##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2005o

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

41-0431960(State of
    Incorporation)

(I.R.S. Employer Identification
    No.)   7600 France Avenue South
    P.O. Box 355
    Minneapolis, Minnesota(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
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



Nash
    Finch Company
  Index
  Page No.PART IItem 1.

Business


1Item 1A.

Risk Factors


7Item 1B.

Unresolved Staff
    Comments


11Item 2.

Properties


11Item 3.

Legal
    Proceedings


12Item 4.

Submission of
    Matters to a Vote of Security Holders


13Executive Officers of the
    Registrant


13PART IIItem 5.

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


15Item 6.

Selected Financial
    Data


16Item 7.

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


18Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk


33Item 8.

Financial
    Statements and Supplementary Data


34Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


70Item 9A.

Controls and
    Procedures


70Item 9B.

Other
    Information


73PART IIIItem 10.

Directors and
    Executive Officers of the Registrant


73Item 11.

Executive
    Compensation


73Item 12.

Security Ownership
    of Certain Beneficial Owners and Management


73Item 13.

Certain
    Relationships and Related Transactions


74Item 14.

Principal
    Accountant Fees and Services


74PART IVItem 15.

Exhibits and
    Financial Statement Schedules


75SIGNATURES


79SubsidiariesConsent of Ernst & Young LLPPower of AttorneyRule 13a-14(a) Certification of the CEORule 13a-14(a) Certification of the CFOSection 1350 Certification of CEO & CFO




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##### Table of Contents



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




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##### Table of Contents



Food
    Distribution Segment
      1 2
     2




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##### Table of Contents



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




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##### Table of Contents



Military
    Segment
           4




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##### Table of Contents



Retail
    Segment
  Econofoods Sun
    Mart Family Thrift Center, AVANZA Wholesale
    Food Outlet AVANZA Wholesale Food Outlet
  The Fresh Place AVANZA Wholesale Food Outlet
    Competition
  Food
    Distribution Segment
    Military
    Segment
   5




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##### Table of Contents



Retail
    Segment
    Vendor
    Allowances and Credits
      and/or
 6




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##### Table of Contents



Trademarks
    and Servicemarks
  Our Family Value Choice
  Employees
    Available
    Information
  www.nashfinch.com. Form 10-K, Form 10-Q, Form 8-K Code of Business Conduct Code of Ethics for Senior Financial Management
  ITEM 1A.
    RISK
    FACTORS  Form 10-K,
  We
    face substantial competition and our competitors may have
    superior resources, which could place us at a competitive
    disadvantage.
     7




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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 of the operations
    we acquired from Roundys due to factors such as the
    inability to successfully integrate those operations into our
    business or to retain its customer base, which may adversely
    affect our results of operations and financial
    condition.
    
    demands on management related to the significant increase in our
    size after the acquisition of these operations; 8




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##### Table of Contents



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




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Our
    distribution business could be negatively affected if we fail to
    retain existing customers or attract significant numbers of new
    customers.
    Changes
    in vendor promotions or allowances, including the way vendors
    target their promotional spending, and our ability to
    effectively manage these programs could significantly impact our
    margins and profitability.
    Our
    debt instruments include financial and other covenants that
    limit our operating flexibility and that may affect our future
    business strategies and operating results.
    Our
    operations are linked to domestic and international military
    distribution, and a change in the military commissary system
    could negatively impact our results of operations and financial
    condition.
   10




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##### Table of Contents



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

(Square Feet)Midwest Region:Bellefontaine, Ohio (1)


666,000Omaha, Nebraska


626,900Bridgeport, Michigan (2)


604,500Cedar Rapids, Iowa


351,900St. Cloud, Minnesota


329,000Sioux Falls, South Dakota (3)


303,400Fargo, North Dakota


288,800Rapid City, South Dakota (4)


195,100Minot, North Dakota


185,200Southeast Region:Cincinnati, Ohio


403,300Lumberton, North Carolina (2)


336,500Statesboro, Georgia (2)


230,500Bluefield, Virginia


187,500Great Lakes Region:Lima, Ohio (5)


547,200Westville, Indiana


631,900Total Square Footage


5,887,700     (1)
    
    This facility includes two separate distribution operations, one
    that distributes dry groceries, frozen foods, fresh and
    processed meat products, and a variety of non-food products, and
    the other that distributes health and beauty care products,
    general merchandise and specialty grocery products.(2)
    
    Leased facility.(3)
    
    Includes 107,300 square feet that we lease. The Sioux Falls
    facility represents two distinct distribution centers, one that
    distributes limited variety and slow moving products, and the
    other that distributes general merchandise and health and beauty
    care products.(4)
    
    Includes 8,000 square feet that we lease. 11




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##### Table of Contents



(5)
    
    Includes 94,000 square feet that we lease.  Military
    Segment
    Approx. SizeLocation

(Square Feet)Norfolk, Virginia (1)


789,900Jessup, Maryland


115,200Total Square Footage


905,100     (1)
    
    Includes 56,700 square feet that we own.  Retail
    Segment
    Number


Areas

AverageBanner

of Stores


of Operation

Square Feet*Econofoods


35


IA, IL, MN, SD, WI, WY


36,167Sun Mart


28


CO, MN, NE, ND


32,744Family Thrift Center


6


SD


32,321AVANZA


3


CO


32,562Wholesale Food Outlet


3


CO, IA, NE


28,784Pick-and-Save


2


OH


49,239Other Stores


1


MN


3,512Total


78     *
    
    The average square footage excludes the square footage
    associated with four Company-owned pharmacies. As of
    December 31, 2005, the aggregate square footage of our 78
    retail grocery stores totaled 2,662,618 square feet.  ITEM 3.
    LEGAL
    PROCEEDINGS  Shareholder
    Litigation
   12




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Securities
    and Exchange Commission Inquiry
    Other
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    EXECUTIVE
    OFFICERS OF THE REGISTRANT
      Year First Electedor Appointed as anName

Age

Executive Officer

TitleAllister P. Graham


69



2006


Chairman and Interim Chief
    Executive OfficerBruce A. Cross


53



1998


Executive Vice President,
    MerchandisingJoe R. Eulberg


48



2003


Sr. Vice President, Human ResourcesTerry J. Littrell


56



2005


Sr. Vice President, Food
    DistributionSarah W. Miller


36



2005


Sr. Vice President, Chief
    Information OfficerJeffrey E. Poore


47



2001


Sr. Vice President, MilitaryLeAnne M. Stewart


41



1999


Sr. Vice President, Chief
    Financial Officer & Treasurer    13




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##### Table of Contents



Allister P. Graham
  Bruce A. Cross
  Joe R. Eulberg
  Terry J. Littrell
  Sarah W. Miller E-Business
  Jeffrey E. Poore
  LeAnne M. Stewart
 14




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Dividends2005


2004


Per ShareHigh


Low


High


Low


2005


2004First Quarter

$
44.00



35.27



28.88



19.75



0.135



0.135Second Quarter


39.59



33.89



25.10



18.06



0.180



0.135Third Quarter


43.90



36.40



31.99



22.60



0.180



0.135Fourth Quarter


42.85



24.83



38.66



29.81



0.180



0.135       (d)(c)


Maximum Number(a)





Total Number of


(or ApproximateTotal


(b)


Shares Purchased


Dollar Value) ofNumber


Average Price


as Part of Publicly


Shares that may Yetof Shares


Paid per


Announced Plans


be Purchased UnderPeriod

Purchased


Share


or Programs


Plans or ProgramsPeriod 11 (October 9 to
    November 5, 2005)


738


$
29.15



(1
)


(1
)Period 12 (November 6 to
    December 3, 2005)














Period 13 (December 4 to
    December 31, 2005)


845



26.45







Total


1,583


$
27.71



(1
)


(1
)     (1)
    
    The Nash Finch Company Deferred Compensation Plans
    Trust Agreement requires that dividends paid on Company
    common stock held in the Trust be reinvested in additional
    shares of such common stock. 15




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  NASH
    FINCH COMPANY AND SUBSIDIARIES
   Consolidated Summary of Operations
    Five years ended December 31, 2005 (not covered by
    Independent Auditors Report)
    (Dollar amounts in thousands except per share amounts)
  2005 (1)


2004


2003


2002


2001(52 Weeks)


(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)Sales (2)

$
4,555,507



3,897,074



3,971,502



3,874,672



3,982,206Cost of sales (2)


4,124,344



3,474,329



3,516,460



3,408,409



3,529,124Selling, general and administrative


300,837



299,727



326,716



350,305



337,330Gains on sale of real estate


(3,697
)


(5,586
)


(748
)


(3,826
)


(2,647
)Special charges


(1,296
)


34,779







(765
)


Extinguishment of debt






7,204











Depreciation and amortization


43,721



40,241



42,412



39,988



46,601Interest expense


24,732



27,181



34,729



30,429



35,506Income tax expense


25,670



4,322



17,254



19,552



15,025Earnings from continuing operations


41,196



14,877



34,679



30,580



21,267Net earnings from discontinued
    operations


56



55



413







Cumulative effect of change in
    accounting principle, net of income tax (3)














(6,960
)


Net earnings

$
41,252



14,932



35,092



23,620



21,267Basic earnings per share:Continuing operations

$
3.19



1.20



2.87



2.59



1.83Discontinued operations










0.03







Cumulative effect of change in
    accounting principle (3)














(0.59
)


Basic earnings per share

$
3.19



1.20



2.90



2.00



1.83Diluted earnings per share:Continuing operations

$
3.13



1.18



2.85



2.52



1.78Discontinued operations










0.03







Extraordinary change from early
    extinguishment of debt














(0.57
)


Diluted earnings per share

$
3.13



1.18



2.88



1.95



1.78Cash dividends declared per common
    share

$
0.675



0.54



0.36



0.36



0.36Pretax earnings from continuing
    operations as a percent of sales


1.47
%


0.49
%


1.31
%


1.29
%


0.91
%Net earnings as a percent of sales


0.91
%


0.38
%


0.88
%


0.61
%


0.53
%Effective income tax rate


38.4
%


22.6
%


33.3
%


39.0
%


41.4
%Current assets

$
512,207



400.587



415,810



468,281



479,364Current liabilities

$
325,859



280,162



284,752



309,256



383,624Net working capital

$
186,348



120,425



131,058



159,025



95,740Ratio of current assets to current
    liabilities


1.57



1.43



1.46



1.51



1.25Total assets

$
1,077,424



815,628



886,352



947,922



970,245Capital expenditures

$
24,638



22,327



40,728



52,605



43,924Long-term obligations (long-term
    debt and capitalized lease obligations)

$
407,659



239,603



326,583



405,376



368,807Stockholders equity

$
322,578



273,928



256,457



221,479



203,408Stockholders equity per
    share (4)

$
25.20



22.21



21.36



18.61



17.43Return on stockholders
    equity (5)


12.77
%


5.43
%


13.52
%


13.81
%


10.46
%Number of common stockholders of
    record at year-end


2,322



2,579



2,841



2,797



2,710Common stock high price (6)

$
44.00



38.66



24.70



33.18



35.54Common stock low price (6)

$
24.83



18.06



4.26



7.12



11.81  16




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##### Table of Contents



(1)
    
    Information presented for fiscal
    2005 reflects the acquisition by the Company 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
    the Companys Consolidated Financial Statements and notes
    thereto.(2)
    
    See Part II, Item 8, of
    this report under Note (1) of the Consolidated Financial
    Statement under the caption Revenue Recognition for
    information regarding the reclassification of facilitated
    services.(3)
    
    Effect of adoption of EITF
    No. 02-16,
    Accounting by a Customer (Including a Reseller) for
    Certain Consideration Received from a Vendor.(4)
    
    Based on average outstanding shares
    at year-end.(5)
    
    Return based on continuing
    operations.(6)
    
    High and low closing sales price on
    Nasdaq National Market. 17




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
      day-to-day
     18




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##### Table of Contents



Results
    of Operations
    Sales
    2005


2004


2003Percent


Percent





Percent


Percent





PercentSegment sales:

Sales


of Sales


Change


Sales


of Sales


Change


Sales


of SalesFood Distribution

$
2,669.3



58.6
%


36.1
%


1,961.2



50.3
%


2.4
%


1,915.2



48.2
%Military


1,157.2



25.4
%


3.1
%


1,122.1



28.8
%


2.9
%


1,090.0



27.5
%Retail


729.0



16.0
%


(10.4
%)


813.8



20.9
%


(15.8
%)


966.3



24.3
%Total Sales

$
4,555.5



100.0
%


16.9
%


3,897.1



100.0
%


(1.9
%)


3,971.5



100.0
%     Adjusted
    Fiscal 2003 Sales for the Effect of an Additional Week of
    Sales
  Comparable53rd


Comparable


PercentWeek


52 Weeks


Change 2004Segment sales:

Sales


Sales


of Sales


to 2003Food Distribution

$
1,915.2



33.3



1,881.9



4.2
%Military


1,090.0



17.3



1,072.7



4.6
%Retail


966.3



17.8



948.5



(14.2
%)Total Sales

$
3,971.5



68.4



3,903.1



(0.2
%)   year-to-date
     19




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##### Table of Contents



Fiscal Year


Fiscal Year2005


2004Number of stores at beginning of
    year


85



110Acquired stores


2



0Closed or sold stores


(9
)


(25
)Number of stores at end of year


78



85   Gross
    Profit
  2003-2005
      Selling,
    General and Administrative
  2003-2005
    Gain
    on Sale of Real Estate
   20




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##### Table of Contents



Special
    Charges
  AVANZA
  AVANZA held-for-sale.
  Depreciation
    and Amortization Expense
    Interest
    Expense
    Income
    Tax Expense
      Discontinued
    Operations
    Net
    Earnings
   21




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##### Table of Contents



Fifty-Two Weeks


Fifty-Two Weeks


Fifty-Three WeeksEnded December 31,


Ended January 1,


Ended January 3,2005


2005


2004$


EPS


$


EPS


$


EPSNet earnings from continuing
    operations as reported


41,196



3.13



14,877



1.18



34,679



2.85Items affecting
    earningsBridge loan fee


457



0.03















Call premium for early redemption
    of senior subordinated notes










2,819



0.22







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










1,525



0.12







Special charge from store
    dispositions


(791
)


(0.06
)


20,950



1.66







Store closure cost reflected in
    operations (Q2 2004)










2,009



0.16Fees paid to lenders as
    consideration for bond indenture and credit facility waivers


















2,339



0.19Reduction of health insurance
    expense


















(3,790
)


(0.31
)Reduction in income tax expense


(1,076
)


0.08



(3,300
)


(0.27
)


(3,000
)


(0.25
)   Liquidity
    and Capital Resources
         22




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##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Payment Due by Period(In thousands)Less than








Over 5Contractual
    Obligations

Total


1 Year


1-3 Years


4-5 Years


YearsLong Term Debt(1)

$
372,322



2,074



1,212



216,823



152,213Capital Lease
    Obligations(2) (3)


69,958



7,164



14,305



13,735



34,754Operating Leases(2)


137,303



24,489



39,410



28,812



44,592Purchase Obligations(4)


83,771



31,855



51,863



52



Total Contractual Cash
    Obligations(5)

$
663,354



65,582



106,790



259,422



231,559     (1)
    
    Refer to Part II, Item 8 in this report under Note
    (7)  Long-term Debt and Bank Credit
    Facilities in Notes to Consolidated Financial Statements
    and to the discussion of covenant compliance below for
    additional information regarding long term debt.(2)
    
    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 (14)  Leases in
    Notes to Consolidated Financial Statements and under the caption
    Lease Commitments under Critical Accounting
    Policies, below.(3)
    
    Includes amounts classified as imputed interest.(4)
    
    The majority of our purchase obligations involve purchase orders
    made in the ordinary course of business, which are not included
    in the table above. Our purchase orders are based on our current
    needs and are fulfilled by our vendors within very short time
    horizons. Any amounts for which we are liable under purchase
    orders are reflected in our consolidated balance sheet as
    accounts payable upon shipment of the underlying product. The
    purchase obligations shown in this table also exclude agreements
    that are cancelable by us without significant penalty, which
    include contracts for routine outsourced services. The amount of
    purchase obligations shown in the table represents the amount of
    product we are contractually obligated to purchase to earn
    $0.8 million in upfront contract monies received. Should we
    not be able to fulfill these purchase obligations, we would be
    only obligated to pay back the unearned upfront contract monies.(5)
    
    We have not included obligations under our pension and
    postretirement medical benefit plans in the contractual
    obligations table. As of December 31, 2005 we had a pension
    funding obligation of $8.4 million as discussed further in
    Part II, Item 8 in this report under Note
    (19)  Pension and Other Post-retirement
    Benefits. 23




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##### Table of Contents



Commitment Expiration per
    PeriodTotalAmounts


Less than








Over 5Other Commercial
    Commitments

Committed


1 Year


1-3 Years


4-5 Years


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

$
17,578



17,578











Guarantees(2)


32,008







4,495



3,935



23,578Total Other Commercial Commitments

$
49,586



17,578



4,495



3,935



23,578     (1)
    
    Letters of credit relate primarily to supporting workers
    compensation obligations and are renewable annually.(2)
    
    Refer to Part II, Item 8 of this report under Note
    (15)  Concentration of Credit Risk
    of Notes to Consolidated Financial Statements and under the
    caption Guarantees of Debt and Lease Obligations of
    Others under Critical Accounting Policies,
    below, for additional information regarding debt, lease
    guarantees and assigned leases.  Senior
    Secured Credit Facility
     24




---



##### Table of Contents



Financial Covenant

Required Ratio


Actual RatioInterest Coverage Ratio(1)


3.50:1.00 (minimum
)


5.43:1.00Leverage Ratio(2)


3.50:1.00 (maximum
)


2.99:1.00Senior Secured Leverage Ratio(3)


2.75:1.00 (maximum
)


1.56:1.00Working Capital Ratio(4)


1.75:1.00 (minimum
)


2.29:1.00     (1)
    
    Ratio of Consolidated EBITDA for the trailing four quarters to
    interest expense for such period.(2)
    
    Total outstanding debt to Consolidated EBITDA for the trailing
    four quarters.(3)
    
    Total outstanding senior secured debt to Consolidated EBITDA for
    the trailing four quarters.(4)
    
    Ratio of net trade accounts receivable plus inventory to the sum
    of loans and letters of credit outstanding under the new credit
    agreement plus certain additional secured debt.   25




---



##### Table of Contents



2005Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings from continuing
    operations before income taxes

$
11,361



16,041



18,100



21,364



66,866Interest expense


4,187



6,578



7,919



6,048



24,732Depreciation and amortization


8,374



10,614



14,357



10,376



43,721LIFO


577



828



(229
)


(452
)


724Closed store lease costs


178







216



(191
)


203Asset impairments


458



2,089



1,772



851



5,170Gains on sale of real estate






(541
)


(556
)


(2,600
)


(3,697
)Subsequent cash payments on
    non-cash charges


(1,375
)


(652
)


(752
)


(2,690
)


(5,469
)Special charge






(1,296
)










(1,296
)Total Consolidated EBITDA

$
23,760



33,661



40,827



32,706



130,954   2004Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing
    operations before income taxes

$
7,757



(25,639
)


22,620



14,461



19,199Interest expense


6,706



6,677



8,429



5,369



27,181Depreciation and amortization


10,156



9,800



11,615



8,670



40,241LIFO


392



783



1,043



1,307



3,525Closed store lease costs


(129
)


1,146



643



3,211



4,871Asset impairments














853



853Gains on sale of real estate


(82
)


(14
)


(3,317
)


(2,173
)


(5,586
)Subsequent cash payments on
    non-cash charges


(565
)


(625
)


(1,633
)


(693
)


(3,516
)Extinguishment of Debt














7,204



7,204Special charge






36,494







(1,715
)


34,779Total Consolidated EBITDA

$
24,235



28,622



39,400



36,494



128,751   26




---



##### Table of Contents



2003Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings from continuing
    operations before income taxes

$
5,346



11,910



14,105



20,572



51,933Interest expense


11,008



7,238



9,257



7,226



34,729Depreciation and amortization


9,440



9,642



13,098



10,232



42,412LIFO


400



400



41



(1,961
)


(1,120
)Closed store lease costs


354



32



583



187



1,156Asset impairments


390







1,725



591



2,706Gains on sale of real estate


(66
)


(126
)


(218
)


(338
)


(748
)Subsequent cash payments on
    non-cash charges


(532
)


(508
)


(602
)


(598
)


(2,240
)Curtailment of post retirement plan














(4,004
)


(4,004
)Total Consolidated EBITDA

$
26,340



28,588



37,989



31,907



124,824     Convertible
    Subordinated Debt
           27




---



##### Table of Contents



Redemption
    of Senior Subordinated Notes
    Debt
    Obligations Generally
    Fixed Rate


Variable RateFair Value


Amount


Rate


Fair Value


Amount


Rate(In thousands)2006





$
2,074



3.6
%










2007






663



3.6
%










2008






549



3.6
%










2009






595



3.6
%





$
40,600



6.7
%2010






628



3.5
%






175,000



6.7
%Thereafter






152,213



3.5
%










$
124,100


$
156,722






$
215,600


$
215,600   Derivative
    Instruments
     28




---



##### Table of Contents



Notional

Effective Date


Termination Date


Fixed Rate(In thousands)$ 45,000


12/13/2005



12/13/2006



3.809
%30,000


12/13/2005



12/13/2006



4.735
%20,000


12/13/2005



12/13/2006



3.825
%20,000


12/13/2005



12/13/2007



4.737
%30,000


12/13/2006



12/31/2007



4.100
%20,000


12/13/2006



12/13/2007



4.095
%20,000


12/13/2006



12/13/2007



4.751
%       12/31/05


01/01/05Interest Rate Swaps:Pay fixed / receive variable

$
185,000



255,000Fair value


860



(82
)Average receive rate for effective
    swaps


4.4
%


2.4

%Average pay rate for effective
    swaps


4.2
%


3.0

%     Notional

Effective Date


Termination Date


Fixed Rate100,000 gallons/month


12/7/2004



11/30/2006


$
1.18100,000 gallons/month


1/1/2005



12/29/2006


$
1.16     Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
   29




---



##### Table of Contents



Customer
    Exposure and Credit Risk
  Allowance for Doubtful
    Accounts  Methodology.
  Lease Commitments.
  Guarantees of Debt and Lease Obligations of
    Others.
 30




---



##### Table of Contents



Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
    Goodwill
  Goodwill and Other Intangible Assets
  Income
    Taxes
     31




---



##### Table of Contents



Reserves
    for Self Insurance
    Vendor
    Allowances and Credits
    New
    Accounting Standards
  Share-Based Payment.
 32




---



##### Table of Contents



Accounting for Stock Based Compensation, Accounting for
    Stock Issued to Employees.
      ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     33




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
                   34




---



##### Table of Contents



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

2005


2004


2003January 1, 2005 and
    January 3, 2004

(52 Weeks)


(52 Weeks)


(53 Weeks)Sales

$
4,555,507



3,897,074



3,971,502Cost and expenses:Cost of sales


4,124,344



3,474,329



3,516,460Selling, general and administrative


300,837



299,727



326,716Gains on sale of real estate


(3,697
)


(5,586
)


(748
)Special charges


(1,296
)


34,779



Extinguishment of debt






7,204



Depreciation and amortization


43,721



40,241



42,412Interest expense


24,732



27,181



34,729Total cost and expenses


4,488,641



3,877,875



3,919,569Earnings from continuing
    operations before income taxes


66,866



19,199



51,933Income tax expense


25,670



4,322



17,254Earnings from continuing operations


41,196



14,877



34,679Discontinued operations:Gain on disposition


92



91



678Tax expense


(36
)


(36
)


(265
)Net earnings from discontinued
    operations


56



55



413Net earnings

$
41,252



14,932



35,092Basic earnings per share:Continuing operations

$
3.19



1.20



2.87Discontinued operations










0.03Net earnings per share

$
3.19



1.20



2.90Diluted earnings per share:Continuing operations

$
3.13



1.18



2.85Discontinued operations










0.03Net earnings per share

$
3.13



1.18



2.88     35




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
   Consolidated Balance Sheets
 (In thousands, except per share amounts)
  December 31,


January 1,2005


2005ASSETSCurrent assets:Cash and cash equivalents

$
1,257



5,029Accounts and notes receivable, net


195,367



157,397Inventories


289,123



213,343Prepaid expenses


16,984



15,524Deferred tax assets


9,476



9,294Total current assets


512,207



400,587Investments in marketable securities


703



1,661Notes receivable, net


16,299



26,554Property, plant and equipment:Land


18,107



21,289Buildings and improvements


193,181



155,906Furniture, fixtures and equipment


311,778



300,432Leasehold improvements


65,451



71,907Construction in progress


1,876



1,784Assets under capitalized leases


40,171



40,171630,564



591,489Less accumulated depreciation and
    amortization


(387,857
)


(377,820
)Net property, plant and equipment


242,707



213,669Goodwill


244,471



147,435Customer contracts &
    relationships, net


35,619



4,059Investment in direct financing
    leases


9,920



10,876Deferred tax asset, net


1,667



2,560Other assets


13,831



8,227Total assets

$
1,077,424



815,628LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Outstanding checks

$
10,787



11,344Current maturities of long-term
    debt and capitalized lease obligations


5,022



5,440Accounts payable


217,368



180,359Accrued expenses


83,539



72,200Income taxes


9,143



10,819Total current liabilities


325,859



280,162Long-term debt


370,248



199,243Capitalized lease obligations


37,411



40,360Other liabilities


21,328



21,935Commitments and contingencies






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






Common stock of
    $1.662/3
    par valueAuthorized 50,000 shares,
    issued 13,317 and 12,657 shares, respectively


22,195



21,096Additional paid-in capital


49,430



34,848Restricted stock


(78
)


(224
)Common stock held in trust


(1,882
)


(1,652
)Deferred compensation obligations


1,882



1,652Accumulated other comprehensive
    income


(4,912
)


(5,262
)Retained earnings


256,149



223,676322,784



274,134Less cost of 11 and 11 shares
    of common stock in treasury, respectively


(206
)


(206
)Total stockholders equity


322,578



273,928Total liabilities and
    stockholders equity

$
1,077,424



815,628     36




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
   Consolidated Statements of Cash Flows
 (In thousands)
  2005


2004


2003Operating activities:Net earnings

$
41,252



14,932



35,092Adjustments to reconcile net income
    to net cash provided by operating activities:Special
    charges  non cash portion


(1,296
)


34,779



Discontinued operations


(92
)


(91
)


(678
)Extinguishment of debt






2,530



Curtailment of post retirement plan










(4,004
)Depreciation and amortization


43,721



40,241



42,412Amortization of deferred financing
    costs


821



1,115



1,129Amortization of rebatable loans


2,595



2,392



1,521Provision for bad debts


4,851



4,220



8,707Deferred income tax expense


711



(12,487
)


15,480Gain on sale of real estate and
    other


(4,505
)


(6,001
)


(1,003
)LIFO charge (credit)


724



3,525



(1,120
)Asset impairments


5,170



853



2,706Other


3,606



5,228



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


(5,522
)


(11,270
)


18,484Inventories


(31,295
)


19,421



13,145Prepaid expenses


(1,202
)


(388
)


(2,564
)Accounts payable


(1,298
)


13,617



(3,817
)Accrued expenses


6,368



(17,780
)


(9,411
)Income taxes payable


(1,677
)


206



541Other assets and liabilities


(1,615
)


6,852



(1,286
)Net cash provided by operating
    activities


61,317



101,894



114,502Investing activities:Disposal of property, plant and
    equipment


16,346



17,136



9,002Additions to property, plant and
    equipment


(24,638
)


(22,327
)


(40,728
)Business acquired, net of cash


(226,351
)






(2,054
)Loans to customers


(3,086
)


(4,364
)


(10,626
)Payments from customers on loans


7,797



2,916



7,058Purchase of marketable securities


(2,112
)


(2,610
)


Sale of marketable securities


2,927



1,113



Corporate owned life insurance, net


(1,707
)






Other


144



(144
)


Net cash used in investing
    activities


(230,680
)


(8,280
)


(37,348
)Financing activities:Proceeds (payments) of revolving
    debt


30,600



14,674



(79,400
)Dividends paid


(8,779
)


(6,673
)


(4,320
)Proceeds from exercise of stock
    options


11,686



5,380



1,087Proceeds from employee stock
    purchase plan


567



654



638Proceeds from long-term debt


150,087



175,000



Payments of long-term debt


(10,425
)


(268,047
)


(7,195
)Payments of capitalized lease
    obligations


(2,623
)


(2,515
)


(2,900
)Decrease in outstanding checks


(557
)


(12,006
)


(3,726
)Premium paid for early
    extinguishment of debt






(4,674
)


Payments of deferred financing costs


(4,965
)


(3,135
)


Net cash provided by (used in)
    financing activities


165,591



(101,342
)


(95,816
)Net decrease in cash


(3,772
)


(7,728
)


(18,662
)Cash at beginning of year


5,029



12,757



31,419Cash at end of year

$
1,257



5,029



12,757Supplemental disclosure of cash
    flow information:Non cash investing and financing
    activitiesPurchase of real estate under
    capital leases

$








Acquisition of minority interest


21







    37




---



##### Table of Contents



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


Income (Loss)


DeferredAdditional





Pension


Unrealized (Loss)


(Loss)/GainFiscal years ended
    December 31, 2005

Common Stock


Paid-In


Retained


Liab.


Gain on Marketable


on HedgingJanuary 1, 2005 and
    January 3, 2004

Shares


Amount


Capital


Earnings


Adjust.


Securities


ActivitiesBalance at December 28, 2002


12,012


$
20,021


$
26,275


$
184,645


$
(6,274
)

$



$
(1,233
)Net earnings














35,092











Other comprehensive income, net of
    tax of $26 and $956, respectivelyDeferred gain on hedging activities


























41Minimum pension liability adjustment


















1,496







Comprehensive income


























Dividend declared of $.36 share














(4,320
)










Treasury stock issued upon exercise
    of options










9















Common stock issued upon exercise
    of options


93



156



784















Common stock issued for employee
    stock purchase plan


47



78



559















Amortized comp. under restricted
    stock plan


























Stock based deferred compensation










277















Forfeiture of restricted stock
    issued pursuant to performance awards










(9
)














Distribution of stock pursuant to
    performance awards










100















Balance January 3, 2004


12,152



20,255



27,995



215,417



(4,778
)






(1,192
)Net earnings














14,932











Other comprehensive income, net of
    tax of $758, $56 and $369, respectivelyDeferred gain on hedging activities


























1,186Unrealized gains (losses) on
    investments in rabbi trust






















87



Minimum pension liability adjustment


















(565
)






Comprehensive income


























Dividend declared of $.54 share














(6,673
)










Treasury stock issued upon exercise
    of options










(167
)














Common stock issued upon exercise
    of options


347



579



4,605















Common stock issued for employee
    purchase plan


40



66



587















Common stock issued to a rabbi trust


118



196



(196
)














Tax benefit associated with
    compensation plans










1,714















Amortized comp. under restricted
    stock plan


























Stock based deferred compensation










340















Forfeiture of restricted stock
    issued pursuant to performance awards










(30
)














Balance January 1, 2005


12,657



21,096



34,848



223,676



(5,343
)


87



(6
)Net earnings














41,252











Other comprehensive income, net of
    tax of $918, $56 and $619, respectivelyDeferred gain on hedging activities


























1,436Unrealized gains (losses) on
    invest. in rabbi trust






















(87
)


Minimum pension liability adjustment


















(999
)






Comprehensive income


























Dividend declared of $.675 per
    share














(8,779
)










Stock based compensation


1



1



27















Common stock issued upon exercise
    of options


633



1,054



10,631















Common stock issued for employee
    purchase plan


22



38



529















Common stock issued to a rabbi trust


4



6



(6
)














Tax benefit associated with
    compensation plans










3,119















Amortized compensation under
    restricted plan


























Stock based deferred compensation










282















Balance December 31, 2005


13,317


$
22,195


$
49,430


$
256,149


$
(6,342
)

$



$
1,430    38




---



##### Table of Contents



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


Common Stock








TotalFiscal years ended
    December 31, 2005

Restricted


Compensation


Held in a Trust


Treasury Stock


StockholdersJanuary 1, 2005 and
    January 3, 2004

Stock


Obligation


Shares


Amount


Shares


Amount


EquityBalance at December 28, 2002

$
(894
)

$







$




(70
)

$
(1,061
)

$
221,479Net earnings


























35,092Other comprehensive income, net of
    tax of $26 and $956, respectivelyDeferred gain on hedging activities


























41Minimum pension liability adjustment


























1,496Comprehensive income


























36,629Dividend declared of $.36 share


























(4,320
)Treasury stock issued upon exercise
    of options


















12



140



149Common stock issued upon exercise
    of options


























940Common stock issued for employee
    stock purchase plan


























637Amortized comp. under restricted
    stock plan


419























419Stock based deferred compensation


















12



95



372Forfeiture of restricted stock
    issued pursuant to performance awards


















(1
)


(3
)


(12
)Distribution of stock pursuant to
    perf. awards


















12



64



164Balance January 3, 2004


(475
)














(35
)


(765
)


256,457Net earnings


























14,932Other comprehensive income, net of
    tax of $758, $56 and $369, respectivelyDeferred gain on hedging activities


























1,186Unrealized gains (losses) on
    investments in rabbi trust


























87Minimum pension liability adjustment


























(565
)Comprehensive income


























15,640Dividend declared of $.54 share


























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


















17



362



195Common stock issued upon exercise
    of options


























5,184Common stock issued for employee
    purch. Plan


























653Common stock issued to a rabbi trust






1,652



(118
)


(1,652
)










Tax benefit associated with
    compensation plans


























1,714Amortized comp. under restricted
    stock plan


251























251Stock based deferred compensation


















8



207



547Forfeiture of restricted stock
    issued pursuant to performance awards


















(1
)


(10
)


(40
)Balance January 1, 2005


(224
)


1,652



(118
)


(1,652
)


(11
)


(206
)


273,928Net earnings


























41,252Other comprehensive income, net of
    tax of $918, $56 and $619, respectivelyDeferred gain on hedging activities


























1,436Unrealized gains (losses) on
    investments in rabbi trust


























(87
)Minimum pension liability adjustment


























(999
)Comprehensive income


























41,602Dividend declared of $.675 per
    share


























(8,779
)Stock based compensation


























28Common stock issued upon exercise
    of options


























11,685Common stock issued for employee
    purch. Plan


























567Common stock issued to a rabbi trust






230



(6
)


(230
)










Tax benefit associated with
    compensation plans


























3,119Amortized compensation under
    restricted plan


146























146Stock based deferred compensation


























282Balance December 31, 2005

$
(78
)

$
1,882



(124
)

$
(1,882
)


(11
)

$
(206
)

$
322,578    39




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Summary
    of Significant Accounting Policies  Fiscal
    Year
    Principles
    of Consolidation
    Reclassifications
    Cash
    and Cash Equivalents
    Revenue
    Recognition
    Cost
    of sales
    Vendor
    Allowances and Credits
   40




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Inventories
  last-in, first-in,
  Capitalization,
    Depreciation and Amortization
    3-10 years
  Impairment
    of Long-lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Discontinued
    Operations
   41




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Reserves
    for Self Insurance
    Goodwill
    and Intangible Assets
        FoodDistribution


Military


Retail


TotalGoodwill as of January 3, 2004

$
23,158



25,754



100,880



149,792Resolution of disputed retail
    acquisition purchase price










(140
)


(140
)Sale and impairment of retail
    stores










(2,217
)


(2,217
)Goodwill as of January 1, 2005


23,158



25,754



98,523



147,435Acquisition of food distribution
    centers


98,566











98,566Sale of retail stores










(1,530
)


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

$
121,724



25,754



96,993



244,471  42




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,
    2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts &
    relationships

$
42,696



(7,077
)


35,619



1-20   January 1, 2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Customer contracts &
    relationships

$
11,110



(7,051
)


4,059



5-11     December 31,
    2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Tradenames


3,300



(1,188
)


2,112



25Franchise agreements


2,694



(960
)


1,734



5-25Non-compete agreements


1,809



(1,212
)


597



3-10   January 1, 2005Gross





Net


EstimatedCarrying


Accum.


Carrying


LifeValue


Amort.


Amount


(years)Tradenames


3,300



(1,056
)


2,244



25Franchise agreements


2,703



(860
)


1,843



5-25Non-compete agreements


2,444



(1,665
)


779



3-10     Income
    Taxes
     43




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financial
    Instruments
  Accounting for
    Derivative Instruments and Hedging Activities,
    Stock
    Option Plans
  Accounting for Stock-Based Compensation, (APB 25) Accounting
    for Stock Issued to Employees,
  2005


2004


2003Reported net earnings

$
41,252



14,932



35,092Deduct: total stock-based employee
    compensation expense determined under fair value method for all
    option awards, net of tax


(519
)


(1,112
)


(1,214
)Adjusted net earnings

$
40,733



13,820



33,878Reported basic earnings per share

$
3.19



1.20



2.90Adjusted basic earnings per share

$
3.15



1.11



2.80Reported diluted earnings per share

$
3.13



1.18



2.88Adjusted diluted earnings per share

$
3.10



1.09



2.78   Comprehensive
    Income
  Reporting Comprehensive
    Income
  Use of
    Estimates
   44




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   New
    Accounting Standards
  Share-Based Payment. Accounting for Stock Based Compensation, Accounting for
    Stock Issued to Employees.
      (2)
    Vendor
    Allowances and Credits     45




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (3)
    Business
    Acquisitions     46




---



##### Table of Contents



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

$
77,529Notes receivable, net


1,134Net property, plant and equipment


58,999Customer contracts &
    relationships


34,600Goodwill


98,566Liabilities


(45,113
)Total preliminary purchase price
    allocation

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


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

$
4,760,402



4,853,387Net income


43,155



20,451Basic net income per share


3.33



1.64Diluted net income per share


3.27



1.62   (4)
    Special
    Charges  2004
    Special Charge
  AVANZA AVANZA held-for-sale.
 47




---



##### 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


TotalInitial accrual

$
20,596



1,072



14,129



109



588



36,494Change in estimates


889







(2,493
)


(23
)






(1,627
)Used in 2004


(21,485
)


(1,072
)


(2,162
)


(86
)


(361
)


(25,166
)Balance January 1, 2005










9,474







227



9,701Change in estimates


(1,531
)






235











(1,296
)Used in 2005


1,531







(2,026
)






(55
)


(550
)Balance December 31, 2005

$








7,683







172



7,855   1997
    and 1998 Special Charges
    (5)
    Impairment
    Charges   48




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (6)
    Accounts
    and Notes Receivable    2005


2004Customer notes receivable, current

$
4,987



5,911Customer accounts receivable


169,006



136,083Other receivables


28,027



22,438Allowance for doubtful accounts


(6,653
)


(7,035
)Net current accounts and notes
    receivable


195,367



157,397Long-term customer notes receivable


30,164



31,043Other non-current receivables






3,393Allowance for doubtful accounts


(13,865
)


(7,882
)Net long-term notes receivable

$
16,299



26,554       (7)
    Long-term
    Debt and Bank Credit Facilities    2005


2004Revolving credit

$
40,600



10,000Term loan


175,000



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


150,087



Industrial development bonds,
    5.30% to 7.75% due in various installments through 2014


5,110



5,625Notes payable and mortgage notes,
    0.0% to 8.0% due in various installments through 2018


1,525



11,435372,322



202,060Less current maturities


2,074



2,817$
370,248



199,243   Senior
    Secured Bank Credit Facility
   49




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Convertible
    Subordinated Debt
             50




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Senior
    Subordinated Notes
    Industrial
    Development Bonds
      2006

$
2,0742007


6632008


5492009


41,1952010


175,628Thereafter


152,213Total

$
372,322     (8)
    Investments  available-for-sale.
  December 31,
    2005


January 1, 2005Gross








GrossCost


Unrealized


Fair


Cost


Unrealized


FairBasis


Losses


Value


Basis


Gains


ValueEquity securities

$
1







1



877



142



1,019Fixed income


298



(4
)


294



259







259Other short term investments


408







408



383







383$
707



(4
)


703



1,519



142



1,661   (9)
    Derivative
    Instruments   51




---



##### Table of Contents



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

Effective Date


Termination Date


Fixed Rate$45,000


12/13/2005



12/13/2006



3.809
%30,000


12/13/2005



12/13/2006



4.735
%20,000


12/13/2005



12/13/2006



3.825
%20,000


12/13/2005



12/13/2007



4.737
%30,000


12/13/2006



12/31/2007



4.100
%20,000


12/13/2006



12/13/2007



4.095
%20,000


12/13/2006



12/13/2007



4.751
%       December 31,


January 1,2005


2005Pay fixed/receive variable

$
185,000



255,000Fair value asset/(liability)


860



(82
)Average receive rate for effective
    swaps


4.4
%


2.4
%Average pay rate for effective
    swaps


4.2
%


3.0
%   Commodity
    Swap Agreements
   52




---



##### Table of Contents



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

Effective Date

Termination Date

Fixed Rate100,000 gallons/month

12/7/2004


11/30/2006

$
1.18100,000 gallons/month

1/1/2005


12/31/2006

$
1.16     (10)
    Income
    Taxes    2005


2004


2003Income tax expense from continuing
    operations

$
25,670



4,322



17,254Tax effect of discontinued
    operations


36



36



265Total income tax expense

$
25,706



4,358



17,519     Current:

2005


2004


2003Federal

$
22,807



11,800



2,816State


2,541



1,355



314Tax credits


(158
)


(212
)


(168
)Deferred:Federal


432



(7,737
)


12,860State


48



(884
)


1,432Total

$
25,670



4,322



17,254     2005


2004


2003Federal statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal income
    tax benefit


4.1



3.9



3.9Change in tax contingencies


(1.6
)


(17.2
)


(5.8
)Other net


0.9



.8



0.1Effective tax rate


38.4
%


22.5
%


33.2
%      53




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 31,


January 1,2005


2005Deferred tax assets:Compensation related accruals

$
7,431



6,520Reserve for bad debts


7,262



5,818Reserve for store shutdown and
    special charges


4,241



4,413Workers compensation accruals


4,181



3,959Pension accruals


4,131



3,450Reserve for future rents


2,979



2,372Other


4,157



3,050Total deferred tax assets


34,382



29,582Deferred tax liabilities:Property, plant and equipment


2,951



2,746Intangible assets


4,963



2,364Inventories


9,566



10,316Convertible debt interest


2,096



0Other


3,663



2,302Total deferred tax liabilities


23,239



17,728Net deferred tax asset

$
11,143



11,854   (11)
    Stockholder
    Rights Plan     54




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (12)
    Stock-Based
    Compensation Plans             55




---



##### Table of Contents



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


Option Price(In thousands)


Per ShareOptions outstanding
    December 28, 2002


1,345


$
18.45Exercised


(105
)


8.20Forfeited


(215
)


21.23Granted


328



16.91Options outstanding
    January 3, 2004


1,353



18.43Exercised


(365
)


14.76Forfeited


(166
)


22.45Granted


195



24.90Options outstanding
    January 1, 2005


1,017



20.33Exercised


(632
)


18.48Forfeited


(99
)


21.60Options outstanding
    December 31, 2005


286


$
23.98    56




---



##### Table of Contents



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


WeightedRemaining


AverageNumber


Contractual


ExerciseRange of Exercise
    Prices

Outstanding


Life


Price$5.68  11.22


17.8



2.35


$
10.7812.00  22.19


104.1



2.09



19.0622.78  27.52


83.0



2.84



25.4530.46  35.36


81.2



2.32



31.67286.1



2.39


$
23.98   Options
    Exercisable
  WeightedAverageNumber


ExerciseRange of Exercise
    Prices

Outstanding


Price$5.68  11.22


0.6


$
5.6812.00  22.19


64.0



19.8622.78  27.52


30.0



26.5330.46  35.36


49.0



31.69143.6


$
25.23     Assumption:

2004


2003Weighted average risk-free
    interest rate


3.40%



3.24%Expected dividend yield


1.56%



1.53%Expected option lives


2.5 years



2.5 yearsVolatility


67%



72%    57




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (13)
    Earnings
    per Share    2005


2004


2003Numerator:Earnings from continuing operations

$
41,196



14,877



34,679Denominator:Denominator for basic earnings per
    share (weighted-average shares)


12,942



12,450



12,082Effect of dilutive options and
    awards


243



207



113Denominator for diluted earnings
    per share (adjusted weighted-average shares)


13,185



12,657



12,195Basic earnings per share

$
3.19



1.20



2.87Diluted earnings per share

$
3.13



1.18



2.85         (14)
    Leases    2005


2004Buildings and improvements

$
40,171



40,171Less accumulated amortization


(20,945
)


(18,947
)Net assets under capitalized leases

$
19,226



21,224    58




---



##### Table of Contents



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


CapitalLeases


Leases2006

$
24,489



7,1642007


22,185



7,1542008


17,225



7,1512009


15,922



7,0282010


12,890



6,707Thereafter


44,592



34,754Total minimum lease payments

$
137,303



69,958Less imputed interest (rates
    ranging from 8.3% to 24.6%)






29,598Present value of net minimum lease
    payments






40,360Less current maturities






(2,949
)Capitalized lease obligations





$
37,411     2005


2004


2003Total rentals

$
44,837



42,742



45,002Less: real estate taxes, insurance
    and other occupancy costs


(3,548
)


(4,284
)


(4,399
)Minimum rentals


41,289



38,458



40,603Contingent rentals


(141
)


(159
)


(104
)Sublease rentals


(9,990
)


(8,596
)


(10,986
)$
31,158



29,703



29,513     (15)
    Concentration
    of Credit Risk  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others
 59




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (16)
    Fair
    Value of Financial Instruments        (17)
    Commitments
    and Contingencies      (18)
    Long-Term
    Compensation Plans   60




---



##### 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. available-for-sale
  (19)
    Pension
    and Other Post-retirement Benefits       61




---



##### Table of Contents



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


Other Benefits2005


2004


2005


2004Change in benefit
    obligationBenefit obligation at beginning of
    year

$
(39,931
)


(39,394
)


(5,078
)


(5,605
)Service cost






(1
)






(4
)Interest cost


(2,309
)


(2,376
)


(197
)


(293
)Participant contributions










(1,310
)


(1,434
)Actuarial (loss) gain


(2,183
)


(1,071
)


1,442



127Benefits paid


2,793



2,911



1,583



2,131Benefit obligation at end of year


(41,630
)


(39,931
)


(3,560
)


(5,078
)Change in plan assetsFair value of plan assets at
    beginning of year


33,528



33,843







Actual return on plan assets


2,498



2,157







Employer contributions






439



272



697Plan participants
    contributions










1,311



1,434Benefits paid


(2,793
)


(2,911
)


(1,583
)


(2,131
)Fair value of plan assets at end
    of year


33,233



33,528







Funded status


(8,397
)


(6,402
)


(3,560
)


(5,078
)Unrecognized actuarial loss


10,429



8,831



233



1,675Unrecognized prior service cost


(32
)


(47
)


(173
)


(203
)Prepaid (accrued) benefit cost

$
2,000



2,382



(3,500
)


(3,606
)     Pension Benefits


Other Benefits2005


2004


2005


2004Prepaid benefit cost

$
2,000



2,382







Accrued benefit cost


(10,397
)


(8,778
)


(3,450
)


(3,606
)Deferred tax asset


4,055



3,435







Accumulated other comprehensive
    income


6,342



5,343







Net amount recognized in accrued
    expenses in the consolidated balance sheets

$
2,000



2,382



(3,450
)


(3,606
)  62




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


January 1,2005


2005Projected benefit obligation

$
41,630



39,931Accumulated benefit obligation


41,630



39,925Fair value of plan assets


33,233



33,528     Components
    of net periodic benefit cost (income)
  Pension Benefits


Other Benefits2005


2004


2003


2005


2004


2003Service cost

$




2



20







4



245Interest cost


2,309



2,376



2,439



196



293



507Expected return on plan assets


(2,111
)


(2,156
)


(2,236
)










Amortization of prior service cost


(15
)


(15
)


(15
)


(30
)


(30
)


(550
)Recognized actuarial loss


198



163



128







69



288Net periodic benefit cost


381



370



336



166



336



490Curtailment gain






















(4,004
)Net periodic benefit cost after
    curtailments

$
381



370



336



166



336



(3,514
)     Pension Benefits


Other Benefits2005


2004


2005


2004Weighted-average
    assumptionsDiscount rate


5.50
%


6.00
%


5.50
%


6.00
%Rate of compensation increase


N/A



3.00
%






     Pension Benefits


Other Benefits2005


2004


2005


2004Weighted-average
    assumptionsDiscount rate


6.00
%


6.25
%


6.00
%


6.25
%Expected return on plan assets


7.50
%


7.50
%






Rate of compensation increase


3.00
%


4.00
%






  63




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


January 1,2005


2005Current year trend rate


9.00
%


9.00
%Ultimate year trend rate


5.00
%


5.00
%Year of ultimate trend rate


2010



2009     1%


1%Increase


DecreaseEffect on total of service and
    interest cost components

$
2



(2
)Effect on post-retirement benefit
    obligation


44



(40
)   No. 106-2, Accounting and Disclosure Requirements Related to the
    Medicare Prescription Drug, Improvement and Modernization Act of
    2003.
  Form 10-K
  Pension
    Plan Assets
    December 31,


January 1,Weighted-Average
    Assumptions

2005


2005Equity securities


30
%


28
%Debt securities


11
%


10
%Guaranteed Investment Contract


59
%


62
%   Investment
    Policy and Strategy
   64




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##### Table of Contents



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


OtherYear

Benefits


Benefits2006

$
2,835



4242007


2,705



4102008


2,690



3572009


2,576



3312010


2,506



2932011 and later


12,645



1,251$
25,957



3,066   Expected
    Long-Term Rate of Return
    Employer
    Contributions
  Pension
    Plan
    Multi-Employer
    Plans
    (20)
    Segment
    Information       65




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Additional
    net marketing revenue allocation by segment:
    (In thousands)
  Food Distribution


Military


Retail


TotalYear end January 1, 2005

$
2,347







988



3,335Year end January 3, 2004


3,045







1,668



4,713   Major
    Segment of the Business
    Year End December 31, 2005
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
2,669,271



1,157,186



729,050



4,555,507Inter-segment revenue


376,740











376,740Interest revenue


(530
)










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


(530
)






3,159



2,629Depreciation expense


10,553



1,761



8,687



21,001Segment profit


88,335



39,265



26,612



154,212Assets


433,170



142,252



112,318



687,740Expenditures for long-lived assets


9,036



2,555



2,362



13,953   Major
    Segment of the Business
    Year End January 1, 2005
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
1,961,179



1,122,056



813,839



3,897,074Inter-segment revenue


411,515











411,515Interest revenue


(392
)






(315
)


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


(384
)






3,213



2,829Depreciation expense


8,666



1,670



11,017



21,353Segment profit


75,950



36,266



28,108



140,324Assets


361,072



143,231



119,491



623,794Expenditures for long-lived assets


7,858



2,689



4,666



15,213  66




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Major
    Segment of the Business
    Year End January 3, 2004
    (In thousands)
  FoodDistribution


Military


Retail


TotalRevenue from external customers

$
1,915,170



1,089,999



966,333



3,971,502Inter-segment revenue


506,488











506,488Interest revenue


(297
)






(332
)


(629
)Interest expense (incl. capital
    lease interest)


(283
)






3,199



2,916Depreciation expense


8,982



1,534



13,569



24,085Segment profit


66,943



31,283



31,846



130,072Assets


360,962



126,434



168,323



655,719Expenditures for long-lived assets


5,918



1,264



25,414



32,596   Reconciliation
    (In thousands)
  2005


2004


2003RevenuesTotal external revenue for segments

$
4,555,507



3,897,074



3,971,502Inter-segment revenue from
    reportable segments


376,740



411,515



506,488Elimination of intersegment
    revenues


(376,740
)


(411,515
)


(506,488
)Total consolidated revenues

$
4,555,507



3,897,074



3,971,502Profit or LossTotal profit for segments

$
154,212



140,324



130,072Unallocated amounts:Adjustment of inventory to LIFO


(724
)


(3,525
)


1,120Unallocated corporate overhead


(87,918
)


(82,821
)


(79,259
)Special charge


1,296



(34,779
)


Income from continuing operations
    beforeincome taxes

$
66,866



19,199



51,933AssetsTotal assets for segments

$
687,740



623,794



655,719Unallocated corporate assets


440,005



240,673



278,189Adjustment of inventory to LIFO


(48,648
)


(47,924
)


(44,399
)Elimination of intercompany
    receivables


(1,673
)


(915
)


(3,157
)Total consolidated assets

$
1,077,424



815,628



886,352  67




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Other
    Significant Items-2005
  Segment





ConsolidatedTotals


Adjustments


TotalsDepreciation

$
21,001



22,720



43,721Interest expense


2,629



22,103



24,732Expenditures for long-lived assets


13,953



10,685



24,638   Other
    Significant Items-2004
  Segment





ConsolidatedTotals


Adjustments


TotalsDepreciation

$
21,353



18,888



40,241Interest expense


2,829



24,352



27,181Expenditures for long-lived assets


15,213



7,114



22,327   Other
    Significant Items-2003
  Segment





ConsolidatedTotals


Adjustments


TotalsDepreciation and amortization
    expense

$
24,085



18,327



42,412Interest expense


2,916



31,813



34,729Expenditures for long-lived assets


32,596



8,132



40,728    68




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##### Table of Contents



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


Second Quarter


Third Quarter


Fourth Quarter12 Weeks


12 Weeks


16 Weeks


12 Weeks2005


2004


2005


2004


2005


2004


2005


2004Sales

$
882,238



879,454



1,085,252



906,393



1,464,781



1,191,187



1,123,236



920,040Cost of sales


790,806



781,607



981,938



806,928



1,332,836



1,063,911



1,018,764



821,883Earnings (loss) from continuing
    operations before income tax expense


11,361



7,757



16,041



(25,639
)


18,100



22,620



21,364



14,461Income tax expense (benefit)


4,386



3,025



6,301



(9,999
)


7,059



8,022



7,924



3,274Earnings (loss) from continuing
    operations


6,975



4,732



9,740



(15,640
)


11,041



14,598



13,440



11,187Discontinued operations, net of
    income tax expense


























56



55Net earnings (loss)


6,975



4,732



9,740



(15,640
)


11,041



14,598



13,496



11,242Percent to sales


0.79



0.54



0.90



(1.73
)


0.75



1.23



1.20



1.22Basic earnings (loss) per shareContinuing operations

$
0.55



0.39



0.76



(1.26
)


0.85



1.17



1.02



0.89Net earnings (loss)

$
0.55



0.39



0.76



(1.26
)


0.85



1.17



1.02



0.89Diluted earnings (loss) per shareContinuing operations

$
0.54



0.38



0.75



(1.26
)


0.83



1.15



1.01



0.87Net earnings (loss)

$
0.54



0.38



0.75



(1.26
)


0.83



1.15



1.01



0.87       1.
    
    Special charge of $36.4 million in the second quarter of
    2004 for closure or sale of under-performing retail stores.2.
    
    Bond call premium expense of $4.7 million in the fourth
    quarter of 2004 related to early redemption of Senior
    Subordinated notes due 2008.3.
    
    Charge of $2.5 million in the fourth quarter of 2004 for
    write-off of remaining deferred financing costs upon refinancing
    of the senior secured credit facility.4.
    
    Net reversal of special charges of $1.7 million in the
    fourth quarter of 2004 due to lower than expected asset disposal
    costs.5.
    
    Net reversal of special charges of $1.3 million in the
    second quarter of 2005 for three Denver AVANZAstores no
    longer classified as
    held-for-sale
    and the change in estimate for other property closure costs. 69




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e))
  Management
    Report On Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.      Form 10-K
 70




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
             71




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##### Table of Contents



72




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##### Table of Contents



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





Remaining Available forto be 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


516,396
(1)

$
23.98
(2)


1,181,986
(3)Equity compensation plans not
    approved by security holders










50,000
(4)Total


516,396


$
23.98



1,231,986     (1)
    
    Includes stock options and performance units awarded under the
    2000 Stock Incentive Plan (2000 Plan), stock options
    awarded under the 1995 Director Stock Option Plan
    (1995 Director Plan), and share units acquired
    by directors under the 1997 Non-Employee Director Stock
    Compensation Plan (1997 Director Plan) net of
    124,183 outstanding shares held by a benefits protection trust
    with respect to such share units.(2)
    
    Each share unit acquired through the deferral of director
    compensation under the 1997 Director Plan and each
    performance unit granted under the 2000 Plan is payable in one
    share of Nash Finch common stock following the
    participants termination of service as an officer or
    director. As they have no exercise price, the Share units and
    performance units outstanding at December 31, 2005 are not
    included in the calculation of the weighted average exercise
    price. 73




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##### Table of Contents



(3)
    
    The following numbers of shares remained available for issuance
    under each of our equity compensation plans at December 31,
    2005. 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


1,075,193


Stock options, restricted stock,
    stock appreciation rights, performance units, stock bonuses.
    (821,179 of the available shares under the 2000 Plan must be
    issued in the form of performance units)1997 Director Plan


36,648


Share unitsEmployee Stock Purchase Plan


70,145


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    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   74




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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 the Companys Current Report on
    Form 8-K
    filed February 28, 2005 (File No.
    0-785)).3
.1

Restated Certificate of
    Incorporation of the Company, effective May 16, 1985
    (incorporated by reference to Exhibit 3.1 to the
    Companys 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 the Companys 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 the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June  15, 2002 (File
    No. 0-785)).3
.4

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

Stockholder Rights Agreement,
    dated February 13, 1996, between the Company and Wells
    Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota,
    National Association) (incorporated by reference to
    Exhibit 4 to the Companys 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 the
    Companys Registration Statement on
    Form 8-A
    (filed July 26, 2002) (File
    No. 0-785)). 75




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##### Table of Contents



ExhibitNo.

Description4
.3

Indenture dated as of
    March 15, 2005 between Nash-Finch Company and Wells Fargo
    Bank, National Association, as Trustee (including form of Senior
    Subordinated Convertible Notes due 2035) (incorporated by
    reference to Exhibit 10.1 to the Companys 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 the
    Companys Current Report on
    Form 8-K
    filed March 9, 2005 (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 the
    Companys 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 the Companys Current Report on
    Form 8-K
    filed February 28, 2005 (File
    No. 0-785)).*10
.3

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

Form of Executive Retention Letter
    Agreement (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed September 21, 2005 (File
    No. 0-785)).*10
.5

Nash-Finch Company Income Deferral
    Plan (as amended through May 21, 2004) (incorporated by
    reference to Exhibit 4.1 to the Companys 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 the Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.7

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

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

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

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

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

First Declaration of Amendment to
    the Nash-Finch Company 1995 Director Stock Option Plan (as
    amended on February 22, 2000 and February 19, 2002)
    (incorporated by reference to Exhibit 10.9 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.13

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

Nash-Finch Company 1997
    Non-Employee Director Stock Compensation Plan (2003 Revision)
    (incorporated by reference to Exhibit 10.9 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 3, 2004 (File
    No. 0-785)). 76




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##### Table of Contents



ExhibitNo.

Description*10
.15

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

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

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

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

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

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

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

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

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

Nash-Finch Company 2000 Stock
    Incentive Plan Performance Unit Award Agreement dated as of
    October 1, 2002 between the Company and Bruce A. Cross
    (incorporated by reference to Exhibit 10.21 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).21
.1

Subsidiaries of the Company (filed
    herewith).23
.1

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

Power of Attorney (filed herewith).31
.1

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

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

Section 1350 Certification of
    Chief Executive Officer and Chief Financial Officer (furnished
    herewith).A copy of any of these exhibits
    will be furnished at a reasonable cost to any stockholder of the
    Company, 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. 77




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Valuation and Qualifying Accounts
    Fiscal Years ended December 31, 2005, January 1, 2005,
    and January 3, 2004
    (In thousands)
  ChargedBalance at


Charged to


(Credited)





BalanceBeginning


Cost and


to Other





at EndDescription

of Year


Expenses


Accounts


Deductions


of Year53 weeks ended
    January 3, 2004:Allowance for doubtful
    receivables (c)

$
27,024



8,707



173
(a)


13,034
(b)


22,870Provision for losses relating to
    leases on closed locations


5,776



1,156







490
(d)


6,442$
32,800



9,863



173



13,524



29,31252 weeks ended
    January 1, 2005:Allowance for doubtful
    receivables (c)

$
22,870



4,220



240
(a)


12,413
(b)


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


6,442



4,871







2,278
(d)


9,035$
29,312



9,091



240



14,691



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

$
14,917



4,851



2,335
(a)(e)


1,585
(b)


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


9,035



203



1,421
(f)


3,021
(d)


7,638$
23,952



5,054



3,756



4,606



28,156     (a)
    
    Recoveries on accounts previously written off(b)
    
    Accounts charged off(c)
    
    Includes current and non-current receivables(d)
    
    Net payments of lease obligations & termination fees(e)
    
    Includes acquisition of $2,103 in 2005(f)
    
    Primarily relates to purchase accounting reserves 78




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##### Table of Contents



SIGNATURES      By
    /s/  Allister P. Graham          /s/  Allister P. Graham
    Allister
    P. Graham, Chairman and Interim Chief Executive Officer
    (Principal Executive Officer)

/s/  LeAnne M. Stewart
    LeAnne
    M. Stewart, Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Katherine L.
    MillerKatherine
    L. Miller, Vice President & Corporate Controller
    (Principal Accounting Officer)/s/  Robert L.
    Bagby*Robert
    L. Bagby, Director

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

/s/  Douglas A.
    Hacker*Douglas
    A. Hacker, Director/s/  Richard A.
    Fisher*Richard
    A. Fisher, Director

/s/  William R.
    Voss*William
    R. Voss, Director/s/  Jerry L.
    Ford*Jerry
    L. Ford, Director

/s/  William H.
    Weintraub*William
    H. Weintraub, Director/s/  Mickey P.
    Foret*Mickey
    P. Foret*, Director   By:
    /s/  Kathleen M. Mahoney    Attorney-in-fact
 79




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##### Table of Contents



NASH
    FINCH COMPANY
  EXHIBIT INDEX TO ANNUAL REPORT
 ON
    FORM 10-K
 For Fiscal Year Ended December 31, 2005
  ExhibitNo.

Description

Method of Filing2.1

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

Incorporated by 
    reference (IBR)3.1

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

IBR3.2

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

IBR3.3

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

IBR3.4

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

IBR4.1

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

IBR4.2

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

IBR4.3

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

IBR4.4

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

IBR10.1

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

IBR10.2

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

IBR10.3

Form of Change in Control
    Agreement.

IBR10.4

Form of Executive Retention Letter
    Agreement.

IBR10.5

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

IBR10.6

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

IBR10.7

Nash-Finch Company Deferred
    Compensation Plan.

IBR10.8

Nash-Finch Company 2000 Stock
    Incentive Plan.

IBR10.9

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

IBR10.10

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

IBR10.11

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

IBR10.12

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

IBR10.13

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

IBR10.14

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

IBR 80




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10.15

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

IBR10.16

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

IBR10.17

Nash-Finch Company Director
    Deferred Compensation Plan.

IBR10.18

Nash-Finch Company Supplemental
    Executive Retirement Plan.

IBR10.19

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

IBR10.20

Nash-Finch Company Performance
    Incentive Plan.

IBR10.21

Description of Nash-Finch Company
    2005 Executive Incentive Program.

IBR10.22

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

IBR10.23

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

IBR10.24

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

IBR21.1

Subsidiaries of the Company.

Filed
    Electronically (E)23.1

Consent of Ernst & Young
    LLP.

E24.2

Power of Attorney.

E31.1

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

E31.2

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

E32.1

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

E  81