##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    January 3, 2009o

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

41-0431960(I.R.S. Employer
    Identification No.)7600 France Avenue South
    P.O. Box 355
    Minneapolis, Minnesota(Address of principal
    executive offices)

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

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





Nash
    Finch Company
  Index
   
 Page No.PART IItem 1.


Business


2Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


15Item 4.


Submission of Matters to a Vote of Security
    Holders


16Executive Officers of the Registrant


16PART IIItem 5.


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


18Item 6.


Selected Financial Data


20Item 7.


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


21Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


35Item 8.


Financial Statements and Supplementary Data


37Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


79Item 9A.


Controls and Procedures


79Item 9B.


Other Information


81PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


81Item 11.


Executive Compensation


81Item 12.


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


81Item 13.


Certain Relationships and Related Transactions
    and Director Independence


82Item 14.


Principal Accountant Fees and Services


82PART IVItem 15.


Exhibits and Financial Statement Schedules


83SIGNATURES


89EX-10.8EX-10.10EX-10.20EX-10.22EX-10.26EX-10.27Exhibit 12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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##### 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 recession in the
    U.S. and worldwide economic slowdown; recent 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; 1




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
    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; and
    unanticipated problems with product procurement.    ITEM 1.
    BUSINESS      
    Emphasis on a suite of retail formats designed to appeal to the
    needs of todays consumers including an initial focus on
    everyday value, Hispanic and extreme value formats, as well as
    military commissaries;
    Strong, passionate businesses in key areas including
    perishables, health and wellness, center store, pharmacy and
    military supply, driven by the needs of each format;
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Retail support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, store brands, market research, retail store
    support, retail pricing and license agreement opportunities;
    Store brand management dedicated to leveraging the strength of
    the Our Familybrand as a regional brand through
    exceptional product development coupled with pricing and
    marketing support; and
    Integrated shared services company-wide, including IT support
    and infrastructure, accounting, finance, human resources and
    legal.    
    Invest in our retail formats, supply chain capabilities and
    center store systems.
    Successful integration of three distribution facilities acquired
    from GSC Enterprises, Inc. into our military segment.
    Identify acquisitions that support our strategic plan.   2




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##### Table of Contents



Food
    Distribution Segment
          Products
  Our
    Family1, Our
    Family Pride Value Choice
  Services
    
    promotional, advertising and merchandising programs;
    installation of computerized ordering, receiving and scanning
    systems;    1 AVANZA ® Econofoods ® Sun
    Mart ® Family Thrift
    Center ® Family Fresh
    Market ® ® ® tm ® Fresh
    Place ® IGA ®
 3




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
    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.  long-term
    IGA Food Pride IGA Food Pride
  Military
    Segment
     4




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




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Competition
  Food
    Distribution Segment
    1 2
  Military
    Segment
    Retail
    Segment
   6




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##### Table of Contents



Vendor
    Allowances and Credits
      and/or
  Trademarks
    and Servicemarks
  Our
    Family Our Family Pride Value Choice
  Employees
   7




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##### Table of Contents



Available
    Information
  www.nashfinch.com Form 10-K, Form 10-Q, Form 8-K Code of Business Conduct Code of Ethics
    for Senior Financial Management
  ITEM 1A.
    RISK
    FACTORS  Form 10-K,
  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.
       8




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Our
    business is sensitive to economic conditions that impact
    consumer spending
      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 dependant upon domestic and
    international military distribution, and a change in the
    military commissary system could negatively impact our results
    of operations and financial condition.
   9




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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; 10




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
    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.
   11




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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.
  and/or
  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.
   12




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Costs
    related to a multi-employer pension plan.
    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.
      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.
   13




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Food
    Distribution Segment
    Approx. SizeLocation

(Square Feet)Midwest Region:Omaha, Nebraska (2)


671,900Cedar Rapids, Iowa


351,900St. Cloud, Minnesota


329,000Sioux Falls, South Dakota (3)


275,400Fargo, North Dakota


288,800Rapid City, South Dakota (4)


195,100Minot, North Dakota


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


358,500Statesboro, Georgia (1)


230,500Bluefield, Virginia


187,500Great Lakes Region:Bellefontaine, Ohio


666,000Lima, Ohio (5)


648,300Bridgeport, Michigan (1)


604,500Westville, Indiana


631,900Cincinnati, Ohio


403,300Total Square Footage


6,027,800     (1)
    
    Leased facility.(2)
    
    Includes 45,000 square feet that we lease.(3)
    
    Includes 79,300 square feet that we lease. The Sioux Falls
    facility represents two distinct distribution centers.(4)
    
    Includes 8,000 square feet that we lease.(5)
    
    Includes 134,000 square feet that we lease. 14




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##### Table of Contents



Military
    Segment
    Approx. SizeLocation

(Square Feet)Norfolk, Virginia


756,200Jessup, Maryland


115,200Total Square Footage


871,400   Retail
    Segment
    Number


Areas

AverageBanner

of Stores


of Operation

Square FeetSun Mart


22


CO, MN, ND, NE


33,283Econofoods


19


IA, MN, SD, WI


35,465Family Thrift Center


5


NE, SD


48,082AVANZA


4


CO, NE


31,111Pick n Save


2


OH


49,588Wholesale Food Outlet


1


IA


19,620Food Bonanza


1


IA


36,588Prairie Market


1


SD


29,480Family Fresh Market


1


WI


54,641Other Stores


1


MN


3,500Total


57     ITEM 3.
    LEGAL
    PROCEEDINGS  Roundys
    Supermarkets, Inc. v. Nash Finch
     15




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##### Table of Contents



Other
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT



The following table sets forth information about our executive
    officers as of March 10, 2009: Year First Electedor Appointed as anName

Age

Executive Officer

TitleAlec C. Covington


52



2006


President and Chief Executive OfficerChristopher A. Brown


46



2006


Executive Vice President, Food DistributionEdward L. Brunot


45



2006


Senior Vice President, President and Chief Operating Officer of
    MDVRobert B. Dimond


47



2007


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


54



2006


Senior Vice President, Secretary and General CounselJeffrey E. Poore


50



2001


Executive Vice President, Supply Chain ManagementCalvin S. Sihilling


59



2006


Executive Vice President and Chief Information OfficerMichael W. Rotelle III


49



2008


Senior Vice President, Human Resources     Alec C. Covington
  Christopher A. Brown
 16




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##### Table of Contents



Edward L. Brunot
  Robert B. Dimond
  Kathleen M. Mahoney
  Jeffrey E. Poore
  Calvin S. Sihilling
  Michael W. Rotelle III
 17




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Dividends2008


2007


Per ShareHigh


Low


High


Low


2008


2007First Quarter

$
37.35


$
32.50


$
34.29


$
26.89


$
0.180


$
0.180Second Quarter


38.60



30.97



50.00



34.46



0.180



0.180Third Quarter


46.33



33.53



51.29



31.62



0.180



0.180Fourth Quarter


45.94



35.83



40.84



32.90



0.180



0.180    18




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##### Table of Contents



Total
    Shareholder Return Graph
    Comparison of 5 Year Cumulative Total Return
    Assumes Initial Investment of $100
    January 3, 2009
  
      Form 10-K Regulation S-K,
 19




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Summary of Operations
    Five years ended January 3, 2009 (not covered by
    Independent Auditors Report)
    (Dollar amounts in thousands except per share amounts)
  2008


2007


2006


2005 (1)


2004(53 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)Results of OperationsSales

$
4,703,660


$
4,532,635


$
4,631,629


$
4,555,507


$
3,897,074Cost of sales


4,296,711



4,134,981



4,229,807



4,124,344



3,474,329Gross profit


406,949



397,654



401,822



431,163



422,745Selling, general and administrative


288,263



280,818



319,678



300,837



299,727Gains on sale of real estate






(1,867
)


(1,130
)


(3,697
)


(5,586
)Special charges






(1,282
)


6,253



(1,296
)


34,779Goodwill impairment










26,419







Extinguishment of debt


















7,204Depreciation and amortization


38,429



38,882



41,451



43,721



40,241Interest expense


21,523



23,581



26,644



24,732



27,181Income tax expense


22,574



18,742



5,835



25,670



4,322Earnings (loss) from continuing operations


36,160



38,780



(23,328
)


41,196



14,877Net earnings from discontinued operations










160



56



55Cumulative effect of change in accounting principle, net of
    income tax (2)










169







Net earnings (loss)

$
36,160


$
38,780


$
(22,999
)

$
41,252


$
14,932Basic earnings (loss) per share

$
2.81


$
2.88


$
(1.72
)

$
3.19


$
1.20Diluted earnings (loss) per share

$
2.75


$
2.84


$
(1.72
)

$
3.13


$
1.18Cash dividends declared per common share

$
0.72


$
0.72


$
0.72


$
0.675


$
0.54Selected DataPretax earnings (loss) from continuing operations as a percent
    of sales


1.25
%


1.27
%


(0.38
)%


1.47
%


0.49
%Net earnings (loss) as a percent of sales


0.77
%


0.86
%


(0.50
)%


0.91
%


0.38
%Effective income tax rate


38.4
%


32.6
%


33.4
%


38.4
%


22.5
%Current assets

$
467,951


$
477,934


$
457,053


$
512,207


$
400,587Current liabilities

$
297,729


$
282,357


$
278,222


$
325,859


$
280,162Net working capital

$
170,222


$
195,577


$
178,831


$
186,348


$
120,425Ratio of current assets to current liabilities


1.57



1.69



1.64



1.57



1.43Total assets

$
954,952


$
951,382


$
954,303


$
1,077,424


$
815,628Capital expenditures

$
31,955


$
21,419


$
27,469


$
24,638


$
22,327Long-term obligations (long-term debt and capitalized lease
    obligations)

$
271,693


$
308,328


$
347,854


$
407,659


$
239,603Stockholders equity

$
336,050


$
315,616


$
294,380


$
322,578


$
273,928Stockholders equity per share (3)

$
26.22


$
24.05


$
21.99


$
24.24


$
21.66Return on stockholders equity (4)


10.76
%


12.29
%


(7.92
)%


12.77
%


5.43
%Common stock high price (5)

$
46.33


$
51.29


$
31.74


$
44.00


$
38.66Common stock low price (5)

$
30.97


$
26.89


$
19.42


$
24.83


$
18.06     (1)
    
    Information presented for fiscal 2005 reflects our acquisition
    on March 31, 2005, of the Lima and Westville distribution
    divisions of Roundys. More generally, discussion regarding
    the comparability of information presented in the table above or
    material uncertainties that could cause the selected financial
    data not to be indicative of future financial condition or
    results of operations can be found in Part 1, Item 1A
    of this report, Risk Factors, Part II, Item 7
    of this report, Managements Discussion and Analysis
    of Financial Condition and Results of Operations and
    Part II, Item 8 of this report in our Consolidated
    Financial Statements and notes thereto.(2)
    
    Effect of adoption of Statement of Financial Accounting
    Standards No. 123(R), Share-Based Payment- Revised
    2004, in fiscal 2006.(3)
    
    Based on outstanding shares at year-end.(4)
    
    Return based on continuing operations.(5)
    
    High and low closing sales price on NASDAQ. 20




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
          Results
    of Operations
    Sales
    2008


2007


2006Percent


Percent





Percent


Percent





PercentSegment Sales:

Sales


of Sales


Change


Sales


of Sales


Change


Sales


of Sales(In millions)Food Distribution

$
2,740.5



58.3
%


1.8
%

$
2,693.3



59.4
%


(3.4
)%

$
2,787.7



60.2
%Military


1,360.7



28.9
%


9.1
%


1,247.6



27.5
%


4.4
%


1,195.0



25.8
%Retail


602.5



12.8
%


1.8
%


591.7



13.1
%


(8.8
)%


648.9



14.0
%Total Sales

$
4,703.7



100.0
%


3.8
%

$
4,532.6



100.0
%


(2.1
)%

$
4,631.6



100.0
%  21




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##### Table of Contents



Fiscal 2008


Fiscal 200853rd


Comparable


Comparable(in millions)

Fiscal 2008


Week


52 Weeks of


Percent ChangeSegment Sales:

Sales


Sales


Sales


2008 to 2007Food Distribution

$
2,740.5


$
45.3


$
2,695.2



0.1
%Military


1,360.7



20.5



1,340.2



7.4
%Retail


602.5



11.3



591.2



0.1
%Total Sales

$
4,703.7


$
77.1


$
4,626.6



2.1
%       2008

2007

2006Domestic


70.1
%


70.2
%


69.7
%Overseas


29.9
%


29.8
%


30.3
%       Fiscal Year


Fiscal Year


Fiscal Year2008


2007


2006Number of stores at beginning of year (1)


59



62



78Acquired stores


2







Closed or sold stores


(4
)


(3
)


(16
)Number of stores at end of year (2)(3)


57



59



62     (1)
    
    Store counts exclude four corporate-owned pharmacies.(2)
    
    Store count for fiscal 2008 excludes three corporate-owned
    pharmacies and one convenience store.(3)
    
    Store counts for fiscal 2007 and 2006 exclude four
    corporate-owned pharmacies. 22




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Gross
    Profit
        Selling,
    General and Administrative Expense
    2008


2007


2006% of





% of





% ofSegment

$


Sales


$


Sales


$


Sales(In millions except percentages)SG&A




288.3



6.1
%


280.8



6.2
%


319.7



6.9
%Significant factors affecting SG&A:Retail store impairments and lease reserves

Corporate overhead


0.9



0.0
%


2.6



0.1
%


8.4



0.2
%Charges related to food distribution customers

Corporate overhead


(3.3
)


(0.1
)%


(0.1
)


0.0
%


12.5



0.3
%Gain on sale of assets

Retail


(0.6
)


0.0
%


(0.7
)


0.0
%






0.0
%Acquisition costs

Corporate overhead


0.5



0.0
%






0.0
%






0.0
%Severance costs

Corporate overhead






0.0
%






0.0
%


4.2



0.1
%Tradename impairment

Corporate overhead






0.0
%






0.0
%


2.0



0.0
%Vacation standardization

All segments






0.0
%






0.0
%


2.0



0.0
%Total significant factors affecting SG&A




(2.5
)


(0.1
)%


1.8



0.0
%


29.1



0.6
%   2006-2008
  Gain
    on Sale of Real Estate
   23




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##### Table of Contents



Goodwill
    Impairment
  Goodwill and Other
    Intangible Assets.
  Depreciation
    and Amortization Expense
    Interest
    Expense
      Income
    Tax Expense
    2008


2007


2006Federal statutory tax rate


35.0
%


35.0
%


(35.0
)%State taxes, net of federal income tax benefit


4.0
%


3.9
%


2.5
%Non-deductible goodwill


0.0
%


0.0
%


54.8
%Change in tax contingencies


1.0
%


(4.7
)%


9.7
%Other net


(1.6
)%


(1.6
)%


1.4
%Effective tax rate


38.4
%


32.6
%


33.4
%    24




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##### Table of Contents



Discontinued
    Operations
    Net
    Earnings
    Liquidity
    and Capital Resources
      2008


2007


2006(In thousands)Net cash provided by operating activities

$
111,999


$
83,616


$
90,135Net cash used in investing activities


(60,414
)


(18,487
)


(24,509
)Net cash used in financing activities


(51,623
)


(65,225
)


(65,925
)Net change in cash and cash equivalents

$
(38
)

$
(96
)

$
(299
)          25




---



##### Table of Contents



Share
    Repurchase
    Contractual
    Obligations and Commercial Commitments
    Amount Committed by PeriodTotalAmount


Fiscal


Fiscal


FiscalContractual Cash
    Obligations:

Committed


2009


2010-2011


2012-2013


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

$
247,036


$
595


$
1,298


$
95,016


$
150,127Interest on Long-Term Debt (2)


211,004



9,687



19,028



14,571



167,718Capital Lease Obligations (3)(4)


47,230



6,348



11,079



8,800



21,003Operating Leases (3)


97,207



21,514



32,118



20,313



23,262Benefit Obligations (5)


28,980



3,283



5,926



5,550



14,221Purchase Obligations (6)


14,955



4,006



5,101



1,991



3,857Total (7)

$
646,412


$
45,433


$
74,550


$
146,241


$
380,188     (1)
    
    Refer to Part II, Item 8 in this report under Note
    (6)  Long-term Debt and Bank Credit
    Facilities in the Notes to Consolidated Financial
    Statements for additional information regarding long-term debt.(2)
    
    The interest on long-term debt for periods subsequent to fiscal
    2013 reflects our Senior Subordinated Convertible Debt accreted
    interest for fiscal 2014 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 3, 2009, 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 (11)  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
    (16)  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. 26




---



##### Table of Contents



Total


Commitment Expiration per PeriodOther Commercial

Amounts


Less than








Over 5Commitments

Committed


1 Year


1-3 Years


4-5 Years


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

$
15,514


$
6,075


$
9,439


$



$
Guarantees(2)


30,999



5,046



7,925



4,965



13,063Total Other Commercial Commitments

$
46,513


$
11,121


$
17,364


$
4,965


$
13,063     (1)
    
    Letters of credit relate primarily to supporting workers
    compensation obligations.(2)
    
    Refer to Part II, Item 8 of this report under Note
    (12)  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
    5-year
  12-month
     27




---



##### Table of Contents



Senior
    Subordinated Convertible Debt
           28




---



##### Table of Contents



Debt
    Obligations
    Fixed Rate


Variable RateFair Value


Amount


Rate


Fair Value


Amount


Rate(In thousands)2009





$
595



6.0
%





$




2010






628



6.0
%










2011






670



6.2
%










2012






704



6.2
%










2013






712



6.1
%






93,600



4.5
%Thereafter






150,127



3.5
%










$
152,645


$
153,436






$
93,600


$
93,600   Consolidated
    EBITDA (Non-GAAP Measurement)
    2008


2007


2006Net income (loss)

$
36,160



38,780



(22,999
)Income tax expense


22,574



18,742



5,835Interest expense


21,523



23,581



26,644Depreciation and amortization


38,429



38,882



41,451EBITDA


118,686



119,985



50,931LIFO charge


19,740



5,091



2,630Lease reserves


(1,832
)


551



9,359Goodwill impairment










26,419Asset impairments


2,555



1,868



11,443Gains on sale of real estate






(1,867
)


(1,130
)Share-based compensation


8,792



7,786



1,166Special charges






(1,282
)


6,253Subsequent cash payments on non-cash charges


(4,218
)


(3,292
)


(4,012
)Earnings from discontinued operations, net of tax










(160
)Cumulative effect of change in accounting principal, net of tax










(169
)Total Consolidated EBITDA

$
143,723



128,840



102,730    29




---



##### Table of Contents



Derivative
    Instruments
    Accounting
    for Derivative Instruments and Hedging Activities,
    Notional

Effective Date


Termination Date


Fixed Rate$30,000


10/15/2008



10/15/2009



3.49
%20,000


10/15/2009



10/15/2010



3.49
%10,000


10/15/2010



10/15/2011



3.49
%   Notional

Effective Date


Termination Date


Fixed Rate$22,500


10/15/2008



10/15/2009



3.38
%15,000


10/15/2009



10/15/2010



3.38
%7,500


10/15/2010



10/15/2011



3.38
%          30




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
      Customer
    Exposure and Credit Risk
  Allowance for Doubtful Accounts 
    Methodology.
  Lease Commitments.
 31




---



##### Table of Contents



Guarantees of Debt and Lease Obligations of
    Others.
  Guarantors
    Accounting and Disclosure Requirements, Including Indirect
    Guarantees of Indebtedness of Others
    Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
 32




---



##### Table of Contents



Goodwill
  and/or
  Income
    Taxes
    Accounting for Income Taxes
    Accounting for Uncertainty in Income
    Taxes,
 33




---



##### Table of Contents



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




---



##### Table of Contents



New
    Accounting Standards
  Fair Value
    Measurements
  14-1, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants 14-1), 14-1 14-1
  Business
    Combinations
  Noncontrolling
    Interests in Consolidated Financial Statements
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     35




---



##### Table of Contents



January 3,2009FairValue


Total


2009


2010


2011


2012


2013


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

$
93.6


$
93.6


$



$



$



$



$
93.6


$
Average variable rate payable






4.5
%


















4.5
%Debt with fixed interest rates:Principal payable

$
152.6


$
153.4


$
0.6


$
0.6


$
0.7


$
0.7


$
0.7


$
150.1Average fixed rate payable






3.6
%


6.0
%


6.0
%


6.2
%


6.2
%


6.1
%


3.5
%  36




---



##### Table of Contents



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




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Statements of Income
 (In
    thousands, except per share amounts)
  Fiscal Years Ended
    January 3, 2009,December 29, 2007 and December 30, 2006

2008


2007


2006Sales

$
4,703,660


$
4,532,635


$
4,631,629Cost of sales


4,296,711



4,134,981



4,229,807Gross profit


406,949



397,654



401,822Other costs and expenses:Selling, general and administrative


288,263



280,818



319,678Gains on sales of real estate






(1,867
)


(1,130
)Special charges






(1,282
)


6,253Goodwill impairment










26,419Depreciation and amortization


38,429



38,882



41,451Interest expense


21,523



23,581



26,644Total other costs and expenses


348,215



340,132



419,315Earnings (loss) from continuing operations before income taxes
    and cumulative effect of a change in accounting principle


58,734



57,522



(17,493
)Income tax expense


22,574



18,742



5,835Earnings (loss) from continuing operations before cumulative
    effect of a change in accounting principle


36,160



38,780



(23,328
)Earnings from discontinued operations, net of income tax expense
    of $102 in 2006










160Cumulative effect of a change in accounting principle, net of
    income tax expense of $119 in 2006










169Net earnings (loss)

$
36,160


$
38,780


$
(22,999
)Basic earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
2.81


$
2.88


$
(1.74
)Discontinued operations, net of income tax expense










0.01Cumulative effect of a change in accounting principle, net of
    income tax expense










0.01Net earnings (loss) per share

$
2.81


$
2.88


$
(1.72
)Diluted earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
2.75


$
2.84


$
(1.74
)Discontinued operations, net of income tax expense










0.01Cumulative effect of a change in accounting principle, net of
    income tax expense










0.01Net earnings (loss) per share

$
2.75


$
2.84


$
(1.72
)    38




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Balance Sheets
 (In
    thousands, except per share amounts)
  January 3,


December 29,2009


2007ASSETSCurrent Assets:Cash

$
824


$
862Accounts and notes receivable, net


185,943



197,807Inventories


261,491



246,762Prepaid expenses and other


13,909



27,882Deferred tax assets


5,784



4,621Total current assets


467,951



477,934Notes receivable, net


28,353



12,429Property, plant and equipment:Property, plant and equipment


590,894



617,241Less accumulated depreciation and amortization


(392,807
)


(414,704
)Net property, plant and equipment


198,087



202,537Goodwill


218,414



215,174Customer contracts & relationships, net


24,762



28,368Investment in direct financing leases


3,388



4,969Other assets


13,997



9,971Total assets

$
954,952


$
951,382LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Outstanding checks

$
18,845


$
8,895Current maturities of long-term debt and capitalized lease
    obligations


4,032



3,842Accounts payable


201,765



200,507Accrued expenses


73,087



69,113Income taxes payable






Total current liabilities


297,729



282,357Long-term debt


246,441



278,443Capitalized lease obligations


25,252



29,885Deferred tax liability, net


13,940



7,227Other liabilities


35,540



37,854Commitments and contingencies






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






Common stock of
    $1.662/3
    par value Authorized 50,000 shares, issued 13,665 and
    13,559 shares, respectively


22,776



22,599Additional paid-in capital


74,836



61,446Restricted stock






Common stock held in trust


(2,243
)


(2,122
)Deferred compensation obligations


2,243



2,122Accumulated other comprehensive income


(10,876
)


(5,092
)Retained earnings


278,804



252,142Common stock in treasury, 848 and 434 shares, respectively


(29,490
)


(15,479
)Total stockholders equity


336,050



315,616Total liabilities and stockholders equity

$
954,952


$
951,382    39




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
 (In
    thousands)
  2008


2007


2006Operating activities:Net earnings (loss)

$
36,160


$
38,780


$
(22,999
)Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:Special charges  non cash portion






(1,282
)


6,253Impairment of retail goodwill










26,419Discontinued operations










(262
)Depreciation and amortization


38,429



38,882



41,451Amortization of deferred financing costs


1,850



817



823Rebateable loans


2,992



2,200



3,926Provision for bad debts


(1,292
)


1,234



5,600Provision for lease reserves


(1,832
)


551



7,042Deferred income tax expense


5,550



26,830



3,417Gain on sale of real estate and other


(187
)


(2,371
)


(1,881
)LIFO charge


19,740



5,092



2,630Asset impairments


2,555



1,869



11,443Share-based compensation


8,792



7,786



1,166Cumulative effect of a change in accounting principle










(288
)Deferred compensation


244



734



(226
)Other


(742
)


20



(1,192
)Changes in operating assets and liabilities, net of effects of
    acquisitionsAccounts and notes receivable


17,430



(11,246
)


5,889Inventories


(31,489
)


(9,979
)


44,619Prepaid expenses


839



2,813



3,128Accounts payable


(1,037
)


1,924



(21,729
)Accrued expenses


3,970



1,782



(10,564
)Income taxes payable


13,048



(9,213
)


(10,536
)Other assets and liabilities


(3,021
)


(13,607
)


(3,994
)Net cash provided by operating activities


111,999



83,616



90,135Investing activities:Disposal of property, plant and equipment


438



4,978



6,333Additions to property, plant and equipment


(31,955
)


(21,419
)


(27,469
)Business acquired, net of cash


(6,566
)






Loans to customers


(24,050
)


(3,856
)


(5,767
)Payments from customers on loans


1,588



1,854



2,165Purchase of marketable securities










(233
)Sale of marketable securities






2



921Corporate-owned life insurance, net


131



(46
)


(320
)Other










(139
)Net cash used in investing activities


(60,414
)


(18,487
)


(24,509
)Financing activities:Proceeds (payments) of revolving debt


87,300



(35,000
)


(41,600
)Dividends paid


(9,229
)


(9,702
)


(9,611
)Proceeds from exercise of stock options


329



2,002



680Proceeds from employee stock purchase plan


238



498



502Repurchase of common stock


(14,348
)


(14,980
)


Payments of long-term debt


(119,255
)


(626
)


(16,104
)Payments of capitalized lease obligations


(3,639
)


(3,834
)


(2,901
)Increase (decrease) in outstanding checks


9,951



(4,441
)


2,549Payments of deferred financing costs


(3,573
)






Tax benefit from exercise of stock options


603



857



68Other






1



492Net cash used in financing activities


(51,623
)


(65,225
)


(65,925
)Net decrease in cash


(38
)


(96
)


(299
)Cash at beginning of year


862



958



1,257Cash at end of year

$
824


$
862


$
958Supplemental disclosure of cash flow information:Non cash investing and financing activitiesAcquisition of minority interest

$
64


$



$
21    40




---



##### Table of Contents



NASH
    FINCH COMPANY
  Consolidated
    Statements of Stockholders Equity
 (In
    thousands, except per share amounts)
  AccumulatedAdditional





Other








TotalFiscal years ended January 3, 2009,

Common


Paid-in


Retained


Comprehensive





Treasury


StockholdersDecember 29, 2007 and December 30, 2006

Stock


Capital


Earnings


Income (Loss)


Other


Stock


EquityBalance at December 31, 2005


22,195



49,430



256,149



(4,912
)


(78
)


(206
)


322,578Net loss










(22,999
)














(22,999
)Other comprehensive income


























Deferred loss on hedging activities, net of tax of $619














(969
)










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














424











424Comprehensive loss


























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














875











875Dividends declared of $.72 per share










(9,611
)














(9,611
)Share-based compensation


1



2,679



(123
)














2,557Common stock issued upon exercise of options


59



621



















680Common stock issued for employee purchase plan


42



460



















502Common stock issued for performance units


45



445



















490Common stock issued to a rabbi trust


6



(6
)


















Tax benefit associated with compensation plans






68



















68Amortized compensation under restricted stock plan


















78







78Forfeiture of restricted stock






















(293
)


(293
)Balance at December 30, 2006


22,348



53,697



223,416



(4,582
)






(499
)


294,380Net earnings










38,780















38,780Other comprehensive incomeDeferred loss on hedging activities, net of tax of ($295)














(461
)










(461
)Minimum pension liability adjustment, net of tax of $180














281











281Minimum other post-retirement liability adjustment, net of tax
    of ($211)














(330
)










(330
)Comprehensive income


























38,270Dividends declared of $.72 per share










(9,702
)














(9,702
)Share-based compensation


2



4,641



(352
)














4,291Common stock issued upon exercise of options


125



1,878



















2,003Common stock issued for employee purchase plan


40



457



















497Common stock issued for performance units


84



(84
)


















Repurchase of shares






















(14,980
)


(14,980
)Tax benefit associated with compensation plans






857



















857Balance at December 29, 2007

$
22,599


$
61,446


$
252,142


$
(5,092
)

$



$
(15,479
)

$
315,616Net earnings










36,160















36,160Other comprehensive incomeDeferred 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


























30,376Dividends 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


26



415



















441Common stock issued for employee purchase plan


13



224



















237Common stock issued for performance units


135



(135
)


















Repurchase of shares






















(14,348
)


(14,348
)Forfeiture of restricted stock






















(1
)


(1
)Tax benefit associated with compensation plans






603



















603Balance at January 3, 2009

$
22,776


$
74,836


$
278,804


$
(10,876
)

$



$
(29,490
)

$
336,050    41




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Summary
    of Significant Accounting Policies  Fiscal
    Year
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Revenue
    Recognition
          Cost
    of sales
    Vendor
    Allowances and Credits
   42




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories
  last-in, first-in,
  Capitalization,
    Depreciation and Amortization
    10-40 years
    January 3,


December 29,2009


2007Land

$
17,281


$
16,558Buildings and improvements


196,954



194,194Furniture, fixtures and equipment


275,888



309,040Leasehold improvements


65,499



64,976Construction in progress


4,453



1,654Assets under capitalized leases


30,819



30,819590,894



617,241Accumulated depreciation and amortization


(392,807
)


(414,704
)Net property, plant and equipment

$
198,087


$
202,537   Impairment
    of Long-Lived Assets
  Accounting for the Impairment
    or Disposal of Long-Lived Assets,
 43




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Discontinued
    Operations
    Reserves
    for Self-Insurance
    Goodwill
    and Intangible Assets
  Goodwill and Other Intangible
    Assets,
   44




---



##### Table of Contents



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


Military


Retail


Total(In thousands)Goodwill as of December 30, 2006

$
121,863


$
25,754


$
67,557


$
215,174Goodwill as of December 29, 2007


121,863



25,754



67,557



215,174Acquisition of retail stores










3,240



3,240Goodwill as of January 3, 2009

$
121,863


$
25,754


$
70,797


$
218,414     January 3, 2009Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts and relationships

$
43,082


$
(18,320
)

$
24,762



5-20   December 29, 2007Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts and relationships

$
43,082


$
(14,714
)

$
28,368



5-20     January 3, 2009Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Franchise agreements

$
2,739


$
(1,291
)

$
1,448



5-25Non-compete agreements


416



(360
)


56



5-7   December 29, 2007Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Franchise agreements

$
2,694


$
(1,176
)

$
1,518



17-25Non-compete agreements


938



(830
)


108



5-7    45




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
    Accounting for Income Taxes
    Accounting for Uncertainty in Income
    Taxes,
  Accounting for Contingencies
  Financial
    Instruments
  Accounting for Derivative Instruments and Hedging
    Activities
   46




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-based
    compensation
  Share-Based
    Payment  Revised 2004,
  Comprehensive
    Income
  Reporting
    Comprehensive Income.
  Use of
    Estimates
    New
    Accounting Standards
  Fair Value
    Measurements
  14-1, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants 14-1), 14-1 14-1
  Business
    Combinations
 47




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Noncontrolling
    Interests in Consolidated Financial Statements
  (2)
    Vendor
    Allowances and Credits      and/or
 48




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (3)
    Special
    Charges  2004
    Special Charge
  AVANZA
  AVANZA held-for-sale.
       49




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##### Table of Contents



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


Write-Down of


Down of








OtherTangible


Intangible


Lease





ExitAssets


Assets


Commitments


Severance


Costs


Total(In thousands)Initial accrual

$
20,596


$
1,072


$
14,129


$
109


$
588


$
36,494Change in estimates


889







(2,493
)


(23
)






(1,627
)Used in 2004


(21,485
)


(1,072
)


(2,162
)


(86
)


(361
)


(25,166
)Balance at January 1, 2005










9,474







227



9,701Change in estimates


(1,531
)






235











(1,296
)Used in 2005


1,531







(2,026
)






(55
)


(550
)Balance at December 31, 2005










7,683







172



7,855Change in estimates


5,516







737











6,253Used in 2006


(5,516
)






(2,087
)






(76
)


(7,679
)Balance at December 30, 2006










6,333







96



6,429Change in estimates










(1,282
)










(1,282
)Used in 2007










(947
)






(1
)


(948
)Balance at December 29, 2007

$



$



$
4,104


$



$
95


$
4,199Change in estimates






















Used in 2008










(855
)










(855
)Balance at January 3, 2009

$



$



$
3,249


$



$
95


$
3,344   (4)
    Long-Lived
    Asset Impairment Charges  Accounting for the Impairment or Disposal
    of Long-Lived Assets.
 50




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Accounts
    and Notes Receivable    2008


2007(In thousands)Customer notes receivable, current

$
8,434


$
5,663Customer accounts receivable


160,202



176,923Other receivables


22,101



22,841Allowance for doubtful accounts


(4,794
)


(7,620
)Net current accounts and notes receivable

$
185,943


$
197,807Long-term customer notes receivable

$
29,090


$
12,478Allowance for doubtful accounts


(737
)


(49
)Net long-term notes receivable

$
28,353


$
12,429     (6)
    Long-term
    Debt and Bank Credit Facilities    2008


2007(In thousands)Senior secured credit facility:Revolving credit

$




6,300Term Loan B






118,700Asset-backed credit agreement:Revolving credit


93,600



Senior subordinated convertible debt, 3.50% due in 2035


150,087



150,087Industrial development bonds, 5.60% to 6.00% due in various
    installments through 2014


2,875



3,345Notes payable and mortgage notes, 7.95% due in various
    installments through 2013


474



559Total debt


247,036



278,991Less current maturities


(595
)


(548
)Long-term debt

$
246,441



278,443   Asset-backed
    Credit Agreement
  sub-facility time-to-time, 5-year
 51




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12-month
    Senior
    Subordinated Convertible Debt
        (1)
    if the closing price of our stock reaches a specified threshold
    (currently $64.35) for a specified period of time,   52




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Industrial
    Development Bonds and Mortgages
      2009

$
5952010


6282011


6702012


7042013


94,312Thereafter


150,127Total

$
247,036     (7)
    Derivative
    Instruments   53




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting
    for Derivative Instruments and Hedging Activities,
    Notional

Effective Date


Termination Date


Fixed Rate$30,000


10/15/2008



10/15/2009



3.49
%20,000


10/15/2009



10/15/2010



3.49
%10,000


10/15/2010



10/15/2011



3.49
%   Notional

Effective Date


Termination Date


Fixed Rate$22,500


10/15/2008



10/15/2009



3.38
%15,000


10/15/2009



10/15/2010



3.38
%7,500


10/15/2010



10/15/2011



3.38
%     January 3,(In thousands, except
    percentages)

2009Notional amount (pay fixed/receive variable)

$
52,500Fair value (liability)


(1,911
)Average receive rate for effective swaps


2.6
%Average pay rate for effective swaps


3.4
%        54




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (8)
    Income
    Taxes    2008


2007


2006(In thousands)Income tax expense from continuing operations

$
22,574


$
18,742


$
5,835Tax effect of discontinued operations










102Tax effect of change in accounting principle










119Total income tax expense

$
22,574


$
18,742


$
6,056     2008


2007


2006(In thousands)Current:Federal

$
12,414


$
(493
)

$
2,770State


1,656



337



85Tax credits


(130
)


(97
)


(226
)Deferred:Federal


8,014



17,443



2,963State


620



1,552



243Total

$
22,574


$
18,742


$
5,835     2008


2007


2006Federal statutory tax rate


35.0
%


35.0
%


(35.0
)%State taxes, net of federal income tax benefit


4.0
%


3.9
%


2.5
%Non-deductible goodwill


0.0
%


0.0
%


54.8
%Change in tax contingencies


1.0
%


(4.7
)%


9.7
%Other net


(1.6
)%


(1.6
)%


1.4
%Effective tax rate


38.4
%


32.6
%


33.4
%  55




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3,


December 29,2009


2007(In thousands)Deferred tax assets:Compensation related accruals

$
12,528


$
10,425Reserve for bad debts


2,200



2,765Reserve for store shutdown and special charges


1,671



1,994Workers compensation accruals


3,253



3,527Pension accruals


6,347



3,608Reserve for future rents


3,123



5,149Other


3,918



3,709Total deferred tax assets


33,040



31,177Deferred tax liabilities:Property, plant and equipment


5,431



4,246Intangible assets


16,727



12,810Inventories


11,571



12,516Convertible debt interest


11,387



8,069Other


1,448



2,024Total deferred tax liabilities


46,564



39,665Net deferred tax asset (liability)

$
(13,524
)

$
(8,488
)        56




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      ($ in thousands)Unrecognized tax benefits  opening balance at 12/30/07

$
9,281Increases related to current year tax period


2,740Decreases related to prior year tax periods


(2,583
)Lapse of statute of limitations


Unrecognized tax benefits  ending balance 1/03/09

$
9,438   ($ in thousands)Unrecognized tax benefits  opening balance at 12/31/06

$
21,844Increases related to current year tax period


2,286Decreases related to prior year tax periods


(9,117
)Lapse of statute of limitations


(5,732
)Unrecognized tax benefits  ending balance 12/29/07

$
9,281         (9)
    Share-based
    Compensation Plans  Share-Based
    Payment  Revised 2004,
   57




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##### Table of Contents



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

2004Weighted-average risk-free interest rate


3.40
%Expected dividend yield


1.56
%Expected option lives


2.5 yearsExpected volatility


67
%  58




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##### Table of Contents



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


WeightedNumber


Remaining


AverageRange of

of Options


Contractual


ExerciseExercise Prices

Outstanding


Life (in years)


Price24.55


8.0



0.52


$
24.5535.36


10.0



0.86



35.3618.0



0.71


$
30.56           
    2006 LTIP Plan: The Committee amended the definition of RONA in
    the 2006 LTIP as follows: RONA means the weighted
    average of the return on Net Assets for the fiscal years during
    a Measurement Period. This is the quotient of (i) the sum
    of net income for each fiscal year (or portion thereof) during
    the Measurement Period divided by (ii) the sum of Average
    Net Assets for each fiscal year (or portion thereof) during the
    measurement period. Each of the measures in (i) and
    (ii) shall be as reported by the entity for the applicable
    fiscal periods in periodic reports filed with the Securities and
    Exchange Commission (SEC) under the Exchange Act.
    Net Income will be adjusted by (x) subtracting projected
    Strategic Project Consolidated EBITDA, offset by the associated
    interest, depreciation and income taxes. If a Strategic Project
    generates positive Consolidated EBITDA through July 1 of the
    year placed in service, the adjustment for (x) above will
    only be made through July 1 of that year. If a 59




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 through the first anniversary
    date of the Strategic Project being placed in service. Weighting
    of the return on Net Assets for the fiscal years during the
    Measurement Period shall be based upon the Average Net Assets
    for each fiscal year.  
    2007 LTIP Plan: The Committee amended the definition of
    net assets consistent with the change to the 2006
    LTIP Plan 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 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.   60




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        4-year
   61




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5-year
    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 day average)

$
55.00Contractual term


5.1 years       WeightedWeighted





Restricted


AverageAverage





Stock


RemainingStock


Option





Awards/


Restriction/Option


Price per


Intrinsic


Peformance


Vesting PeriodShares


Share


Value


Units


(in years)(In thousands, except per share amounts)Outstanding at December 29, 2007


35.1


$
25.85







907.0



1.9Granted














403.1Exercised/restrictions lapsed*


(15.5
)










(98.2
)Forfeited/cancelled


(1.6
)










(285.9
)Outstanding at January 3, 2009


18.0



30.56


$
276.9



926.0



1.3Shares expected to vest


18.0


$
30.56


$




840.3



1.8Exercisable/unrestricted at December 29, 2007


28.1


$
25.40







168.3Exercisable/unrestricted at
    January 3, 2009


18.0


$
30.56


$
276.9



300.5     *
    
    The exercised/restrictions lapsed amount above under
    Restricted Stock Awards/Performance Units excludes 82,433 RSUs
    held by Alec Covington and 25,952 RSUs held by Robert Dimond
    that vested during 62




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  fiscal 2008, respectively. Mr. Covington and
    Mr. Dimond elected to defer the shares until after their
    employment with the Company ends.  WeightedStock


AverageAppreciation


Base/ExerciseRights


Price Per SAR(In thousands, except pershare amounts)Outstanding at December 29, 2007


Granted


267.3


$
38.44Exercised/restrictions lapsed


Forfeited/cancelled


Outstanding at January 3, 2009


267.3



38.44Shares expected to vest


240.6



38.44Exercisable/unrestricted at December 29, 2007


Exercisable/unrestricted at January 3, 2009


       Weighted


RestrictedAverage


Stock Awards/Fair


Performance


WeightedStock


Value at


Units


Average FairOption


Date of


(including


Value at DateShares


Grant


LTIP)


of Grant(In thousands, except per share amounts)Non-vested at December 29, 2007


7.0


$
11.11



505.4


$
28.86Granted**










403.1



37.35Vested/restrictions lapsed


(5.3
)


12.35



(230.4
)


33.38Forfeited/cancelled


(1.7
)


7.10



(52.6
)


35.76Non-vested at January 3, 2009





$




625.5


$
32.24     **
    
    The December 29, 2007 balance above for Restricted
    Stock Awards/Performance Units (including LTIP) and the
    Forfeited/cancelled amount excludes
    233,271 units that were classified as liability awards at
    12/29/2007
    that were replaced with equity awards during 2008. The
    replacement awards are included in the Granted
    amount to arrive at the final non-vested balance outstanding as
    of January 3, 2009.  63




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##### Table of Contents



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


Average FairAppreciation


Value at DateRights


of Grant(In thousands, except pershare amounts)Non-vested at December 29, 2007





$
Granted


267.3



8.44Vested/restrictions lapsed






Forfeited/cancelled






Non-vested at January 3, 2009


267.3


$
8.44      64




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (10)
    Earnings
    per Share    2008


2007


2006(In thousands, except pershare amounts)Numerator:Earnings (loss) from continuing operations

$
36,160


$
38,780


$
(23,328
)Denominator:Denominator for basic earnings per share (weighted- average
    shares)


12,886



13,479



13,382Effect of dilutive options and awards


275



163



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


13,161



13,642



13,382Basic earnings (loss) per share from continuing operations

$
2.81


$
2.88


$
(1.74
)Diluted earnings (loss) per share from continuing operations

$
2.75


$
2.84


$
(1.74
)Weighted-average anti-dilutive options excluded from calculation






23



205         Earnings per Share.
 65




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Leases    2008


2007(In thousands)Building and improvements

$
30,819


$
30,819Less accumulated amortization


(24,851
)


(23,884
)Net assets under capitalized leases

$
5,968


$
6,935     Operating


CapitalLeases


Leases(In thousands)2009

$
21,514


$
6,3482010


17,873



6,2012011


14,245



4,8782012


12,502



4,7032013


7,811



4,097Thereafter


23,262



21,003Total minimum lease payments

$
97,207


$
47,230Less imputed interest (rates ranging from 8.3% to 24.6)%






18,542Present value of net minimum lease payments






28,688Less current maturities






(3,436
)Capitalized lease obligations





$
25,252     2008


2007


2006(In thousands)Total rentals

$
40,822


$
40,457


$
43,612Less: real estate taxes, insurance and other occupancy costs


(3,614
)


(3,206
)


(2,906
)Minimum rentals


37,208



37,251



40,706Contingent rentals


(108
)


(19
)


(18
)Sublease rentals


(8,611
)


(10,061
)


(10,789
)$
28,489


$
27,171


$
29,899    66




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Concentration
    of Credit Risk  and/or
    Guarantors
    Accounting and Disclosure Requirements, Including Indirect
    Guarantees of Indebtedness of Others
  (13)
    Fair
    Value of Financial Instruments      Fair Value
    Measurements
         67




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (14)
    Commitments
    and Contingencies  Roundys
    Supermarkets, Inc. v. Nash Finch
        Other
    (15)
    Long-Term
    Compensation Plans     68




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested.
  (16)
    Pension
    and Other Post-retirement Benefits      Adoption
    of SFAS 158
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
 69




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employers Accounting for
    Pensions,
    Other Post-RetirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$



$
(133
)

$
(133
)Unrecognized actuarial losses (gains)


16,190



(137
)


16,053Unrecognized net periodic benefit cost


16,190



(270
)


15,920Less deferred taxes


(6,314
)


105



(6,209
)Total

$
9,876


$
(165
)

$
9,711     Other Post-RetirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$
(2
)

$
(778
)

$
(780
)Unrecognized actuarial losses (gains)


9,243



(115
)


9,128Unrecognized net periodic benefit cost


9,241



(893
)


8,348Less deferred taxes


(3,604
)


348



(3,256
)Unrecognized net periodic benefit cost

$
5,637


$
(545
)

$
5,092     Other Post-RetirementPension


Benefits(In thousands)Unrecognized prior service (credits)

$



$
(82
)Unrecognized actuarial losses (gains)


1,370



(5
)Total

$
1,370


$
(87
)  70




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##### Table of Contents



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


Other Post-Retirement Benefits2008


2007


2008


2007(In thousands)Funded StatusProjected benefit obligationBeginning of year

$
(39,037
)

$
(40,351
)

$
(894
)

$
(1,164
)Interest cost


(2,252
)


(2,340
)


(46
)


(56
)Participant contributions










(86
)


(134
)Plan amendments














Actuarial gain


(485
)


529



25



110Benefits paid


3,210



3,125



156



350End of year


(38,564
)


(39,037
)


(845
)


(894
)Fair value of plan assetsBeginning of year


35,380



34,877







Actual return on plan assets


(4,590
)


2,017







Employer contributions


1,079



1,612



70



216Participant contributions










86



134Benefits paid


(3,210
)


(3,126
)


(156
)


(350
)End of year


28,659



35,380







Funded status


(9,905
)


(3,657
)


(845
)


(894
)Accumulated benefit obligation

$
(38,564
)

$
(39,037
)

$
(845
)

$
(894
)     Pension Benefits


Other Benefits2008


2007


2008


2007(In thousands)Current liabilities

$



$



$
(160
)

$
(179
)Non-current liabilities


(9,905
)


(3,657
)


(685
)


(715
)Deferred taxes


6,314



3,604



(105
)


(349
)Accumulated other comprehensive income (loss)


9,876



5,637



(165
)


(545
)Net amount recognized

$
6,285


$
5,584


$
(1,115
)

$
(1,788
)  71




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Components
    of net periodic benefit cost (income)
    Pension Benefits


Other Benefits2008


2007


2006


2008


2007


2006(In thousands)Interest cost

$
2,252


$
2,340


$
2,267


$
47


$
56


$
70Expected return on plan assets


(2,410
)


(2,307
)


(2,347
)










Amortization of prior service cost


(2
)


(15
)


(15
)


(645
)


(645
)


(593
)Recognized actuarial loss (gain)


539



237



307



(2
)


(7
)


(4
)Net periodic benefit cost (gain)

$
379


$
255


$
212


$
(600
)

$
(596
)

$
(527
)   Assumptions
    Pension Benefits

Other Benefits2008

2007

2008

2007Discount rate


6.30
%


6.00
%


6.30
%


6.00
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension Benefits


Other Benefits2008


2007


2008


2007Discount rate


6.0
%


6.0
%


6.0
%


6.0
%Expected return on plan assets


7.0
%


7.0
%


N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A     January 3,


December 29,2009


2007Current year trend rate


10.00
%


8.00
%Ultimate year trend rate


5.00
%


5.00
%Year of ultimate trend rate


2014



2011     1%

1%Increase

DecreaseEffect on total of service and interest cost components

$
1


$
(1
)Effect on post-retirement benefit obligation


9



(8
)  72




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension
    Plan Investment Policy, Strategy and Assets
    January 3,


December 29,2009


2007Equity securities


27
%


39
%Debt securities


18
%


15
%Guaranteed investment contract


55
%


46
%Cash


0
%


0
%   Estimated
    Future Benefits Payments
    Pension


OtherYear

Benefits


Benefits2009

$
3,123


$
1602010


2,956



1142011


2,737



1192012


2,666



1032013


2,688



932014 or later


13,989



232$
28,159


$
821   Expected
    Long-Term Rate of Return
    Employer
    Contributions
  Pension
    Plan
   73




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Multi-Employer
    Plans
    (17)
    Segment
    Information        Major
    Segments of the Business
    Year End January 3, 2009
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,740,462


$
1,360,741


$
602,457


$
4,703,660Inter-segment revenue


307,591











307,591Interest revenue


(8
)










(8
)Interest expense (including capitalized lease interest)


(7
)






3,278



3,271Depreciation expense


9,359



2,039



6,769



18,167Segment profit


100,275



49,125



21,335



170,735Assets


451,222



150,151



99,128



700,501Expenditures for long-lived assets


6,131



3,395



12,835



22,361  74




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Major
    Segments of the Business
    Year End December 29, 2007
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,693,346


$
1,247,591


$
591,698


$
4,532,635Inter-segment revenue


300,290











300,290Interest revenue


(17
)










(17
)Interest expense (including capitalized lease interest)


(17
)






2,849



2,832Depreciation expense


10,342



1,924



6,060



18,326Segment profit


91,920



42,115



18,637



152,672Assets


424,849



155,474



89,155



669,478Expenditures for long-lived assets


3,647



3,078



3,191



9,916   Major
    Segments of the Business
    Year End December 30, 2006
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,787,669


$
1,195,041


$
648,919


$
4,631,629Inter-segment revenue


332,067











332,067Interest revenue


(53
)










(53
)Interest expense (including capitalized lease interest)


(51
)






2,840



2,789Depreciation expense


10,966



1,876



6,915



19,757Segment profit


75,790



40,526



20,813



137,129Assets


412,062



143,214



98,821



654,097Expenditures for long-lived assets


9,097



4,091



3,034



16,222  75




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation
    (In thousands)
  2008


2007


2006RevenuesTotal external revenue for segments

$
4,703,660


$
4,532,635


$
4,631,629Inter-segment revenue from reportable segments


307,591



300,290



332,067Elimination of inter-segment revenues


(307,591
)


(300,290
)


(332,067
)Total consolidated revenues

$
4,703,660


$
4,532,635


$
4,631,629Profit (Loss)Total profit for segments

$
170,735


$
152,672


$
137,129Unallocated amounts:Adjustment of inventory to LIFO


(19,740
)


(5,092
)


(2,630
)Unallocated corporate overhead


(92,261
)


(91,340
)


(119,320
)Goodwill impairment










(26,419
)Special charge






1,282



(6,253
)Income (Loss) from continuing operations before income taxes

$
58,734


$
57,522


$
(17,493
)AssetsTotal assets for segments

$
700,501


$
669,478


$
654,097Unallocated corporate assets


331,186



338,860



352,064Adjustment of inventory to LIFO


(76,110
)


(56,369
)


(51,278
)Elimination of intercompany receivables


(625
)


(587
)


(580
)Total consolidated assets

$
954,952


$
951,382


$
954,303   Other
    Significant Items-2008 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation and amortization

$
18,167


$
20,262


$
38,429Interest expense


3,271



18,252



21,523Expenditures for long-lived assets


22,361



9,594



31,955   Other
    Significant Items-2007 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation and amortization

$
18,326


$
20,556


$
38,882Interest expense


2,832



20,749



23,581Expenditures for long-lived assets


9,916



11,503



21,419  76




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##### Table of Contents



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


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation and amortization

$
19,757


$
21,694


$
41,451Interest expense


2,789



23,855



26,644Expenditures for long-lived assets


16,222



11,247



27,469     (18)
    Subsequent
    Event  Acquisition         77




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##### Table of Contents



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


Second Quarter


Third Quarter


Fourth Quarter12 Weeks


12 Weeks


16 Weeks


13 Weeks


12 Weeks2008


2007


2008


2007


2008


2007


2008


2007Sales

$
1,021,910


$
1,032,243


$
1,042,388


$
1,063,974


$
1,436,490


$
1,367,116


$
1,202,872


$
1,069,302Cost of sales


929,296



941,522



948,100



967,892



1,314,325



1,245,731



1,104,990



979,836Gross profit


92,614



90,721



94,288



96,082



122,165



121,385



97,882



89,466Earnings from continuing operations before income taxes


17,364



9,485



14,946



17,304



14,520



18,237



11,904



12,496Income tax expense


6,087



4,197



4,838



7,697



5,926



2,832



5,723



4,016Net earnings


11,277



5,288



10,108



9,607



8,594



15,405



6,181



8,480Net earnings as percentage of sales


1.10
%


0.51
%


0.97
%


0.90
%


0.60
%


1.13
%


0.51
%


0.79
%Basic earnings per share

$
0.87


$
0.39


$
0.79


$
0.71


$
0.67


$
1.14


$
0.48


$
0.63Diluted earnings per share

$
0.85


$
0.39


$
0.77


$
0.70


$
0.65


$
1.12


$
0.47


$
0.62       1.
    
    Reversal of $4.9 million of previously established tax
    reserves during third quarter of 2007.2.
    
    Retail store impairments and lease reserve charges of
    $0.1 million, $1.1 million, $1.3 million and
    $0.1 million in the first, second, third and fourth
    quarters, respectively, of 2007.3.
    
    Net decrease in special charges of $1.3 million in the
    second quarter of 2007.4.
    
    Inventory markdown and wind down costs related to retail store
    closings and retail markdown adjustments of $0.5 million
    and $2.6 million in the third and fourth quarter,
    respectively, of 2007.5.
    
    Gain on sales of assets of $0.7 million in the second
    quarter of 2007.6.
    
    Year-over-year increase in non-cash LIFO charges of
    $0.3 million, $1.6 million, $7.3 million and
    $5.5 million in the first, second, third and fourth
    quarters, respectively, of 2008.7.
    
    Reversal of bad debt and lease reserves related to food
    distribution customers of $3.0 million and
    $0.3 million in the first and fourth quarters,
    respectively, of 2008.8.
    
    Gain on the sale of intangible assets of $0.2 million and
    $0.4 million in the first and third quarters, respectively,
    of 2008.9.
    
    Inventory markdown and wind down costs related to retail store
    closings and retail markdown adjustments of $0.1 million in
    the first quarter of 2008.10.
    
    Retail store impairments and lease reserves of
    $0.3 million, $0.3 million and $0.6 million in
    the first, second and third quarters, respectively, of 2008.11.
    
    Write-off of deferred financing costs of $1.0 million in
    the second quarter of 2008.12.
    
    Acquisition costs of $0.5 million in the fourth quarter of
    2008. 78




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Managements
    Annual Report On Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
   79




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
            
    80




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVERNANCE  Form 10-K,
  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 Information
  Number of SecuritiesNumber of Securities to





Remaining Available forbe Issued Upon


Weighted-Average


Future Issuance Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,185,403
(1)

$
37.94
(2)


274,888
(3)Equity compensation plans not approved by security holders


16,471







29,021
(4)1,201,874


$
37.94



303,909     (1)
    
    Includes stock options, stock appreciation rights, restricted
    stock units and performance units awarded under the 2000 Stock
    Incentive Plan (2000 Plan) and share units acquired
    by directors under the 1997 Non-Employee Director Stock
    Compensation Plan (1997 Director Plan) net of
    23,301 outstanding shares held by a benefits protection trust
    with respect to such share units.(2)
    
    Each share unit acquired through the deferral of director
    compensation under the 1997 Director Plan and each
    performance unit granted under the 2000 Plan is payable in one
    share of Nash Finch common stock 81




---



##### Table of Contents



following the participants termination of service as an
    officer or director. As they have no exercise price, the Share
    units and performance units outstanding at January 3, 2009
    are not included in the calculation of the weighted average
    exercise price.(3)
    
    The following numbers of shares remained available for issuance
    under each of our equity compensation plans at January 3,
    2009. Grants under each plan may be in the form of any of the
    types of awards noted:  Plan

Number of Shares

Type of Award2000 Plan


225,731


Stock options, restricted stock, stock appreciation rights,
    performance units, and stock bonuses.1997 Director Plan


36,652


Share unitsEmployee Stock Purchase Plan


12,505


Stock options (IRC §423 plan)     (4)
    
    Shares remaining available for issuance under the Director
    Deferred Compensation Plan. Each share unit acquired through the
    deferral of director compensation under the Director Deferred
    Compensation Plan is payable in one share of Nash Finch common
    stock following the individuals termination of service as
    a director.  Description
    of Plans Not Approved by Shareholders
  Director Deferred Compensation Plan.
  Security
    Ownership of Certain Beneficial Owners and Management
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   82




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##### Table of Contents



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

Description2
.1

Asset Purchase Agreement between Roundys, Inc. and
    Nash-Finch Company, dated as of February 24, 2005
    (incorporated by reference to Exhibit 2.1 to our current
    report on
    Form 8-K
    filed February 28, 2005 (File
    No. 0-785)).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)). 83




---



##### Table of Contents



ExhibitNo.

Description3
.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

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
.6

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)).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)).10
.1

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

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

Second Amendment to Credit Agreement, dated November 28,
    2006, among Nash-Finch Company, the Lenders party thereto, and
    Deutsche Bank Trust Company Americas, as Administrative
    Agent (incorporated by reference to Exhibit 99.1 to our
    current report on
    Form 8-K
    filed November 28, 2006 (File
    No. 0-785))10
.4

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
.5

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

Second Declaration of Amendment to Nash-Finch Company Income
    Deferral Plan (as amended through May 21, 2004)
    (incorporated by reference to Exhibit 10.4 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)). 84




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##### Table of Contents



ExhibitNo.

Description*10
.7

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

Amended and Restated Nash-Finch Company Deferred Compensation
    Plan (filed herewith).*10
.9

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
.10

Nash-Finch Company 2000 Stock Incentive Plan (as amended and
    restated on July 14, 2008) (filed herewith).*10
.11

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
.12

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
.13

Nash-Finch Company 1995 Director Stock Option Plan (as
    amended on February 22, 2000 and February 19, 2002)
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File
    No. 0-785)).*10
.14

First Declaration of Amendment to the Nash-Finch Company
    1995 Director Stock Option Plan (as amended on
    February 22, 2000 and February 19, 2002) (incorporated
    by reference to Exhibit 10.9 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.15

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
.16

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
.17

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
.18

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
.19

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
.20

Amended and Restated Nash-Finch Company Director Deferred
    Compensation Plan (filed herewith).*10
.21

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
.22

Nash-Finch Company Supplemental Executive Retirement Plan (as
    amended and restated on July 14, 2008) (filed herewith).*10
.23

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
.24

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)). 85




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##### Table of Contents



ExhibitNo.

Description*10
.25

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
.26

Form of Amended and Restated Restricted Stock Unit Agreement
    (for non-employee directors under the 2000 Stock Incentive Plan)
    (filed herewith).*10
.27

New Form of Restricted Stock Unit Award Agreement (for
    non-employee directors under the 2000 Stock Incentive Plan)
    (filed herewith).*10
.28

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
.29

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
.30

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
.31

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
.32

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
.33

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
.34

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
.35

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
.36

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
.37

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
.38

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)).*10
.39

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
.40

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)).12
.1

Computation of Ratio of Earnings to Fixed Charges (filed
    herewith).21
.1

Our subsidiaries (filed herewith).23
.1

Consent of Ernst & Young LLP (filed herewith). 86




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##### Table of Contents



ExhibitNo.

Description24
.1

Power of Attorney (filed herewith).31
.1

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

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

Section 1350 Certification of Chief Executive Officer and
    Chief Financial Officer (furnished herewith).A copy of any of these exhibits will be furnished at a
    reasonable cost to any of our 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.     *
    
    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. 87




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Valuation and Qualifying Accounts
    Fiscal Years ended January 3, 2009, December 29, 2007
    and December 30, 2006
    (In thousands)
  Charged to


ChargedBalance at


(Reversed from)


(Credited)





BalanceBeginning


Costs and


to Other





at Endof Year


Expenses


Accounts(a)


Deductions


of YearDescription52 weeks ended December 30, 2006:Allowance for doubtful accounts(c)

$
20,518


$
5,600


$
987


$
1,144
(b)

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


7,638



9,358







1,924
(d)


15,072$
28,156


$
14,958


$
987


$
3,068


$
41,03352 weeks ended December 29, 2007:Allowance for doubtful accounts(c)

$
25,961


$
1,234


$
460


$
19,986
(b)

$
7,669Provision for losses relating to leases on closed locations


15,072



552







2,422
(d)


13,202$
41,033


$
1,786


$
460


$
22,408


$
20,87153 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


$
13,538     (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 & termination fees 88




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##### Table of Contents



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

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

/s/  Mickey
    P. Foret*Mickey
    P. Foret/s/  Robert
    L. Bagby*Robert
    L. Bagby

/s/  Douglas
    A. Hacker*Douglas
    A. Hacker/s/  Sam
    K. Duncan*Sam
    K. Duncan

/s/  Hawthorne
    L.
    Proctor*Hawthorne
    L. Proctor*By:

/s/  Kathleen
    M. MahoneyKathleen
    M. MahoneyAttorney-in-fact  89




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##### Table of Contents



NASH-FINCH
    COMPANY
    EXHIBIT INDEX TO ANNUAL REPORT
    ON
    FORM 10-K
    For Fiscal Year Ended January 3, 2009
  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

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

IBR3.6

Amended and Restated Bylaws of Nash-Finch Company (as amended
    May 13, 2008).

IBR4.1

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

IBR4.2

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

IBR4.3

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

IBR4.4

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

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

IBR10.2

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

IBR10.3

Second Amendment to Credit Agreement dated as of
    November 28, 2006 among Nash-Finch Company, Various Lenders
    and Deutsche Bank Trust Company Americas, as administrative
    agent.

IBR10.4

Credit Agreement, dated as of April 11, 2008, among Nash
    Finch Company, Various Lenders and Bank of America, N.A. as
    Administrative Agent.

IBR10.5

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

IBR10.6

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

IBR 90




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10.7

Nash-Finch Company Deferred Compensation Plan.

IBR10.8

Amended and Restated Nash-Finch Company Deferred Compensation
    Plan.

Filed Electronically (E)10.9

Nash-Finch Company 2000 Stock Incentive Plan.

IBR10.10

Nash-Finch Company 2000 Stock Incentive Plan (as amended and
    restated on July 14, 2008).

E10.11

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

IBR10.12

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

IBR10.13

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

IBR10.14

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

IBR10.15

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

IBR10.16

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

IBR10.17

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

IBR10.18

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

IBR10.19

Nash-Finch Company Director Deferred Compensation Plan.

IBR10.20

Amended and Restated Nash-Finch Company Director Deferred
    Compensation Plan.

E10.21

Nash-Finch Company Supplemental Executive Retirement Plan.

IBR10.22

Nash-Finch Company Supplemental Executive Retirement Plan (as
    amended and restated on July 14, 2008).

E10.23

Nash-Finch Company Performance Incentive Plan.

IBR10.24

Description of Nash-Finch Company 2005 Executive Incentive
    Program.

IBR10.25

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

IBR10.26

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

E10.27

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

E10.28

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

IBR10.29

Form of Amended and Restated Restricted Stock Unit Award
    Agreement (under the 2000 Stock Incentive Plan).

IBR10.30

New Form of Executive Restricted Stock Unit Agreement (under the
    2000 Stock Incentive Plan), effective July 14, 2008.

IBR10.31

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

IBR10.32

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.

IBR10.33

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

IBR 91




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10.34

Amendment to the Letter Agreement between Nash-Finch Company and
    Alec. C. Covington dated February 27, 2007.

IBR10.35

Change in Control Agreement entered into by Nash Finch Company
    and Alec C. Covington dated February 26, 2008.

IBR10.36

Restricted Stock Unit Agreement between the Company and Alec C.
    Covington dated February 27, 2007.

IBR10.37

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

IBR10.38

Amended Form of Change in Control Agreement for Senior and
    Executive Vice Presidents, effective November 3, 2008.

IBR10.39

Form of Amended and Restated Indemnification Agreement.

IBR10.40

Stock Appreciation Rights Agreement under the Nash-Finch Company
    2000 Stock Incentive Plan dated December 17, 2008.

IBR12.1

Computation of Ratio of Earnings to Fixed Charges.

E21.1

Our subsidiaries.

E23.1

Consent of Ernst & Young LLP.

E24.2

Power of Attorney.

E31.3

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

E31.4

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

E32.2

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

E  92