##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
 For the fiscal year ended: January 1, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from  to .
 Commission file number: 0-785
 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
    
    55440-0355P.O. Box 355
    
    (Zip Code)Minneapolis, Minnesota(Address of principal executive offices)
 (952) 832-0534
 None
  Common Stock, par value $1.66-2/3 per share
Common Stock Purchase Rights
 
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company oDo not check if a smaller reporting company.
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



Nash Finch Company
  Page No.Part IForward-Looking Information
    
    
    3Item 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    16Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    18Item 4. (Removed and Reserved)
    
    
    19Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    19Item 6. Selected Financial Data
    
    
    22Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    23Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    40Item 8. Financial Statements and Supplementary Data
    
    
    41Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    82Item 9A. Controls and Procedures
    
    
    82Item 9B. Other Information
    
    
    85Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    85Item 11. Executive Compensation
    
    
    87Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    87Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    88Item 14. Principal Accountant Fees and Services
    
    
    88Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    88SIGNATURES
    
    
    95Exhibit 3.10Exhibit 10.31Exhibit 12.1Exhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 24.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




---



##### Table of Contents



Nash Finch Company
 
 PART I
  
 Forward-Looking Information
  
    
    the effect of competition on our food distribution, military and retail businesses;
    
    general sensitivity to economic conditions, including the uncertainty related to the
current state of the economy in the U.S. and worldwide economic slowdown; disruptions to the
credit and financial markets in the U.S. and worldwide; changes in market interest rates;
continued volatility in energy prices and food commodities;
    
    macroeconomic and geopolitical events affecting commerce generally;
    
    changes in consumer buying and spending patterns;
    
    our ability to identify and execute plans to expand our food distribution, military and
retail operations;
    
    possible changes in the military commissary system, including those stemming from the
redeployment of forces, congressional action and funding levels;
    
    our ability to identify and execute plans to improve the competitive position of our retail
operations;
    
    the success or failure of strategic plans, new business ventures or initiatives;
    
    our ability to successfully integrate and manage current or future businesses we acquire,
including the ability to manage credit risks and retain the customers of those operations;
    
    changes in credit risk from financial accommodations extended to new or existing customers;
    
    significant 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;
    
    legal, governmental, legislative or administrative proceedings, disputes, or actions that
result in adverse outcomes;
    
    failure of our internal control over financial reporting;
    
    changes in accounting standards;
    
    technology failures that may have a material adverse effect on our business;
    
    severe weather and natural disasters that may impact our supply chain;
    
    unionization of a significant portion of our workforce;
    
    costs related to a multi-employer pension plan which has liabilities in excess of plan
assets;
    
    changes in health care, pension and wage costs and labor relations issues;
    
    product liability claims, including claims concerning food and prepared food products;
    
    threats or potential threats to security;
    
    unanticipated problems with product procurement; and
    
    maintaining our reputation and corporate image.
  3




---



##### Table of Contents



ITEM 1. BUSINESS
   
    
    Supply chain services focused on supporting our businesses with warehouse management,
inbound and outbound transportation management and customized solutions for each business;
    
    Growing the Military business segment through acquisition and expansion of products and
services, as well as creating warehousing and transportation cost efficiencies with a
long-term distribution center strategic plan;
    
    Providing our independent retail customers with high level of order fulfillment, broad
product selection including leveraging the Our Familybrand , support services
emphasizing best-in-class offerings in marketing, advertising, merchandising, store design
and construction, market research, retail store support, retail pricing and license
agreement opportunities; and
    
    Retail formats designed to appeal to the needs of todays consumers.
  
    
    2% organic revenue growth
    
    4% Consolidated EBITDA1 as a percentage of sales
    
    10% trailing four quarters Free Cash Flow as a percentage of Net
Assets2
    
    2.5 to 3.0x total leverage ratio (i.e., total debt divided by trailing four
quarters Consolidated EBITDA)
 1
    
    Consolidated EBITDA is a measurement not recognized by accounting
principles generally accepted in the United States. Please refer to Part II, Item
7 of this report under the caption Consolidated EBITDA (Non-GAAP Measurement) for
the definition of Consolidated EBITDA.2
    
    Defined as cash provided from operations less capital expenditures for
property, plant and equipment during the trailing four quarters divided by the
average net assets for the current period and prior year comparable period (total
assets less current liabilities plus current portion of long-term debt and capital
leases). Please refer to Part II, Item 7 of this report under the caption Free
Cash Flow as a percentage of Net Assets (Non-GAAP Measurement) for the definition
of Free Cash Flow as a percentage of Net Assets.   4




---



##### Table of Contents




    
    Continued implementation of our military distribution center network
expansion.
    
    Execute supply chain and center store initiatives within our food
distribution segment.
    
    Implement cost reduction and profit improvement initiatives.
    
    Identify acquisitions that support our strategic plan.
  Military Segment
      5




---



##### Table of Contents



.
 Food Distribution Segment
     Products
 Our
Family 1
 
 1
    
    We own or have the rights to various trademarks, tradenames
and service marks, including the following referred to in this report: AVANZA®,
Econofoods®, Sun Mart®, Family Thrift Center®, Family Fresh Market®, Our
Family®, Value Choice, Food Pride®, Fresh Place® and Nash Brothers Trading
Company®.The trademark IGA®, referred to in this report, is the registered
trademark of IGA, Inc. 6




---



##### Table of Contents



Nash
Brothers Trading Company Value
Choice
 Services
  
    
    promotional, advertising and merchandising programs;
    
    installation of computerized ordering, receiving and scanning systems;
    
    retail equipment procurement assistance;
    
    providing contacts for accounting, budgeting and payroll services;
    
    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.
   IGA Food Pride IGA Food Pride
 Retail Segment
 Sun Mart, Econofoods AVANZA Family Thrift Center Pick n Save, Family Fresh Market, Prairie Market Wholesale Food Outlet AVANZA Wholesale Food Outlet
  7




---



##### Table of Contents



The Fresh Place AVANZA
 Competition
 Military Segment
  Food Distribution Segment
  1 2
 Retail Segment
  8




---



##### Table of Contents



Vendor Allowances and Credits
    Trademarks and Servicemarks
 Our Family Value Choice Nash Brothers Trading
Company
 Employees
  Available Information
 9




---



##### Table of Contents



www.nashfinch.com Code of Business Conduct Code of Ethics for Senior
Financial Management
 
 ITEM 1A. RISK FACTORS
  We face substantial competition, and our competitors may have superior resources, which could place
us at a competitive disadvantage and adversely affect our financial performance.
    Our business is sensitive to economic conditions that impact consumer spending.
  10




---



##### Table of Contents



Macroeconomic and geopolitical events may adversely affect our customers, access to products, or
lead to general cost increases which could negatively impact our results of operations and
financial condition.
  Our businesses could be negatively affected if we fail to retain existing customers or attract
significant numbers of new customers.
   Our military segment operations are dependent upon domestic and international military
distribution, and a change in the military commissary system, or level of governmental funding,
could negatively impact our results of operations and financial condition.
  11




---



##### Table of Contents



Our results of operations and financial condition could be adversely affected if we are unable to
improve the competitive position of our retail operations.
  We may not be able to achieve the expected benefits from the implementation of new strategic
initiatives.
   Our ability to operate effectively could be impaired by the risks and costs associated with the
current and future 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;
 12




---



##### Table of Contents




    
    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.
  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
may affect our future business strategies and operating results.
  13




---



##### Table of Contents



Legal, governmental, legislative or administrative proceedings, disputes or actions that result in
adverse outcomes or unfavorable changes in government regulations may affect our businesses and
operating results.
  Failure of our internal control over financial reporting could materially impact our business and
results.
  Changes in accounting standards could materially impact our results.
  We may experience technology failures which could have a material adverse effect on our business.
  Severe weather and natural disasters can adversely impact our operations, our suppliers or the
availability and cost of products we purchase.
  Unions may attempt to organize our employees.
  14




---



##### Table of Contents



Costs related to a multi-employer pension plan, which has liabilities in excess of plan assets, may
have a material adverse effect on the Companys financial condition and results of operations.
     Increases in employee benefit costs and other labor relations issues may lead to labor disputes and
disruption of our businesses.
  We are subject to the risk of product liability claims, including claims concerning food and
prepared food products.
  15




---



##### Table of Contents



Threats or potential threats to security may adversely affect our business.
  We depend upon vendors to supply us with quality merchandise at the right time and at the right price.
   Maintaining our reputation and corporate image is essential to our business success.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  Military Segment
   16




---



##### Table of Contents



Approx. SizeLocation
    
    (Square Feet)Norfolk, Virginia (2)
    
    
    756,200Jessup, Maryland (1)
    
    
    115,200Junction City, Kansas (1) (3)
    
    
    132,000Pensacola, Florida
    
    
    355,900San Antonio, Texas
    
    
    486,800Columbus, Georgia (1) (3)
    
    
    531,900Bloomington, Indiana (4)
    
    
    302,600Oklahoma City, Oklahoma (5)
    
    
    544,200Total Square Footage
    
    
    3,224,800
 
 (1)
    
    Leased facility.(2)
    
    Leased facility as of January 1, 2011, however, the property was purchased from the landlord
on January 3, 2011. Please see Part 2, Item 8, Note 19  Other Information of this Form
10-K for further information regarding the purchase of this property.(3)
    
    Leased locations requiring periodic lease payments to the holders of outstanding industrial
revenue bonds. As of January 1, 2011, all outstanding industrial revenue bonds associated
with these locations were held by the Company.(4)
    
    Purchased during the third quarter of fiscal 2010 and became operational during the fourth
quarter of fiscal 2010.(5)
    
    Two adjacent properties purchased during the third quarter of fiscal 2010 which are scheduled
to become operational during fiscal 2012. Food Distribution Segment
  17




---



##### Table of Contents



Approx. SizeLocation
    
    (Square Feet)Midwest Region:Omaha, Nebraska
    
    
    626,900Cedar Rapids, Iowa
    
    
    351,900St. Cloud, Minnesota
    
    
    329,000Sioux Falls, South Dakota (2)
    
    
    275,400Fargo, 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)
    
    
    617,000Westville, Indiana
    
    
    631,900Cincinnati, Ohio
    
    
    403,300Total Square Footage
    
    
    5,325,000
 
 (1)
    
    Leased facility.(2)
    
    Includes 79,300 square feet that we lease.(3)
    
    Includes 8,000 square feet that we lease.(4)
    
    Includes 99,500 square feet that we lease. Retail Segment
  Number of
    
    
    
    
    
    
    AverageBanner
    
    Stores
    
    
    Areas of Operation
    
    
    Square FeetSun Mart
    
    
    20
    
    
    
    CO, MN, ND, NE
    
    
    33,359Econofoods
    
    
    16
    
    
    
    IA, MN, SD, WI
    
    
    32,711AVANZA
    
    
    5
    
    
    
    CO, NE
    
    
    34,945Family Thrift Center
    
    
    4
    
    
    
    SD
    
    
    48,449Family Fresh Market
    
    
    2
    
    
    
    WI
    
    
    48,776Pick n Save
    
    
    2
    
    
    
    OH
    
    
    49,588Prairie Market
    
    
    1
    
    
    
    SD
    
    
    29,480Wholesale Food Outlet
    
    
    1
    
    
    
    IA
    
    
    19,620Other Stores
    
    
    1
    
    
    
    MN
    
    
    3,500Total
    
    
    52
  
 ITEM 3. LEGAL PROCEEDINGS
 Roundys Supermarkets, Inc. v. Nash Finch
  18




---



##### Table of Contents



Other
  
 ITEM 4. RESERVED
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  Dividends2010
    
    2009
    
    Per ShareHigh
    
    Low
    
    High
    
    Low
    
    2010
    
    2009First Quarter
    
    $
    37.66
    
    
    $
    32.87
    
    
    $
    45.70
    
    
    $
    27.16
    
    
    $
    0.18
    
    
    $
    0.18Second Quarter
    
    
    38.10
    
    
    
    33.65
    
    
    
    34.36
    
    
    
    27.69
    
    
    $
    0.18
    
    
    $
    0.18Third Quarter
    
    
    43.62
    
    
    
    34.20
    
    
    
    30.75
    
    
    
    26.28
    
    
    $
    0.18
    
    
    $
    0.18Fourth Quarter
    
    
    43.78
    
    
    
    36.08
    
    
    
    37.49
    
    
    
    28.00
    
    
    $
    0.18
    
    
    $
    0.18
  Issuer Purchases of Equity Securities
  19




---



##### Table of Contents



(c) Total numberof shares
    
    (d) Maximum(a) Total
    
    
    
    
    
    purchased as part
    
    amount thatnumber of
    
    (b) Average
    
    of publicly
    
    may be spentshares
    
    price paid per
    
    announced plans
    
    under plans orPeriod
    
    purchased (1)
    
    share (1)
    
    or programs (1)
    
    programs (1)Period 13 (December 5, 2010 to January 1, 2011)
    
    
    60,499
    
    
    $
    41.55
    
    
    
    60,499
    
    
    $
    
 
 (1)
    
    On November 10, 2009, our Board of Directors approved a share repurchase program to
spend up to $25.0 million to purchase shares of the Companys common stock. The program
took effect on November 16, 2009 and expired on December 31, 2010, during which time we
repurchased 673,974 shares for approximately $23.8 million. Total Shareholder Return Graph
  
    20




---



##### Table of Contents



21




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
 NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Summary of Operations
Five years ended January 1, 2011 (not covered by Independent Auditors Report)
(Dollar amounts in thousands except per share amounts)
 2010
    
    2009 (1)
    
    2008
    
    2007
    
    2006(52 Weeks)
    
    (52 Weeks)
    
    (53 Weeks)
    
    (52 Weeks)
    
    (52 Weeks)Results of OperationsSales
    
    $
    4,991,979
    
    
    $
    5,212,655
    
    
    $
    4,633,494
    
    
    $
    4,464,035
    
    
    $
    4,581,563Cost of sales
    
    
    4,591,191
    
    
    
    4,793,967
    
    
    
    4,226,545
    
    
    
    4,066,381
    
    
    
    4,179,741Gross profit
    
    
    400,788
    
    
    
    418,688
    
    
    
    406,949
    
    
    
    397,654
    
    
    
    401,822Selling, general and administrative
    
    
    269,140
    
    
    
    287,328
    
    
    
    288,263
    
    
    
    280,818
    
    
    
    319,678Gains on sale of real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,867
    )
    
    
    (1,130
    )Special charges
    
    
    
    
    
    
    6,020
    
    
    
    
    
    
    
    (1,282
    )
    
    
    6,253Gain on acquisition of a business
    
    
    
    
    
    
    (6,682
    )
    
    
    
    
    
    
    
    
    
    
    Gain on litigation settlement
    
    
    
    
    
    
    (7,630
    )
    
    
    
    
    
    
    
    
    
    
    Goodwill impairment
    
    
    
    
    
    
    50,927
    
    
    
    
    
    
    
    
    
    
    
    26,419Depreciation and amortization
    
    
    36,119
    
    
    
    40,603
    
    
    
    38,429
    
    
    
    38,882
    
    
    
    41,451Interest expense
    
    
    23,403
    
    
    
    24,372
    
    
    
    26,466
    
    
    
    28,088
    
    
    
    30,840Income tax expense
    
    
    21,185
    
    
    
    20,972
    
    
    
    20,646
    
    
    
    16,984
    
    
    
    4,198Earnings (loss) from continuing operations
    
    
    50,941
    
    
    
    2,778
    
    
    
    33,145
    
    
    
    36,031
    
    
    
    (25,887
    )Net earnings from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160Cumulative effect of change in accounting
principle, net of income tax (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169Net earnings (loss)
    
    $
    50,941
    
    
    $
    2,778
    
    
    $
    33,145
    
    
    $
    36,031
    
    
    $
    (25,558
    )Basic earnings (loss) per share
    
    $
    3.97
    
    
    $
    0.21
    
    
    $
    2.57
    
    
    $
    2.67
    
    
    $
    (1.91
    )Diluted earnings (loss) per share
    
    $
    3.86
    
    
    $
    0.21
    
    
    $
    2.52
    
    
    $
    2.64
    
    
    $
    (1.91
    )Cash dividends declared per common share
    
    $
    0.72
    
    
    $
    0.72
    
    
    $
    0.72
    
    
    $
    0.72
    
    
    $
    0.72Selected DataPretax earnings (loss) from continuing
operations as a percent of sales
    
    
    1.44
    %
    
    
    0.46
    %
    
    
    1.16
    %
    
    
    1.19
    %
    
    
    (0.47
    )%Net earnings (loss) as a percent of sales
    
    
    1.02
    %
    
    
    0.05
    %
    
    
    0.72
    %
    
    
    0.81
    %
    
    
    (0.56
    )%Effective income tax rate
    
    
    29.4
    %
    
    
    88.3
    %
    
    
    38.4
    %
    
    
    32.0
    %
    
    
    19.4
    %Current assets
    
    $
    591,510
    
    
    $
    557,816
    
    
    $
    467,951
    
    
    $
    477,934
    
    
    $
    457,053Current liabilities
    
    $
    293,242
    
    
    $
    308,509
    
    
    $
    297,729
    
    
    $
    282,357
    
    
    $
    278,222Net working capital
    
    $
    298,268
    
    
    $
    249,307
    
    
    $
    170,222
    
    
    $
    195,577
    
    
    $
    178,831Ratio of current assets to current liabilities
    
    
    2.02
    
    
    
    1.81
    
    
    
    1.57
    
    
    
    1.69
    
    
    
    1.64Total assets
    
    $
    1,050,675
    
    
    $
    999,536
    
    
    $
    952,546
    
    
    $
    949,267
    
    
    $
    952,480Capital expenditures
    
    $
    59,295
    
    
    $
    30,402
    
    
    $
    31,955
    
    
    $
    21,419
    
    
    $
    27,469Long-term obligations (long-term debt and
capitalized lease obligations)
    
    $
    311,186
    
    
    $
    279,032
    
    
    $
    248,026
    
    
    $
    280,010
    
    
    $
    315,321Stockholders equity
    
    $
    377,004
    
    
    $
    350,559
    
    
    $
    349,019
    
    
    $
    331,600
    
    
    $
    313,113Stockholders equity per share (3)
    
    $
    31.14
    
    
    $
    27.36
    
    
    $
    27.23
    
    
    $
    25.26
    
    
    $
    23.39Return on stockholders equity (4)
    
    
    13.51
    %
    
    
    0.79
    %
    
    
    9.50
    %
    
    
    10.87
    %
    
    
    (8.27
    )%Common stock high price (5)
    
    $
    43.78
    
    
    $
    45.70
    
    
    $
    46.33
    
    
    $
    51.29
    
    
    $
    31.74Common stock low price (5)
    
    $
    32.87
    
    
    $
    26.28
    
    
    $
    30.97
    
    
    $
    26.89
    
    
    $
    19.42
 
 (1)
    
    Information presented for fiscal 2009 reflects our acquisition on January
31, 2009, from GSC Enterprises, Inc., of three wholesale food distribution
centers which service military commissaries and exchanges. 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 revisions to ASC Topic 718 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. 22




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Overview
     Results of Operations
  Sales
  23




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Percent
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    Percent
    
    
    
    
    
    
    Percent(in millions)
    
    Sales
    
    
    of Sales
    
    
    Change
    
    
    Sales
    
    
    of Sales
    
    
    Change
    
    
    Sales
    
    
    of SalesSegment Sales:Military
    
    $
    2,290.0
    
    
    
    45.9
    %
    
    
    1.6
    %
    
    $
    2,254.4
    
    
    
    43.2
    %
    
    
    45.0
    %
    
    $
    1,555.2
    
    
    
    33.6
    %Food Distribution
    
    
    2,183.7
    
    
    
    43.7
    %
    
    
    (8.5
    )%
    
    
    2,385.9
    
    
    
    45.8
    %
    
    
    (3.6
    )%
    
    
    2,475.8
    
    
    
    53.4
    %Retail
    
    
    518.3
    
    
    
    10.4
    %
    
    
    (9.4
    )%
    
    
    572.3
    
    
    
    11.0
    %
    
    
    (5.0
    )%
    
    
    602.5
    
    
    
    13.0
    %Total Sales
    
    $
    4,992.0
    
    
    
    100.0
    %
    
    
    (4.2
    )%
    
    $
    5,212.6
    
    
    
    100.0
    %
    
    
    12.5
    %
    
    $
    4,633.5
    
    
    
    100.0
    %
  Fiscal 2008Fiscal 2008
    
    
    Comparable
    
    
    Comparable(in millions)
    
    Fiscal 2008
    
    
    Week 1
    
    
    52 Weeks of
    
    
    Percent ChangeSegment Sales:
    
    Sales
    
    
    Sales
    
    
    Sales
    
    
    2009 to 2008Military
    
    $
    1,555.2
    
    
    $
    24.7
    
    
    $
    1,530.5
    
    
    
    47.3
    %Food Distribution
    
    
    2,475.8
    
    
    
    41.6
    
    
    
    2,434.2
    
    
    
    (2.0
    )%Retail
    
    
    602.5
    
    
    
    11.2
    
    
    
    591.3
    
    
    
    (3.2
    )%Total Sales
    
    $
    4,633.5
    
    
    $
    77.5
    
    
    $
    4,556.0
    
    
    
    14.4
    %
      2010
    
    2009
    
    2008Domestic
    
    
    83.3
    %
    
    
    83.2
    %
    
    
    75.2
    %Overseas
    
    
    16.7
    %
    
    
    16.8
    %
    
    
    24.8
    %
 24




---



##### Table of Contents



Fiscal Year
    
    Fiscal Year
    
    Fiscal Year2010
    
    2009
    
    2008Number of stores at beginning of year
    
    
    54
    
    
    
    57
    
    
    
    59New stores
    
    
    
    
    
    
    1
    
    
    
    Acquired stores
    
    
    
    
    
    
    
    
    
    
    2Closed or sold stores
    
    
    (2
    )
    
    
    (4
    )
    
    
    (4
    )Number of stores at end of year
    
    
    52
    
    
    
    54
    
    
    
    57
  Gross Profit
    25




---



##### Table of Contents



Selling, General and Administrative Expense
  2010
    
    
    2009
    
    
    2008% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % of(in millions except percentages)
    
    Segment
    
    
    
    
    
    
    sales
    
    
    
    
    
    
    sales
    
    
    
    
    
    
    salesSG&A
    
    
    
    
    
    $
    269.1
    
    
    
    5.4
    %
    
    
    287.3
    
    
    
    5.5
    %
    
    
    288.3
    
    
    
    6.2
    %Significant factors affecting SG&A:Retail store impairments and lease reserves
    
    Corporate overhead
    
    
    0.4
    
    
    
    0.0
    %
    
    
    5.3
    
    
    
    0.1
    %
    
    
    0.9
    
    
    
    0.0
    %Reversal of food distribution customers reserves
    
    Food distribution
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    (3.3
    )
    
    
    -0.1
    %Gain on sale of assets
    
    Retail
    
    
    (0.3
    )
    
    
    0.0
    %
    
    
    (0.7
    )
    
    
    0.0
    %
    
    
    (0.6
    )
    
    
    0.0
    %Acquisition and conversion costs
    
    Military
    
    
    1.7
    
    
    
    0.0
    %
    
    
    1.9
    
    
    
    0.0
    %
    
    
    0.5
    
    
    
    0.0
    %Share-based compensation over prior year
    
    Corporate overhead
    
    
    
    
    
    
    0.0
    %
    
    
    1.4
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Store opening expenses
    
    Retail
    
    
    
    
    
    
    0.0
    %
    
    
    0.7
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Food distribution center closing costs
    
    Food distribution
    
    
    0.8
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Tax consulting fees
    
    Corporate overhead
    
    
    
    
    
    
    0.0
    %
    
    
    0.4
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Total significant factors affecting SG&A
    
    
    
    
    
    $
    2.6
    
    
    
    0.1
    %
    
    
    9.0
    
    
    
    0.2
    %
    
    
    (2.5
    )
    
    
    -0.1
    %
   Special Charge
  Gain on Acquisition of a Business
 26




---



##### Table of Contents



Gain on Litigation Settlement
  Goodwill Impairment
 ).
 Depreciation and Amortization Expense
  Interest Expense
    Income Tax Expense
 27




---



##### Table of Contents



2010
    
    2009
    
    2008Federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State taxes, net of federal income tax benefit
    
    
    3.7
    %
    
    
    4.7
    %
    
    
    4.0
    %Non-deductible goodwill
    
    
    0.0
    %
    
    
    73.6
    %
    
    
    0.0
    %Change in tax contingencies
    
    
    (8.0
    )%
    
    
    4.4
    %
    
    
    1.1
    %Gain on litigation settlement
    
    
    0.0
    %
    
    
    (12.7
    )%
    
    
    0.0
    %Gain on acquisition of a business
    
    
    0.0
    %
    
    
    (11.2
    )%
    
    
    0.0
    %Federal refund claim
    
    
    0.0
    %
    
    
    (6.8
    )%
    
    
    0.0
    %Other, net
    
    
    (1.3
    )%
    
    
    1.3
    %
    
    
    (1.7
    )%Effective tax rate
    
    
    29.4
    %
    
    
    88.3
    %
    
    
    38.4
    %
  Net Earnings
  Liquidity and Capital Resources
   28




---



##### Table of Contents



(In thousands)
    
    2010
    
    2009
    
    2008Net cash provided by operating activities
    
    $
    66,116
    
    
    $
    102,373
    
    
    $
    111,999Net cash used in investing activities
    
    
    (57,938
    )
    
    
    (105,670
    )
    
    
    (60,414
    )Net cash provided by (used in) financing activities
    
    
    (8,178
    )
    
    
    3,303
    
    
    
    (51,623
    )Net change in cash and cash equivalents
    
    $
    
    
    
    $
    6
    
    
    $
    (38
    )
     Share Repurchase
  29




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Amount Committed By PeriodTotalAmount
    
    
    
    
    
    
    Fiscal 2012-
    
    
    Fiscal 2014-(in thousands)
    
    Committed
    
    
    Fiscal 2011
    
    
    2013
    
    
    2015
    
    
    ThereafterContractual Cash Obligations:Long-Term Debt (1)
    
    $
    292,936
    
    
    $
    670
    
    
    $
    155,516
    
    
    $
    40
    
    
    $
    136,710Interest on Long-Term Debt (2)
    
    
    192,314
    
    
    
    9,428
    
    
    
    15,168
    
    
    
    11,086
    
    
    
    156,632Capital Lease Obligations (3) (4)
    
    
    33,413
    
    
    
    4,826
    
    
    
    8,800
    
    
    
    6,760
    
    
    
    13,027Operating Leases (3)
    
    
    86,804
    
    
    
    20,517
    
    
    
    32,336
    
    
    
    18,994
    
    
    
    14,957Benefit Obligations (5)
    
    
    29,804
    
    
    
    3,212
    
    
    
    6,008
    
    
    
    5,803
    
    
    
    14,781Purchase Obligations (6)
    
    
    11,549
    
    
    
    3,777
    
    
    
    3,462
    
    
    
    1,900
    
    
    
    2,410Total (7)
    
    $
    646,820
    
    
    $
    42,430
    
    
    $
    221,290
    
    
    $
    44,583
    
    
    $
    338,517
 
 (1)
    
    Refer to Part II, Item 8 in this report under Note (7)  Long-term Debt and Bank
Credit Facilities for additional information regarding long-term debt.(2)
    
    The interest on long-term debt for periods subsequent to fiscal 2015 reflects our
Senior Subordinated Convertible Debt accreted interest for fiscal 2016 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 January 1,
2011, 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 Part II, Item 8 in this report under Note (12)  Leases
in the Notes to Consolidated Financial Statements and under the caption Lease Commitments in
the Critical Accounting Policies section below.(4)
    
    Includes amounts classified as imputed interest.(5)
    
    Our benefit obligations include obligations related to third-party 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 in the Notes
to Consolidated Financial Statements.(6)
    
    The amount of purchase obligations shown in the table represents the amount of product
we are contractually obligated to purchase. 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. 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.(7)
    
    Payments for reserved tax contingencies are not included as the timing of specific tax
payments is not determinable.  30




---



##### Table of Contents



Total
    
    
    Commitment Expiration Per PeriodOther Commercial Commitments (in
    
    Amount
    
    
    
    
    
    
    Fiscal 2012-
    
    
    Fiscal 2014-thousands)
    
    Committed
    
    
    Fiscal 2011
    
    
    2013
    
    
    2015
    
    
    ThereafterStandby Letters of Credit (1)
    
    $
    11,700
    
    
    $
    11,335
    
    
    $
    365
    
    
    $
    
    
    
    $
    Guarantees (2)
    
    
    22,578
    
    
    
    3,863
    
    
    
    6,325
    
    
    
    4,687
    
    
    
    7,703Total Other Commercial Commitments
    
    $
    34,278
    
    
    $
    15,198
    
    
    $
    6,690
    
    
    $
    4,687
    
    
    $
    7,703
 
 (1)
    
    Letters of credit relate primarily to supporting workers compensation obligations.(2)
    
    Refer to Part II, Item 8 of this report under Note (13)  Concentration of Credit
Risk in the Notes to Consolidated Financial Statements and under the caption Guarantees of
Debt and Lease Obligations of Others in the Critical Accounting Policies section below for
additional information regarding debt guarantees, lease guarantees and assigned leases. Asset-backed Credit Agreement
       Senior Subordinated Convertible Debt
 31




---



##### Table of Contents



Debt Obligations
  Fixed Rate
    
    
    
    
    
    
    Variable Rate(in thousands)
    
    Fair Value
    
    
    Amount
    
    
    Rate
    
    
    Fair Value
    
    
    Amount
    
    
    Rate2011
    
    
    
    
    
    $
    670
    
    
    
    6.0
    %
    
    
    
    
    
    $
    
    
    
    
    2012
    
    
    
    
    
    
    704
    
    
    
    6.2
    %
    
    
    
    
    
    
    
    
    
    
    2013
    
    
    
    
    
    
    712
    
    
    
    6.1
    %
    
    
    
    
    
    
    154,100
    
    
    
    2.6
    %2014
    
    
    
    
    
    
    40
    
    
    
    5.6
    %
    
    
    
    
    
    
    
    
    
    
    2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    
    
    
    
    136,710
    
    
    
    3.5
    %
    
    
    
    
    
    
    
    
    
    
    $
    151,458
    
    
    $
    138,836
    
    
    
    
    
    
    $
    154,100
    
    
    $
    154,100
 Consolidated EBITDA (Non-GAAP Measurement)
 32




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Net earnings
    
    $
    50,941
    
    
    
    2,778
    
    
    
    33,145Income tax expense
    
    
    21,185
    
    
    
    20,972
    
    
    
    20,646Interest expense
    
    
    23,403
    
    
    
    24,372
    
    
    
    26,466Depreciation and amortization
    
    
    36,119
    
    
    
    40,603
    
    
    
    38,429EBITDA
    
    
    131,648
    
    
    
    88,725
    
    
    
    118,686LIFO charge (credit)
    
    
    53
    
    
    
    (3,033
    )
    
    
    19,740Lease reserves
    
    
    320
    
    
    
    3,135
    
    
    
    (1,832
    )Goodwill impairment
    
    
    
    
    
    
    50,927
    
    
    
    Asset impairments
    
    
    937
    
    
    
    2,460
    
    
    
    2,555Gains on sale of real estate
    
    
    
    
    
    
    (54
    )
    
    
    Gain on acquisition of a business
    
    
    
    
    
    
    (6,682
    )
    
    
    Gain on litigation settlement
    
    
    
    
    
    
    (7,630
    )
    
    
    Share-based compensation
    
    
    7,871
    
    
    
    9,084
    
    
    
    8,792Special charges
    
    
    
    
    
    
    6,020
    
    
    
    Settlement of pre-acquisition contingency
    
    
    (310
    )
    
    
    
    
    
    
    Subsequent cash payments on non-cash charges
    
    
    (3,055
    )
    
    
    (2,815
    )
    
    
    (4,218
    )Total Consolidated EBITDA
    
    $
    137,464
    
    
    
    140,137
    
    
    
    143,723
  Free Cash Flow as a percentage of Net Assets (Non-GAAP Measurement)
  33




---



##### Table of Contents



52 Weeks Ended(In thousands)

    
    January 1, 2011Free cash flow / Net assetsNet cash provided by operations

    
    $
    66,116Less capital expenditures

    
    
    (59,295
    )Free cash flow

    
    $
    6,821Strategic project adjustment (trailing 4 quarters)

    
    
    51,950Adjusted free cash flow (trailing 4 quarters)

    
    $
    58,771January 1, 2011
    
    
    January 2, 2010Net assetsTotal assets
    
    $
    1,050,675
    
    
    
    999,536Less current liabilities
    
    
    (293,242
    )
    
    
    (308,509
    )Plus current maturities of long-term
debt and capitalized lease obligations
    
    
    3,159
    
    
    
    4,438Net assets
    
    $
    760,592
    
    
    
    695,465Strategic project adjustment
    
    
    (52,985
    )
    
    
    (9,879
    )Adjusted net assets
    
    $
    707,607
    
    
    
    685,586Average net assets (simple average)
    
    $
    728,029Adjusted average net assets (simple average)
    
    $
    696,597Free cash flow/ net assets
    
    
    0.9
    %Free cash flow/ net assets (ex. strategic projects)
    
    
    8.4
    %
  Derivative Instruments
   34




---



##### Table of Contents



Notional
    
    Effective Date
    
    Termination Date
    
    Fixed Rate$10,000
    
    
    10/15/2010
    
    
    
    10/15/2011
    
    
    
    3.49
    %
 Notional
    
    Effective Date
    
    Termination Date
    
    Fixed Rate$7,500
    
    
    10/15/2010
    
    
    
    10/15/2011
    
    
    
    3.38
    %
    Off-Balance Sheet Arrangements
  Critical Accounting Policies
   Customer Exposure and Credit Risk
 35




---



##### Table of Contents



Allowance for Doubtful Accounts  Methodology.
  Lease Commitments.
  Guarantees of Debt and Lease Obligations of Others.
   36




---



##### Table of Contents



Impairment of Long-Lived Assets
   Goodwill
    37




---



##### Table of Contents



Income Taxes
    38




---



##### Table of Contents



Reserves for Self Insurance
 
 Vendor Allowances and Credits
  Share-based Compensation
  39




---



##### Table of Contents



New Accounting Standards
  Improving Disclosures about Fair Value Measurements
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    January 1, 2011Fair(in millions, except rates)
    
    Value
    
    Total
    
    2011
    
    2012
    
    2013
    
    2014
    
    2015
    
    ThereafterDebt with variable interest rate:Principal payable
    
    $
    154.1
    
    
    $
    154.1
    
    
    $
    
    
    
    $
    
    
    
    $
    154.1
    
    
    $
    
    
    
    $
    
    
    
    $
    Average variable rate payable
    
    
    
    
    
    
    2.6
    %
    
    
    
    
    
    
    
    
    
    
    2.6
    %Debt with fixed interest rates:Principal payable
    
    $
    151.5
    
    
    $
    138.8
    
    
    $
    0.7
    
    
    $
    0.7
    
    
    $
    0.7
    
    
    $
    
    
    
    $
    
    
    
    $
    136.7Average fixed rate payable
    
    
    
    
    
    
    3.5
    %
    
    
    6.0
    %
    
    
    6.2
    %
    
    
    6.1
    %
    
    
    5.6
    %
    
    
    
    
    
    
    3.5
    %
 40




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Report of Independent Registered Public Accounting Firm
 
      
 41




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 42




---



##### Table of Contents



NASH FINCH COMPANY AND SUBSIDIARIES
 
 Consolidated Statements of Income
 (In thousands, except per share amounts)
 Fiscal years ended January 1, 2011,January 2, 2010 and January 3, 2009
    
    2010
    
    
    2009
    
    
    2008Sales
    
    $
    4,991,979
    
    
    $
    5,212,655
    
    
    $
    4,633,494Cost of sales
    
    
    4,591,191
    
    
    
    4,793,967
    
    
    
    4,226,545Gross profit
    
    
    400,788
    
    
    
    418,688
    
    
    
    406,949Other costs and expenses:Selling, general and administrative
    
    
    269,140
    
    
    
    287,328
    
    
    
    288,263Special charges
    
    
    
    
    
    
    6,020
    
    
    
    Gain on acquisition of a business
    
    
    
    
    
    
    (6,682
    )
    
    
    Gain on litigation settlement
    
    
    
    
    
    
    (7,630
    )
    
    
    Goodwill impairment
    
    
    
    
    
    
    50,927
    
    
    
    Depreciation and amortization
    
    
    36,119
    
    
    
    40,603
    
    
    
    38,429Interest expense
    
    
    23,403
    
    
    
    24,372
    
    
    
    26,466Total other costs and expenses
    
    
    328,662
    
    
    
    394,938
    
    
    
    353,158Earnings before income taxes
    
    
    72,126
    
    
    
    23,750
    
    
    
    53,791Income tax expense
    
    
    21,185
    
    
    
    20,972
    
    
    
    20,646Net earnings
    
    $
    50,941
    
    
    $
    2,778
    
    
    $
    33,145Net earnings per share:Basic
    
    $
    3.97
    
    
    $
    0.21
    
    
    $
    2.57Diluted
    
    
    3.86
    
    
    
    0.21
    
    
    
    2.52Declared dividends per common share
    
    $
    0.72
    
    
    $
    0.72
    
    
    $
    0.72Weighted average number of common shares
outstanding and common equivalent shares outstanding:Basic
    
    
    12,819
    
    
    
    13,007
    
    
    
    12,886Diluted
    
    
    13,186
    
    
    
    13,378
    
    
    
    13,161
  43




---



##### Table of Contents



NASH FINCH COMPANY AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 (In thousands, except per share amounts)
 January 1, 2011
    
    
    January 2, 2010AssetsCurrent Assets:Cash
    
    $
    830
    
    
    $
    830Accounts and notes receivable, net
    
    
    233,436
    
    
    
    250,767Inventories
    
    
    333,146
    
    
    
    285,443Prepaid expenses and other
    
    
    15,817
    
    
    
    11,410Deferred tax assets
    
    
    8,281
    
    
    
    9,366Total current assets
    
    
    591,510
    
    
    
    557,816Notes receivable, net
    
    
    20,350
    
    
    
    23,343Property, plant and equipment:Property, plant and equipment
    
    
    649,256
    
    
    
    637,167Less accumulated depreciation and amortization
    
    
    (409,190
    )
    
    
    (422,529
    )Net property, plant and equipment
    
    
    240,066
    
    
    
    214,638Goodwill
    
    
    167,166
    
    
    
    166,545Customer contracts & relationships, net
    
    
    18,133
    
    
    
    21,062Investment in direct financing leases
    
    
    2,948
    
    
    
    3,185Other assets
    
    
    10,502
    
    
    
    12,947Total assets
    
    $
    1,050,675
    
    
    $
    999,536Liabilities and Stockholders EquityCurrent liabilities:Current maturities of long-term debt and capitalized lease obligations
    
    $
    3,159
    
    
    $
    4,438Accounts payable
    
    
    230,082
    
    
    
    240,483Accrued expenses
    
    
    60,001
    
    
    
    60,524Income taxes payable
    
    
    
    
    
    
    3,064Total current liabilities
    
    
    293,242
    
    
    
    308,509Long-term debt
    
    
    292,266
    
    
    
    257,590Capital lease obligations
    
    
    18,920
    
    
    
    21,442Deferred tax liability, net
    
    
    36,344
    
    
    
    19,323Other liabilities
    
    
    32,899
    
    
    
    42,113Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock  no par valueAuthorized 500 shares; none issued
    
    
    
    
    
    
    Common stock of $1.66 2/3 par valueAuthorized 50,000 shares, issued 13,677 and 13,675 shares, respectively
    
    
    22,796
    
    
    
    22,792Additional paid-in capital
    
    
    114,799
    
    
    
    106,705Common stock held in trust
    
    
    (1,213
    )
    
    
    (2,342
    )Deferred compensation obligations
    
    
    1,213
    
    
    
    2,342Accumulated other comprehensive loss
    
    
    (10,984
    )
    
    
    (10,756
    )Retained earnings
    
    
    303,584
    
    
    
    261,821Common stock in treasury, 1,569 and 863 shares, respectively
    
    
    (53,191
    )
    
    
    (30,003
    )Total stockholders equity
    
    
    377,004
    
    
    
    350,559Total liabilities and stockholders equity
    
    $
    1,050,675
    
    
    $
    999,536
  44




---



##### Table of Contents



NASH FINCH COMPANY AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 (In thousands)
 2010
    
    2009
    
    2008Fiscal Years Ended January 1, 2011, January 2, 2010 and January 3, 2009Operating activities:Net earnings
    
    $
    50,941
    
    
    $
    2,778
    
    
    $
    33,145Adjustments to reconcile net earnings to net cash provided by operating activities:Special charges  non cash portion
    
    
    
    
    
    
    6,020
    
    
    
    Impairment of retail goodwill
    
    
    
    
    
    
    50,927
    
    
    
    Gain on acquisition of a business
    
    
    
    
    
    
    (6,682
    )
    
    
    Gain on litigation settlement
    
    
    
    
    
    
    (7,630
    )
    
    
    Depreciation and amortization
    
    
    36,119
    
    
    
    40,603
    
    
    
    38,429Amortization of deferred financing costs
    
    
    1,834
    
    
    
    1,779
    
    
    
    2,142Non-cash convertible debt interest
    
    
    5,346
    
    
    
    4,944
    
    
    
    4,651Rebateable loans
    
    
    4,096
    
    
    
    4,095
    
    
    
    2,992Provision for (reversal of) bad debts
    
    
    808
    
    
    
    1,411
    
    
    
    (1,292
    )Provision for (reversal of) lease reserves
    
    
    320
    
    
    
    3,136
    
    
    
    (1,832
    )Deferred income tax expense (benefit)
    
    
    12,211
    
    
    
    (10,764
    )
    
    
    3,622Gain on sale of real estate and other
    
    
    (503
    )
    
    
    (137
    )
    
    
    (187
    )LIFO charge (credit)
    
    
    53
    
    
    
    (3,033
    )
    
    
    19,740Asset impairments
    
    
    937
    
    
    
    2,460
    
    
    
    2,555Share-based compensation
    
    
    7,871
    
    
    
    9,084
    
    
    
    8,792Deferred compensation
    
    
    1,075
    
    
    
    1,223
    
    
    
    244Other
    
    
    (753
    )
    
    
    (151
    )
    
    
    (742
    )Changes in operating assets and liabilities, net of effects of acquisitionsAccounts and notes receivable
    
    
    14,659
    
    
    
    (6,250
    )
    
    
    17,430Inventories
    
    
    (47,756
    )
    
    
    21,143
    
    
    
    (31,489
    )Prepaid expenses
    
    
    1,913
    
    
    
    (1,081
    )
    
    
    839Accounts payable
    
    
    (9,963
    )
    
    
    (8,178
    )
    
    
    (1,037
    )Accrued expenses
    
    
    809
    
    
    
    (12,367
    )
    
    
    3,970Income taxes payable
    
    
    (9,384
    )
    
    
    6,854
    
    
    
    13,048Other assets and liabilities
    
    
    (4,517
    )
    
    
    2,189
    
    
    
    (3,021
    )Net cash provided by operating activities
    
    
    66,116
    
    
    
    102,373
    
    
    
    111,999Investing activities:Disposal of property, plant and equipment
    
    
    783
    
    
    
    830
    
    
    
    438Additions to property, plant and equipment
    
    
    (59,295
    )
    
    
    (30,402
    )
    
    
    (31,955
    )Business acquired, net of cash
    
    
    
    
    
    
    (78,056
    )
    
    
    (6,566
    )Loans to customers
    
    
    (1,368
    )
    
    
    (2,350
    )
    
    
    (24,050
    )Payments from customers on loans
    
    
    2,366
    
    
    
    4,769
    
    
    
    1,588Corporate-owned life insurance, net
    
    
    (427
    )
    
    
    (461
    )
    
    
    131Other
    
    
    3
    
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (57,938
    )
    
    
    (105,670
    )
    
    
    (60,414
    )Financing activities:Proceeds from revolving debt
    
    
    30,000
    
    
    
    30,500
    
    
    
    87,300Dividends paid
    
    
    (8,930
    )
    
    
    (9,239
    )
    
    
    (9,229
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    196
    
    
    
    329Proceeds from employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    238Repurchase of common stock
    
    
    (21,970
    )
    
    
    (1,017
    )
    
    
    (14,348
    )Payments of long-term debt
    
    
    (628
    )
    
    
    (595
    )
    
    
    (119,255
    )Payments of capitalized lease obligations
    
    
    (3,529
    )
    
    
    (3,436
    )
    
    
    (3,639
    )Increase (decrease) in outstanding checks
    
    
    (3,083
    )
    
    
    (10,065
    )
    
    
    9,951Payments of deferred financing costs
    
    
    
    
    
    
    (2,874
    )
    
    
    (3,573
    )Tax benefit from exercise of stock options
    
    
    (38
    )
    
    
    (167
    )
    
    
    603Net cash provided by (used in) financing activities
    
    
    (8,178
    )
    
    
    3,303
    
    
    
    (51,623
    )Net increase (decrease) in cash
    
    
    
    
    
    
    6
    
    
    
    (38
    )Cash at beginning of year
    
    
    830
    
    
    
    824
    
    
    
    862Cash at end of year
    
    $
    830
    
    
    $
    830
    
    
    $
    824Supplemental disclosure of cash flow information:Non cash investing and financing activities
Acquisition of minority interest
    
    $
    
    
    
    $
    
    
    
    $
    64
  45




---



##### Table of Contents



NASH FINCH COMPANY
 
 Consolidated Statements of Stockholders Equity
 (In thousands, except per share amounts)
 AccumulatedCommon stock
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    other
    
    
    
    
    
    
    TotalFiscal years ended January 1, 2011,
    
    (shares
    
    
    Common
    
    
    paid-in
    
    
    Retained
    
    
    comprehensive
    
    
    Treasury
    
    
    stockholdersJanuary 2, 2010 and January 3, 2009
    
    outstanding)
    
    
    stock
    
    
    capital
    
    
    earnings
    
    
    income (loss)
    
    
    stock
    
    
    equityBalance at December 29, 2007
    
    
    13,125
    
    
    $
    22,599
    
    
    $
    84,658
    
    
    $
    244,915
    
    
    $
    (5,092
    )
    
    $
    (15,479
    )
    
    $
    331,601Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,145
    
    
    
    
    
    
    
    
    
    
    
    33,145Other comprehensive income:Deferred loss on hedging
activities, net of tax of ($745)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,165
    )
    
    
    
    
    
    
    (1,165
    )Minimum pension liability
adjustment, net of tax of ($2,710)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,239
    )
    
    
    
    
    
    
    (4,239
    )Minimum other post-retirement
liability adjustment, net of tax of
($243)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (380
    )
    
    
    
    
    
    
    (380
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,361Dividends declared of $.72 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,229
    )
    
    
    
    
    
    
    
    
    
    
    (9,229
    )Share-based compensation
    
    
    
    
    
    
    3
    
    
    
    8,871
    
    
    
    (269
    )
    
    
    
    
    
    
    338
    
    
    
    8,943Share-based compensation modified from
liability to equity based
    
    
    
    
    
    
    
    
    
    
    3,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,412Common stock issued upon exercise of options
    
    
    23
    
    
    
    26
    
    
    
    415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441Common stock issued for employee purchase plan
    
    
    8
    
    
    
    13
    
    
    
    224
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237Common stock issued for performance units
    
    
    77
    
    
    
    135
    
    
    
    (135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of shares
    
    
    (415
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,348
    )
    
    
    (14,348
    )Forfeiture of restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Tax benefit associated with compensation plans
    
    
    
    
    
    
    
    
    
    
    603
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    603Balance at January 3, 2009
    
    
    12,818
    
    
    
    22,776
    
    
    
    98,048
    
    
    
    268,562
    
    
    
    (10,876
    )
    
    
    (29,490
    )
    
    
    349,020Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,778
    
    
    
    
    
    
    
    
    
    
    
    2,778Other comprehensive income:Deferred loss on hedging
activities, net of tax of $304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    475
    
    
    
    
    
    
    
    475Minimum pension liability
adjustment, net of tax of ($194)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (303
    )
    
    
    
    
    
    
    (303
    )Minimum other post-retirement
liability adjustment, net of tax of
($33)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    
    
    
    
    (52
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,898Dividends declared of $.72 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,239
    )
    
    
    
    
    
    
    
    
    
    
    (9,239
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    8,045
    
    
    
    (280
    )
    
    
    
    
    
    
    504
    
    
    
    8,269Stock appreciation rights
    
    
    
    
    
    
    
    
    
    
    599
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    599Common stock issued upon exercise of options
    
    
    8
    
    
    
    13
    
    
    
    183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196Common stock issued for performance units
    
    
    1
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of shares
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,017
    )
    
    
    (1,017
    )Tax benefit associated with compensation plans
    
    
    
    
    
    
    
    
    
    
    (167
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (167
    )Balance at January 2, 2010
    
    
    12,812
    
    
    
    22,792
    
    
    
    106,705
    
    
    
    261,821
    
    
    
    (10,756
    )
    
    
    (30,003
    )
    
    
    350,559Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,941
    
    
    
    
    
    
    
    
    
    
    
    50,941Other comprehensive income:Deferred loss on hedging
activities, net of tax of $272
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    426
    
    
    
    
    
    
    
    426Minimum pension liability
adjustment, net of tax of ($434)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (679
    )
    
    
    
    
    
    
    (679
    )Minimum other post-retirement
liability adjustment, net of tax of
$16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    25Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,713Dividends declared of $.72 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,930
    )
    
    
    
    
    
    
    
    
    
    
    (8,930
    )Share-based compensation
    
    
    24
    
    
    
    
    
    
    
    7,566
    
    
    
    (248
    )
    
    
    
    
    
    
    793
    
    
    
    8,111Stock appreciation rights
    
    
    
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570Common stock issued for performance units
    
    
    
    
    
    
    4
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock transferred from rabbi trust
    
    
    (85
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,200
    )
    
    
    (1,200
    )Repurchase of shares
    
    
    (643
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,781
    )
    
    
    (22,781
    )Tax benefit associated with compensation plans
    
    
    
    
    
    
    
    
    
    
    (38
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38
    )Balance at January 1, 2011
    
    
    12,108
    
    
    $
    22,796
    
    
    $
    114,799
    
    
    $
    303,584
    
    
    $
    (10,984
    )
    
    $
    (53,191
    )
    
    $
    377,004
  46




---



##### Table of Contents



(1) Summary of Significant Accounting Policies
 Fiscal Year
  Principles of Consolidation
  Reclassification
  Cash and Cash Equivalents
  Accounts and Notes Receivable
  Revenue Recognition
    47




---



##### Table of Contents



Cost of sales
  Vendor Allowances and Credits
  Inventories
  Capitalization, Depreciation and Amortization
    48




---



##### Table of Contents



January 1,
    
    
    January 2,2011
    
    
    2010Land
    
    $
    21,486
    
    
    $
    18,876Buildings and improvements
    
    
    235,096
    
    
    
    214,959Furniture, fixtures and equipment
    
    
    286,708
    
    
    
    289,713Leasehold improvements
    
    
    58,805
    
    
    
    61,026Construction in progress
    
    
    13,575
    
    
    
    5,928Assets under capitalized leases
    
    
    33,586
    
    
    
    46,665649,256
    
    
    
    637,167Accumulated depreciation and amortization
    
    
    (409,190
    )
    
    
    (422,529
    )Net property, plant and equipment
    
    $
    240,066
    
    
    $
    214,638
 Impairment of Long-Lived Assets
  Reserves for Self-Insurance
  Goodwill and Intangible Assets
  49




---



##### Table of Contents



50




---



##### Table of Contents



Food(in thousands)
    
    Military
    
    
    Distribution
    
    
    Retail
    
    
    TotalGoodwill as of January 3 , 2009
    
    $
    25,754
    
    
    $
    121,863
    
    
    $
    70,797
    
    
    $
    218,414Retail store closures
    
    
    
    
    
    
    
    
    
    
    (942
    )
    
    
    (942
    )Retail goodwill impairment
    
    
    
    
    
    
    
    
    
    
    (50,927
    )
    
    
    (50,927
    )Goodwill as of January 2, 2010
    
    
    25,754
    
    
    
    121,863
    
    
    
    18,928
    
    
    
    166,545Food distribution to military revision
    
    
    8,885
    
    
    
    (8,885
    )
    
    
    
    
    
    
    Retail store buy-out agreement
    
    
    
    
    
    
    
    
    
    
    621
    
    
    
    621Goodwill as of January 1, 2011
    
    $
    34,639
    
    
    $
    112,978
    
    
    $
    19,549
    
    
    $
    167,166
  January 1, 2011Gross
    
    
    
    
    
    Net
    
    EstimatedCarrying
    
    Accum.
    
    Carrying
    
    LifeValue
    
    Amort.
    
    Amount
    
    (years)Customer contracts and relationships
    
    $
    42,317
    
    
    $
    (24,184
    )
    
    $
    18,133
    
    
    
    10-20
 January 2, 2010Gross
    
    
    
    
    
    Net
    
    EstimatedCarrying
    
    Accum.
    
    Carrying
    
    LifeValue
    
    Amort.
    
    Amount
    
    (years)Customer contracts and relationships
    
    $
    42,798
    
    
    $
    (21,736
    )
    
    $
    21,062
    
    
    
    10-20
  January 1, 2011Gross
    
    
    
    
    
    Net
    
    EstimatedCarrying
    
    Accum.
    
    Carrying
    
    LifeValue
    
    Amort.
    
    Amount
    
    (years)Franchise agreements
    
    $
    2,694
    
    
    $
    (1,501
    )
    
    $
    1,193
    
    
    
    17-25Non-compete agreements
    
    
    346
    
    
    
    (167
    )
    
    
    179
    
    
    
    4-10Pharmacy scripts
    
    
    1,134
    
    
    
    (600
    )
    
    
    534
    
    
    
    5License agreements
    
    
    53
    
    
    
    (29
    )
    
    
    24
    
    
    
    5
 January 2, 2010Gross
    
    
    
    
    
    Net
    
    EstimatedCarrying
    
    Accum.
    
    Carrying
    
    LifeValue
    
    Amort.
    
    Amount
    
    (years)Franchise agreements
    
    $
    2,754
    
    
    $
    (1,410
    )
    
    $
    1,344
    
    
    
    5-25Non-compete agreements
    
    
    696
    
    
    
    (453
    )
    
    
    243
    
    
    
    4-10Pharmacy scripts
    
    
    1,064
    
    
    
    (379
    )
    
    
    685
    
    
    
    5License agreements
    
    
    660
    
    
    
    (571
    )
    
    
    89
    
    
    
    1-5
  51




---



##### Table of Contents



Income Taxes
     Financial Instruments
   Share-based compensation
  Comprehensive Income
 52




---



##### Table of Contents



Use of Estimates
  New Accounting Standards
  Improving Disclosures about Fair Value Measurements
 (2) Acquisition
  Business Combinations
  53




---



##### Table of Contents



As of January 31, 2009(in thousands)Cash and cash equivalents
    
    $
    47Accounts receivable
    
    
    61,285Inventories
    
    
    42,061Prepaid expenses and other
    
    
    210Property, plant and equipment
    
    
    30,294Other assets
    
    
    890Total identifiable assets acquired
    
    
    134,787Current liabilities
    
    
    43,114Accrued expenses
    
    
    1,162Deferred tax liability, net
    
    
    4,272Other long-term liabilities
    
    
    1,456Total liabilities assumed
    
    
    50,004Net assets acquired
    
    $
    84,783
    Supplemental pro forma financial information
  54




---



##### Table of Contents



52 Weeks Ended
    
    53 Weeks EndedJanuary 2,
    
    January 3,(in thousands, except per share data)
    
    2010
    
    2009Total revenues
    
    $
    5,274,945
    
    
    
    5,348,799Net earnings
    
    
    2,944
    
    
    
    36,096Basic earnings per share
    
    
    0.23
    
    
    
    2.80Diluted earnings per share
    
    
    0.22
    
    
    
    2.74
 (3) Vendor Allowances and Credits
     (4) Special Charges
  55




---



##### Table of Contents



(5) Long-Lived Asset Impairment Charges
 
 (6) Accounts and Notes Receivable
  (in thousands)
    
    2010
    
    
    2009Customer notes receivable, current
    
    $
    5,364
    
    
    $
    7,227Customer accounts receivable
    
    
    218,050
    
    
    
    229,884Other receivables
    
    
    15,753
    
    
    
    18,769Allowance for doubtful accounts
    
    
    (5,731
    )
    
    
    (5,113
    )Net current accounts and notes receivable
    
    $
    233,436
    
    
    $
    250,767Long-term customer notes receivable
    
    $
    20,811
    
    
    $
    23,917Allowance for doubtful accounts
    
    
    (461
    )
    
    
    (574
    )Net long-term notes receivable
    
    $
    20,350
    
    
    $
    23,343
  (7) Long-term Debt and Bank Credit Facilities
  (In thousands)
    
    2010
    
    
    2009Asset-backed credit agreement:Revolving credit
    
    $
    154,100
    
    
    
    124,100Senior subordinated convertible debt, 3.50% due in 2035
    
    
    136,710
    
    
    
    131,364Industrial development bonds, 5.60% to 5.75% due in various installments through 2014
    
    
    1,830
    
    
    
    2,365Notes payable and mortgage notes, 7.95% due in various installments through 2013
    
    
    296
    
    
    
    388Total debt
    
    
    292,936
    
    
    
    258,217Less current maturities
    
    
    (670
    )
    
    
    (627
    )Long-term debt
    
    $
    292,266
    
    
    
    257,590
 Asset-backed Credit Agreement
  56




---



##### Table of Contents



Senior Subordinated Convertible Debt
    57




---



##### Table of Contents



(1)
    
    if the closing price of our stock reaches a specified threshold (currently
$63.64) for a specified period of time,(2)
    
    if the notes are called for redemption,(3)
    
    if specified corporate transactions or distributions to the holders of our
common stock occur,(4)
    
    if a change in control occurs or,(5)
    
    during the ten trading days prior to, but not on, the maturity date.
    Industrial Development Bonds and Mortgages
  Maturities of Long-term Debt
  2011
    
    $
    6702012
    
    
    7042013
    
    
    154,8122014
    
    
    402015
    
    
    Thereafter
    
    
    136,710Total
    
    $
    292,936
  (8) Derivative Instruments
  58




---



##### Table of Contents



Notional
    
    Effective Date
    
    Termination Date
    
    Fixed Rate$10,000
    
    
    10/15/2010
    
    
    
    10/15/2011
    
    
    
    3.49
    %
 Notional
    
    Effective Date
    
    Termination Date
    
    Fixed Rate$7,500
    
    
    10/15/2010
    
    
    
    10/15/2011
    
    
    
    3.38
    %
  January(In thousands, except percentages)
    
    1, 2011Notional amount (pay fixed/receive variable)
    
    $
    17,500Fair value liability
    
    
    (433
    )Average receive rate for effective swaps
    
    
    0.3
    %Average pay rate for effective swaps
    
    
    3.4
    %
 January(In thousands, except percentages)
    
    2, 2010Notional amount (pay fixed/receive variable)
    
    $
    35,000Fair value liability
    
    
    (1,132
    )Average receive rate for effective swaps
    
    
    2.6
    %Average pay rate for effective swaps
    
    
    3.4
    %
   59




---



##### Table of Contents



(9) Income Taxes
 Income tax expense is made up of the following components:
 (in thousands)
    
    2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    6,268
    
    
    $
    27,382
    
    
    $
    12,414State
    
    
    783
    
    
    
    3,231
    
    
    
    1,656Tax credits
    
    
    (400
    )
    
    
    (268
    )
    
    
    (130
    )Deferred:Federal
    
    
    13,154
    
    
    
    (8,271
    )
    
    
    6,284State
    
    
    1,380
    
    
    
    (1,102
    )
    
    
    422Total
    
    $
    21,185
    
    
    $
    20,972
    
    
    $
    20,646
  2010
    
    
    2009
    
    
    2008Federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State taxes, net of federal income tax benefit
    
    
    3.7
    %
    
    
    4.7
    %
    
    
    4.0
    %Non-deductible goodwill
    
    
    0.0
    %
    
    
    73.6
    %
    
    
    0.0
    %Change in tax contingencies
    
    
    (8.0
    )%
    
    
    4.4
    %
    
    
    1.1
    %Gain on litigation settlement
    
    
    0.0
    %
    
    
    (12.7
    )%
    
    
    0.0
    %Gain on acquisition of a business
    
    
    0.0
    %
    
    
    (11.2
    )%
    
    
    0.0
    %Federal refund claim
    
    
    0.0
    %
    
    
    (6.8
    )%
    
    
    0.0
    %Other, net
    
    
    (1.3
    )%
    
    
    1.3
    %
    
    
    (1.7
    )%Effective tax rate
    
    
    29.4
    %
    
    
    88.3
    %
    
    
    38.4
    %
  60




---



##### Table of Contents



January 1,
    
    
    January 2,(in thousands)
    
    2011
    
    
    2010Deferred tax assets:Compensation related accruals
    
    $
    19,566
    
    
    $
    16,812Reserve for bad debts
    
    
    2,440
    
    
    
    2,264Reserve for store shutdown and special charges
    
    
    1,024
    
    
    
    1,438Workers compensation accruals
    
    
    3,493
    
    
    
    3,243Pension accruals
    
    
    7,030
    
    
    
    6,540Reserve for future rents
    
    
    2,671
    
    
    
    3,608Other
    
    
    4,505
    
    
    
    3,216Total deferred tax assets
    
    
    40,729
    
    
    
    37,121Deferred tax liabilities:Property, plant and equipment
    
    
    11,995
    
    
    
    5,120Intangible assets
    
    
    21,899
    
    
    
    17,337Inventories
    
    
    12,407
    
    
    
    8,263Convertible debt interest
    
    
    23,022
    
    
    
    21,296Other
    
    
    572
    
    
    
    2,059Total deferred tax liabilities
    
    
    69,895
    
    
    
    54,075Net deferred tax liability
    
    $
    (29,166
    )
    
    $
    (16,954
    )
     61




---



##### Table of Contents



($ in thousands)Unrecognized tax benefits  opening balance at 1/03/10
    
    $
    11,905Increases related to current year tax period
    
    
    3,409Decreases related to current year tax periods
    
    
    (2,288
    )Decreases related to prior year tax periods
    
    
    (7,779
    )Lapse of statute of limitations
    
    
    (3,500
    )Unrecognized tax benefits  ending balance 1/01/11
    
    $
    1,747
 ($ in thousands)Unrecognized tax benefits  opening balance at 1/04/09
    
    $
    9,438Increases related to current year tax period
    
    
    2,706Lapse of statute of limitations
    
    
    (239
    )Unrecognized tax benefits  ending balance 1/02/10
    
    $
    11,905
    (10) Share-based Compensation Plans
    62




---



##### Table of Contents




    
    2007 LTIP Plan: The Committee amended the definition of net assets to allow
for the impact on net assets resulting from the Companys decision to expend strategic
capital. Net Assets is defined in the amended Plan as: Net Assets means total
assets minus current liabilities, excluding current maturities of long-term debt and
capitalized lease obligations and further adjusted by (x) subtracting the additions of
Strategic Project PP&E and Strategic Project Working Capital. Strategic Project
means projects of the following type that have been approved by the Committee: (i) all
Strategic Projects identified in the Companys Five-Year Plan dated October 29, 2007;
(ii) new retail store additions; (iii) conversions of current retail stores to a new
format; (iv) conversion of current wholesale distribution centers; (v) new wholesale
distribution centers or additions thereto; (vi) conversion of current distribution
network systems; (vii) conversion of current wholesale or retail pricing and billing
systems; (viii) conversion of current wholesale or retail merchandising systems; (ix)
conversion of vendor income management systems. If a Strategic Project generates
positive Consolidated EBITDA through July 1 of the year placed in service, then the
adjustment for (x) above will not be made. If a Strategic Project first generates
positive Consolidated EBITDA after July 1 of the year placed in service, then the
adjustment for (x) above will be made during that fiscal year only. Net Assets will be
further adjusted upward by the amount of any impairment of goodwill that the Company
records beginning with the affected year during the Measurement Period. In addition,
the Committee amended the definition of Free Cash Flow to provide as follows: Free
Cash Flow
 63




---



##### Table of Contents



means cash provided by operating activities minus additions of property,
plant and equipment (PP&E); and (i) adding back the additions of Strategic Project
PP&E; (ii) adding back Strategic Project Working Capital; and (iii) subtracting
projected Strategic Project Consolidated EBITDA, offset by the associated cash interest
and income taxes. If a Strategic Project generates positive Consolidated EBITDA through
July 1 of the year placed in service, the adjustment for (iii) above will only be made
through July 1 of that year. If a Strategic Project first generates positive
Consolidated EBITDA after July 1 of the year placed in service, then the adjustment for
(iii) above will be made through the first anniversary date of the Strategic Project
being placed in service.
        64




---



##### Table of Contents



65




---



##### Table of Contents



Assumptions - SARs Valuation
    
    2008Weighted-average risk-free interest rate
    
    
    1.37
    %Expected dividend yield
    
    
    1.86
    %Expected volatility
    
    
    35
    %Exercise price
    
    $
    38.44Market vesting price (90 consecutive market days at or above this price)
    
    $
    55.00Contractual term
    
    5.1 years
  Weighted
    
    
    
    
    
    WeightedService
    
    Average
    
    Performance
    
    AverageBased
    
    Remaining
    
    Based Grants
    
    RemainingGrants
    
    Restriction/
    
    (LTIP &
    
    Restriction/(Board Units
    
    Vesting
    
    Performance
    
    Vesting(in thousands, except per share amounts)
    
    and RSUs)
    
    Period
    
    RSUs)
    
    PeriodOutstanding at January 2, 2010
    
    
    606.8
    
    
    
    1.0
    
    
    
    408.1
    
    
    
    1.0Granted
    
    
    40.1
    
    
    
    
    
    
    
    123.7Forfeited/cancelled
    
    
    
    
    
    
    
    
    
    
    (11.9
    )Exercised/units settled
    
    
    (49.0
    )
    
    
    
    
    
    
    (102.1
    )Shares deferred upon vesting/settlement &
dividend equivalents on deferred shares*
    
    
    48.6
    
    
    
    
    
    
    
    151.0Outstanding at January 1, 2011
    
    
    646.5
    
    
    
    0.6
    
    
    
    568.8
    
    
    
    0.7Shares expected to vest**
    
    
    641.4
    
    
    
    1.6
    
    
    
    205.0
    
    
    
    2.1Exercisable/unrestricted at January 2, 2010
    
    
    273.6
    
    
    
    
    
    
    
    102.1Exercisable/unrestricted at January 1, 2011
    
    
    322.1
    
    
    
    
    
    
    
    323.7
 
 *
    
    Shares deferred upon vesting/settlement above are net of the performance adjustment factor
applied to the units settled for the participants that deferred shares as provided in the plan. WeightedStock
    
    
    AverageAppreciation
    
    
    Base/Exercise(in thousands, except per share amounts)
    
    Rights
    
    
    Price Per SAROutstanding at January 2, 2010
    
    
    267.3
    
    
    $
    38.44Granted
    
    
    Exercised/restrictions lapsed
    
    
    Forfeited/cancelled
    
    
    Outstanding at January 1, 2011
    
    
    267.3
    
    
    
    38.44Shares expected to vest**
    
    
    240.6
    
    
    
    38.44Exercisable/unrestricted at January 2, 2010
    
    
    Exercisable/unrestricted at January 1, 2011
    
    
    
 66




---



##### Table of Contents



**
    
    The shares expected to vest in the above tables represent the following: For all grants,
gross units outstanding less managements estimate of forfeitures due to termination of employment
prior to vesting. For RSUs under Performance Based Grants that include a performance vesting
condition based on a Nash Finch specific internal target, the number of shares expected to be paid
based on managements current expectation of achieving the target. Note that the shares expected
to vest for LTIP does not include an estimate of the adjustment factor upon settlement which is
partially dependent on external factors (the Companys results on plan performance metrics versus
its peer group). Note that shares expected to vest for SARs does not factor probability of
achieving the market condition required for vesting.   Performance
    
    WeightedService Based
    
    Weighted
    
    Based Grants
    
    Average FairGrants (Board
    
    Average Fair
    
    (LTIP &
    
    Value atUnits and
    
    Value at Date
    
    Performance
    
    Date of(in thousands, except per share amounts)
    
    RSUs)
    
    of Grant
    
    RSUs)
    
    GrantNon-vested at January 2, 2010
    
    
    333.2
    
    
    $
    29.39
    
    
    
    237.5
    
    
    $
    36.32Granted
    
    
    40.1
    
    
    
    
    
    
    
    123.7Vested/restrictions lapsed
    
    
    (49.0
    )
    
    
    
    
    
    
    (104.1
    )Forfeited/cancelled
    
    
    
    
    
    
    
    
    
    
    (11.9
    )Non-vested at January 1, 2011
    
    
    324.3
    
    
    $
    29.65
    
    
    
    245.2
    
    
    $
    35.02
 WeightedStock
    
    Average FairAppreciation
    
    Value at Date(in thousands, except per share amounts)
    
    Rights
    
    of GrantNon-vested at January 2, 2010
    
    
    267.3
    
    
    $
    8.44Granted
    
    
    
    
    
    
    Vested/restrictions lapsed
    
    
    
    
    
    
    Forfeited/cancelled
    
    
    
    
    
    
    Non-vested at January 1, 2011
    
    
    267.3
    
    
    $
    8.44
   67




---



##### Table of Contents



(11) Earnings per Share
  (in thousands, except per share amounts)
    
    2010
    
    
    2009
    
    
    2008Numerator:Net earnings
    
    $
    50,941
    
    
    $
    2,778
    
    
    $
    33,145Denominator:Denominator for basic earnings per share (weighted-average shares)
    
    
    12,819
    
    
    
    13,007
    
    
    
    12,886Effect of dilutive options and awards
    
    
    367
    
    
    
    371
    
    
    
    275Denominator for diluted earnings per share (adjusted weighted-average shares)
    
    
    13,186
    
    
    
    13,378
    
    
    
    13,161Basic earnings per share
    
    $
    3.97
    
    
    $
    0.21
    
    
    $
    2.57Diluted earnings per share
    
    $
    3.86
    
    
    $
    0.21
    
    
    $
    2.52
   Fiscal
    
    Fiscal
    
    Fiscal(in thousands)
    
    2010
    
    2009
    
    2008LTIP
    
    
    150
    
    
    
    211
    
    
    
    121RSUs
    
    
    217
    
    
    
    160
    
    
    
    150
 68




---



##### Table of Contents



(12) Leases
 
 (in thousands)
    
    2010
    
    
    2009Building and improvements
    
    $
    33,586
    
    
    $
    46,665Less accumulated amortization
    
    
    (14,089
    )
    
    
    (26,015
    )Net assets under capitalized leases
    
    $
    19,497
    
    
    $
    20,650
  (in thousands)
    
    Operating Leases
    
    
    Capital Leases2011
    
    $
    20,517
    
    
    $
    4,8262012
    
    
    17,432
    
    
    
    4,7032013
    
    
    14,904
    
    
    
    4,0972014
    
    
    11,297
    
    
    
    3,4942015
    
    
    7,697
    
    
    
    3,265Thereafter
    
    
    14,957
    
    
    
    13,027Total minimum lease payments
    
    $
    86,804
    
    
    $
    33,412Less imputed interest (rates ranging from 8.3% to 24.6%)
    
    
    
    
    
    
    12,003Present value of net minimum lease payments
    
    
    
    
    
    
    21,409Less current maturities
    
    
    
    
    
    
    (2,489
    )Capitalized lease obligations
    
    
    
    
    
    $
    18,920
  (in thousands)
    
    2010
    
    
    2009
    
    
    2008Total rentals
    
    $
    38,859
    
    
    $
    41,318
    
    
    $
    40,822Less: real estate taxes, insurance and other occupancy costs
    
    
    (2,716
    )
    
    
    (2,881
    )
    
    
    (3,614
    )Minimum rentals
    
    
    36,143
    
    
    
    38,437
    
    
    
    37,208Contingent rentals
    
    
    (78
    )
    
    
    (34
    )
    
    
    (108
    )Sublease rentals
    
    
    (6,881
    )
    
    
    (7,450
    )
    
    
    (8,611
    )$
    29,184
    
    
    $
    30,953
    
    
    $
    28,489
  (13) Concentration of Credit Risk
  69




---



##### Table of Contents



(14) Fair Value of Financial Instruments
       Other Financial Assets and Liabilities
   70




---



##### Table of Contents



Non-Financial Assets
  (15) Commitments and Contingencies
 Roundys Supermarkets, Inc. v. Nash Finch
   Other
  (16) Long-Term Compensation Plans
  71




---



##### Table of Contents



.
 (17) Pension and Other Post-retirement Benefits
    72




---



##### Table of Contents



Other Post-retirement(in thousands)
    
    Pension
    
    
    Benefits
    
    
    TotalUnrecognized prior service credits
    
    $
    
    
    
    $
    (21
    )
    
    $
    (21
    )Unrecognized actuarial losses (gains)
    
    
    17,800
    
    
    
    (206
    )
    
    
    17,594Unrecognized net periodic cost (benefit)
    
    
    17,800
    
    
    
    (227
    )
    
    
    17,573Less deferred taxes (benefit)
    
    
    (6,942
    )
    
    
    88
    
    
    
    (6,854
    )Total
    
    $
    10,858
    
    
    $
    (139
    )
    
    $
    10,719
  Other Post-retirement(in thousands)
    
    Pension
    
    
    Benefits
    
    
    TotalUnrecognized prior service credits
    
    $
    
    
    
    $
    (52
    )
    
    $
    (52
    )Unrecognized actuarial losses (gains)
    
    
    16,687
    
    
    
    (134
    )
    
    
    16,553Unrecognized net periodic cost (benefit)
    
    
    16,687
    
    
    
    (186
    )
    
    
    16,501Less deferred taxes (benefit)
    
    
    (6,508
    )
    
    
    73
    
    
    
    (6,435
    )Total
    
    $
    10,179
    
    
    $
    (113
    )
    
    $
    10,066
  Other Post-retirement(in thousands)
    
    Pension
    
    
    BenefitsUnrecognized prior service credits
    
    $
    
    
    
    $
    (21
    )Unrecognized actuarial losses (gains)
    
    
    1,576
    
    
    
    (16
    )Total
    
    $
    1,576
    
    
    $
    (37
    )
 Funded Status
  73




---



##### Table of Contents



Pension Benefits
    
    
    Other Post-retirement Benefits(in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Funded StatusProjected benefit obligationBeginning of year
    
    $
    (41,049
    )
    
    $
    (38,564
    )
    
    $
    (761
    )
    
    $
    (845
    )Interest cost
    
    
    (2,211
    )
    
    
    (2,327
    )
    
    
    (39
    )
    
    
    (48
    )Participant contributions
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    (54
    )Actuarial gain (loss)
    
    
    (3,005
    )
    
    
    (3,362
    )
    
    
    78
    
    
    
    3Benefits paid
    
    
    3,140
    
    
    
    3,204
    
    
    
    22
    
    
    
    183End of year
    
    
    (43,125
    )
    
    
    (41,049
    )
    
    
    (744
    )
    
    
    (761
    )Fair value of plan assetsBeginning of year
    
    
    29,652
    
    
    
    28,659
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    2,345
    
    
    
    3,284
    
    
    
    
    
    
    
    Employer contributions
    
    
    905
    
    
    
    913
    
    
    
    (22
    )
    
    
    129Participant contributions
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    54Benefits paid
    
    
    (3,140
    )
    
    
    (3,204
    )
    
    
    (22
    )
    
    
    (183
    )End of year
    
    
    29,762
    
    
    
    29,652
    
    
    
    
    
    
    
    Funded status
    
    
    (13,363
    )
    
    
    (11,397
    )
    
    
    (744
    )
    
    
    (761
    )Accumulated benefit obligation
    
    $
    (43,125
    )
    
    $
    (41,049
    )
    
    $
    (744
    )
    
    $
    (761
    )
  Pension Benefits
    
    
    Other Benefits(in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Current liabilities
    
    $
    
    
    
    $
    
    
    
    $
    (118
    )
    
    $
    (119
    )Non-current liabilities
    
    
    (13,363
    )
    
    
    (11,397
    )
    
    
    (626
    )
    
    
    (642
    )Deferred tax asset (liability)
    
    
    6,942
    
    
    
    6,508
    
    
    
    (88
    )
    
    
    (73
    )Accumulated other comprehensive loss (income)
    
    
    10,858
    
    
    
    10,179
    
    
    
    (139
    )
    
    
    (113
    )Net amount recognized
    
    $
    4,437
    
    
    $
    5,290
    
    
    $
    (971
    )
    
    $
    (947
    )
 Components of net periodic benefit cost (income)
  Pension Benefits
    
    
    Other Benefits(in thousands)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008Interest cost
    
    $
    2,211
    
    
    $
    2,327
    
    
    $
    2,252
    
    
    $
    39
    
    
    $
    48
    
    
    $
    47Expected return on plan assets
    
    
    (1,854
    )
    
    
    (1,790
    )
    
    
    (2,410
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service credits
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (30
    )
    
    
    (82
    )
    
    
    (645
    )Recognized actuarial loss (gain)
    
    
    1,401
    
    
    
    1,370
    
    
    
    539
    
    
    
    (6
    )
    
    
    (5
    )
    
    
    (2
    )Net periodic benefit cost (gain)
    
    $
    1,758
    
    
    $
    1,907
    
    
    $
    379
    
    
    $
    3
    
    
    $
    (39
    )
    
    $
    (600
    )
 Assumptions
  74




---



##### Table of Contents



Pension Benefits
    
    Other Benefits2010
    
    2009
    
    2010
    
    2009Discount rate
    
    
    5.10
    %
    
    
    5.60
    %
    
    
    5.10
    %
    
    
    5.60
    %Rate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  Pension Benefits
    
    Other Benefits2010
    
    2009
    
    2010
    
    2009Discount rate
    
    
    5.6
    %
    
    
    6.3
    %
    
    
    5.6
    %
    
    
    6.3
    %Expected return on plan assets
    
    
    6.5
    %
    
    
    6.5
    %
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  January 1, 2011
    
    January 2, 2010Current year trend rate
    
    
    8.00
    %
    
    
    9.00
    %Ultimate year trend rate
    
    
    5.00
    %
    
    
    5.00
    %Year of ultimate trend rate
    
    
    2014
    
    
    
    2014
  1%
    
    1%Increase
    
    DecreaseEffect on total of service and interest cost components
    
    $
    
    
    
    $
    Effect on post-retirement benefit obligation
    
    
    2
    
    
    
    (2
    )
  Pension Plan Investment Policy, Strategy and Assets
  January 1,
    
    January 2,2011
    
    2010Equity securities
    
    
    34
    %
    
    
    32
    %Debt securities
    
    
    13
    %
    
    
    13
    %Group annuity contract
    
    
    53
    %
    
    
    55
    %Cash
    
    
    0
    %
    
    
    0
    %
 75




---



##### Table of Contents



Pension Plan Investment Valuation
    Investments at fair value - January 1, 2011(in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalEquity securities
    
    $
    9,992
    
    
    $
    
    
    
    $
    
    
    
    $
    9,992Debt securities
    
    
    3,771
    
    
    
    
    
    
    
    
    
    
    
    3,771Group annuity contract
    
    
    
    
    
    
    
    
    
    
    15,999
    
    
    
    15,999Total investments
    
    $
    13,763
    
    
    $
    
    
    
    $
    15,999
    
    
    $
    29,762
 Investments at fair value - January 2, 2010(in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalEquity securities
    
    $
    9,682
    
    
    $
    
    
    
    $
    
    
    
    $
    9,682Debt securities
    
    
    3,841
    
    
    
    
    
    
    
    
    
    
    
    3,841Group annuity contract
    
    
    
    
    
    
    
    
    
    
    16,128
    
    
    
    16,128Cash
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Total investments
    
    $
    13,524
    
    
    $
    
    
    
    $
    16,128
    
    
    $
    29,652
  Group(in thousands)
    
    annuity contractBalance at 1/2/2010
    
    $
    16,128Interest income
    
    
    918Realized gains/(losses)
    
    
    194Purchases, sales, issuances and settlements (net)
    
    
    (1,241
    )Balance at 1/1/2011
    
    $
    15,999
 76




---



##### Table of Contents



Group(in thousands)
    
    annuity contractBalance at 1/3/2009
    
    $
    15,659Interest income
    
    
    975Realized gains/(losses)
    
    
    28Purchases, sales, issuances and settlements (net)
    
    
    (534
    )Balance at 1/2/2010
    
    $
    16,128
   Year
    
    Pension Benefits
    
    
    Other Benefits2011
    
    $
    3,094
    
    
    $
    1182012
    
    
    2,937
    
    
    
    1032013
    
    
    2,876
    
    
    
    922014
    
    
    2,834
    
    
    
    692015
    
    
    2,844
    
    
    
    562016 or later
    
    
    14,592
    
    
    
    189$
    29,177
    
    
    $
    627
 Expected Long-Term Rate of Return
  Employer Contributions
 Pension Plan
  Multi-Employer Plans
   77




---



##### Table of Contents



(18) Segment Information
       78




---



##### Table of Contents



Fiscal 2009As
    
    
    Unallocated Corporate
    
    
    Food Distribution to
    
    
    As(In thousands)
    
    Reported
    
    
    Overhead Revision
    
    
    Military Reclassification
    
    
    adjustedRevenue from external customers:Military
    
    $
    1,985,313
    
    
    
    
    
    
    
    269,082
    
    
    $
    2,254,395Food Distribution
    
    
    2,655,012
    
    
    
    
    
    
    
    (269,082
    )
    
    
    2,385,930Retail
    
    
    572,330
    
    
    
    
    
    
    
    
    
    
    
    572,330Total segment revenue
    
    $
    5,212,655
    
    
    
    
    
    
    
    
    
    
    $
    5,212,655Segment depreciation:Military
    
    $
    5,611
    
    
    
    78
    
    
    
    
    
    
    $
    5,689Food Distribution
    
    
    8,787
    
    
    
    14,441
    
    
    
    
    
    
    
    23,228Retail
    
    
    7,269
    
    
    
    4,417
    
    
    
    
    
    
    
    11,686Total segment depreciation
    
    $
    21,667
    
    
    
    
    
    
    
    
    
    
    $
    40,603Segment assets:Military
    
    $
    221,244
    
    
    
    110,866
    
    
    
    37,091
    
    
    $
    369,201Food Distribution
    
    
    434,040
    
    
    
    100,378
    
    
    
    (37,091
    )
    
    
    497,327Retail
    
    
    95,222
    
    
    
    32,336
    
    
    
    
    
    
    
    127,558Total segment assets
    
    $
    750,506
    
    
    
    
    
    
    
    
    
    
    $
    994,086Segment capital expenditures:Military
    
    $
    10,760
    
    
    
    
    
    
    
    
    
    
    $
    10,760Food Distribution
    
    
    7,705
    
    
    
    5,193
    
    
    
    
    
    
    
    12,898Retail
    
    
    5,301
    
    
    
    1,443
    
    
    
    
    
    
    
    6,744Total segment assets
    
    $
    23,766
    
    
    
    
    
    
    
    
    
    
    $
    30,402Segment profit:Military
    
    $
    49,717
    
    
    
    (7,186
    )
    
    
    5,526
    
    
    $
    48,057Food Distribution
    
    
    88,116
    
    
    
    (43,730
    )
    
    
    (5,526
    )
    
    
    38,860Retail
    
    
    15,888
    
    
    
    (15,492
    )
    
    
    
    
    
    
    396Total segment profit
    
    $
    153,721
    
    
    
    
    
    
    
    
    
    
    $
    87,313Adjustment of inventory to LIFO
    
    
    3,033
    
    
    
    (3,033
    )
    
    
    
    
    
    
    Gain on acquisition of a business
    
    
    6,682
    
    
    
    
    
    
    
    
    
    
    
    6,682Gain on litigation settlement
    
    
    7,630
    
    
    
    
    
    
    
    
    
    
    
    7,630Goodwill impairment
    
    
    (50,927
    )
    
    
    
    
    
    
    
    
    
    
    (50,927
    )Special charge
    
    
    (6,020
    )
    
    
    
    
    
    
    
    
    
    
    (6,020
    )Interest
    
    
    
    
    
    
    (20,928
    )
    
    
    
    
    
    
    (20,928
    )Unallocated corporate overhead
    
    
    (90,369
    )
    
    
    90,369
    
    
    
    
    
    
    
    Earnings before income taxes
    
    $
    23,750
    
    
    
    
    
    
    
    
    
    
    $
    23,750
 79




---



##### Table of Contents



Fiscal 2008As
    
    
    Unallocated Corporate
    
    
    Food Distribution to
    
    
    As(In thousands)
    
    Reported
    
    
    Overhead Revision
    
    
    Military Reclassification
    
    
    adjustedRevenue from external customers:Military
    
    $
    1,290,575
    
    
    
    
    
    
    
    264,659
    
    
    $
    1,555,234Food Distribution
    
    
    2,740,462
    
    
    
    
    
    
    
    (264,659
    )
    
    
    2,475,803Retail
    
    
    602,457
    
    
    
    
    
    
    
    
    
    
    
    602,457Total segment revenue
    
    $
    4,633,494
    
    
    
    
    
    
    
    
    
    
    $
    4,633,494Segment depreciation:Military
    
    $
    2,039
    
    
    
    63
    
    
    
    
    
    
    $
    2,102Food Distribution
    
    
    9,359
    
    
    
    15,745
    
    
    
    
    
    
    
    25,104Retail
    
    
    6,769
    
    
    
    4,454
    
    
    
    
    
    
    
    11,223Total segment depreciation
    
    $
    18,167
    
    
    
    
    
    
    
    
    
    
    $
    38,429Segment assets:Military
    
    $
    150,151
    
    
    
    19,065
    
    
    
    38,343
    
    
    $
    207,559Food Distribution
    
    
    451,222
    
    
    
    139,958
    
    
    
    (38,343
    )
    
    
    552,837Retail
    
    
    99,128
    
    
    
    88,427
    
    
    
    
    
    
    
    187,555Total segment assets
    
    $
    700,501
    
    
    
    
    
    
    
    
    
    
    $
    947,951Segment capital expenditures:Military
    
    $
    3,395
    
    
    
    
    
    
    
    
    
    
    $
    3,395Food Distribution
    
    
    6,131
    
    
    
    4,579
    
    
    
    
    
    
    
    10,710Retail
    
    
    12,835
    
    
    
    5,015
    
    
    
    
    
    
    
    17,850Total segment assets
    
    $
    22,361
    
    
    
    
    
    
    
    
    
    
    $
    31,955Segment profit:Military
    
    $
    49,125
    
    
    
    (13,476
    )
    
    
    6,455
    
    
    $
    42,104Food Distribution
    
    
    100,275
    
    
    
    (64,888
    )
    
    
    (6,455
    )
    
    
    28,932Retail
    
    
    21,335
    
    
    
    (15,385
    )
    
    
    
    
    
    
    5,950Total segment profit
    
    $
    170,735
    
    
    
    
    
    
    
    
    
    
    $
    76,986Adjustment of inventory to LIFO
    
    
    (19,740
    )
    
    
    19,740
    
    
    
    
    
    
    
    Interest
    
    
    
    
    
    
    (23,195
    )
    
    
    
    
    
    
    (23,195
    )Unallocated corporate overhead
    
    
    (97,204
    )
    
    
    97,204
    
    
    
    
    
    
    
    Earnings before income taxes
    
    $
    53,791
    
    
    
    
    
    
    
    
    
    
    $
    53,791
 Major Segments of the Business
Year end January 1, 2011
 Food(in thousands)
    
    Military
    
    Distribution
    
    Retail
    
    TotalRevenue from external customers
    
    $
    2,289,987
    
    
    $
    2,183,730
    
    
    $
    518,262
    
    
    $
    4,991,979Inter-segment revenue
    
    
    
    
    
    
    258,175
    
    
    
    
    
    
    
    258,175Interest revenue
    
    
    
    
    
    
    (37
    )
    
    
    
    
    
    
    (37
    )Interest expense (including capitalized lease interest)
    
    
    12
    
    
    
    (36
    )
    
    
    3,633
    
    
    
    3,609Depreciation expense
    
    
    6,269
    
    
    
    19,674
    
    
    
    10,176
    
    
    
    36,119Segment profit
    
    
    51,301
    
    
    
    33,650
    
    
    
    6,660
    
    
    
    91,611Assets
    
    
    441,866
    
    
    
    490,467
    
    
    
    115,470
    
    
    
    1,047,803Expenditures for long-lived assets
    
    
    48,356
    
    
    
    8,777
    
    
    
    2,162
    
    
    
    59,295
 80




---



##### Table of Contents



Major Segments of the Business
Year end January 2, 2010
 Food(in thousands)
    
    Military
    
    Distribution
    
    Retail
    
    TotalRevenue from external customers
    
    $
    2,254,395
    
    
    $
    2,385,930
    
    
    $
    572,330
    
    
    $
    5,212,655Inter-segment revenue
    
    
    
    
    
    
    290,523
    
    
    
    
    
    
    
    290,523Interest revenue
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )Interest expense (including capitalized lease interest)
    
    
    32
    
    
    
    (25
    )
    
    
    3,438
    
    
    
    3,445Depreciation expense
    
    
    5,689
    
    
    
    23,228
    
    
    
    11,686
    
    
    
    40,603Segment profit
    
    
    48,057
    
    
    
    38,860
    
    
    
    396
    
    
    
    87,313Assets
    
    
    369,201
    
    
    
    497,327
    
    
    
    127,558
    
    
    
    994,086Expenditures for long-lived assets
    
    
    10,760
    
    
    
    12,898
    
    
    
    6,744
    
    
    
    30,402
 Major Segments of the Business
Year end January 3, 2009
 Food(in thousands)
    
    Military
    
    Distribution
    
    Retail
    
    TotalRevenue from external customers
    
    $
    1,555,234
    
    
    $
    2,475,803
    
    
    $
    602,457
    
    
    $
    4,633,494Inter-segment revenue
    
    
    
    
    
    
    307,591
    
    
    
    
    
    
    
    307,591Interest revenue
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Interest expense (including capitalized lease interest)
    
    
    
    
    
    
    (7
    )
    
    
    3,278
    
    
    
    3,271Depreciation expense
    
    
    2,102
    
    
    
    25,104
    
    
    
    11,223
    
    
    
    38,429Segment profit
    
    
    42,104
    
    
    
    28,932
    
    
    
    5,950
    
    
    
    76,986Assets
    
    
    207,559
    
    
    
    552,837
    
    
    
    187,555
    
    
    
    947,951Expenditures for long-lived assets
    
    
    3,395
    
    
    
    10,710
    
    
    
    17,850
    
    
    
    31,955
 Reconciliation
 (in thousands)
    
    2010
    
    
    2009
    
    
    2008RevenuesTotal external revenue for segments
    
    $
    4,991,979
    
    
    $
    5,212,655
    
    
    $
    4,633,494Inter-segment revenue from reportable segments
    
    
    258,175
    
    
    
    290,523
    
    
    
    307,591Elimination of inter-segment revenues
    
    
    (258,175
    )
    
    
    (290,523
    )
    
    
    (307,591
    )Total consolidated revenues
    
    $
    4,991,979
    
    
    $
    5,212,655
    
    
    $
    4,633,494Profit (Loss)Total profit for segments
    
    $
    91,611
    
    
    $
    87,313
    
    
    $
    76,986Unallocated amounts:Interest
    
    
    (19,485
    )
    
    
    (20,928
    )
    
    
    (23,195
    )Goodwill impairment
    
    
    
    
    
    
    (50,927
    )
    
    
    Gain on acquisition of a business
    
    
    
    
    
    
    6,682
    
    
    
    Gain on litigation settlement
    
    
    
    
    
    
    7,630
    
    
    
    Special charge
    
    
    
    
    
    
    (6,020
    )
    
    
    Earnings before income taxes
    
    $
    72,126
    
    
    $
    23,750
    
    
    $
    53,791AssetsTotal assets for segments
    
    $
    1,047,803
    
    
    $
    994,086
    
    
    $
    947,951Unallocated corporate assets
    
    
    2,872
    
    
    
    5,450
    
    
    
    4,595Total consolidated assets
    
    $
    1,050,675
    
    
    $
    999,536
    
    
    $
    952,546
  81




---



##### Table of Contents



(19) Other Information
  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 Weeks2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009Sales
    
    $
    1,179,693
    
    
    $
    1,140,320
    
    
    $
    1,154,617
    
    
    $
    1,216,594
    
    
    $
    1,510,881
    
    
    $
    1,633,304
    
    
    $
    1,146,788
    
    
    $
    1,222,437Cost of sales
    
    
    1,087,873
    
    
    
    1,045,201
    
    
    
    1,060,280
    
    
    
    1,117,565
    
    
    
    1,388,926
    
    
    
    1,504,350
    
    
    
    1,054,112
    
    
    
    1,126,851Gross profit
    
    
    91,820
    
    
    
    95,119
    
    
    
    94,337
    
    
    
    99,029
    
    
    
    121,955
    
    
    
    128,954
    
    
    
    92,676
    
    
    
    95,586Earnings before income taxes
    
    
    13,330
    
    
    
    17,526
    
    
    
    17,966
    
    
    
    16,114
    
    
    
    22,830
    
    
    
    31,655
    
    
    
    18,000
    
    
    
    (41,545
    )Income tax expense
    
    
    5,389
    
    
    
    3,106
    
    
    
    7,252
    
    
    
    6,576
    
    
    
    7,484
    
    
    
    9,728
    
    
    
    1,060
    
    
    
    1,562Net earnings (loss)
    
    
    7,941
    
    
    
    14,420
    
    
    
    10,714
    
    
    
    9,538
    
    
    
    15,346
    
    
    
    21,927
    
    
    
    16,940
    
    
    
    (43,107
    )Net earnings (loss) as percentage of sales
    
    
    0.67
    %
    
    
    1.26
    %
    
    
    0.93
    %
    
    
    0.78
    %
    
    
    1.02
    %
    
    
    1.34
    %
    
    
    1.48
    %
    
    
    (3.53
    %)Basic earnings (loss) per share
    
    $
    0.61
    
    
    $
    1.11
    
    
    $
    0.83
    
    
    $
    0.73
    
    
    $
    1.21
    
    
    $
    1.68
    
    
    $
    1.34
    
    
    $
    (3.31
    )Diluted earnings (loss) per share
    
    $
    0.59
    
    
    $
    1.08
    
    
    $
    0.81
    
    
    $
    0.72
    
    
    $
    1.18
    
    
    $
    1.64
    
    
    $
    1.30
    
    
    $
    (3.20
    )
 
 Significant items by quarter include the following:1.
    
    Conversion and opening costs related to opening of new military food distribution facilities of
$0.4 million, $0.3 million, $1.1 million and $1.1 million during the first, second, third and
fourth quarters, respectively, of fiscal 2010.2.
    
    Closing costs related to a food distribution facility of $1.2 million and $0.5 million during
the second and third quarters, respectively, of fiscal 2010.3.
    
    The reversal of previously recorded income tax reserves of $2.2 million and $4.7 million during
the third and fourth quarters, respectively, of fiscal 2010.4.
    
    Goodwill impairment charge of $50.9 million in the fourth quarter 2009.5.
    
    Gain on the acquisition of a business of $6.7 million, net of tax, in the first quarter 2009.6.
    
    Gain on the settlement of litigation of $7.6 million in the third quarter 2009.7.
    
    Acquisition and integration costs of $0.6 million, $0.8 million, $0.9 million and $0.4 million
in the first, second, third and fourth quarters, respectively, of fiscal 2009.8.
    
    Special charge of $6.0 million in the fourth quarter 2009.9.
    
    Pre-opening and start-up costs of $0.1 million and $0.6 million in the first and second
quarters, respectively, of fiscal 2009.10.
    
    Gain on the sale of intangible assets of $0.7 million in the fourth quarter 2009.11.
    
    Retail store impairments and lease related charges of $1.2 million, $0.9 million, $1.3 million
and $1.9 million in the first, second, third and fourth quarters, respectively, of fiscal 2009. 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  82




---



##### Table of Contents



Changes in Internal Control Over Financial Reporting
   Managements Annual Report On Internal Control Over Financial Reporting
   83




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Stockholders
Nash Finch Company
        
 84




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
 EXECUTIVE OFFICERS OF THE REGISTRANT
  Year FirstElected orAppointed asan ExecutiveName
    
    Age
    
    Officer
    
    TitleAlec C. Covington
    
    
    53
    
    
    
    2006
    
    
    President and Chief Executive OfficerChristopher A. Brown
    
    
    48
    
    
    
    2006
    
    
    Executive Vice President, President and Chief Operating Officer of WholesaleEdward L. Brunot
    
    
    47
    
    
    
    2006
    
    
    Senior Vice President, President and Chief Operating Officer of MDVRobert B. Dimond
    
    
    49
    
    
    
    2007
    
    
    Executive Vice President, Chief Financial Officer and TreasurerKathleen M. Mahoney
    
    
    56
    
    
    
    2006
    
    
    Executive Vice President, General Counsel and SecretaryJeffrey E. Poore
    
    
    52
    
    
    
    2001
    
    
    Executive Vice President, Supply Chain ManagementCalvin S. Sihilling
    
    
    61
    
    
    
    2006
    
    
    Executive Vice President and Chief Information OfficerMichael W. Rotelle
III
    
    
    51
    
    
    
    2008
    
    
    Senior Vice President, Human Resources
  Alec C. Covington
 Christopher A. Brown
 85




---



##### Table of Contents



Edward L. Brunot
 Robert B. Dimond
 Kathleen M. Mahoney
 Jeffrey E. Poore
 Calvin S. Sihilling
 Michael W. Rotelle III
 86




---



##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
 Equity Compensation Plan Information
  Equity Compensation Plan InformationNumber of securities to be
    
    Number of securities remainingissued upon exercise of
    
    available for future issuanceoutstanding options,
    
    under equity compensation planswarrants and rights
    
    (excluding securities reflected inPlan category
    
    (a)
    
    column (a)) (c)Equity compensation
plans approved by
security holders
    
    
    1,436,577
    (1)
    
    
    649,069
    (2)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    20,146
    (3)1,436,577
    
    
    
    669,215
 
 (1)
    
    Includes stock options, stock appreciation rights, restricted stock units and performance
units awarded under the 2009 Incentive Award Plan (2009 Plan) and 2000 Stock Incentive Plan
(2000 Plan).(2)
    
    The following numbers of shares remained available for issuance under each of our equity
compensation plans at January 1, 2011. Grants under each plan may be in the form of any of the
types of awards noted: Plan
    
    Number of Shares
    
    Type of Award2009 Plan
    
    
    538,682
    
    
    Stock options, restricted stock,
stock appreciation rights,
performance units, and stock
bonuses.2000 Plan
    
    
    74,760
    
    
    Stock options, restricted stock,
stock appreciation rights,
performance units, and stock
bonuses.1997 Director Plan
    
    
    35,627
    
    
    Share units
 
 (3)
    
    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 87




---



##### Table of Contents



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
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 1.
    
    Financial Statements.The following financial statements are included in this report on the pages indicated:Reports of Independent Registered Public Accounting Firms  pages 41 to 42Consolidated Statements of Income for the fiscal years ended January 1, 2011, January 2,
2010 and January 3, 2009  
page 43Consolidated Balance Sheets as of January 1, 2011 and January 2, 2010  page 44Consolidated Statements of Cash Flows for the fiscal years ended January 1, 2011, January
2, 2010 and January 3, 2009  
page 45Consolidated Statements of Stockholders Equity for the fiscal years ended January 1, 2011,
January 2, 2010 and 
January 3, 2009  page 46
 88




---



##### Table of Contents



Notes to Consolidated Financial Statements  pages 47 to 822.
    
    Financial Statement Schedules.The following financial statement schedule is included herein and should be read in
conjunction with the consolidated financial statements referred to above:Valuation and Qualifying Accounts  page 94Other Schedules. Other schedules are omitted because the required information is either
inapplicable or presented in the consolidated financial statements or related notes.3.
    
    Exhibits.
 ExhibitNo.
    
    Description*2.1
    
    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)).*2.2
    
    Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management, L.L.C., Michael K.
McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as of December 17,
2008 (incorporated by reference to Exhibit 1.01 to our current report on Form 8-K filed
December 18, 2008 (File No. 0-785)).*2.3
    
    First Amendment to Asset Purchase Agreement between GSC Enterprises, Inc., MKM Management,
L.L.C., Michael K. McKenzie, Grocery Supply Acquisition Corp. and Nash-Finch Company, dated as
of January 31, 2009 (incorporated by reference to Exhibit 10.1 to our current report on Form
8-K filed February 3, 2009 (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
    
    Certificate of Amendment to Restated Certificate of Incorporation of the Company, effective
May 13, 2008 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K dated
May 16, 2008 (File No. 0-785)).3.5
    
    Certificate of Amendment to the Nash-Finch Company Restated Certificate of Incorporation,
effective May 20, 2009 (incorporated by reference to Exhibit 3.1 to our current report on Form
8-K filed May 26, 2009 (File No. 0-785)).3.6
    
    Fourth Restated Certificate of Incorporation of Nash Finch Company, effective July 27, 2009
(incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed July 28,
2009 (File No. 0-785)).
 89




---



##### Table of Contents



ExhibitNo.
    
    Description3.7
    
    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)).3.8
    
    Amended and Restated Bylaws of Nash-Finch Company (as amended May 13, 2008) (incorporated by
reference to Exhibit 3.2 to our current report on Form 8-K/A filed May 19, 2008 (File No.
0-785)).3.9
    
    Amended and Restated Bylaws of Nash Finch Company (as amended May 20, 2009) (incorporated by
reference to Exhibit 3.2 to our current report on Form 8-K/A filed July 6, 2009 (File No.
0-785)).3.10
    
    Amended and Restated Bylaws of Nash Finch Company (as amended February 28, 2011) (filed
herewith).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)).4.3
    
    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)).4.6
    
    First Supplemental Indenture to Senior Convertible Notes Due 2035 (incorporated by reference
to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 14, 2008 (File
No. 0-785)).4.7
    
    Notice of Adjustment of Conversion Rate of Senior Subordinated Convertible Notes Due 2035
(incorporated by reference to Exhibit 7.1 to our current report on Form 8-K filed March 25,
2009 (File No. 0-785)).10.1
    
    Credit Agreement, dated as of April 11, 2008, among Nash Finch Company, Various Lenders and
Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to
our current report on Form 8-K filed April 14, 2008 (File No. 0-785)).**10.2
    
    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)).**10.3
    
    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)).**10.4
    
    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)).
 90




---



##### Table of Contents



ExhibitNo.
    
    Description**10.5
    
    Amended and Restated Nash-Finch Company Deferred Compensation Plan (incorporated by
reference to Exhibit 10.8 to our Annual Report on Form 10-K filed March 12, 2009 (File No.
0-785)).**10.6
    
    Nash-Finch Company 2000 Stock Incentive Plan (as amended February 25, 2008) (incorporated by
reference to Exhibit 10.1 to our current report on Form 8-K filed May 16, 2008 (File No.
0-785)).**10.7
    
    Nash-Finch Company 2000 Stock Incentive Plan (as amended and restated on July 14, 2008)
(incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed March 12,
2009 (File No. 0-785)).**10.8
    
    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)).**10.9
    
    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)).**10.10
    
    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)).**10.11
    
    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)).**10.12
    
    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)).**10.13
    
    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)).**10.14
    
    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)).**10.15
    
    Amended and Restated Nash-Finch Company Director Deferred Compensation Plan (incorporated
by reference to Exhibit 10.20 to our Annual Report on Form 10-K filed March 12, 2009 (File No.
0-785)).**10.16
    
    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)).**10.17
    
    Nash-Finch Company Supplemental Executive Retirement Plan (as amended and restated on
July 14, 2008) (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K
filed March 12, 2009 (File No. 0-785)).**10.18
    
    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)).**10.19
    
    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)).
 91




---



##### Table of Contents



ExhibitNo.
    
    Description**10.20
    
    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)).**10.21
    
    Form of Amended and Restated Restricted Stock Unit Agreement (for non-employee directors
under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.26 to our Annual
Report on Form 10-K filed March 12, 2009 (File No. 0-785)).**10.22
    
    New Form of Restricted Stock Unit Award Agreement (for non-employee directors under the
2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.27 to our Annual Report on
Form 10-K filed March 12, 2009 (File No. 0-785)).**10.23
    
    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)).**10.24
    
    Form of Amended and Restated Restricted Stock Unit Award Agreement (under the 2000 Stock
Incentive Plan) (incorporated by reference to Exhibit 10.3 to our Form 10-Q filed November 6,
2008 (File No. 0-785)).**10.25
    
    New Form of Executive Restricted Stock Unit Agreement (under the 2000 Stock Incentive
Plan), effective July 14, 2008 (incorporated by reference to Exhibit 10.2 to our Form 10-Q
filed November 6, 2008 (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
    
    Amendment to the Letter Agreement between Nash-Finch Company and Alec C. Covington dated
February 27, 2007 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 1,
2007 (File No. 0-785)).**10.30
    
    Change in Control Agreement entered into by Nash-Finch Company and Alec. C. Covington dated
February 26, 2008 (incorporated by reference to Exhibit 10.1 to our Form 8-K/A filed February
28, 2008 (File No. 0-785)).**10.31
    
    Change in Control Agreement entered into by Nash-Finch Company and Alec. C. Covington dated
February 28, 2011 (filed herewith).**10.32
    
    Restricted Stock Unit Agreement between the Company and Alec C. Covington dated February
27, 2007 (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed May 1, 2007 (File
No. 0-785)).**10.33
    
    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)).**10.34
    
    Amended Form of Change in Control Agreement for Senior and Executive Vice Presidents,
effective November 3, 2008 (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed
November 6, 2008 (File No. 0-785)).
 92




---



##### Table of Contents



ExhibitNo.
    
    Description**10.35
    
    Form of Amended and Restated Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to our Form 10-Q filed November 13, 2007 (File No. 0-785)).**10.36
    
    Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan
dated December 17, 2008 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed
February 3, 2009 (File No. 0-785)).**10.37
    
    Amended and Restated Stock Appreciation Rights Agreement under the Nash-Finch Company 2000
Stock Incentive Plan dated December 17, 2008 (incorporated by reference to Exhibit 10.1 to our
Form 10-Q filed May 4, 2009 (File No. 0-785)).**10.38
    
    Nash-Finch Company Incentive Award Plan (incorporated by reference to Exhibit 10.1 to our
current report on Form 8-K filed May 26, 2009 (File No. 0-785)).**10.39
    
    Nash Finch Company Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to
our current report on Form 8-K filed May 26, 2009 (File No. 0-785)).12.1
    
    Computation of Ratio of Earnings to Fixed Charges (filed herewith).21.1
    
    Our subsidiaries (filed herewith).23.1
    
    Consent of Grant Thornton LLP (filed herewith).23.2
    
    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 (filed herewith).A copy of any of these exhibits will be furnished at a reasonable cost to any of our stockholders, 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.
 
 *
    
    The Company agrees to furnish supplementary to the SEC upon request by the SEC any omitted
schedule or exhibit.**
    
    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. 93




---



##### Table of Contents



NASH FINCH COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Fiscal Years ended January 1, 2011, January 2, 2010 and January 3, 2009
(In thousands)
 Charged to
    
    
    ChargedBalance at
    
    
    (Reversed
    
    
    (Credited) to
    
    
    
    
    
    
    BalanceBeginning of
    
    
    from) Costs
    
    
    Other Accounts
    
    
    
    
    
    
    at End ofDescription
    
    Year
    
    
    and Expenses
    
    
    (a)
    
    
    Deductions
    
    
    Year53 weeks ended January 3, 2009:Allowance for doubtful accounts (c)
    
    $
    7,669
    
    
    $
    (1,292
    )
    
    $
    37
    
    
    $
    883
    (b)
    
    $
    5,531Provision for losses relating to leases on closed locations
    
    
    13,202
    
    
    
    (1,831
    )
    
    
    
    
    
    
    3,364
    (d)
    
    
    8,007$
    20,871
    
    
    $
    (3,123
    )
    
    $
    37
    
    
    $
    4,247
    
    
    $
    13,53852 weeks ended January 2, 2010:Allowance for doubtful accounts (c)
    
    $
    5,531
    
    
    $
    1,441
    
    
    $
    19
    
    
    $
    1,304
    (b)
    
    $
    5,687Provision for losses relating to leases on closed locations
    
    
    8,007
    
    
    
    3,135
    
    
    
    
    
    
    
    1,891
    (d)
    
    
    9,251$
    13,538
    
    
    $
    4,576
    
    
    $
    19
    
    
    $
    3,195
    
    
    $
    14,93852 weeks ended January 1, 2011:Allowance for doubtful accounts (c)
    
    $
    5,687
    
    
    $
    663
    
    
    $
    1
    
    
    $
    160
    (b)
    
    $
    6,191Provision for losses relating to leases on closed locations
    
    
    9,251
    
    
    
    320
    
    
    
    
    
    
    
    2,723
    (d)
    
    
    6,848$
    14,938
    
    
    $
    983
    
    
    $
    1
    
    
    $
    2,883
    
    
    $
    13,039
 
 (a)
    
    Recoveries on accounts previously written off, unless noted otherwise(b)
    
    Reversal of reserve relating to write-offs(c)
    
    Includes current and non-current receivables(d)
    
    Net payments of lease obligations and termination fees 94




---



##### Table of Contents



SIGNATURES
  Dated:      March 3, 2011
    NASH-FINCH COMPANYBy
    /s/ Alec C. CovingtonAlec C. CovingtonPresident and Chief Executive Officer  /s/ Alec C. Covington
    
    /s/ Robert B. DimondAlec C. Covington, President and Chief Executive 
Officer (Principal Executive
Officer)
    
    Robert B. Dimond, Executive Vice President 
and Chief Financial Officer (Principal 
Financial and Accounting Officer)
 /s/ William R. Voss*
    
    /s/ Mickey P. Foret*William R. Voss, Chairman of the Board
    
    Mickey P. Foret/s/ Robert L. Bagby *
    
    /s/ Douglas A. Hacker*Robert L. Bagby
    
    Douglas A. Hacker/s/ Sam K. Duncan*
    
    /s/Hawthorne L. Proctor*Sam K. Duncan
    
    Hawthorne L. Proctor
 *By:
    /s/ Kathleen M. MahoneyKathleen M. MahoneyAttorney-in-fact 95




---



##### Table of Contents



NASH-FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended January 1, 2011
 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)2.2
    
    Asset Purchase Agreement between GSC Enterprises,
Inc., MKM Management, L.L.C., Michael K.
McKenzie, Grocery Supply Acquisition Corp. and
Nash-Finch Company, dated as of December 17,
2008.
    
    IBR2.3
    
    First Amendment to Asset Purchase Agreement
between GSC Enterprises, Inc., MKM Management,
L.L.C., Michael K. McKenzie, Grocery Supply
Acquisition Corp. and Nash-Finch Company, dated
as of January 31, 2009.
    
    IBR3.1
    
    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
    
    Certificate of Amendment to Restated Certificate
of Incorporation of the Company, effective May
13, 2008.
    
    IBR3.5
    
    Certificate of Amendment to the Nash-Finch
Company Restated Certificate of Incorporation,
effective May 20, 2009
    
    IBR3.6
    
    Fourth Restated Certificate of Incorporation of
Nash Finch Company, effective July 27, 2009
    
    IBR3.7
    
    Nash-Finch Company Bylaws, as amended November 9,
2005.
    
    IBR3.8
    
    Amended and Restated Bylaws of Nash-Finch Company
(as amended May 13, 2008).
    
    IBR3.9
    
    Amended and Restated Bylaws of Nash Finch Company
(as amended May 20, 2009)
    
    IBR3.10
    
    Amended and Restated Bylaws of Nash Finch Company
(as amended February 28, 2011)
    
    Filed Electronically (E)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).
    
    IBR4.2
    
    Amendment to Stockholder Rights Agreement dated
as of October 30, 2001.
    
    IBR
 96




---



##### Table of Contents



ExhibitNo.
    
    Description
    
    Method of Filing4.3
    
    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.
    
    IBR4.5
    
    Notice of Adjustment of Conversion Rate of the
Senior Subordinated Convertible Notes Due 2035.
    
    IBR4.6
    
    First Supplemental Indenture to Senior
Convertible Notes Due 2035.
    
    IBR10.1
    
    Credit Agreement, dated as of April 11, 2008,
among Nash Finch Company, Various Lenders and
Bank of America, N.A. as Administrative Agent.
    
    IBR10.2
    
    Nash-Finch Company Income Deferral Plan (as
amended through May 21, 2004).
    
    IBR10.3
    
    Second Declaration of Amendment to Nash-Finch
Company Income Deferral Plan (as amended through
May 21, 2004).
    
    IBR10.4
    
    Nash-Finch Company Deferred Compensation Plan.
    
    IBR10.5
    
    Amended and Restated Nash-Finch Company Deferred
Compensation Plan.
    
    IBR10.6
    
    Nash-Finch Company 2000 Stock Incentive Plan.
    
    IBR10.7
    
    Nash-Finch Company 2000 Stock Incentive Plan (as
amended and restated on July 14, 2008).
    
    IBR10.8
    
    Form of Non-Statutory Stock Option Agreement (for
employees under the Nash-Finch Company 2000 Stock
Incentive Plan).
    
    IBR10.9
    
    Description of Nash-Finch Company Long-Term
Incentive Program Utilizing Performance Unit
Awards.
    
    IBR10.10
    
    Form of Non-Statutory Stock Option Agreement (for
non-employee directors under the Nash-Finch
Company 1995 Director Stock Option Plan).
    
    IBR10.11
    
    Nash-Finch Company 1997 Non-Employee Director
Stock Compensation Plan (2003 Revision).
    
    IBR10.12
    
    Nash-Finch Company 1997 Non-Employee Director
Stock Compensation Plan (2003 Revision)  First
Declaration of Amendment.
    
    IBR10.13
    
    Nash-Finch Company 1997 Non-Employee Director
Stock Compensation Plan (2003 Revision)  Second
Declaration of Amendment.
    
    IBR
 97




---



##### Table of Contents



ExhibitNo.
    
    Description
    
    Method of Filing10.14
    
    Nash-Finch Company Director Deferred Compensation
Plan.
    
    IBR10.15
    
    Amended and Restated Nash-Finch Company Director
Deferred Compensation Plan.
    
    IBR10.16
    
    Nash-Finch Company Supplemental Executive
Retirement Plan.
    
    IBR10.17
    
    Nash-Finch Company Supplemental Executive
Retirement Plan (as amended and restated on July
14, 2008).
    
    IBR10.18
    
    Nash-Finch Company Performance Incentive Plan.
    
    IBR10.19
    
    Description of Nash-Finch Company 2005 Executive
Incentive Program.
    
    IBR10.20
    
    Form of Restricted Stock Unit Award Agreement
(for non-employee directors under the 2000 Stock
Incentive Plan).
    
    IBR10.21
    
    Form of Amended and Restated Restricted Stock
Unit Agreement (for non-employee directors under
the 2000 Stock Incentive Plan).
    
    IBR10.22
    
    New Form of Restricted Stock Unit Award Agreement
(for non-employee directors under the 2000 Stock
Incentive Plan).
    
    IBR10.23
    
    Form of Restricted Stock Unit Award Agreement
(under the 2000 Stock Incentive Plan).
    
    IBR10.24
    
    Form of Amended and Restated Restricted Stock
Unit Award Agreement (under the 2000 Stock
Incentive Plan).
    
    IBR10.25
    
    New Form of Executive Restricted Stock Unit
Agreement (under the 2000 Stock Incentive Plan),
effective July 14, 2008.
    
    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
    
    Amendment to the Letter Agreement between
Nash-Finch Company and Alec. C. Covington dated
February 27, 2007.
    
    IBR10.30
    
    Change in Control Agreement entered into by Nash
Finch Company and Alec C. Covington dated
February 26, 2008.
    
    IBR
 98




---



##### Table of Contents



ExhibitNo.
    
    Description
    
    Method of Filing10.31
    
    Change in Control Agreement entered into by Nash
Finch Company and Alec C. Covington dated
February 28, 2011.
    
    E10.32
    
    Restricted Stock Unit Agreement between the
Company and Alec C. Covington dated 
February 27,
2007.
    
    IBR10.33
    
    Letter Agreement between Nash-Finch Company and
Robert B Dimond dated November 29, 2006.
    
    IBR10.34
    
    Amended Form of Change in Control Agreement for
Senior and Executive Vice Presidents, effective
November 3, 2008.
    
    IBR10.35
    
    Form of Amended and Restated Indemnification
Agreement.
    
    IBR10.36
    
    Stock Appreciation Rights Agreement under the
Nash-Finch Company 2000 Stock Incentive Plan
dated December 17, 2008.
    
    IBR10.37
    
    Amended and Restated Stock Appreciation Rights
Agreement under the Nash-Finch Company 2000 Stock
Incentive Plan dated December 17, 2008
    
    IBR10.38
    
    Nash-Finch Company Incentive Award Plan
    
    IBR10.39
    
    Nash Finch Company Performance Incentive Plan
    
    IBR12.1
    
    Computation of Ratio of Earnings to Fixed Charges.
    
    E21.1
    
    Our subsidiaries.
    
    E23.1
    
    Consent of Grant Thornton LLP.
    
    E23.2
    
    Consent of Ernst & Young LLP.24.1
    
    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.
    
    E32.1
    
    Section 1350 Certification of Chief Executive
Officer and Chief Financial Officer.
    
    E
 99