quarters.(4)
    
    Ratio of net trade accounts receivable plus inventory to the sum
    of loans and letters of credit outstanding under the new credit
    agreement plus certain additional secured debt.    2006Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing
    operations before income taxes

$
6,314



7,733



(6,287
)


(25,253
)


(17,493
)Interest expense


6,067



6,120



7,906



6,551



26,644Depreciation and amortization


9,702



9,617



12,685



9,447



41,451LIFO charge (benefit)


462



461



1,590



117



2,630Closed store lease costs


902



1,327



4,455



2,675



9,359Goodwill impairment














26,419



26,419Asset impairments


1,547



3,247



2,522



4,127



11,443Losses (gains) on sale of real
    estate


33



(1,225
)


25



37



(1,130
)Share-based compensation(a)


(187
)


634



233



486



1,166Subsequent cash payments on
    non-cash charges


(808
)


(656
)


(1,862
)


(686
)


(4,012
)Special Charges










6,253







6,253Total Consolidated EBITDA

$
24,032



27,258



27,520



23,920



102,730   28




---



##### Table of Contents



2005Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings from continuing
    operations before income taxes

$
11,361



16,041



18,100



21,364



66,866Interest expense


4,187



6,578



7,919



6,048



24,732Depreciation and amortization


8,374



10,614



14,357



10,376



43,721LIFO charge (benefit)


577



828



(229
)


(452
)


724Closed store lease costs


178







216



(191
)


203Asset impairments


458



2,089



1,772



851



5,170Gains on sale of real estate






(541
)


(556
)


(2,600
)


(3,697
)Share-based compensation(a)


680



536



488



14



1,718Subsequent cash payments on
    non-cash charges


(1,375
)


(652
)


(752
)


(2,690
)


(5,469
)Special charges






(1,296
)










(1,296
)Total Consolidated EBITDA

$
24,440



34,197



41,315



32,720



132,672   2004Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing
    operations before income taxes

$
7,757



(25,639
)


22,620



14,461



19,199Interest expense


6,706



6,677



8,429



5,369



27,181Depreciation and amortization


10,156



9,800



11,615



8,670



40,241LIFO charge (benefit)


392



783



1,043



1,307



3,525Closed store lease costs


(129
)


1,146



643



3,211



4,871Asset impairments














853



853Gains on sale of real estate


(82
)


(14
)


(3,317
)


(2,173
)


(5,586
)Share-based compensation(a)


392



142



154



157



845Subsequent cash payments on
    non-cash charges


(565
)


(625
)


(1,633
)


(693
)


(3,516
)Extinguishment of debt














7,204



7,204Special charges






36,494







(1,715
)


34,779Total Consolidated EBITDA

$
24,627



28,764



39,554



36,651



129,596     (a)
    
    The calculation of EBITDA has been revised for all periods
    presented to include an adjustment for non-cash share-based
    compensation.    Convertible
    Subordinated Debt
   29




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##### Table of Contents



Redemption
    of Senior Subordinated Notes
    Debt
    Obligations Generally
    Fixed Rate


Variable RateFair Value


Amount


Rate


Fair Value


Amount


Rate(In thousands)2007





$
633



6.3
%










2008






549



6.0
%










2009






595



6.0
%










2010






628



6.0
%





$
160,000



7.9
%2011






670



6.0
%










Thereafter






151,543



3.5
%










$
140,461


$
154,618






$
160,000


$
160,000   Derivative
    Instruments
   30




---



##### Table of Contents



December 30,
    2006


December 31,
    2005(In thousands, except percentages)Notional amount (pay fixed/receive
    variable)

$
90,000



185,000Fair value asset


756



860Average receive rate for effective
    swaps


5.4
%


4.4
%Average pay rate for effective
    swaps


4.4
%


4.2
%         Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
     31




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##### Table of Contents



Customer
    Exposure and Credit Risk
  Allowance for Doubtful Accounts 
    Methodology.
  Lease Commitments. sub-lessees sub-lessees
  Guarantees of Debt and Lease Obligations of
    Others.
 32




---



##### Table of Contents



Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
    Goodwill
  Goodwill
    and Other Intangible Assets and/or
  Income
    Taxes
     33




---



##### Table of Contents



Reserves
    for Self Insurance
    Vendor
    Allowances and Credits
    Share-based
    Compensation
  Share-Based Payment  Revised 2004,
 34




---



##### Table of Contents



New
    Accounting Standards
  Share-Based Payment- Revised 2004,
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Fair Value
    Measurements
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
 35




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Summary of Financial InstrumentsDecember 30,2006Fair





Aggregate Payments by Fiscal YearValue


Total


2007


2008


2009


2010


2011


Thereafter(In millions, except rates)Debt with variable interest rate:Principal payable

$
160.0



160.0















160.0







Average variable rate payable






7.9
%














7.9
%Debt with fixed interest rates:
    Principal payable

$
140.5



154.6



0.6



0.6



0.6



0.6



0.7



151.5Average fixed rate payable






3.5
%


6.3
%


6.0
%


6.0
%


6.0
%


6.0
%


3.5
%Fixed to variable interest rate
    swaps amount receivable:

$
0.8



0.8



0.8



















Average variable rate payable






4.4
%


4.4
%Average fixed rate payable






5.4
%


5.4
%  36




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
           Internal Control 
    Integrated Framework
    
    37




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated Statements of Income
    (In thousands, except per share amounts)
  Fiscal years ended
    December 30, 2006,December 31, 2005 and January 1, 2005

2006


2005


2004Sales

$
4,631,629



4,555,507



3,897,074Cost of sales


4,229,807



4,124,344



3,474,329Gross profit


401,822



431,163



422,745Other costs and expenses:Selling, general and administrative


319,678



300,837



299,727Gains on sale of real estate


(1,130
)


(3,697
)


(5,586
)Special charges


6,253



(1,296
)


34,779Goodwill impairment


26,419







Extinguishment of debt










7,204Depreciation and amortization


41,451



43,721



40,241Interest expense


26,644



24,732



27,181Total other cost and expenses


419,315



364,297



403,546Earnings (loss) from continuing
    operations before income taxes and cumulative effect of a change
    in accounting principle


(17,493
)


66,866



19,199Income tax expense


5,835



25,670



4,322Earnings (loss) from continuing
    operations before cumulative effect of a change in accounting
    principle


(23,328
)


41,196



14,877Earnings from discontinued
    operations, net of income tax expense of $102, $36 and $36 in
    2006, 2005 and 2004, respectively


160



56



55Cumulative effect of a change in
    accounting principle, net of income tax expense of $119 in 2006


169







Net earnings (loss)

$
(22,999
)


41,252



14,932Basic earnings (loss) per share:Continuing operations before
    cumulative effect of a change in accounting principle

$
(1.74
)


3.19



1.20Discontinued operations, net of
    income tax expense


0.01







Cumulative effect of a change in
    accounting principle, net of income tax expense


0.01







Net earnings (loss) per share

$
(1.72
)


3.19



1.20Diluted earnings (loss) per share:Continuing operations before
    cumulative effect of a change in accounting principle

$
(1.74
)


3.13



1.18Discontinued operations, net of
    income tax expense


0.01







Cumulative effect of a change in
    accounting principle, net of income tax expense


0.01







Net earnings (loss) per share

$
(1.72
)


3.13



1.18    38




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
   Consolidated Balance Sheets
    (In thousands, except per share amounts)
  December 30,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
958



1,257Accounts and notes receivable, net


186,833



195,367Inventories


241,875



289,123Prepaid expenses and other


15,445



16,984Deferred tax assets


11,942



9,476Total current assets


457,053



512,207Notes receivable, net


13,167



16,299Property, plant and equipment:Land


16,924



18,107Buildings and improvements


194,793



193,181Furniture, fixtures and equipment


311,280



311,778Leasehold improvements


65,197



65,451Construction in progress


1,148



1,876Assets under capitalized leases


31,213



40,171620,555



630,564Less accumulated depreciation and
    amortization


(400,750
)


(387,857
)Net property, plant and equipment


219,805



242,707Goodwill


215,174



244,471Customer contracts &
    relationships, net


32,141



35,619Investment in direct financing
    leases


6,143



9,920Deferred tax asset, net






1,667Other assets


10,820



14,534Total assets

$
954,303



1,077,424LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Outstanding checks

$
13,335



10,787Current maturities of long-term
    debt and capitalized lease obligations


3,776



5,022Accounts payable


196,168



217,368Accrued expenses


64,747



83,539Income taxes payable


196



9,143Total current liabilities


278,222



325,859Long-term debt


313,985



370,248Capitalized lease obligations


33,869



37,411Deferred tax liability, net


4,214



Other liabilities


29,633



21,328Commitments and contingencies






Stockholders equity:Preferred stock  no par
    valueAuthorized 500 shares ; none
    issued






Common stock of
    $1.662/3
    par valueAuthorized 50,000 shares,
    issued 13,409 and 13,317 shares, respectively


22,348



22,195Additional paid-in capital


53,697



49,430Restricted stock






(78
)Common stock held in trust


(2,051
)


(1,882
)Deferred compensation obligations


2,051



1,882Accumulated other comprehensive
    income


(4,582
)


(4,912
)Retained earnings


223,416



256,149294,879



322,784Less cost of 21 and 11 shares
    of common stock in treasury, respectively


(499
)


(206
)Total stockholders equity


294,380



322,578Total liabilities and
    stockholders equity

$
954,303



1,077,424    39




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
   Consolidated Statements of Cash Flows
    (In thousands)
  2006


2005


2004Operating activities:Net earnings (loss)

$
(22,999
)


41,252



14,932Adjustments to reconcile net
    earnings (loss) to net cash provided by operating activities:Special charges  non
    cash portion


6,253



(1,296
)


34,779Impairment of retail goodwill


26,419







Discontinued operations


(262
)


(92
)


(91
)Extinguishment of debt










2,530Depreciation and amortization


41,451



43,721



40,241Amortization of deferred financing
    costs


823



821



1,115Amortization of rebatable loans


3,926



2,595



2,392Provision for bad debts


5,600



4,851



4,220Provision for lease reserves


7,042



(1,572
)


2,827Deferred income tax expense


3,417



711



(12,487
)Gain on sale of real estate and
    other


(1,881
)


(4,505
)


(6,001
)LIFO charge


2,630



724



3,525Asset impairments


11,443



5,170



853Share-based compensation


1,166



1,718



845Cumulative effect of a change in
    accounting principle


(288
)






Deferred compensation


(226
)


918



(276
)Other


(1,192
)


2,542



1,832Changes in operating assets and
    liabilities, net of effects of acquisitionsAccounts and notes receivable


5,889



(5,522
)


(11,270
)Inventories


44,619



(31,295
)


19,421Prepaid expenses


3,128



(1,202
)


(388
)Accounts payable


(21,729
)


(1,298
)


13,617Accrued expenses


(10,564
)


6,368



(17,780
)Income taxes payable


(10,536
)


(1,677
)


206Other assets and liabilities


(3,994
)


(1,615
)


6,852Net cash provided by operating
    activities


90,135



61,317



101,894Investing activities:Disposal of property, plant and
    equipment


6,333



16,346



17,136Additions to property, plant and
    equipment


(27,469
)


(24,638
)


(22,327
)Business acquired, net of cash






(226,351
)


Loans to customers


(5,767
)


(3,086
)


(4,364
)Payments from customers on loans


2,165



7,797



2,916Purchase of marketable securities


(233
)


(2,112
)


(2,610
)Sale of marketable securities


921



2,927



1,113Corporate owned life insurance, net


(320
)


(1,707
)


Other


(139
)


144



(144
)Net cash used in investing
    activities


(24,509
)


(230,680
)


(8,280
)Financing activities:Proceeds (payments) of revolving
    debt


(41,600
)


30,600



14,674Dividends paid


(9,611
)


(8,779
)


(6,673
)Proceeds from exercise of stock
    options


680



11,686



5,380Proceeds from employee stock
    purchase plan


502



567



654Proceeds from long-term debt






150,087



175,000Payments of long-term debt


(16,104
)


(10,425
)


(268,047
)Payments of capitalized lease
    obligations


(2,901
)


(2,623
)


(2,515
)Increase (decrease) in outstanding
    checks


2,549



(557
)


(12,006
)Premium paid for early
    extinguishment of debt










(4,674
)Payments of deferred financing costs






(4,965
)


(3,135
)Tax benefit from exercise of stock
    options


68







Other


492







Net cash provided by (used in)
    financing activities


(65,925
)


165,591



(101,342
)Net decrease in cash


(299
)


(3,772
)


(7,728
)Cash at beginning of year


1,257



5,029



12,757Cash at end of year

$
958



1,257



5,029Supplemental disclosure of cash
    flow information:Non cash investing and financing
    activitiesAcquisition of minority interest

$




21



    40




---



##### Table of Contents



NASH
    FINCH COMPANY
   Consolidated Statements of Stockholders Equity
    (In thousands, except per share amounts)
  Accumulated Othercomprehensive income (loss)Pension and


Unrealized


DeferredAdditional





Other Post-


(Loss) Gain on


(Loss)/GainFiscal years ended December 30, 2006

Common Stock


Paid-in


Retained


Retirement


Marketable


on HedgingDecember 31, 2005 and January 1, 2005

Shares


Amount


Capital


Earnings


Benefits


Securities


ActivitiesBalance at January 3, 2004


12,152


$
20,255


$
27,995


$
215,417


$
(4,778
)

$



$
(1,192
)Net earnings














14,932











Other comprehensive incomeDeferred gain on hedging
    activities, net of tax of $758


























1,186Unrealized gains (losses) on
    investments in rabbi trust, net of tax of $56






















87



Minimum pension liability
    adjustment, net of tax benefit of $369


















(565
)






Comprehensive income


























Dividends declared of
    $.54 share














(6,673
)










Treasury stock issued upon exercise
    of options










(167
)














Common stock issued upon exercise
    of options


347



579



4,605















Common stock issued for employee
    stock purchase plan


40



66



587















Common stock issued to a rabbi trust


118



196



(196
)














Tax benefit associated with
    compensation plans










1,714















Amortized compensation under
    restricted stock plan


























Share-based compensation










340















Forfeiture of restricted stock
    issued pursuant to performance awards










(30
)














Balance at January 1, 2005


12,657


$
21,096



34,848



223,676



(5,343
)


87



(6
)Net earnings














41,252











Other comprehensive incomeDeferred gain on hedging
    activities, net of tax of $918


























1,436Unrealized gains (losses) on
    investments in rabbi trust, net of tax benefit of $56






















(87
)


Minimum pension liability
    adjustment, net of tax benefit of $619


















(999
)






Comprehensive income


























Dividends declared of
    $.675 per share














(8,779
)










Common stock issued upon exercise
    of options


633



1,054



10,631















Common stock issued for employee
    purchase plan


22



38



529















Common stock issued to a rabbi trust


4



6



(6
)














Tax benefit associated with
    compensation plans










3,119















Amortized compensation under
    restricted stock plan


























Share-based compensation


1



1



309















Balance at December 31, 2005


13,317



22,195



49,430



256,149



(6,342
)






1,430Net loss














(22,999
)










Other comprehensive incomeDeferred loss on hedging
    activities, net of tax of $619


























(969
)Minimum pension liability
    adjustment, net of tax of $271


















424







Comprehensive loss


























Adjustment to initially apply
    SFAS Statement No. 158, net of tax of $559


















875







Dividends declared of $.72 per
    share














(9,611
)










Share-based compensation


1



1



2,679



(123
)










Common stock issued upon exercise
    of options


35



59



621















Common stock issued for employee
    purchase plan


25



42



460















Common stock issued for performance
    units


27



45



445















Common stock issued to a rabbi trust


4



6



(6
)














Tax benefit associated with
    compensation plans










68















Amortized compensation under
    restricted plan


























Forfeiture of restricted stock


























Balance at December 30, 2006


13,409


$
22,348


$
53,697


$
223,416


$
(5,043
)

$



$
461    41




---



##### Table of Contents



NASH
    FINCH COMPANY
  Consolidated Statements of Stockholders
    Equity  (Continued)
 (In thousands, except per share amounts)
  Deferred


Common stock








TotalFiscal years ended December 31, 2005

Restricted


Compensation


Held in a Trust


Treasury Stock


StockholdersDecember 31, 2005 and January 1, 2005

Stock


Obligation


Shares


Amount


Shares


Amount


EquityBalance at January 3, 2004

$
(475
)

$







$




(35
)

$
(765
)

$
256,457Net earnings


























14,932Other comprehensive incomeDeferred gain on hedging
    activities, net of tax of $758


























1,186Unrealized gains (losses) on
    investments in rabbi trust, net of tax of $56


























87Minimum pension liability
    adjustment, net of tax benefit of $369


























(565
)Comprehensive income


























15,640Dividend declared of $.54 share


























(6,673
)Treasury stock issued upon exercise
    of options


















17



362



195Common stock issued upon exercise
    of options


























5,184Common stock issued for employee
    stock purchase plan


























653Common stock issued to a rabbi trust






1,652



(118
)


(1,652
)










Tax benefit associated with
    compensation plans


























1,714Amortized compensation under
    restricted stock plan


251























251Share-based compensation


















8



207



547Forfeiture of restricted stock
    issued pursuant to performance awards


















(1
)


(10
)


(40
)Balance at January 1, 2005


(224
)


1,652



(118
)


(1,652
)


(11
)


(206
)


273,928Net earnings


























41,252Other comprehensive incomeDeferred loss on hedging
    activities, net of tax of $918


























1,436Unrealized gains (losses) on
    investments in rabbi trust, net of tax benefit of $56


























(87
)Minimum pension liability
    adjustment, net of tax benefit of $619


























(999
)Comprehensive income


























41,602Dividend declared of $.675 per
    share


























(8,779
)Common stock issued upon exercise
    of options


























11,685Common stock issued for employee
    purchase plan


























567Common stock issued to a rabbi trust






230



(6
)


(230
)










Tax benefit associated with
    compensation plans


























3,119Amortized compensation under
    restricted stock plan


146























146Share-based compensation


























310Balance at December 31, 2005


(78
)


1,882



(124
)


(1,882
)


(11
)


(206
)


322,578Net loss


























(22,999
)Other comprehensive incomeDeferred gain on hedging
    activities, net of tax of $619


























(969
)Minimum pension liability
    adjustment, net of tax of $271


























424Comprehensive loss


























(23,544
)Adjustment to initially apply
    SFAS Statement No. 158, net of tax of $559


























875Dividend declared of $.72 per
    share


























(9,611
)Share-based compensation


























2,557Common stock issued upon exercise
    of options


























680Common stock issued for employee
    purchase plan


























502Common stock issued for performance
    units


























490Common stock issued to a rabbi trust






169



(7
)


(169
)










Tax benefit associated with
    compensation plans


























68Amortized compensation under
    restricted plan


78























78Forfeiture of restricted stock


















(10
)


(293
)


(293
)Balance at December 30, 2006

$



$
2,051



(131
)

$
(2,051
)


(21
)

$
(499
)

$
294,380    42




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)  Summary
    of Significant Accounting Policies
  Fiscal
    Year
    Principles
    of Consolidation
    Reclassifications
    Cash
    and Cash Equivalents
    Revenue
    Recognition
    Cost
    of sales
    Vendor
    Allowances and Credits
    Inventories
  last-in,
 43




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  first-in,
  Capitalization,
    Depreciation and Amortization
    10-40 years 3-10 years
  Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Discontinued
    Operations
    Reserves
    for Self Insurance
   44




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    and Intangible Assets
  Goodwill and Other
    Intangible Assets
      FoodDistribution


Military


Retail


TotalGoodwill as of January 1, 2005

$
23,158



25,754



98,523



147,435Acquisition of food distribution
    centers


98,566











98,566Sale of retail stores










(1,530
)


(1,530
)Goodwill as of December 31,
    2005


121,724



25,754



96,993



244,471Resolution of estimates related to
    2005 acquisition


139











139Sale or closure of retail stores










(3,017
)


(3,017
)Retail goodwill impairment










(26,419
)


(26,419
)Goodwill as of December 30,
    2006

$
121,863



25,754



67,557



215,174  45




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 30, 2006Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts &
    relationships

$
43,082



(10,941
)


32,141



5-20   December 31, 2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts &
    relationships

$
42,696



(7,077
)


35,619



1-20     December 30, 2006Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Trade names

$












n/aFranchise agreements


2,694



(1,068
)


1,626



17-25Non-compete agreements


1,034



(811
)


223



5-10   December 31, 2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Trade names

$
3,300



(1,188
)


2,112



25Franchise agreements


2,694



(960
)


1,734



5-25Non-compete agreements


1,809



(1,212
)


597



3-10     Income
    Taxes
     46




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financial
    Instruments
  Accounting for Derivative
    Instruments and Hedging Activities,
    Share-based
    compensation
  Share-Based Payment  Revised 2004, Accounting for Stock Issued to
    Employees, Accounting for Stock-Based
    Compensation.
  Comprehensive
    Income
  Reporting Comprehensive
    Income.
  Use of
    Estimates
   47




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   New
    Accounting Standards
  Share-Based Payment- Revised 2004,
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Fair Value
    Measurements
    Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  (2)  Vendor
    Allowances and Credits
   48




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
    (3)  Business
    Acquisitions
   49




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Total current assets

$
77,237Notes receivable, net


1,134Net property, plant and equipment


58,950Customer contracts and
    relationships


34,600Goodwill


98,705Liabilities


(44,911
)Total purchase price allocation

$
225,715   Pro
    forma financial information
      Fifty-Two Weeks Ended2005


2004(In thousands, except per share data)Total revenues

$
4,760,402



4,853,387Net income


43,155



20,451Basic net income per share


3.33



1.64Diluted net income per share


3.27



1.62   (4)  Special
    Charges
  2004
    Special Charge
  AVANZA
 50




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   AVANZA held-for-sale.
      Write-


Write-Down of


Down of








OtherTangible


Intangible


Lease





ExitAssets


Assets


Commitments


Severance


Costs


Total(In thousands)Initial accrual

$
20,596



1,072



14,129



109



588



36,494Change in estimates


889







(2,493
)


(23
)






(1,627
)Used in 2004


(21,485
)


(1,072
)


(2,162
)


(86
)


(361
)


(25,166
)Balance January 1, 2005










9,474







227



9,701Change in estimates


(1,531
)






235











(1,296
)Used in 2005


1,531







(2,026
)






(55
)


(550
)Balance December 31, 2005










7,683







172



7,855Change in estimates


5,516







737











6,253Used in 2006


(5,516
)






(2,087
)






(76
)


(7,679
)Balance December 30, 2006

$








6,333







96



6,429   1997
    and 1998 Special Charges
    (5)  Long-Lived
    Asset Impairment Charges
   51




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (6)  Accounts
    and Notes Receivable
    2006


2005(In thousands)Customer notes receivable, current

$
20,927



4,987Customer accounts receivable


168,525



169,006Other receivables


23,023



28,027Allowance for doubtful accounts


(25,642
)


(6,653
)Net current accounts and notes
    receivable

$
186,833



195,367Long-term customer notes receivable

$
13,486



30,164Other non-current receivables






Allowance for doubtful accounts


(319
)


(13,865
)Net long-term notes receivable

$
13,167



16,299       (7)  Long-term
    Debt and Bank Credit Facilities
    2006


2005(In thousands)Revolving credit

$




40,600Term loan


160,000



175,000Convertible subordinated debt,
    3.50% due in 2035


150,087



150,087Industrial development bonds,
    5.60% to 5.75% due in various installments through 2014


3,790



5,110Notes payable and mortgage notes,
    7.95% to 8.00% due in various installments through 2013


741



1,525314,618



372,322Less current maturities


(633
)


(2,074
)$
313,985



370,248   Senior
    Secured Bank Credit Facility
   52




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Senior
    Subordinated Convertible Debt
                   53




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Senior
    Subordinated Notes
    Industrial
    Development Bonds
      2007

$
6332008


5492009


5952010


160,6282011


670Thereafter


151,543Total

$
314,618     (8)  Derivative
    Instruments
   54




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Interest
    Rate Swap Agreements
    December 30,


December 31,2006


2005(In thousands, except percentages)Notional amount (pay fixed/receive
    variable)

$
90,000



185,000Fair value asset


756



860Average receive rate for effective
    swaps


5.4
%


4.4
%Average pay rate for effective
    swaps


4.4
%


4.2
%     Commodity
    Swap Agreements
      (9)  Income
    Taxes
    2006


2005


2004(In thousands)Income tax expense from continuing
    operations

$
5,835



25,670



4,322Tax effect of discontinued
    operations


102



36



36Tax effect of change in accounting
    principle


119







Total income tax expense

$
6,056



25,706



4,358  55




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004(In thousands)Current:Federal

$
2,770



22,807



11,800State


85



2,541



1,355Tax credits


(226
)


(158
)


(212
)Deferred:Federal


2,963



432



(7,737
)State


243



48



(884
)Total

$
5,835



25,670



4,322     2006


2005


2004Federal statutory tax rate


(35.0
)%


35.0
%


35.0
%State taxes, net of federal income
    tax benefit


2.5



4.1



3.9Non-deductible goodwill


54.8



0.8



Change in tax contingencies


9.7



(1.6
)


(17.2
)Other net


1.4



0.1



.8Effective tax rate


33.4
%


38.4
%


22.5
%        56




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 30,


December 31,2006


2005(In thousands)Deferred tax assets:Compensation related accruals

$
8,185



7,431Reserve for bad debts


9,450



7,262Reserve for store shutdown and
    special charges


2,955



4,241Workers compensation accruals


4,104



4,181Pension accruals


3,809



4,131Reserve for future rents


5,878



2,979Other


2,927



4,157Total deferred tax assets


37,308



34,382Deferred tax liabilities:Property, plant and equipment


1,363



2,951Intangible assets


8,866



4,963Inventories


11,689



9,566Convertible debt interest


4,988



2,096Other


2,674



3,663Total deferred tax liabilities


29,580



23,239Net deferred tax asset

$
7,728



11,143   (10)  Share-based
    Compensation Plans
  Share-Based Payment  Revised 2004, Accounting for Stock Issued to
    Employees, Accounting for Stock-Based
    Compensation.
   57




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             58




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Assumptions

2004Weighted average risk-free
    interest rate


3.40
%Expected dividend yield


1.56
%Expected option lives


2.5 yearsExpected volatility


67
%  59




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted Average








WeightedNumber


Remaining


Weighted


Number of


AverageRange of

of Options


Contractual Life


Average


Options


ExerciseExercise Prices

Outstanding


(In years)


Exercise Price


Exercisable


Price$5.68


0.2



1.14


$
5.68






$
n/a17.35  17.95


31.0



1.51



17.64



24.4



17.7224.55  35.36


93.6



1.68



29.71



72.6



30.56124.8



1.64



26.68



97.0



27.33       2006-2008,
   60




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal Years EndedDecember 30,


December 31,


January 1,2006


2005


2005(In thousands, except per share amounts)Net earnings (loss), as reported

$
(22,999
)


41,252



14,932Add employee share-based
    compensation included in net earnings:Performance units


628



1,572



594Restricted stock


(255
)


146



251Stock options and employee stock
    purchase plan


793







Total


1,166



1,718



845Tax benefit


(455
)


(670
)


(330
)Employee share-based compensation
    included in net earnings, net of tax


711



1,048



515Deduct fair value share-based
    employee compensation:Performance units


(628
)


(1,572
)


(594
)Restricted stock


255



(146
)


(251
)Stock options and employee stock
    purchase plan


(793
)


(851
)


(1,827
)Total


(1,166
)


(2,569
)


(2,672
)Tax benefit


455



1,002



1,042Fair value share-based employee
    compensation included in net earnings, net of tax


(711
)


(1,567
)


(1,630
)Net earnings (loss), as adjusted

$
(22,999
)


40,733



13,817Net earnings (loss) per share:Basic  as reported

$
(1.72
)


3.19



1.20pro forma

$
(1.72
)


3.15



1.11Diluted  as reported

$
(1.72
)


3.13



1.18pro forma

$
(1.72
)


3.10



1.09  61




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted








AverageAverage





Restricted


RemainingStock


Option





Stock Awards/


Restriction/Option


Price Per


Intrinsic


Performance


Vesting PeriodShares


Share


Value


Units


(in years)(In thousands, except per share amounts)Outstanding at December 31,
    2005


286.1


$
23.98







272.9



0.6Granted














594.7



3.1Exercised/restrictions lapsed


(35.5
)


19.19







(38.1
)


Forfeited/cancelled


(125.8
)


23.14







(210.6
)


Outstanding at December 30,
    2006


124.8



26.68


$
377.5



618.9



2.1Shares expected to vest


108.4


$
27.23







564.3



1.9Exercisable/unrestricted at
    December 31, 2005


143.6


$
25.23







175.7Exercisable/unrestricted at
    December 30, 2006


97.0


$
27.33


$
269.5



171.2       Weighted


RestrictedAverage


Stock Awards/Fair


Performance


WeightedStock


Value at


Units


Average FairOption


Date of


(excluding


Value at DateShares


Grant


LTIP)


of Grant(In thousands, except per share amounts)Non-vested at December 31,
    2005


142.5


$
8.62



29.7



29.30Granted










340.9



23.57Vested/ restrictions lapsed


(54.9
)


8.52



(42.4
)


26.50Forfeited/cancelled


(59.8
)


8.15



(18.8
)


29.75Non-vested at December 30,
    2006


27.8



9.83



309.4



23.34      62




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (11)  Earnings
    per Share
    2006


2005


2004In thousands, except per share amounts)Numerator:Earnings (loss) from continuing
    operations

$
(23,328
)


41,196



14,877Denominator:Denominator for basic earnings per
    share (weighted-average shares)


13,382



12,942



12,450Effect of dilutive options and
    awards






243



207Denominator for diluted earnings
    per share (adjusted weighted-average shares)


13,382



13,185



12,657Basic earnings (loss) per share
    from continuing operations

$
(1.74
)


3.19



1.20Diluted earnings (loss) per share
    from continuing operations

$
(1.74
)


3.13



1.18Weighted average anti-dilutive
    options excluded from calculation


205



81



316       Earnings per Share.
 63




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (12)  Leases
    2006


2005(In thousands)Buildings and improvements

$
31,213



40,171Less accumulated amortization


(22,816
)


(20,945
)Net assets under capitalized leases

$
8,397



19,226     Operating


CapitalLeases


Leases(In thousands)2006

$
23,932



7,1542007


21,471



7,1502008


20,086



7,0202009


17,147



6,6982010


13,583



5,075Thereafter


37,825



29,268Total minimum lease payments

$
134,044



62,365Less imputed interest (rates
    ranging from 8.3% to 24.6%)






25,353Present value of net minimum lease
    payments






37,012Less current maturities






(3,143
)Capitalized lease obligations





$
33,869     2006


2005


2004(In thousands)Total rentals

$
43,612



44,837



42,742Less: real estate taxes, insurance
    and other occupancy costs


(2,906
)


(3,548
)


(4,284
)Minimum rentals


40,706



41,289



38,458Contingent rentals


(18
)


(141
)


(159
)Sublease rentals


(10,789
)


(9,990
)


(8,596
)$
29,899



31,158



29,703    64




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (13)  Concentration
    of Credit Risk
  and/or Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others,
    (14)  Fair
    Value of Financial Instruments
        (15)  Commitments
    and Contingencies
   65




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (16)  Long-Term
    Compensation Plans
        No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested. available-for-sale
 66




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (17)  Pension
    and Other Post-retirement Benefits
      Adoption
    of SFAS 158
     67




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At December 30, 2006Prior to


Effect of


As ReportedAdopting


Adopting


at December 31,SFAS 158


Statement 158


2006(In thousands)PensionPrepaid benefit cost

$
4,227



(4,227
)


Current liabilities


(9,701
)


9,701



Non-current liabilities






(5,474
)


(5,474
)Deferred income taxes


3,783







3,783Accumulated other comprehensive
    income


5,918







5,918Other post-retirement benefitsPrepaid benefit cost










Current liabilities


(2,598
)


2,405



(193
)Non-current liabilities






(971
)


(971
)Deferred income taxes






(559
)


(559
)Accumulated other comprehensive
    income






(875
)


(875
)     Other Post-RetirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$
(17
)


(1,422
)


(1,439
)Unrecognized actuarial losses
    (gains)


9,718



(12
)


9,706Unrecognized net periodic benefit
    cost


9,701



(1,434
)


8,267Less deferred taxes


(3,783
)


559



(3,224
)Total

$
5,918



(875
)


5,043     Other Post-RetirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$
(32
)


(173
)


(205
)Unrecognized actuarial losses


10,429



233



10,662Unrecognized net periodic benefit
    cost

$
10,397



60



10,457  68




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other Post-RetirementPension


Benefits(In thousands)Unrecognized prior service costs
    (credits)

$
(15
)


(645
)Unrecognized actuarial losses
    (gains)


(234
)


Total

$
(249
)


(645
)   Funded
    Status
    Pension Benefits


Other Post-Retirement Benefits2006


2005


2006


2005(In thousands)Funded StatusProjected benefit obligationBeginning of year

$
(41,630
)


(39,931
)


(3,560
)


(5,078
)Service cost














Interest cost


(2,267
)


(2,309
)


(70
)


(196
)Participant contributions










(716
)


(1,311
)Plan amendments










1,843



Actuarial (loss) gain


282



(2,183
)


248



1,442Benefits paid


3,264



2,793



1,091



1,583End of year


(40,351
)


(41,630
)


(1,164
)


(3,560
)Fair value of plan assetsBeginning of year


33,233



33,528







Actual return on plan assets


2,469



2,498







Employer contributions


2,439







375



272Participant contributions










716



1,311Benefits paid


(3,264
)


(2,793
)


(1,091
)


(1,583
)End of year


34,877



33,233







Funded status

$
(5,474
)


(8,397
)


(1,164
)


(3,560
)Accumulated benefit obligation

$
(40,351
)


(41,630
)


(1,164
)


(3,560
)  69




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension Benefits


Other Benefits2006


2005


2006


2005(post


(pre


(post


(preSFAS


SFAS


SFAS


SFAS158)


158)


158)


158)(In thousands)Prepaid benefit cost

$




2,000







Current liabilities






(10,397
)


(193
)


(3,500
)Non-current liabilities


(5,474
)






(971
)


Deferred taxes


3,783



4,055



(559
)


Accumulated other comprehensive
    income


5,918



6,342



(875
)


Net amount recognized

$
4,227



2,000



(2,598
)


(3,500
)   Components
    of net periodic benefit cost (income)
    Pension Benefits


Other Benefits2006


2005


2004


2006


2005


2004(In thousands)Service cost

$








2











4Interest cost


2,267



2,309



2,376



70



196



293Expected return on plan assets


(2,347
)


(2,111
)


(2,156
)










Amortization of prior service cost


(15
)


(15
)


(15
)


(593
)


(30
)


(30
)Recognized actuarial loss (gain)


307



198



163



(4
)






69Net periodic benefit cost (gain)

$
212



381



370



(527
)


166



336   Assumptions
    Pension Benefits


Other Benefits2006


2005


2006


2005Discount rate


6.00
%


5.50
%


6.00
%


5.50
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension Benefits


Other Benefits2006


2005


2006


2005Discount rate


5.50
%


6.00
%


5.50
%


6.00
%Expected return on plan assets


7.50
%


7.50
%


N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A  70




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 30,


December 31,2006


2005Current year trend rate


9.00
%


9.00
%Ultimate year trend rate


5.00
%


5.00
%Year of ultimate trend rate


2011



2010     1%


1%Increase


DecreaseEffect on total of service and
    interest cost components

$
1



(1
)Effect on post-retirement benefit
    obligation


17



(17
)   No. 106-2, Accounting and Disclosure Requirements Related to the
    Medicare Prescription Drug, Improvement and Modernization Act of
    2003. 106-2 106-2
  Pension
    Plan Investment Policy, Strategy and Assets
    December 30,


December 31,2006


2005Equity securities


31
%


30
%Debt securities


11
%


11
%Guaranteed Investment Contract


50
%


59
%Cash


8
%


  71




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Estimated
    Future Benefits Payments
    Pension


OtherYear

Benefits


Benefits2007

$
2,850



1982008


2,843



1502009


2,753



1282010


2,647



932011


2,504



952012 and later


13,359



343$
26,956



1,007   Expected
    Long-Term Rate of Return
    Employer
    Contributions
  Pension
    Plan
    Multi-Employer
    Plans
    (18)  Segment
    Information
       72




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Major
    Segments of the Business
 Year End December 30, 2006
 (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,787,669



1,195,041



648,919



4,631,629Inter-segment revenue


332,067











332,067Interest revenue


(53
)










(53
)Interest expense (incl. capital
    lease interest)


(51
)






2,840



2,789Depreciation expense


10,966



1,876



6,915



19,757Segment profit


75,790



40,526



20,813



137,129Assets


412,062



143,214



98,821



654,097Expenditures for long-lived assets


9,097



4,091



3,034



16,222   Major
    Segments of the Business
 Year End December 31, 2005
 (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,669,271



1,157,186



729,050



4,555,507Inter-segment revenue


376,740











376,740Interest revenue


(530
)










(530
)Interest expense (incl. capital
    lease interest)


(530
)






3,159



2,629Depreciation expense


10,553



1,761



8,687



21,001Segment profit


86,335



39,265



26,612



152,212Assets


433,170



142,252



112,318



687,740Expenditures for long-lived assets


9,036



2,555



2,362



13,953  73




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Major
    Segments of the Business
 Year End January 1, 2005
 (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
1,961,179



1,122,056



813,839



3,897,074Inter-segment revenue


411,515











411,515Interest revenue


(392
)






(315
)


(707
)Interest expense (incl. capital
    lease interest)


(384
)






3,213



2,829Depreciation expense


8,666



1,670



11,017



21,353Segment profit


78,050



36,266



28,108



142,424Assets


361,072



143,231



119,491



623,794Expenditures for long-lived assets


7,858



2,689



4,666



15,213   Reconciliation
    (In thousands)
  2006


2005


2004RevenuesTotal external revenue for segments

$
4,631,629



4,555,507



3,897,074Inter-segment revenue from
    reportable segments


332,067



376,740



411,515Elimination of intersegment
    revenues


(332,067
)


(376,740
)


(411,515
)Total consolidated revenues

$
4,631,629



4,555,507



3,897,074Profit or LossTotal profit for segments

$
137,129



152,212



142,424Unallocated amounts:Adjustment of inventory to LIFO


(2,630
)


(724
)


(3,525
)Unallocated corporate overhead


(119,320
)


(85,918
)


(84,921
)Goodwill impairment


(26,419
)






Special charge


(6,253
)


1,296



(34,779
)Income from continuing operations
    before income taxes

$
(17,493
)


66,866



19,199AssetsTotal assets for segments

$
654,097



687,740



623,794Unallocated corporate assets


352,064



440,005



240,673Adjustment of inventory to LIFO


(51,278
)


(48,648
)


(47,924
)Elimination of intercompany
    receivables


(580
)


(1,673
)


(915
)Total consolidated assets

$
954,303



1,077,424



815,628  74




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Significant Items-2006 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
19,757



21,694



41,451Interest expense


2,789



23,855



26,644Expenditures for long-lived assets


16,222



11,247



27,469   Other
    Significant Items-2005 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
21,001



22,720



43,721Interest expense


2,629



22,103



24,732Expenditures for long-lived assets


13,953



10,685



24,638   Other
    Significant Items-2004 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
21,353



18,888



40,241Interest expense


2,829



24,352



27,181Expenditures for long-lived assets


15,213



7,114



22,327     (19)  Subsequent
    Event Update
  Form 10-Q
 75




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Quarterly
    Financial Information (Unaudited)
 (In
    thousands, except per share amounts and percent to
    sales)
  First Quarter


Second Quarter


Third Quarter


Fourth Quarter12 Weeks


12 Weeks


16 Weeks


12 WeeksA summary of quarterly financial information is Presented

2006


2005


2006


2005


2006


2005


2006


2005Sales

$
1,034,759



882,238



1,070,764



1,085,252



1,426,967



1,464,781



1,099,139



1,123,236Cost of sales


942,340



790,806



974,249



981,938



1,307,171



1,332,836



1,006,047



1,018,764Gross Profit


92,419



91,432



96,515



103,314



119,796



131,945



93,092



104,472Earnings (loss) from continuing
    operations before income taxes and cumulative effect of a change
    in accounting principle


6,314



11,361



7,733



16,041



(6,287
)


18,100



(25,253
)


21,364Income tax expense (benefit)


2,627



4,386



3,603



6,301



(1,670
)


7,059



1,275



7,924Earnings (loss) from continuing
    operations before cumulative effect of a change in accounting
    principle


3,687



6,975



4,130



9,740



(4,617
)


11,041



(26,528
)


13,440Earnings from discontinued
    operations, net of income tax expense


























160



56Cumulative effect of a change in
    accounting principle, net of income tax expense


169



























Net earnings (loss)

$
3,856



6,975



4,130



9,740



(4,617
)


11,041



(26,368
)


13,496Percent to sales


0.37
%


0.79
%


0.39
%


0.90
%


(0.75
)%


0.75
%


(2.40
)%


1.20
%Basic earnings (loss) per share:Continuing operations before
    cumulative effect of a change in accounting principle

$
0.28



0.55



0.31



0.76



(0.34
)


0.85



(1.97
)


1.02Discontinued operations, net of
    income tax expense


























0.01



Cumulative effect of a change in
    accounting principle, net of income tax expense


0.01



























Net earnings (loss)

$
0.29



0.55



0.31



0.76



(0.34
)


0.85



(1.96
)


1.02Diluted earnings (loss) per share:Continuing operations before
    cumulative effect of a change in accounting principle

$
0.28



0.54



0.31



0.75



(0.34
)


0.83



(1.97
)


1.01Discontinued operations, net of
    income tax expense


























0.01



Cumulative effect of a change in
    accounting principle, net of income tax expense


0.01



























Net earnings (loss)

$
0.29



0.54



0.31



0.75



(0.34
)


0.83



(1.96
)


1.01       1.
    
    Net reversal of special charges of $1.3 million in the
    second quarter of 2005 for the Denver AVANZAstores no
    longer classified as
    held-for-sale
    and the change in estimate for other property closure costs.2.
    
    Bridge loan fee of $0.8 million in the second quarter of
    2005 related to acquisition financing.3.
    
    Charge of $5.5 million in the second quarter of 2006
    related to bankruptcy of a long-time customer.4.
    
    Net increase in special charges of $6.3 million in the
    third quarter of 2006 to change estimates of 2004 special charge
    for store dispositions based on updated assumptions and current
    market conditions. 76




---



##### Table of Contents



5.
    
    Charges of $5.0 million in the third quarter and
    $2.1 million in the fourth quarter of 2006 to increase
    reserves for leases and receivables for customers experiencing
    deteriorating financial condition in their operations.6.
    
    Charges of $4.2 million in the third quarter of 2006 for
    severance costs due to senior management changes.7.
    
    Charge of $2.0 million in the third quarter of 2006 for the
    impairment of trade name deemed to be of no future value.8.
    
    Goodwill impairment of $26.4 million in the fourth quarter
    of 2006 for retail goodwill.9.
    
    Credit facility amendment fee of $0.5 million in the fourth
    quarter of 2006.10.
    
    A Charge of $2.0 million to standardize vacation policies
    at various locations and ensure our vacation policy was
    competitive in the marketplace in 2006.11.
    
    Asset impairments and lease costs associated with closed retail
    stores of $1.3 million, $0.2 million,
    $0.6 million and $5.4 million in the first, second
    third and fourth quarters, respectively, of 2006 and
    $1.2 million and $0.2 million in the second and third
    quarters, respectively, of 2005.12.
    
    Inventory markdown and wind down costs related to retail store
    closings of $0.7 million, $0.2 million,
    $0.3 million and $1.1 million in the first, second,
    third and fourth quarters, respectively, of 2006 and
    $0.1 million, $0.3 million, $0.4 million and
    $0.2 million in the first, second, third and fourth
    quarters, respectively, of 2005. 77




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e))
  Management
    Report On Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.    Form 10-K
   78




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated
    Framework
            
    79




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT  Equity
    Compensation Plan Information
    Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities to





Remaining Available forbe Issued Upon


Weighted-Average


Future Issuance Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


612,854
(1)

$
26.68
(2)


1,008,868
(3)Equity compensation plans not
    approved by security holders


5,356







34,245
(4)Total


618,210


$
26.68



1,043,113     (1)
    
    Includes stock options and performance units awarded under the
    2000 Stock Incentive Plan (2000 Plan), stock options
    awarded under the 1995 Director Stock Option Plan
    (1995 Director Plan), and share units acquired
    by directors under the 1997 Non-Employee Director Stock
    Compensation Plan (1997 Director Plan) net of
    120,937 outstanding shares held by a benefits protection trust
    with respect to such share units.(2)
    
    Each share unit acquired through the deferral of director
    compensation under the 1997 Director Plan and each
    performance unit granted under the 2000 Plan is payable in one
    share of Nash Finch common stock following the
    participants termination of service as an officer or
    director. As they have no exercise price, 80




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##### Table of Contents



the Share units and performance units outstanding at
    December 31, 2005 are not included in the calculation of
    the weighted average exercise price.  (3)
    
    The following numbers of shares remained available for issuance
    under each of our equity compensation plans at December 31,
    2006. Grants under each plan may be in the form of any of the
    types of awards noted:  Plan

Number of Shares


Type of Award2000 Plan


924,864


Stock options, restricted stock,
    stock appreciation rights, performance units, and stock bonuses.
    (709,840 of the available shares under the 2000 Plan must be
    issued in the form of performance units)1997 Director Plan


39,283


Share unitsEmployee Stock Purchase Plan


44,721


Stock options (IRC §423 plan)   (4)
    
    Shares remaining available for issuance under the Director
    Deferred Compensation Plan. Each share unit acquired through the
    deferral of director compensation under the Director Deferred
    Compensation Plan is payable in one share of Nash Finch common
    stock following the individuals termination of service as
    a director.  Description
    of Plans Not Approved by Shareholders
  Director Deferred Compensation Plan.
  Security
    Ownership of Certain Beneficial Owners and Management
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE   ITEM 14.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES   81




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  1.
    Financial
    Statements.                2.
    Financial
    Statement Schedules.      Other Schedules.
  3.
    Exhibits.  ExhibitNo.

Description2
.1

Asset Purchase Agreement between
    Roundys, Inc. and Nash-Finch Company, dated as of
    February 24, 2005 (incorporated by reference to
    Exhibit 2.1 to our current report on
    Form 8-K
    filed February 28, 2005 (File No. 0-785)).3
.1

Restated Certificate of
    Incorporation of the Company, effective May 16, 1985
    (incorporated by reference to Exhibit 3.1 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 28, 1985 (File No.
    0-785)).3
.2

Certificate of Amendment to
    Restated Certificate of Incorporation of the Company, effective
    May 15, 1987 (incorporated by reference to Exhibit 4.5
    to our Registration Statement on
    Form S-3
    (filed June 8, 1987  (File No.
    33-14871)).3
.3

Certificate of Amendment to
    Restated Certificate of Incorporation of the Company, effective
    May 16, 2002 (incorporated by reference to Exhibit 3.1
    to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File No. 0-785)).3
.4

Nash-Finch Company Bylaws (as
    amended November 9, 2005) (incorporated by reference to
    Exhibit 3.1 to our current report on
    Form 8-K
    filed November 14, 2005 (File No. 0-785)).4
.1

Stockholder Rights Agreement,
    dated February 13, 1996, between the Company and Wells
    Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota,
    National Association) (incorporated by reference to
    Exhibit 4 to our current report on
    Form 8-K
    dated February 13, 1996 (File No. 0-785)).4
.2

Amendment to Stockholder Rights
    Agreement dated as of October 30, 2001 (incorporated by
    reference to Exhibit 4.2 to Amendment No. 1 to our
    Registration Statement on
    Form 8-A
    (filed July 26, 2002) (File No. 0-785)). 82




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##### Table of Contents



ExhibitNo.

Description4
.3

Indenture dated as of
    March 15, 2005 between Nash-Finch Company and Wells Fargo
    Bank, National Association, as Trustee (including form of Senior
    Subordinated Convertible Notes due 2035) (incorporated by
    reference to Exhibit 10.1 to our current report on
    Form 8-K
    filed March 9, 2005 (File No. 0-785)).4
.4

Registration Rights Agreement
    dated as of March 15, 2005 between Nash-Finch Company and
    Deutsche Bank Securities Inc., Merrill Lynch & Co. and
    Merrill Lynch, Pierce, Fenner & Smith Incorporated
    (incorporated by reference to Exhibit 10.2 to our current
    report on
    Form 8-K
    filed March 9, 2005 (File No. 0-785)).4
.5

Notice of Adjustment of Conversion
    Rate of the Senior Subordinated Convertible Notes Due 2035
    (incorporated by reference to Exhibit 99.1 to our current
    report on
    Form 8-K
    filed November 21, 2006 (File No. 0-785)).10
.1

Credit Agreement dated as of
    November 12, 2004 among Nash-Finch Company, Various Lenders
    and Deutsche Bank Trust Company Americas, as administrative
    agent (incorporated by reference to Exhibit 10.1 to our
    Quarterly Report on
    Form 10-Q
    for the sixteen weeks ended October 9, 2004 (File No.
    0-785)).10
.2

First Amendment to Credit
    Agreement dated as of November 12, 2004 among Nash-Finch
    Company, Various Lenders and Deutsche Bank Trust Company
    Americas, as administrative agent (incorporated by reference to
    Exhibit 10.1 to our current report on
    Form 8-K
    filed February 28, 2005 (File No. 0-785)).10
.3

Second Amendment to Credit
    Agreement, dated November 28, 2006, among Nash-Finch
    Company, the Lenders party thereto, and Deutsche Bank Trust
    Company Americas, as Administrative Agent (incorporated by
    reference to Exhibit 99.1 to our current report on
    Form 8-K
    filed November 28, 2006 (File No. 0-785)).*10
.3

Form of Change in Control
    Agreement (incorporated by reference to Exhibit 10.5 to our
    Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2002 (File No.
    0-785)).*10
.4

Form of Executive Retention Letter
    Agreement (incorporated by reference to Exhibit 10.1 to our
    current report on
    Form 8-K
    filed September 21, 2005 (File No. 0-785)).*10
.5

Nash-Finch Company Income Deferral
    Plan (as amended through May 21, 2004) (incorporated by
    reference to Exhibit 4.1 to our Registration Statement on
    Form S-8
    filed May 25, 2004 (File
    No. 333-115849)).*10
.6

Second Declaration of Amendment to
    Nash-Finch Company Income Deferral Plan (as amended through
    May 21, 2004) (incorporated by reference to
    Exhibit 10.4 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.7

Nash-Finch Company Deferred
    Compensation Plan (incorporated by reference to Exhibit 4.1
    to our Registration Statement on
    Form S-8
    filed on December 30, 2004 (File
    No. 333-121755)).*10
.8

Nash-Finch Company 2000 Stock
    Incentive Plan (as amended February 22, 2005) (incorporated
    by reference to Exhibit 10.1 to our Registration Statement
    on
    Form S-8
    filed May 12, 2005 (File No.
    333-124863)).*10
.9

Form of Non-Statutory Stock Option
    Agreement (for employees under the Nash-Finch Company 2000 Stock
    Incentive Plan) (incorporated by reference to Exhibit 10.7
    to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.10

Description of Nash-Finch Company
    Long-Term Incentive Program Utilizing Performance Unit Awards
    (incorporated by reference to Appendix I to our Proxy Statement
    for our Annual Meeting of Stockholders on May 10, 2005
    (filed March 21, 2005) (File No. 0-785)).*10
.11

Nash-Finch Company
    1995 Director Stock Option Plan (as amended on
    February 22, 2000 and February 19, 2002) (incorporated
    by reference to Exhibit 10.2 to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File No. 0-785)).*10
.12

First Declaration of Amendment to
    the Nash-Finch Company 1995 Director Stock Option Plan (as
    amended on February 22, 2000 and February 19, 2002)
    (incorporated by reference to Exhibit 10.9 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No.
    0-785)). 83




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##### Table of Contents



ExhibitNo.

Description*10
.13

Form of Non-Statutory Stock Option
    Agreement (for non-employee directors under the Nash-Finch
    Company 1995 Director Stock Option Plan) (incorporated by
    reference to Exhibit 10.10 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.14

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003 Revision)
    (incorporated by reference to Exhibit 10.9 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 3, 2004 (File No. 0-785)).*10
.15

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003
    Revision)   First Declaration of Amendment
    (incorporated by reference to Exhibit 10.12 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.16

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003
    Revision)   Second Declaration of Amendment
    (incorporated by reference to Exhibit 10.13 to our  Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.17

Nash-Finch Company Director
    Deferred Compensation Plan (incorporated by reference to
    Exhibit 4.1 to our Registration Statement on
    Form S-8
    filed on December 30, 2004 (File No.
    333-121754)).*10
.18

Nash-Finch Company Supplemental
    Executive Retirement Plan (incorporated by reference to
    Exhibit 10.27 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2000 (File No. 0-785)).*10
.19

Restricted Stock Award Agreement
    between the Company and Ron Marshall, effective as of
    February 19, 2002 (incorporated by reference to
    Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended October 5, 2002 (File No. 0-785)).*10
.20

Nash-Finch Company Performance
    Incentive Plan (incorporated by reference to Exhibit 10.6
    to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File No. 0-785)).*10
.21

Description of Nash-Finch Company
    2005 Executive Incentive Program (incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    for the twelve weeks ended March 26, 2005 (File No. 0-785)).*10
.22

Form of Restricted Stock Unit
    Award Agreement (for non-employee directors under the 2000 Stock
    Incentive Plan) (incorporated by reference to Exhibit 10.19
    to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.23

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    October 1, 2002 between the Company and Ron Marshall
    (incorporated by reference to Exhibit 10.20 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.24

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    October 1, 2002 between the Company and Bruce A. Cross
    (incorporated by reference to Exhibit 10.21 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File No. 0-785)).*10
.25

Form of Restricted Stock Unit
    Award Agreement (under the 2000 Stock Incentive Plan)
    (incorporated by reference to Exhibit 10.1 to our
    Form 8-K
    filed August 11, 2006 (File No. 0-785)).*10
.26

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    May 1, 2006 between the Company and Alec C. Covington
    (incorporated by reference to Exhibit 10.3 to our
    Form 10-Q
    for the quarter ended June 17, 2006 (File No. 0-785)).*10
.27

Nash-Finch Company 2000 Stock
    Incentive Plan Restricted Stock Unit Award Agreement dated as of
    May 1, 2006 between the Company and Alec C. Covington
    (incorporated by reference to Exhibit 10.2 to our
    Form 10-Q
    for the quarter ended June 17, 2006 (File No. 0-785)).*10
.28

Letter Agreement between
    Nash-Finch Company and Alec C. Covington dated March 16,
    2006 (incorporated by reference to Exhibit 10.1 to our
    Form 8-K
    filed April 18, 2006 (File No. 0-785)).*10
.29

Letter Agreement between
    Nash-Finch Company and Robert B Dimond dated November 29,
    2006 (incorporated by reference to Exhibit 10.1 to our
    Form 8-K
    filed December 21, 2006 (File
    No. 0-785)).12
.1

Computation of Ratio of Earnings
    to Fixed Charges21
.1

Our subsidiaries (filed herewith). 84




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##### Table of Contents



ExhibitNo.

Description23
.1

Consent of Ernst & Young
    LLP (filed herewith).24
.1

Power of Attorney (filed herewith).31
.1

Rule 13a-14(a)
    Certification of the Chief Executive Officer (filed herewith).31
.2

Rule 13a-14(a)
    Certification of the Chief Financial Officer (filed herewith).32
.1

Section 1350 Certification of
    Chief Executive Officer and Chief Financial Officer (furnished
    herewith).A copy of any of these exhibits
    will be furnished at a reasonable cost to any of our
    stockholders, upon receipt from any such person of a
    written request for any such exhibit. Such request should be
    sent to Nash Finch Company, 7600 France Avenue South, P.O.
    Box 355, Minneapolis, Minnesota, 55440-0355, Attention:
    Secretary.     *
    
    Items that are management contracts or compensatory plans or
    arrangements required to be filed as exhibits pursuant to
    Item 15(a)(3) of
    Form 10-K. 85




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Valuation and Qualifying Accounts
    Fiscal Years Ended December 30, 2006, December 31,
    2005 and January 1, 2005
    (In thousands)
  ChargedBalance at


Charged to


(Credited)





BalanceBeginning


Costs and


to Other





at EndDescription

of Year


Expenses


Accounts(a)


Deductions


of Year52 weeks ended
    January 1, 2005:Allowance for doubtful
    receivables(c)

$
22,870



4,220



240



12,413
(b)


14,917Provision for losses relating to
    leases on closed locations


6,442



4,871







2,278
(d)


9,035$
29,312



9,091



240



14,691



23,95252 weeks ended
    December 31, 2005:Allowance for doubtful
    receivables(c)

$
14,917



4,851



2,335
(e)


1,585
(b)


20,518Provision for losses relating to
    leases on closed locations


9,035



203



1,421
(f)


3,021
(d)


7,638$
23,952



5,054



3,756



4,606



28,15652 weeks ended
    December 30, 2006:Allowance for doubtful
    receivables(c)

$
20,518



5,600



987



1,144
(b)


25,961Provision for losses relating to
    leases on closed locations


7,638



7,871







1,894
(d)


13,615$
28,156



13,471



987



3,038



39,576     (a)
    
    Recoveries on accounts previously written off, unless noted
    otherwise(b)
    
    Accounts charged off(c)
    
    Includes current and non-current receivables(d)
    
    Net payments of lease obligations & termination fees(e)
    
    Includes acquisition of $2,103(f)
    
    Primarily relates to purchase accounting reserves 86




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##### Table of Contents



SIGNATURES      By
    /s/  Alec
    C. Covington         /s/  Alec
    C. CovingtonAlec
    C. Covington, President and Chief Executive Officer (Principal
    Executive Officer)

/s/  Robert
    B. DimondRobert
    B. Dimond, Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  William
    R. Voss*William
    R. Voss, Chairman of the Board

/s/  Allister
    P. Graham*Allister
    P. Graham, Director/s/  Robert
    L. Bagby*Robert
    L. Bagby, Director

/s/  John
    H. Grunewald*John
    H. Grunewald, Director/s/  Carole
    F. Bitter*Carole
    F. Bitter, Director

/s/  Douglas
    A.
    Hacker*Douglas
    A. Hacker, Director/s/  Jerry
    L. Ford*Jerry
    L. Ford, Director

/s/  William
    H. Weintraub*William
    H. Weintraub, Director/s/  Mickey
    P. Foret*Mickey
    P. Foret, Director*By:

/s/  Kathleen
    M. MahoneyKathleen
    M. Mahoney Kathleen M. Mahoney
    Attorney-in-fact  87




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##### Table of Contents



NASH-FINCH
    COMPANY
    EXHIBIT INDEX TO ANNUAL REPORT
    ON
    FORM 10-K
    For Fiscal Year Ended December 30, 2006
  ExhibitNo.

Description

Method of Filing2.1

Asset Purchase Agreement between
    Roundys, Inc. and Nash-Finch Company, dated as of
    February 24, 2005.

Incorporated by 
    reference (IBR)3.1

Restated Certificate of
    Incorporation of the Company, effective May 16, 1985.

IBR3.2

Certificate of Amendment to
    Restated Certificate of Incorporation of the Company, effective
    May 15, 1987.

IBR3.3

Certificate of Amendment to
    Restated Certificate of Incorporation of the Company, effective
    May 16, 2002.

IBR3.4

Nash-Finch Company Bylaws, as
    amended November 9, 2005.

IBR4.1

Stockholder Rights Agreement,
    dated February 13, 1996, between the Company and Wells
    Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota,
    National Association).

IBR4.2

Amendment to Stockholder Rights
    Agreement dated as of October 30, 2001.

IBR4.3

Indenture dated as of
    March 15, 2005 between Nash-Finch Company and Wells Fargo
    Bank, National Association, as Trustee (including form of Senior
    Subordinated Convertible Notes due 2035).

IBR4.4

Registration Rights Agreement
    dated as of March 15, 2005 between Nash-Finch Company and
    Deutsche Bank Securities Inc., Merrill Lynch & Co. and
    Merrill Lynch, Pierce, Fenner & Smith Incorporated.

IBR10.1

Credit Agreement dated as of
    November 12, 2004 among Nash-Finch Company, Various Lenders
    and Deutsche Bank Trust Company Americas, as administrative
    agent.

IBR10.2

First Amendment to Credit
    Agreement dated as of November 12, 2004 among Nash-Finch
    Company, Various Lenders and Deutsche Bank Trust Company
    Americas, as administrative agent.

IBR10.3

Form of Change in Control
    Agreement.

IBR10.4

Form of Executive Retention Letter
    Agreement.

IBR10.5

Nash-Finch Company Income Deferral
    Plan (as amended through May 21, 2004).

IBR10.6

Second Declaration of Amendment to
    Nash-Finch Company Income Deferral Plan (as amended through
    May 21, 2004).

IBR10.7

Nash-Finch Company Deferred
    Compensation Plan.

IBR10.8

Nash-Finch Company 2000 Stock
    Incentive Plan.

IBR10.9

Form of Non-Statutory Stock Option
    Agreement (for employees under the Nash-Finch Company 2000 Stock
    Incentive Plan).

IBR10.10

Description of Nash-Finch Company
    Long-Term Incentive Program Utilizing Performance Unit Awards.

IBR10.11

Nash-Finch Company
    1995 Director Stock Option Plan (as amended on
    February 22, 2000 and February 19, 2002).

IBR10.12

First Declaration of Amendment to
    the Nash-Finch Company 1995 Director Stock Option Plan (as
    amended on February 22, 2000 and February 19, 2002).

IBR10.13

Form of Non-Statutory Stock Option
    Agreement (for non-employee directors under the Nash-Finch
    Company 1995 Director Stock Option Plan).

IBR10.14

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003 Revision).

IBR 88




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10.15

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003
    Revision)   First Declaration of Amendment.

IBR10.16

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003
    Revision)   Second Declaration of Amendment.

IBR10.17

Nash-Finch Company Director
    Deferred Compensation Plan.

IBR10.18

Nash-Finch Company Supplemental
    Executive Retirement Plan.

IBR10.19

Restricted Stock Award Agreement
    between the Company and Ron Marshall, effective as of
    February 19, 2002.

IBR10.20

Nash-Finch Company Performance
    Incentive Plan.

IBR10.21

Description of Nash-Finch Company
    2005 Executive Incentive Program.

IBR10.22

Form of Restricted Stock Unit
    Award Agreement (for non-employee directors under the 2000 Stock
    Incentive Plan).

IBR10.23

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    October 1, 2002 between the Company and Ron Marshall.

IBR10.24

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    October 1, 2002 between the Company and Bruce A. Cross.

IBR10.25

Form of Restricted Stock Unit
    Award Agreement (under the 2000 Stock Incentive Plan)

IBR10.26

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    May 1, 2006 between the Company and Alec C. Covington

IBR10.27

Nash-Finch Company 2000 Stock
    Incentive Plan Restricted Stock Unit Award Agreement dated as of
    May 1, 2006 between the Company and Alec C. Covington

IBR10.28

Letter Agreement between
    Nash-Finch Company and Alec C. Covington dated March 16,
    2006

IBR10.29

Letter Agreement between
    Nash-Finch Company and Robert B Dimond dated November 29,
    2006

IBR12.1

Computation of Ratio of Earnings
    to Fixed Charges.

Filed Electronically(E)21.1

Our subsidiaries.

E23.1

Consent of Ernst & Young
    LLP.

E24.2

Power of Attorney.

E31.1

Rule 13a-14(a)
    Certification of the Chief Executive Officer.

E31.2

Rule 13a-14(a)
    Certification of the Chief Financial Officer.

E32.2

Section 1350 Certification of
    Chief Executive Officer and Chief Financial Officer.

E  89