##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    January 2, 2010o

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

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

55440-0355(Zip Code)   Registrants telephone number, including area code:
 (952) 832-0534
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, par value
    $1.66-2/3
    per share
  Common Stock Purchase Rights
    o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filero

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





Nash
    Finch Company
  Index
   
 Page No.PART IForward-Looking Information


1Item 1.

Business


2Item 1A.

Risk Factors


8Item 1B.

Unresolved Staff Comments


14Item 2.

Properties


14Item 3.

Legal Proceedings


16Item 4.

Reserved


16PART IIItem 5.

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


17Item 6.

Selected Financial Data


19Item 7.

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


20Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


37Item 8.

Financial Statements and Supplementary Data


38Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


87Item 9A.

Controls and Procedures


87Item 9B.

Other Information


89PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


89Item 11.

Executive Compensation


91Item 12.

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


91Item 13.

Certain Relationships and Related Transactions
    and Director Independence


92Item 14.

Principal Accountant Fees and Services


92PART IVItem 15.

Exhibits and Financial Statement Schedules


93SIGNATURES


99EX-12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



Nash
    Finch Company



PART I   Forward-Looking
    Information    
    the effect of competition on our food distribution, military and
    retail businesses;
    general sensitivity to economic conditions, including the
    uncertainty related to the current state of the economy in the
    U.S. and worldwide economic slowdown; recent disruptions to
    the credit and financial markets in the U.S. and worldwide;
    changes in market interest rates; continued volatility in energy
    prices and food commodities;
    macroeconomic and geopolitical events affecting commerce
    generally;
    changes in consumer buying and spending patterns;
    our ability to identify and execute plans to expand our food
    distribution, military and retail operations;
    possible changes in the military commissary system, including
    those stemming from the redeployment of forces, congressional
    action and funding levels;
    our ability to identify and execute plans to improve the
    competitive position of our retail operations;
    the success or failure of strategic plans, new business ventures
    or initiatives;
    our ability to successfully integrate and manage current or
    future businesses we acquire, including the ability to manage
    credit risks and retain the customers of those operations;
    changes in credit risk from financial accommodations extended to
    new or existing customers;
    significant changes in the nature of vendor promotional programs
    and the allocation of funds among the programs;
    limitations on financial and operating flexibility due to debt
    levels and debt instrument covenants;
    legal, governmental, legislative or administrative proceedings,
    disputes, or actions that result in adverse outcomes;
    failure of our internal control over financial reporting;
    changes in accounting standards;
    technology failures that may have a material adverse effect on
    our business;
    severe weather and natural disasters that may impact our supply
    chain;
    unionization of a significant portion of our workforce;
    costs related to a multi-employer pension plan; 1




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##### Table of Contents




    changes in health care, pension and wage costs and labor
    relations issues;
    product liability claims, including claims concerning food and
    prepared food products;
    threats or potential threats to security; and
    unanticipated problems with product procurement.  Form 10-K.
  ITEM 1.
    BUSINESS      
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Growing the Military business segment through acquisition and
    expansion of products and services, as well as creating
    warehousing and transportation cost efficiencies with a
    long-term distribution center strategic plan;
    Providing our independent retail customers with high level of
    order fulfillment, broad product selection including leveraging
    the Our Familybrand , support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, market research, retail store support, retail
    pricing and license agreement opportunities; and
    Emphasis on a suite of retail formats designed to appeal to the
    needs of todays consumers.    
    2% organic revenue growth
    4% Consolidated
    EBITDA1

    margin as a percentage of sales    1
 2




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##### Table of Contents




    10% trailing four quarters Free Cash Flow as a percentage of Net
    Assets2
    2.5 to 3.0x total leverage ratio (i.e., total debt divided by
    trailing four quarters Consolidated EBITDA)      
    Implement our military distribution center network expansion
    including opening a new distribution center, completing the
    integration of three distribution facilities acquired from GSC
    Enterprises, and identifying alternative locations for future
    expansion.
    Complete supply chain and center store initiatives within our
    food distribution segment.
    Implement new cost reduction and profit improvement initiatives.
    Identify acquisitions that support our strategic plan.    Food
    Distribution Segment
          2
 3




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Products
  Our
    Family3, Nash
    Brothers Trading Company Value Choice
  Services
    
    promotional, advertising and merchandising programs;
    installation of computerized ordering, receiving and scanning
    systems;
    retail equipment procurement assistance;
    providing contacts for accounting, budgeting and payroll
    services;
    consumer and market research;
    remodeling and store development services;
    securing existing grocery stores that are for sale or lease in
    the market areas we serve and occasionally acquiring or leasing
    existing stores for resale or sublease to these customers; and
    NashNet, which provides supply chain efficiencies through
    internet services.        3 AVANZA ® Econofoods ® Sun
    Mart ® Family Thrift
    Center ® Family Fresh
    Market®,

    Our
    Family®,

    Value
    Choicetm ® ® Nash Brothers Trading
    Company®. IGA ®
 4




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IGA Food Pride IGA Food Pride
  Military
    Segment
             5




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##### Table of Contents



Retail
    Segment
  Sun Mart, Econofoods AVANZA Family Thrift Center Pickn Save, Family Fresh
    Market, Prairie Market, Wholesale Food Outlet AVANZA Wholesale Food Outlet
  The Fresh
    Place AVANZA
  Competition
  Food
    Distribution Segment
    1 2
  Military
    Segment
   6




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Retail
    Segment
    Vendor
    Allowances and Credits
      and/or
 7




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Trademarks
    and Servicemarks
  Our
    Family Value Choice Nash Brothers Trading
    Company
  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 and adversely affect our financial
    performance.
   8




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Our
    business is sensitive to economic conditions that impact
    consumer spending
      Our
    businesses could be negatively affected if we fail to retain
    existing customers or attract significant numbers of new
    customers.
   9




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Our
    military segment operations are dependant upon domestic and
    international military distribution, and a change in the
    military commissary system could negatively impact our results
    of operations and financial condition.
    Our
    results of operations and financial condition could be adversely
    affected if we are unable to improve the competitive position of
    our retail operations.
    We may
    not be able to achieve the expected benefits from the
    implementation of new strategic initiatives.
     10




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Our
    ability to operate effectively could be impaired by the risks
    and costs associated with the current and future efforts to grow
    our business through acquisitions.
    
    demands on management related to the significant increase in our
    size after the acquisition of operations;
    difficulties in the assimilation of different corporate cultures
    and business practices, such as those involving vendor
    promotions, and of geographically dispersed personnel and
    operations;
    difficulties in the integration of departments, information
    technology systems, operating methods, technologies, books and
    records and procedures, as well as in maintaining uniform
    standards and controls, including internal accounting controls,
    procedures and policies; and
    expenses of any undisclosed liabilities, such as those involving
    environmental or legal matters.    Substantial
    operating losses may occur if the customers to whom we extend
    credit or for whom we guarantee loan or lease obligations fail
    to repay us.
    Changes
    in vendor promotions or allowances, including the way vendors
    target their promotional spending, and our ability to
    effectively manage these programs could significantly impact our
    margins and profitability.
   11




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Our
    debt instruments include financial and other covenants that
    limit our operating flexibility and may affect our future
    business strategies and operating results.
    Legal,
    governmental, legislative or administrative proceedings,
    disputes or actions that result in adverse outcomes or
    unfavorable changes in government regulations may affect our
    businesses and operating results.
  and/or
  Failure
    of our internal control over financial reporting could
    materially impact our business and results.
    Changes
    in accounting standards could materially impact our
    results.
   12




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We may
    experience technology failures which could have a material
    adverse effect on our business.
    Severe
    weather and natural disasters can adversely impact our
    operations, our suppliers or the availability and cost of
    products we purchase.
    Unions
    may attempt to organize our employees.
    Costs
    related to a multi-employer pension plan may have a material
    adverse effect on the Companys financial condition and
    results of operations.
      Increases
    in employee benefit costs and other labor relations issues may
    lead to labor disputes and disruption of our
    businesses.
   13




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We are
    subject to the risk of product liability claims, including
    claims concerning food and prepared food products.
      Threats
    or potential threats to security may adversely affect our
    business.
    We
    depend upon vendors to supply us with quality merchandise at the
    right time and at the right price.
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Food
    Distribution Segment
    14




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Approx. SizeLocation

(Square Feet)Midwest Region:Omaha, Nebraska


626,900Cedar Rapids, Iowa


351,900St. Cloud, Minnesota


329,000Sioux Falls, South Dakota(2)


275,400Fargo, North Dakota


288,800Rapid City, South Dakota(3)


195,100Minot, North Dakota


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


336,500Statesboro, Georgia(1)


230,500Bluefield, Virginia


187,500Great Lakes Region:Bellefontaine, Ohio


666,000Lima, Ohio(4)


608,300Bridgeport, Michigan(1)


604,500Westville, Indiana


631,900Cincinnati, Ohio


403,300Total Square Footage


5,920,800     (1)
    
    Leased facility.(2)
    
    Includes 79,300 square feet that we lease.(3)
    
    Includes 8,000 square feet that we lease.(4)
    
    Includes 94,000 square feet that we lease.  Military
    Segment
    Approx. SizeLocation

(Square Feet)Norfolk, Virginia(1)


756,200Jessup, Maryland(1)


115,200Junction City, Kansas(1)


132,000Pensacola, Florida(1)


355,900San Antonio, Texas


486,800Columbus, Georgia(1)(2)


432,400Total Square Footage


2,278,500     (1)
    
    Leased facility.(2)
    
    Purchased on December 1, 2009 and scheduled to begin making
    deliveries in the late third or fourth fiscal quarter of 2010. 15




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##### Table of Contents



Retail
    Segment
    Number

Areas

AverageBanner

of Stores

of Operation

Square FeetSun Mart


21


CO, MN, ND, NE


32,855Econofoods


16


IA, MN, SD, WI


32,711AVANZA


5


CO, NE


34,945Family Thrift Center


5


NE, SD


48,082Family Fresh Market


2


WI


48,776Pick n Save


2


OH


49,588Prairie Market


1


SD


29,480Wholesale Food Outlet


1


IA


19,620Other Stores


1


MN


3,500Total


54     ITEM 3.
    LEGAL
    PROCEEDINGS  Roundys
    Supermarkets, Inc. v. Nash Finch
        Other
  time-to-time
  ITEM 4.
    RESERVED 16




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Dividends2009

2008

Per ShareHigh

Low

High

Low

2009

2008First Quarter

$
45.70


$
27.16


$
37.35


$
32.50


$
0.18


$
0.18Second Quarter


34.36



27.69



38.60



30.97



0.18



0.18Third Quarter


30.75



26.28



46.33



33.53



0.18



0.18Fourth Quarter


37.49



28.00



45.94



35.83



0.18



0.18     Issuer
    Purchases of Equity Securities
    (c)Total number of


(d)(a)





shares purchased as


Maximum amountTotal number


(b)


part of publicly


that may be spentof shares


Average price


announced plans or


under plans orPeriod

purchased (1)


paid per share (1)


programs (1)


programs (1)Period 12 (November 8, 2009 to December 5, 2009)


23,844


$
32.90



23,844


$
24,215,625Period 13 (December 6, 2009 to January 2, 2010)


6,876


$
33.83



6,876


$
23,983,034Total


30,720


$
33.10



30,720     (1)
    
    On November 10, 2009, our Board of Directors approved a
    share repurchase program to spend up to $25.0 million to
    purchase shares of the Companys common stock. The program
    took effect on November 16, 2009 and will continue until
    December 31, 2010. 17




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Total
    Shareholder Return Graph
    Comparison
    of 5 Year Cumulative Total Return
    Assumes Initial Investment of $100
    January 2, 2010
  
    time-to-time,
  Form 10-K Regulation S-K,
 18




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Summary of Operations
    Five years ended January 2, 2010 (not covered by
    Independent Auditors Report)
    (Dollar amounts in thousands except per share amounts)
  2009 (1)


2008 (6)


2007 (6)


2006 (6)


2005 (6)(52 Weeks)


(53 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)Results of OperationsSales

$
5,212,655


$
4,633,494


$
4,464,035


$
4,581,563


$
4,514,687Cost of sales


4,793,967



4,226,545



4,066,381



4,179,741



4,083,524Gross profit


418,688



406,949



397,654



401,822



431,163Selling, general and administrative


287,328



288,263



280,818



319,678



300,837Gains on sale of real estate










(1,867
)


(1,130
)


(3,697
)Special charges


6,020







(1,282
)


6,253



(1,296
)Gain on acquisition of a business


(6,682
)














Gain on litigation settlement


(7,630
)














Goodwill impairment


50,927











26,419



Depreciation and amortization


40,603



38,429



38,882



41,451



43,721Interest expense


24,372



26,466



28,088



30,840



27,877Income tax expense


20,972



20,646



16,984



4,198



24,443Earnings (loss) from continuing operations


2,778



33,145



36,031



(25,887
)


39,278Net earnings from discontinued operations














160



56Cumulative effect of change in accounting principle, net of
    income tax (2)














169



Net earnings (loss)

$
2,778


$
33,145


$
36,031


$
(25,558
)

$
39,334Basic earnings (loss) per share

$
0.21


$
2.57


$
2.67


$
(1.91
)

$
3.04Diluted earnings (loss) per share

$
0.21


$
2.52


$
2.64


$
(1.91
)

$
2.98Cash dividends declared per common share

$
0.72


$
0.72


$
0.72


$
0.72


$
0.675Selected DataPretax earnings (loss) from continuing operations as a percent
    of sales


0.46
%


1.16
%


1.19
%


(0.47
)%


1.41
%Net earnings (loss) as a percent of sales


0.05
%


0.72
%


0.81
%


(0.56
)%


0.87
%Effective income tax rate


88.3
%


38.4
%


32.0
%


19.4
%


38.4
%Current assets

$
557,816


$
467,951


$
477,934


$
457,053


$
512,207Current liabilities

$
308,509


$
297,729


$
282,357


$
278,222


$
325,859Net working capital

$
249,307


$
170,222


$
195,577


$
178,831


$
186,348Ratio of current assets to current liabilities


1.81



1.57



1.69



1.64



1.57Total assets

$
999,536


$
952,546


$
949,267


$
952,480


$
1,075,892Capital expenditures

$
30,402


$
31,955


$
21,419


$
27,469


$
24,638Long-term obligations (long-term debt and capitalized lease
    obligations)

$
279,032


$
248,026


$
280,010


$
315,321


$
371,221Stockholders equity

$
350,559


$
349,019


$
331,600


$
313,113


$
343,871Stockholders equity per share (3)

$
27.36


$
27.23


$
25.26


$
23.39


$
25.84Return on stockholders equity (4)


0.79
%


9.50
%


10.87
%


(8.27
)%


11.42
%Common stock high price (5)

$
45.70


$
46.33


$
51.29


$
31.74


$
44.00Common stock low price (5)

$
26.28


$
30.97


$
26.89


$
19.42


$
24.83     (1)
    
    Information presented for fiscal 2009 reflects our acquisition
    on January 31, 2009, from GSC Enterprises, Inc., of three
    wholesale food distribution centers which service military
    commissaries and exchanges. More generally, discussion regarding
    the comparability of information presented in the table above or
    material uncertainties that could cause the selected financial
    data not to be indicative of future financial condition or
    results of operations can be found in Part 1, Item 1A
    of this report, Risk Factors, Part II,
    Item 7 of this report, Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations and Part II, Item 8 of this report in
    our Consolidated Financial Statements and notes thereto.(2)
    
    Effect of adoption of Financial Accounting Standards Board ASC
    Topic 718 (originally issued as SFAS No. 123(R),
    Share-Based Payment  Revised) in
    fiscal 2006.(3)
    
    Based on outstanding shares at year-end.(4)
    
    Return based on continuing operations.(5)
    
    High and low closing sales price on NASDAQ.(6)
    
    Prior year amounts have been restated to reflect the adoption of
    ASC Subtopic 470-20 and the revised treatment of consigned
    inventory sales in our military segment. Please refer to Note 1
    and Note 3 of the Notes to Consolidated Financial Statements of
    this
    Form 10-K
    for a further discussion of these items. 19




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
        ®
  Results
    of Operations
    Sales
    2009


2008


2007Percent


Percent





Percent


Percent





PercentSegment Sales:

Sales


of Sales


Change


Sales


of Sales


Change


Sales


of Sales(In millions)Food Distribution

$
2,655.0



50.9
%


(3.1
)%

$
2,740.5



59.1
%


1.8
%

$
2,693.3



60.3
%Military


1,985.3



38.1
%


53.8
%


1,290.5



27.9
%


9.5
%


1,179.0



26.4
%Retail


572.3



11.0
%


(5.0
)%


602.5



13.0
%


1.8
%


591.7



13.3
%Total Sales

$
5,212.6



100.0
%


12.5
%

$
4,633.5



100.0
%


3.8
%

$
4,464.0



100.0
%  20




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##### Table of Contents



Fiscal 2008Fiscal 2008


Comparable


Comparable(in millions)

Fiscal 2008


Week 1


52 Weeks of


Percent ChangeSegment Sales:

Sales


Sales


Sales


2009 to 2008Food Distribution

$
2,740.5


$
45.4


$
2,695.1



(1.5
)%Military


1,290.5



20.9



1,269.6



56.4
%Retail


602.5



11.2



591.3



(3.2
)%Total Sales

$
4,633.5


$
77.5


$
4,556.0



14.4
%     Fiscal 2008Fiscal 2008


Comparable


Comparable(in millions)

Fiscal 2008


Week 53


52 Weeks of


Percent ChangeSegment Sales:

Sales


Sales


Sales


2008 to 2007Food Distribution

$
2,740.5


$
45.3


$
2,695.2



0.1
%Military


1,290.5



19.6



1,270.9



7.8
%Retail


602.5



11.3



591.2



(0.1
)%Total Sales

$
4,633.5


$
76.2


$
4,557.3



2.1
%             2009

2008

2007Domestic


80.9
%


70.1
%


70.2
%Overseas


19.1
%


29.9
%


29.8
%  21




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##### Table of Contents



Fiscal Year

Fiscal Year

Fiscal Year2009

2008

2007Number of stores at beginning of year(1)(2)


57



59



62New stores


1







Acquired stores






2



Closed or sold stores


(4
)


(4
)


(3
)Number of stores at end of year(3)(4)(5)


54



57



59     (1)
    
    Store count for fiscal 2009 excludes three corporate-owned
    pharmacies and one convenience store.(2)
    
    Store counts for fiscal 2008 and 2007 exclude four
    corporate-owned pharmacies.(3)
    
    Store count for fiscal 2009 excludes one corporate-owned
    pharmacy and one convenience store.(4)
    
    Store count for fiscal 2008 excludes three corporate-owned
    pharmacies and one convenience store.(5)
    
    Store count for fiscal 2007 excludes four corporate-owned
    pharmacies.  Gross
    Profit
    year-over-year
   22




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##### Table of Contents



Selling,
    General and Administrative Expense
    2009

2008

2007% of



% of



% ofSegment

$

sales

$

sales

$

sales(In millions except percentages)SG&A




287.3



5.5
%


288.3



6.2
%


280.8



6.3
%Significant factors affecting SG&A:Retail store impairments and lease reserves

Corporate overhead


5.3



0.1
%


0.9



0.0
%


2.6



0.1
%Charges related to food distribution customers

Corporate overhead






0.0
%


(3.3
)


(0.1
)%


(0.1
)


0.0
%Gain on sale of assets

Retail


(0.7
)


0.0
%


(0.6
)


0.0
%


(0.7
)


0.0
%Acquisition and conversion costs

Military


1.9



0.0
%


0.5



0.0
%






0.0
%Share-based compensation over prior year

Corporate overhead


1.4



0.0
%






0.0
%






0.0
%Store opening expenses

Retail


0.7



0.0
%






0.0
%






0.0
%Tax consulting fees

Corporate overhead


0.4



0.0
%






0.0
%






0.0
%Total significant factors affecting SG&A




9.0



0.2
%


(2.5
)


(0.1
)%


1.8



0.0
%       Gain
    on Sale of Real Estate
    Special
    Charge
    Gain
    on Acquisition of a Business
   23




---



##### Table of Contents



Gain
    on Litigation Settlement
  Form 10-K
  Goodwill
    Impairment
  Goodwill and Other
    Intangible Assets). Form 10-K
  Depreciation
    and Amortization Expense
    Interest
    Expense
      470-20 470-20, 14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 470-20 470-20.
 24




---



##### Table of Contents



Income
    Tax Expense
    2009

2008

2007Federal statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal income tax benefit


4.7
%


4.0
%


3.9
%Non-deductible goodwill


73.6
%


0.0
%


0.0
%Change in tax contingencies


4.4
%


1.1
%


(5.1
)%Gain on litigation settlement


(12.7
)%


0.0
%


0.0
%Gain on acquisition of a business


(11.2
)%


0.0
%


0.0
%Federal refund claim


(6.8
)%


0.0
%


0.0
%Other net


1.3
%


(1.7
)%


(1.8
)%Effective tax rate


88.3
%


38.4
%


32.0
%     Net
    Earnings
    Liquidity
    and Capital Resources
   25




---



##### Table of Contents



2009


2008


2007(In thousands)Net cash provided by operating activities

$
102,373


$
111,999


$
83,616Net cash used in investing activities


(105,670
)


(60,414
)


(18,487
)Net cash provided by (used in) financing activities


3,303



(51,623
)


(65,225
)Net change in cash and cash equivalents

$
6


$
(38
)

$
(96
)   year-over-year year-over-year year-over-year year-over-year
  year-over-year year-over-year year-over-year
      Share
    Repurchase
   26




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Amount Committed By PeriodTotalAmount


Fiscal


Fiscal


FiscalContractual Cash
    Obligations:

Committed


2010


2011-2012


2013-2014


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

$
258,217


$
627


$
1,374


$
124,852


$
131,364Interest on Long-Term Debt (2)


200,030



9,327



16,946



11,486



162,271Capital Lease Obligations (3)(4)


39,868



6,200



9,583



7,591



16,494Operating Leases (3)


95,321



21,591



33,326



19,075



21,329Benefit Obligations (5)


29,468



3,303



6,018



5,719



14,428Purchase Obligations (6)


14,001



3,949



3,289



2,842



3,921Total (7)

$
636,905


$
44,997


$
70,536


$
171,565


$
349,807     (1)
    
    Refer to Part II, Item 8 in this report under Note
    (8)  Long-term Debt and Bank Credit
    Facilities for additional information regarding long-term
    debt.(2)
    
    The interest on long-term debt for periods subsequent to fiscal
    2014 reflects our Senior Subordinated Convertible Debt accreted
    interest for fiscal 2015 through 2035, should the convertible
    debt remain outstanding until maturity. Interest payments assume
    debt is held to maturity. For variable rate debt the current
    interest rates applicable as of January 2, 2010, were
    assumed for the remainder of the term.(3)
    
    Lease obligations primarily relate to store locations for our
    retail segment, as well as store locations subleased to
    independent food distribution customers. A discussion of lease
    commitments can be found in Part II, Item 8 in this
    report under Note (13)  Leases in the
    Notes to Consolidated Financial Statements and under the caption
    Lease Commitments in the Critical Accounting
    Policies section below.(4)
    
    Includes amounts classified as imputed interest.(5)
    
    Our benefit obligations include obligations related to
    third-party sponsored defined benefit pension and
    post-retirement benefit plans. For a further discussion see
    Part II, Item 8 in this report under Note (18) 
    Pension and Other Post-retirement Benefits in the
    Notes to Consolidated Financial Statements.(6)
    
    The amount of purchase obligations shown in the table represents
    the amount of product we are contractually obligated to
    purchase. The majority of our purchase obligations involve
    purchase orders made in the ordinary course of business, which
    are not included in the table above. Our purchase orders are
    based on our current needs and are fulfilled by our vendors
    within very short time horizons. The purchase obligations shown
    in this table also exclude agreements that are cancelable by us
    without significant penalty, which include contracts for routine
    outsourced services.(7)
    
    Payments for reserved tax contingencies are not included as the
    timing of specific tax payments is not determinable. 27




---



##### Table of Contents



Total


Commitment Expiration Per PeriodOther Commercial

Amount


Fiscal


Fiscal


FiscalCommitments

Committed


2010


2011-2012


2013-2014


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

$
12,635


$
4,700


$
7,935


$



$
Guarantees(2)


26,156



4,753



5,869



4,380



11,154Total Other Commercial
    Commitments

$
38,791


$
9,453


$
13,804


$
4,380


$
11,154     (1)
    
    Letters of credit relate primarily to supporting workers
    compensation obligations.(2)
    
    Refer to Part II, Item 8 of this report under Note
    (14)  Concentration of Credit Risk in the
    Notes to Consolidated Financial Statements and under the caption
    Guarantees of Debt and Lease Obligations of Others
    in the Critical Accounting Policies section below for additional
    information regarding debt guarantees, lease guarantees and
    assigned leases.  Asset-backed
    Credit Agreement
  sub-facility time-to-time,
  5-year
  12-month
     28




---



##### Table of Contents



Senior
    Subordinated Convertible Debt
           29




---



##### Table of Contents



Debt
    Obligations
    Fixed Rate


Variable RateFair Value


Amount


Rate


Fair Value


Amount


Rate(In thousands)2010





$
627



6.0
%





$




2011






670



6.2
%










2012






704



6.2
%










2013






712



6.1
%






124,100



3.2
%2014






40



5.6
%










Thereafter






131,364



3.5
%










$
130,909


$
134,117






$
124,100


$
124,100   Consolidated
    EBITDA (Non-GAAP Measurement)
    2009


2008


2007Net earnings

$
2,778



33,145



36,031Income tax expense


20,972



20,646



16,984Interest expense


24,372



26,466



28,088Depreciation and amortization


40,603



38,429



38,882EBITDA


88,725



118,686



119,985LIFO charge


(3,033
)


19,740



5,091Lease reserves


3,135



(1,832
)


551Goodwill impairment


50,927







Asset impairments


2,460



2,555



1,868Gains on sale of real estate


(54
)






(1,867
)Gain on acquisition of a business


(6,682
)






Gain on litigation settlement


(7,630
)






Share-based compensation


9,084



8,792



7,786Special charges


6,020







(1,282
)Subsequent cash payments on non-cash charges


(2,815
)


(4,218
)


(3,292
)Total Consolidated EBITDA

$
140,137



143,723



128,840    30




---



##### Table of Contents



Derivative
    Instruments
  time-to-time
  Accounting for Derivative
    Instruments and Hedging Activities
    Notional

Effective Date

Termination Date

Fixed Rate20,000


10/15/2009



10/15/2010



3.49
%10,000


10/15/2010



10/15/2011



3.49
%   Notional

Effective Date

Termination Date

Fixed Rate15,000


10/15/2009



10/15/2010



3.38
%7,500


10/15/2010



10/15/2011



3.38
%   time-to-time
    time-to-time
 31




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
      Customer
    Exposure and Credit Risk
  Allowance for Doubtful Accounts 
    Methodology.
  Lease Commitments. sub-lessees sub-lessees
  Guarantees of Debt and Lease Obligations of
    Others.
 32




---



##### Table of Contents



Guarantors Accounting
    and Disclosure Requirements, Including Indirect Guarantees of
    Indebtedness of Others
    Impairment
    of Long-Lived Assets
  360-10-35 Accounting for the Impairment or Disposal of Long-lived
    Assets
   33




---



##### Table of Contents



Goodwill
  and/or
  Fair
    Value Measurements
        Form 10-K
  Income
    Taxes
    Accounting for Income Taxes
 34




---



##### Table of Contents



Reserves
    for Self Insurance
    Vendor
    Allowances and Credits
    Share-based
    Compensation
  Share-Based Payment  Revised
 35




---



##### Table of Contents



New
    Accounting Standards
  470-20 14-1, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants 470-20 470-20.
  Business Combinations
  Disclosures about Derivative
    Instruments and Hedging Activities, an amendment of FASB
    Statement No. 133
  Subsequent Events
  Amendments to FASB
    Interpretation No. 46(R)
 36




---



##### Table of Contents



FASB Accounting Standards
    Codification TM
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        January 2,2010FairValue

Total

2010

2011

2012

2013

2014

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

$
124.1


$
124.1


$



$



$



$
124.1


$



$
Average variable rate payable






3.2
%














3.2
%Debt with fixed interest rates:Principal payable

$
130.9


$
134.1


$
0.6


$
0.7


$
0.7


$
0.7


$
0.1


$
131.3Average fixed rate payable






3.6
%


6.0
%


6.2
%


6.2
%


6.1
%


5.6
%


3.5
%  37




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
  
        Internal Control-Integrated
  470-20, Debt with Conversion and Other Options
  Ernst &
    Young LLP
    38




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Statements of Income
    (In thousands, except per share amounts)
  Fiscal Years Ended
    January 2, 2010,January 3, 2009 and December 29, 2007

2009


2008


2007Sales

$
5,212,655


$
4,633,494


$
4,464,035Cost of sales


4,793,967



4,226,545



4,066,381Gross profit


418,688



406,949



397,654Other costs and expenses:Selling, general and administrative


287,328



288,263



280,818Gains on sales of real estate










(1,867
)Special charges


6,020







(1,282
)Gain on acquisition of a business


(6,682
)






Gain on litigation settlement


(7,630
)






Goodwill impairment


50,927







Depreciation and amortization


40,603



38,429



38,882Interest expense


24,372



26,466



28,088Total other costs and expenses


394,938



353,158



344,639Earnings from continuing operations before income taxes


23,750



53,791



53,015Income tax expense


20,972



20,646



16,984Net earnings

$
2,778


$
33,145


$
36,031Net earnings per share:Basic

$
0.21


$
2.57


$
2.67Diluted


0.21



2.52



2.64Declared dividends per common share

$
0.72


$
0.72


$
0.72    39




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Balance Sheets
    (In thousands, except per share amounts)
  January 2,


January 3,2010


2009ASSETSCurrent Assets:Cash

$
830


$
824Accounts and notes receivable, net


250,767



185,943Inventories


285,443



261,491Prepaid expenses and other


11,410



13,909Deferred tax assets


9,366



5,784Total current assets


557,816



467,951Notes receivable, net


23,343



28,353Property, plant and equipment:Property, plant and equipment


637,167



590,894Less accumulated depreciation and amortization


(422,529
)


(392,807
)Net property, plant and equipment


214,638



198,087Goodwill


166,545



218,414Customer contracts & relationships, net


21,062



24,762Investment in direct financing leases


3,185



3,388Other assets


12,947



11,591Total assets

$
999,536


$
952,546LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Outstanding checksCurrent maturities of long-term debt and capitalized lease
    obligations

$
4,438


$
4,032Accounts payable


240,483



220,610Accrued expenses


60,524



73,087Income taxes payable


3,064



Total current liabilities


308,509



297,729Long-term debt


257,590



222,774Capitalized lease obligations


21,442



25,252Deferred tax liability, net


19,323



22,232Other liabilities


42,113



35,539Commitments and contingencies






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






Common stock of
    $1.662/3
    par value Authorized 50,000 shares, issued 13,675 and
    13,665 shares, respectively


22,792



22,776Additional paid-in capital


106,705



98,048Restricted stock






Common stock held in trust


(2,342
)


(2,243
)Deferred compensation obligations


2,342



2,243Accumulated other comprehensive income


(10,756
)


(10,876
)Retained earnings


261,821



268,562Common stock in treasury, 863 and 848 shares, respectively


(30,003
)


(29,490
)Total stockholders equity


350,559



349,020Total liabilities and stockholders equity

$
999,536


$
952,546    40




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Statements of Cash Flows
    (In thousands)
  2009


2008


2007Operating activities:Net earnings

$
2,778


$
33,145


$
36,031Adjustments to reconcile net earnings to net cash provided by
    operating activities:Special charges  non cash portion


6,020







(1,282
)Impairment of retail goodwill


50,927







Gain on acquisition of a business


(6,682
)






Gain on litigation settlement


(7,630
)






Depreciation and amortization


40,603



38,429



38,882Amortization of deferred financing costs


1,779



2,142



1,109Non-cash convertible debt interest


4,944



4,651



4,216Rebateable loans


4,095



2,992



2,200Provision for bad debts


1,411



(1,292
)


1,234Provision for lease reserves


3,136



(1,832
)


551Deferred income tax expense


(10,764
)


3,622



25,071Gain on sale of real estate and other


(137
)


(187
)


(2,371
)LIFO charge


(3,033
)


19,740



5,092Asset impairments


2,460



2,555



1,869Share-based compensation


9,084



8,792



7,786Deferred compensation


1,223



244



734Other


(151
)


(742
)


20Changes in operating assets and liabilities, net of effects of
    acquisitionsAccounts and notes receivable


(6,250
)


17,430



(11,246
)Inventories


21,143



(31,489
)


(9,979
)Prepaid expenses


(1,081
)


839



2,813Accounts payable


(8,178
)


(1,037
)


1,924Accrued expenses


(12,367
)


3,970



1,782Income taxes payable


6,854



13,048



(9,213
)Other assets and liabilities


2,189



(3,021
)


(13,607
)Net cash provided by operating activities


102,373



111,999



83,616Investing activities:Disposal of property, plant and equipment


830



438



4,978Additions to property, plant and equipment


(30,402
)


(31,955
)


(21,419
)Business acquired, net of cash


(78,056
)


(6,566
)


Loans to customers


(2,350
)


(24,050
)


(3,856
)Payments from customers on loans


4,769



1,588



1,854Corporate-owned life insurance, net


(461
)


131



(46
)Other










2Net cash used in investing activities


(105,670
)


(60,414
)


(18,487
)Financing activities:Proceeds (payments) of revolving debt


30,500



87,300



(35,000
)Dividends paid


(9,239
)


(9,229
)


(9,702
)Proceeds from exercise of stock options


196



329



2,002Proceeds from employee stock purchase plan






238



498Repurchase of common stock


(1,017
)


(14,348
)


(14,980
)Payments of long-term debt


(595
)


(119,255
)


(626
)Payments of capitalized lease obligations


(3,436
)


(3,639
)


(3,834
)Increase (decrease) in outstanding checks


(10,065
)


9,951



(4,441
)Payments of deferred financing costs


(2,874
)


(3,573
)


Tax benefit from exercise of stock options


(167
)


603



857Other










1Net cash provided by (used in) financing activities


3,303



(51,623
)


(65,225
)Net increase (decrease) in cash


6



(38
)


(96
)Cash at beginning of year


824



862



958Cash at end of year

$
830


$
824


$
862Supplemental disclosure of cash flow information:Non cash investing and financing activitiesAcquisition of minority interest

$



$
64


$
    41




---



##### Table of Contents



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





Other





TotalFiscal Years Ended January 2, 2010,

Common


Paid-in


Retained


Comprehensive


Treasury


StockholdersJanuary 3, 2009 and December 29, 2007

Stock


Capital


Earnings


Income (Loss)


Stock


EquityBalance at December 30, 2006


22,348



76,909



218,938



(4,582
)


(499
)


313,114Net earnings










36,031











36,031Other comprehensive incomeDeferred loss on hedging activities, net of tax of ($295)














(461
)






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














281







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














(330
)






(330
)Comprehensive income






















35,521Dividends declared of $.72 per share










(9,702
)










(9,702
)Share-based compensation


2



4,641



(352
)










4,291Common stock issued upon exercise of options


125



1,878















2,003Common stock issued for employee purchase plan


40



457















497Common stock issued for performance units


84



(84
)














Repurchase of shares


















(14,980
)


(14,980
)Tax benefit associated with compensation plans






857















857Balance at December 29, 2007

$
22,599


$
84,658


$
244,915


$
(5,092
)

$
(15,479
)

$
331,601Net earnings










33,145











33,145Other comprehensive incomeDeferred loss on hedging activities, net of tax of ($745)














(1,165
)






(1,165
)Minimum pension liability adjustment, net of tax of ($2,710)














(4,239
)






(4,239
)Minimum other post-retirement liability adjustment, net of tax
    of ($243)














(380
)






(380
)Comprehensive income






















27,361Dividends declared of $.72 per share










(9,229
)










(9,229
)Share-based compensation


3



8,871



(269
)






338



8,943Share-based compensation modified from liability to equity based






3,412















3,412Common stock issued upon exercise of options


26



415















441Common stock issued for employee purchase plan


13



224















237Common stock issued for performance units


135



(135
)














Repurchase of shares


















(14,348
)


(14,348
)Forfeiture of restricted stock


















(1
)


(1
)Tax benefit associated with compensation plans






603















603Balance at January 3, 2009

$
22,776


$
98,048


$
268,562


$
(10,876
)

$
(29,490
)

$
349,020Net earnings










2,778











2,778Other comprehensive incomeDeferred loss on hedging activities, net of tax of $304














475







475Minimum pension liability adjustment, net of tax of ($194)














(303
)






(303
)Minimum other post-retirement liability adjustment, net of tax
    of ($33)














(52
)






(52
)Comprehensive income






















2,898Dividends declared of $.72 per share










(9,239
)










(9,239
)Share-based compensation






8,045



(280
)






504



8,269Stock appreciation rights






599















599Common stock issued upon exercise of options


13



183















196Common stock issued for performance units


3



(3
)














Repurchase of shares


















(1,017
)


(1,017
)Tax benefit associated with compensation plans






(167
)














(167
)Balance at January 2, 2010

$
22,792


$
106,705


$
261,821


$
(10,756
)

$
(30,003
)

$
350,559    42




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Summary
    of Significant Accounting Policies  Fiscal
    Year
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Revenue
    Recognition
              43




---



##### Table of Contents



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








53 Weeks Ended2009








January 3,As originally


%





2009


%(in 000s)

Reported


of Sales


Adjustments


As revised


of SalesSales

$
4,703,660



100.0
%


(70,166
)


4,633,494



100.0
%Cost of Sales


4,296,711



91.3
%


(70,166
)


4,226,545



91.2
%Gross Profit

$
406,949



8.7
%






406,949



8.8
%   52 Weeks EndedDecember 29,








52 Weeks Ended2007








December 29,As originally


%





2007


%(in 000s)

Reported


of Sales


Adjustments


As revised


of SalesSales

$
4,532,635



100.0
%


(68,600
)


4,464,035



100.0
%Cost of Sales


4,134,981



91.2
%


(68,600
)


4,066,381



91.1
%Gross Profit

$
397,654



8.8
%






397,654



8.9
%   Cost
    of sales
    Vendor
    Allowances and Credits
    Inventories
  last-in, first-in,
 44




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Capitalization,
    Depreciation and Amortization
    10-40 years
    January 2,


January 3,2010


2009Land

$
18,876


$
17,281Buildings and improvements


214,959



196,954Furniture, fixtures and equipment


289,713



275,888Leasehold improvements


61,026



65,499Construction in progress


5,928



4,453Assets under capitalized leases


46,665



30,819637,167



590,894Accumulated depreciation and amortization


(422,529
)


(392,807
)Net property, plant and equipment

$
214,638


$
198,087   Impairment
    of Long-Lived Assets
  360-10-35 360-10-35, Accounting for the
    Impairment or Disposal of Long-lived Assets
  Reserves
    for Self-Insurance
   45




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    and Intangible Assets
  Goodwill and Other
    Intangible Assets)
       46




---



##### Table of Contents



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


Military


Retail


Total(In thousands)Goodwill as of December 29, 2007

$
121,863


$
25,754


$
67,557


$
215,174Acquisition of retail stores










3,240



3,240Goodwill as of January 3, 2009


121,863



25,754



70,797



218,414Retail store closures










(942
)


(942
)Retail goodwill impairment










(50,927
)


(50,927
)Goodwill as of January 2, 2010

$
121,863


$
25,754


$
18,928


$
166,545     January 2, 2010

EstimatedGross

Accum.

Net Carrying

LifeCarrying Value

Amort.

Amount

(years)Customer contracts and relationships

$
42,798


$
(21,736
)

$
21,062



10-20   January 3, 2009

EstimatedGross

Accum.

Net Carrying

LifeCarrying Value

Amort.

Amount

(years)Customer contracts and relationships

$
43,082


$
(18,320
)

$
24,762



5-20  47




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 2, 2010

EstimatedGross

Accum.

Net Carrying

LifeCarrying Value

Amort.

Amount

(years)Franchise agreements

$
2,754


$
(1,410
)

$
1,344



5-25Non-compete agreements


696



(453
)


243



4-10   January 3, 2009

EstimatedGross

Accum.

Net Carrying

LifeCarrying Value

Amort.

Amount

(years)Franchise agreements

$
2,739


$
(1,291
)

$
1,448



5-25Non-compete agreements


416



(360
)


56



5-7     Income
    Taxes
    Accounting for Income Taxes
      Financial
    Instruments
  Accounting for Derivative
    Instruments and Hedging Activities
 48




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Share-based
    compensation
    Comprehensive
    Income
  Reporting
    Comprehensive Income
  Use of
    Estimates
    New
    Accounting Standards
  470-20 14-1, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants 470-20 470-20.
  Business Combinations
 49




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Derivative
    Instruments and Hedging Activities, an amendment of FASB
    Statement No. 133
  Subsequent Events
  Amendments to FASB
    Interpretation No. 46(R)
  FASB Accounting Standards
    Codification TM
  (2)
    Acquisition    Business
    Combinations
 50




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      As ofJanuary 31,2009(In thousands)Cash and cash equivalents

$
47Accounts receivable


61,285Inventories


42,061Prepaid expenses and other


210Property, plant and equipment


30,294Other assets


890Total identifiable assets acquired


134,787Current liabilities


43,114Accrued expenses


1,162Deferred tax liability, net


4,272Other long-term liabilities


1,456Total liabilities assumed


50,004Net assets acquired

$
84,783         Note 19-Segment
 51




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    pro forma financial information
    52 Weeks Ended

53 Weeks EndedJanuary 2,

January 3,2010

2009(In thousands, except per share data)Total revenues

$
5,274,945



5,348,799Net earnings


2,944



36,096Basic earnings per share


0.23



2.80Diluted earnings per share


0.22



2.74   (3)
    Change in
    Accounting Principle  470-20 470-20, 14-1, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants 470-20 470-20, 470-20 states
  470-20:
  Measurement under

InitialASC 470-20

Measurement3/15/2005

3/15/2005

Change(In millions)Other assets

$
3.6



4.9



(1.3
)(a)Long-term debt


110.8



150.1



(39.3
)(b)Deferred tax liability, net


14.8







14.8
(c)Additional paid-in capital


23.2







23.2
(d)     (a)
    
    Other assets represents the deferred financing cost asset
    related to the debt issuance. The $1.3 million change
    represents the portion of the costs allocated to equity in the
    additional paid-in capital account under ASC
    470-20.(b)
    
    The $39.3 million change in the carrying value of long-term
    debt represents the difference between the fair value of the
    long-term debt under ASC
    470-20 and
    the proceeds received upon issuance of the convertible notes,
    which is allocated to equity. 52




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (c)
    
    The Companys tax basis in the long-term debt and deferred
    financing cost asset are $39.3 million and
    $1.3 million higher than their book basis, resulting in a
    $14.8 million net deferred tax liability.(d)
    
    The $23.2 million change in equity in the additional
    paid-in capital account represent the following:  (In millions)Long-term debt reclassified to equity

$
39.3Deferred financing costs reclassified to equity


(1.3
)Deferred tax liability


(14.8
)Total additional paid-in capital impact


23.2   470-20
  Consolidated Statement of IncomeFiscal 2008

Fiscal 200753 Weeks Ended

52 Weeks EndedJanuary 3,

December 29,2009

2007As

As

As

AsAdjusted

Reported

Adjusted

Reported(In thousands, except EPS data)Interest expense

$
26,466



21,523


$
28,088



23,581Income tax expense


20,646



22,574



16,984



18,742Net earnings


33,145



36,160



36,031



38,780Basic EPS


2.57



2.81



2.67



2.88Diluted EPS


2.52



2.75



2.64



2.84   Consolidated Balance SheetFiscal 2008

Fiscal 2007January 3,

December 29,2009

2007As

As

As

AsAdjusted

Reported

Adjusted

Reported(In thousands)Other assets

$
11,591



13,997


$
7,856



9,971Long-term debt


222,774



246,441



250,125



278,443Deferred tax liability, net


22,233



13,940



17,446



7,227Additional paid-in capital


98,048



74,836



84,657



61,446Retained earnings


268,562



278,804



244,915



252,142Total stockholders equity


349,020



336,050



331,600



315,616   (4)
    Vendor
    Allowances and Credits   53




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
    (5)
    Special
    Charges  2004
    Special Charge
  AVANZA
  AVANZA held-for-sale.
   54




---



##### Table of Contents



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


Write-Down








Otherof Tangible


of Intangible


Lease





ExitAssets


Assets


Commitments


Severance


Costs


Total(In thousands)Initial accrual

$
20,596


$
1,072


$
14,129


$
109


$
588


$
36,494Change in estimates


889







(2,493
)


(23
)






(1,627
)Used in 2004


(21,485
)


(1,072
)


(2,162
)


(86
)


(361
)


(25,166
)Balance at January 1, 2005










9,474







227



9,701Change in estimates


(1,531
)






235











(1,296
)Used in 2005


1,531







(2,026
)






(55
)


(550
)Balance at December 31, 2005










7,683







172



7,855Change in estimates


5,516







737











6,253Used in 2006


(5,516
)






(2,087
)






(76
)


(7,679
)Balance at December 30, 2006










6,333







96



6,429Change in estimates










(1,282
)










(1,282
)Used in 2007










(947
)






(1
)


(948
)Balance at December 29, 2007










4,104







95



4,199Change in estimates






















Used in 2008










(855
)










(855
)Balance at January 3, 2009










3,249







95



3,344Change in estimates






















Used in 2009










(923
)






(2
)


(925
)Balance at January 3, 2009

$



$



$
2,326


$



$
93


$
2,419   2009
    Special Charge
    (6)
    Long-Lived
    Asset Impairment Charges  360-10-35.
 55




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (7)
    Accounts
    and Notes Receivable    2009


2008(In thousands)Customer notes receivable, current

$
7,227


$
8,434Customer accounts receivable


229,884



160,202Other receivables


18,769



22,101Allowance for doubtful accounts


(5,113
)


(4,794
)Net current accounts and notes receivable

$
250,767


$
185,943Long-term customer notes receivable

$
23,917


$
29,090Allowance for doubtful accounts


(574
)


(737
)Net long-term notes receivable

$
23,343


$
28,353     (8)
    Long-term
    Debt and Bank Credit Facilities    2009


2008(In thousands)Asset-backed credit agreement:Revolving credit

$
124,100



93,600Senior subordinated convertible debt, 3.50% due in 2035


131,364



126,420Industrial development bonds, 5.60% to 5.75% due in various
    installments through 2014


2,365



2,875Notes payable and mortgage notes, 7.95% due in various
    installments through 2013


388



474Total debt


258,217



223,369Less current maturities


(627
)


(595
)Long-term debt

$
257,590



222,774   Asset-backed
    Credit Agreement
  sub-facility time-to-time, 5-year
 56




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12-month
      Senior
    Subordinated Convertible Debt
             57




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Industrial
    Development Bonds and Mortgages
    Maturities
    of Long-term Debt
    2010

$
6272011


6702012


7042013


124,8122014


40Thereafter


131,364Total

$
258,217    58




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (9)
    Derivative
    Instruments  time-to-time
      Notional

Effective Date

Termination Date

Fixed Rate20,000


10/15/2009



10/15/2010



3.49
%10,000


10/15/2010



10/15/2011



3.49
%   Notional

Effective Date

Termination Date

Fixed Rate15,000


10/15/2009



10/15/2010



3.38
%7,500


10/15/2010



10/15/2011



3.38
%     January 2,(In thousands, except
    percentages)

2010Notional amount (pay fixed/receive variable)

$
35,000Fair value liability


(1,132
)Average receive rate for effective swaps


2.6
%Average pay rate for effective swaps


3.4
%   January 3,(In thousands, except
    percentages)

2009Notional amount (pay fixed/receive variable)

$
52,500Fair value liability


(1,911
)Average receive rate for effective swaps


2.6
%Average pay rate for effective swaps


3.4
%   time-to-time
 59




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      time-to-time
  (10)
    Income
    Taxes    2009

2008

2007(In thousands)Income tax expense from continuing operations

$
20,972


$
20,646


$
16,984     2009


2008


2007(In thousands)Current:Federal

$
27,382


$
12,414


$
(493
)State


3,231



1,656



337Tax credits


(268
)


(130
)


(97
)Deferred:Federal


(8,271
)


6,284



15,865State


(1,102
)


422



1,372Total

$
20,972


$
20,646


$
16,984  60




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

2008

2007Federal statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal income tax benefit


4.7
%


4.0
%


3.9
%Non-deductible goodwill


73.6
%


0.0
%


0.0
%Change in tax contingencies


4.4
%


1.1
%


(5.1
)%Gain on litigation settlement


(12.7
)%


0.0
%


0.0
%Gain on acquisition of a business


(11.2
)%


0.0
%


0.0
%Federal refund claim


(6.8
)%


0.0
%


0.0
%Other net


1.3
%


(1.7
)%


(1.8
)%Effective tax rate


88.3
%


38.4
%


32.0
%     January 2,


January 3,2010


2009(In thousands)Deferred tax assets:Compensation related accruals

$
16,812


$
12,528Reserve for bad debts


2,264



2,200Reserve for store shutdown and special charges


1,438



1,671Workers compensation accruals


3,243



3,243Pension accruals


6,540



6,347Reserve for future rents


3,608



3,123Other


3,216



3,928Total deferred tax assets


37,121



33,040Deferred tax liabilities:Property, plant and equipment


5,120



5,431Intangible assets


17,337



16,727Inventories


8,263



11,571Convertible debt interest


21,296



19,678Other


2,060



1,448Total deferred tax liabilities


54,075



54,855Net deferred tax asset (liability)

$
(16,954
)

$
(21,815
)    61




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          ($ in thousands)Unrecognized tax benefits  opening balance at 1/04/09

$
9,438Increases related to current year tax period


2,706Lapse of statute of limitations


(239
)Unrecognized tax benefits  ending balance 1/02/10

$
11,905   ($ in thousands)Unrecognized tax benefits  opening balance at 12/30/07

$
9,281Increases related to current year tax period


2,740Decreases related to prior year tax periods


(2,583
)Unrecognized tax benefits  ending balance 1/03/09

$
9,438         (11)
    Share-based
    Compensation Plans  Share-Based Payment  Revised
 62




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              and/or
   63




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            
    2006 LTIP Plan: The Committee amended the definition of RONA in
    the 2006 LTIP as follows: RONA means the weighted
    average of the return on Net Assets for the fiscal years during
    a Measurement Period. This is the quotient of (i) the sum
    of net income for each fiscal year (or portion thereof) during
    the Measurement Period divided by (ii) the sum of Average
    Net Assets for each fiscal year (or portion thereof) during the
    measurement period. Each of the measures in (i) and
    (ii) shall be as reported by the entity for the applicable
    fiscal periods in periodic reports filed with the Securities and
    Exchange Commission (SEC) under the Exchange Act.
    Net Income will be adjusted by (x) subtracting projected
    Strategic Project Consolidated EBITDA, offset by the associated
    interest, depreciation and income taxes. If a Strategic Project
    generates positive Consolidated EBITDA through July 1 of the
    year placed in service, the adjustment for (x) above will
    only be made through July 1 of that year. If a Strategic Project
    first generates positive Consolidated EBITDA after July 1 of the
    year placed in service, then the adjustment for (x) above
    will be made through the first anniversary date of the Strategic
    Project being placed in service. Weighting of the return on Net
    Assets for the fiscal years during the Measurement Period shall
    be based upon the Average Net Assets for each fiscal year.
    2007 LTIP Plan: The Committee amended the definition of
    net assets consistent with the change to the 2006
    LTIP Plan to allow for the impact on net assets resulting from
    the Companys decision to expend strategic capital. Net
    Assets is defined in the amended Plan as: Net Assets
    means total assets minus current liabilities, excluding current
    maturities of long-term debt and capitalized lease obligations
    and further adjusted by (x) subtracting the additions of
    Strategic Project PP&E and Strategic Project 64




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Working Capital. Strategic Project means projects of
    the following type that have been approved by the Committee:
    (i) all Strategic Projects identified in the Companys
    Five-Year Plan dated October 29, 2007; (ii) new retail
    store additions; (iii) conversions of current retail stores
    to a new format; (iv) conversion of current wholesale
    distribution centers; (v) new wholesale distribution
    centers or additions thereto; (vi) conversion of current
    distribution network systems; (vii) conversion of current
    wholesale or retail pricing and billing systems;
    (viii) conversion of current wholesale or retail
    merchandising systems; (ix) conversion of vendor income
    management systems. If a Strategic Project generates positive
    Consolidated EBITDA through July 1 of the year placed in
    service, then the adjustment for (x) above will not be
    made. If a Strategic Project first generates positive
    Consolidated EBITDA after July 1 of the year placed in service,
    then the adjustment for (x) above will be made during that
    fiscal year only. Net Assets will be further adjusted upward by
    the amount of any impairment of goodwill that the Company
    records beginning with the affected year during the Measurement
    Period. In addition, the Committee amended the definition of
    Free Cash Flow to provide as follows: Free
    Cash Flow means cash provided by operating activities
    minus additions of property, plant and equipment
    (PP&E); and (i) adding back the additions of
    Strategic Project PP&E; (ii) adding back Strategic
    Project Working Capital; and (iii) subtracting projected
    Strategic Project Consolidated EBITDA, offset by the associated
    cash interest and income taxes. If a Strategic Project generates
    positive Consolidated EBITDA through July 1 of the year placed
    in service, the adjustment for (iii) above will only be
    made through July 1 of that year. If a Strategic Project first
    generates positive Consolidated EBITDA after July 1 of the year
    placed in service, then the adjustment for (iii) above will
    be made through the first anniversary date of the Strategic
    Project being placed in service.       65




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            4-year
   66




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5-year
    Assumptions  SARs
    Valuation

2008Weighted-average risk-free interest rate


1.37
%Expected dividend yield


1.86
%Expected volatility


35
%Exercise price

$
38.44Market vesting price (90 consecutive market days at or above
    this price)

$
55.00Contractual term


5.1 years     Weighted AverageStock Option


Option Price per


IntrinsicShares


Share


Value(In thousands, except per share amounts)Outstanding at January 3, 2009


18.0


$
30.56Granted


Exercised/restrictions lapsed


(8.0
)Forfeited/cancelled


(10.0
)Outstanding at January 2, 2010









$
Shares expected to vest





$



$
Exercisable/unrestricted at January 3, 2009


18.0


$
30.56


$
276.9Exercisable/unrestricted at January 2, 2010





$



$
   67




---



##### Table of Contents



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



WeightedService

Average

Performance

AverageBased

Remaining

Based Grants

RemainingGrants

Restriction/

(LTIP &

Restriction/(Board Units

Vesting

Performance

Vestingand RSUs)

Period

RSUs)

Period(In thousands, except per share amounts)Outstanding at January 3, 2009


580.6



1.4



348.4



1.2Granted


28.0







127.0Exercised/units settled*


(1.8
)






(109.2
)Forfeited/cancelled










(26.6
)Outstanding at January 2, 2010


606.8



1.0



339.6



1.2Shares expected to vest**


586.0



1.6



200.3



1.2Exercisable/unrestricted at January 3, 2009


191.3







109.2Exercisable/unrestricted at January 2, 2010


273.6







102.1     *
    
    The exercised/units settled amount above under
    Performance Based Grants (LTIP & Performance RSUs)
    represents 2006 LTIP units which vested on January 3, 2009
    and were settled during the second quarter 2009 for
    90,221 shares of Nash Finch stock, of which 67,343 were
    deferred by executives as provided in the plan. The amount
    excludes executive RSUs which vested during the year but are
    deferred until termination of employment with the Company as
    provided in the plan. Such units are included in the
    vested/restrictions lapsed line in the table below.  Stock

Weighted AverageAppreciation

Base/ExerciseRights

Price Per SAR(In thousands, except per share amounts)Outstanding at January 3, 2009


267.3


$
38.44Granted


Exercised/restrictions lapsed


Forfeited/cancelled


Outstanding at January 2, 2010


267.3



38.44Shares expected to vest**


240.6



38.44Exercisable/unrestricted at January 3, 2009


Exercisable/unrestricted at January 2, 2010


     **
    
    The shares expected to vest in the above tables
    represent the following: For all grants, gross units outstanding
    less managements estimate of forfeitures due to
    termination of employment prior to vesting. For RSUs under
    Performance Based Grants that include a performance
    vesting condition based on a Nash Finch specific internal
    target, the number of shares expected to be paid based on
    managements current expectation of achieving the target.
    Note that the shares expected to vest for LTIP does not include
    an estimate of the adjustment factor upon settlement which is
    partially dependent on external factors (the 68




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Companys results on plan performance metrics versus its
    peer group). Note that shares expected to vest for SARs does not
    factor probability of achieving the market condition required
    for vesting.      Performance

WeightedService Based

Weighted

Based Grants

Average FairGrants (Board

Average Fair

(LTIP &

Value atUnits and

Value at Date

Performance

Date ofRSUs)

of Grant

RSUs)

Grant(In thousands, except per share amounts)Non-vested at January 3, 2009


389.2


$
29.19



239.2


$
37.25Granted


28.0







127.0Vested/restrictions lapsed


(84.0
)






(102.1
)Forfeited/cancelled










(26.6
)Non-vested at January 2, 2010


333.2


$
29.39



237.5


$
36.32   Stock

Weighted AverageAppreciation

Fair Value at DateRights

of Grant(In thousands, except per share amounts)Non-vested at January 3, 2009


267.3


$
8.44Granted






Vested/restrictions lapsed






Forfeited/cancelled






Non-vested at January 2, 2010


267.3


$
8.44     paid-in-capital.
 69




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (12)
    Earnings
    per Share    2009


2008


2007(In thousands, except per share amounts)Numerator:Earnings from continuing operations

$
2,778


$
33,145


$
36,031Denominator:Denominator for basic earnings per share (weighted-average
    shares)


13,007



12,886



13,479Effect of dilutive options and awards


371



275



163Denominator for diluted earnings per share (adjusted
    weighted-average shares)


13,378



13,161



13,642Basic earnings (loss) per share from continuing operations

$
0.21


$
2.57


$
2.67Diluted earnings (loss) per share from continuing operations

$
0.21


$
2.52


$
2.64Weighted-average anti-dilutive options excluded from calculation










23       Earnings
    per Share
 70




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

2008

2007(In thousands)LTIP


211



121



28RSUs


160



150



127   (13)
    Leases    2009


2008(In thousands)Building and improvements

$
46,665


$
30,819Less accumulated amortization


(26,015
)


(24,851
)Net assets under capitalized leases

$
20,650


$
5,968     Operating


CapitalLeases


Leases(In thousands)2010

$
21,591


$
6,2002011


18,149



4,8732012


15,177



4,7102013


10,466



4,0972014


8,609



3,494Thereafter


21,329



16,494Total minimum lease payments

$
95,321


$
39,868Less imputed interest (rates ranging from 8.3% to 24.6%)






14,616Present value of net minimum lease payments






25,252Less current maturities






(3,810
)Capitalized lease obligations





$
21,442  71




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007(In thousands)Total rentals

$
41,318


$
40,822


$
40,457Less: real estate taxes, insurance and other occupancy costs


(2,881
)


(3,614
)


(3,206
)Minimum rentals


38,437



37,208



37,251Contingent rentals


(34
)


(108
)


(19
)Sublease rentals


(7,450
)


(8,611
)


(10,061
)$
30,953


$
28,489


$
27,171     (14)
    Concentration
    of Credit Risk  and/or
    Guarantors Accounting and Disclosure
    Requirements, Including Indirect Guarantees of Indebtedness of
    Others
 72




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (15)
    Fair
    Value of Financial Instruments  Fair Value Measurements
            Other
    Financial Assets and Liabilities
        Non-Financial
    Assets
  360-10-35,
  (16)
    Commitments
    and Contingencies  Roundys
    Supermarkets, Inc. v. Nash Finch
   73




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
  time-to-time
  (17)
    Long-Term
    Compensation Plans     74




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    710-10-45 No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested).
  (18)
    Pension
    and Other Post-retirement Benefits      Subtopic 715-20-65 715-20-65, Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R) 715-20-65 Employers Accounting for Pensions 715-20-65.
 75




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##### Table of Contents



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


Benefits


Total(In thousands)Unrecognized prior service credits

$



$
(52
)

$
(52
)Unrecognized actuarial losses (gains)


16,687



(134
)


16,553Unrecognized net periodic benefit cost


16,687



(186
)


16,501Less deferred taxes


(6,508
)


73



(6,435
)Total

$
10,179


$
(113
)

$
10,066     Other Post-retirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$



$
(133
)

$
(133
)Unrecognized actuarial losses (gains)


16,190



(137
)


16,053Unrecognized net periodic benefit cost


16,190



(270
)


15,920Less deferred taxes


(6,314
)


105



(6,209
)Unrecognized net periodic benefit cost

$
9,876


$
(165
)

$
9,711     Other Post-retirementPension


Benefits(In thousands)Unrecognized prior service (credits)

$



$
(30
)Unrecognized actuarial losses (gains)


1,401



(7
)Total

$
1,401


$
(37
)  76




---



##### Table of Contents



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


Other Post-retirement Benefits2009


2008


2009


2008(In thousands)Funded StatusProjected benefit obligationBeginning of year

$
(38,564
)

$
(39,037
)

$
(845
)

$
(894
)Interest cost


(2,327
)


(2,252
)


(48
)


(46
)Participant contributions










(54
)


(86
)Actuarial gain


(3,362
)


(485
)


3



25Benefits paid


3,204



3,210



183



156End of year


(41,049
)


(38,564
)


(761
)


(845
)Fair value of plan assetsBeginning of year


28,659



35,380







Actual return on plan assets


3,284



(4,590
)






Employer contributions


913



1,079



129



70Participant contributions










54



86Benefits paid


(3,204
)


(3,210
)


(183
)


(156
)End of year


29,652



28,659







Funded status


(11,397
)


(9,905
)


(761
)


(845
)Accumulated benefit obligation

$
(41,049
)

$
(38,564
)

$
(761
)

$
(845
)     Pension Benefits


Other Benefits2009


2008


2009


2008(In thousands)Current liabilities

$



$



$
(119
)

$
(160
)Non-current liabilities


(11,397
)


(9,905
)


(642
)


(685
)Deferred taxes


6,508



6,314



(73
)


(105
)Accumulated other comprehensive income (loss)


10,179



9,876



(113
)


(165
)Net amount recognized

$
5,290


$
6,285


$
(947
)

$
(1,115
)  77




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##### Table of Contents



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


Other Benefits2009


2008


2007


2009


2008


2007(In thousands)Interest cost

$
2,327


$
2,252


$
2,340


$
48


$
47


$
56Expected return on plan assets


(1,790
)


(2,410
)


(2,307
)










Amortization of prior service cost






(2
)


(15
)


(82
)


(645
)


(645
)Recognized actuarial loss (gain)


1,370



539



237



(5
)


(2
)


(7
)Net periodic benefit cost (gain)

$
1,907


$
379


$
255


$
(39
)

$
(600
)

$
(596
)   Assumptions
    Pension Benefits

Other Benefits2009

2008

2009

2008Discount rate


5.60
%


6.30
%


5.60
%


6.30
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension Benefits

Other Benefits2009

2008

2009

2008Discount rate


6.3
%


6.0
%


6.3
%


6.0
%Expected return on plan assets


6.5
%


7.0
%


N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A     January 2,

January 3,2010

2009Current year trend rate


9.00
%


10.00
%Ultimate year trend rate


5.00
%


5.00
%Year of ultimate trend rate


2014



2014     1%

1%Increase

DecreaseEffect on total of service and interest cost components

$



$
Effect on post-retirement benefit obligation


6



(6
)  78




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension
    Plan Investment Policy, Strategy and Assets
    January 2,

January 3,2010

2009Equity securities


32
%


27
%Debt securities


13
%


18
%Guaranteed investment contract


55
%


55
%Cash


0
%


0
%   Pension
    Plan Investment Valuation
        Investments at Fair ValueLevel 1


Level 2


Level 3


Total(In thousands)Equity securities

$
9,682


$



$



$
9,682Debt securities


3,841










$
3,841Guaranteed investment contract










16,128


$
16,128Cash


1










$
1Total investments

$
13,524


$



$
16,128


$
29,652  79




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    GuaranteedInvestment Contract(In thousands)Balance at 1/3/2009

$
15,659Interest income


975Realized gains/(losses)


28Purchases, sales, issuances and settlements (net)


(534
)Balance at 1/2/2010

$
16,128   Estimated
    Future Benefits Payments
    Pension


OtherYear

Benefits


Benefits2010

$
3,184


$
1192011


2,958



1222012


2,832



1062013


2,787



952014


2,767



702015 or later


14,221



207$
28,749


$
719   Expected
    Long-Term Rate of Return
    Employer
    Contributions
  Pension
    Plan
    Multi-Employer
    Plans
   80




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (19)
    Segment
    Information        Major
    Segments of the Business
    Year end January 2, 2010
    (In thousands)
  FoodDistribution

Military

Retail

TotalRevenue from external customers

$
2,655,012


$
1,985,313


$
572,330


$
5,212,655Inter-segment revenue


290,523











290,523Interest revenue


(26
)










(26
)Interest expense (including capitalized lease interest)


(25
)


32



3,438



3,445Depreciation expense


8,787



5,611



7,269



21,667Segment profit


88,116



49,717
*


15,888



153,721Assets


434,040



221,244



95,222



750,506Expenditures for long-lived assets


7,705



10,760



5,301



23,766     *
    
    Military segment profit includes acquisition and integration
    costs of $2.8 million. 81




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Major
    Segments of the Business
    Year end January 3, 2009
    (In thousands)
  FoodDistribution

Military

Retail

TotalRevenue from external customers

$
2,740,462


$
1,290,575


$
602,457


$
4,633,494Inter-segment revenue


307,591











307,591Interest revenue


(8
)










(8
)Interest expense (including capitalized lease interest)


(7
)






3,278



3,271Depreciation expense


9,359



2,039



6,769



18,167Segment profit


100,275



49,125



21,335



170,735Assets


451,222



150,151



99,128



700,501Expenditures for long-lived assets


6,131



3,395



12,835



22,361   Major
    Segments of the Business
    Year end December 29, 2007
    (In thousands)
  FoodDistribution

Military

Retail

TotalRevenue from external customers

$
2,693,346


$
1,178,991


$
591,698


$
4,464,035Inter-segment revenue


300,290











300,290Interest revenue


(17
)










(17
)Interest expense (including capitalized lease interest)


(17
)






2,849



2,832Depreciation expense


10,342



1,924



6,060



18,326Segment profit


91,920



42,115



18,637



152,672Assets


424,849



155,474



89,155



669,478Expenditures for long-lived assets


3,647



3,078



3,191



9,916  82




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation
    (In thousands)
  2009


2008


2007RevenuesTotal external revenue for segments

$
5,212,655


$
4,633,494


$
4,464,035Inter-segment revenue from reportable segments


290,523



307,591



300,290Elimination of inter-segment revenues


(290,523
)


(307,591
)


(300,290
)Total consolidated revenues

$
5,212,655


$
4,633,494


$
4,464,035Profit (Loss)Total profit for segments

$
153,721


$
170,735


$
152,672Unallocated amounts:Adjustment of inventory to LIFO


3,033



(19,740
)


(5,092
)Unallocated corporate overhead


(90,369
)


(97,204
)


(95,847
)Goodwill impairment


(50,927
)






Gain on acquisition of a business


6,682







Gain on litigation settlement


7,630







Special charge


(6,020
)






1,282Income from continuing operations before income taxes

$
23,750


$
53,791


$
53,015AssetsTotal assets for segments

$
750,506


$
700,501


$
669,478Unallocated corporate assets


322,803



331,186



338,860Adjustment of inventory to LIFO


(73,077
)


(76,110
)


(56,369
)Elimination of intercompany receivables


(696
)


(625
)


(587
)Total consolidated assets

$
999,536


$
954,952


$
951,382   Other
    Significant Items-2009 (In thousands)
  Segment

Reconciling

ConsolidatedTotals

Items

TotalsDepreciation and amortization

$
21,667


$
18,936


$
40,603Interest expense


3,445



20,927



24,372Expenditures for long-lived assets


23,766



6,636



30,402   Other
    Significant Items-2008 (In thousands)
  Segment

Reconciling

ConsolidatedTotal

Items

TotalsDepreciation and amortization

$
18,167


$
20,262


$
38,429Interest expense


3,271



23,195



26,466Expenditures for long-lived assets


22,361



9,594



31,955  83




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Significant Items-2007 (In thousands)
  Segment

Reconciling

ConsolidatedTotals

Items

TotalsDepreciation and amortization

$
18,326


$
20,556


$
38,882Interest expense


2,832



25,256



28,088Expenditures for long-lived assets


9,916



11,503



21,419     (20)
    Subsequent
    Event   84




---



##### Table of Contents



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

Second Quarter

Third Quarter

Fourth Quarter12 Weeks

12 Weeks

16 Weeks

12 Weeks

13 Weeks2009

2008

2009

2008

2009

2008

2009

2008 (1)Sales

$
1,140,320


$
1,004,852


$
1,216,594


$
1,023,892


$
1,633,304


$
1,416,308


$
1,222,437


$
1,188,442Cost of sales


1,045,201



912,238



1,117,565



929,604



1,504,350



1,294,143



1,126,851



1,090,560Gross profit


95,119



92,614



99,029



94,288



128,954



122,165



95,586



97,882Earnings (loss) from continuing operations before income taxes


17,526



16,281



16,114



13,838



31,655



13,029



(41,545
)


10,643Income tax expense


3,106



5,665



6,576



4,406



9,728



5,344



1,562



5,231Net earnings (loss)


14,420



10,616



9,538



9,432



21,927



7,685



(43,107
)


5,412Net earnings (loss) as percentage of sales


1.26
%


1.06
%


0.78
%


0.92
%


1.34
%


0.54
%


(3.53
)%


0.46
%Basic earnings (loss) per share

$
1.11


$
0.82


$
0.73


$
0.73


$
1.68


$
0.60


$
(3.31
)

$
0.42Diluted earnings (loss) per share

$
1.08


$
0.80


$
0.72


$
0.72


$
1.64


$
0.58


$
(3.20
)

$
0.41      (1)
    
    Prior year amounts have been restated to reflect the adoption of
    ASC Subtopic 470-20 and the revised treatment of consigned
    inventory sales in our military segment. Please refer to Note 1
    and Note 3 of the Notes to Consolidated Financial Financial
    Statements of this
    Form 10-K
    for a further discussion of these items.    1.
    
    Goodwill impairment charge of $50.9 million in the fourth
    quarter 2009.2.
    
    Gain on the acquisition of a business of $6.7 million, net
    of tax, in the first quarter 2009.3.
    
    Gain on the settlement of litigation of $7.6 million in the
    third quarter 2009.4.
    
    Acquisition and integration costs of $0.6 million,
    $0.8 million, $0.9 million and $0.4 million in
    the first, second, third and fourth quarters, respectively, of
    fiscal 2009.5.
    
    Year-over-year
    increase in share-based compensation expense of
    $1.4 million in the first quarter 2009.6.
    
    Special charge of $6.0 million in the fourth quarter 2009.7.
    
    Pre-opening and
    start-up
    costs of $0.1 million and $0.6 million in the first
    and second quarters, respectively, of fiscal 2009.8.
    
    Gain on the sale of intangible assets of $0.7 million in
    the fourth quarter 2009.9.
    
    Retail store impairments and lease related charges of
    $1.2 million, $0.9 million, $1.3 million and
    $1.9 million in the first, second, third and fourth
    quarters, respectively, of fiscal 2009.10.
    
    Year-over-year
    increase in non-cash LIFO charges of $1.1 million,
    $2.7 million, $8.8 million and $10.2 million in
    the first, second, third and fourth quarters, respectively, of
    2008.11.
    
    Reversal of bad debt and lease reserves related to food
    distribution customers of $3.0 million and
    $0.3 million in the first and fourth quarters,
    respectively, of 2008.12.
    
    Gain on the sale of intangible assets of $0.2 million and
    $0.4 million in the first and third quarters, respectively,
    of 2008.13.
    
    Inventory markdown and wind down costs related to retail store
    closings and retail markdown adjustments of $0.1 million in
    the first quarter of 2008.14.
    
    Retail store impairments and lease reserves of
    $0.3 million, $0.3 million and $0.6 million in
    the first, second and third quarters, respectively, of 2008.15.
    
    Write-off of deferred financing costs of $1.0 million in
    the second quarter of 2008.16.
    
    Acquisition costs of $0.5 million in the fourth quarter of
    2008. 85




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Managements
    Annual Report On Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
   86




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
             87




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##### Table of Contents



88




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVERNANCE EXECUTIVE
    OFFICERS OF THE REGISTRANT    Year First Electedor Appointed as anName

Age

Executive Officer

TitleAlec C. Covington


52



2006


President and Chief Executive OfficerChristopher A. Brown


47



2006


Executive Vice President, President and Chief Operating Officer
    of WholesaleEdward L. Brunot


46



2006


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


48



2007


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


55



2006


Executive Vice President, General Counsel and SecretaryJeffrey E. Poore


51



2001


Executive Vice President, Supply Chain ManagementCalvin S. Sihilling


60



2006


Executive Vice President and Chief Information OfficerMichael W. Rotelle III


50



2008


Senior Vice President, Human Resources     Alec C. Covington
  Christopher A. Brown
  Edward L. Brunot
 89




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##### Table of Contents



Robert B. Dimond
  Kathleen M. Mahoney
  Jeffrey E. Poore
  Calvin S. Sihilling
  Michael W. Rotelle III
   90




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Equity
    Compensation Plan Information
    Equity
    Compensation Plan Information
  Number of SecuritiesNumber of Securities to



Remaining Available forbe issued Upon

Weighted-Average

Future Issuance Under EquityExercise of

Exercise Price of

Compensation PlansOutstanding Options,

Outstanding Options,

(Excluding SecuritiesWarrants and Rights

Warrants and Rights

Reflected in Column (a))Plan Category

(a)

(b)

(c)Equity compensation plans approved by security holders


1,271,952
(1)

$
37.94
(2)


867,262
(3)Equity compensation plans not approved by security holders


19,554







24,402
(4)1,291,506


$
37.94



891,664     (1)
    
    Includes stock options, stock appreciation rights, restricted
    stock units and performance units awarded under the 2009
    Incentive Award Plan (2009 Plan) and 2000 Stock
    Incentive Plan (2000 Plan).(2)
    
    Each share unit acquired through the deferral of director
    compensation under the 1997 Director Plan and each
    performance unit acquired under the 2009 Plan and 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 January 2, 2010 are not
    included in the calculation of the weighted average exercise
    price.(3)
    
    The following numbers of shares remained available for issuance
    under each of our equity compensation plans at January 2,
    2010. Grants under each plan may be in the form of any of the
    types of awards noted:  91




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##### Table of Contents



Plan

Number of Shares

Type of Award2009 Plan


686,247


Stock options, restricted stock, stock
    appreciation rights, performance
    units, and stock bonuses.2000 Plan


144,936


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


36,079


Share units   (4)
    
    Shares remaining available for issuance under the Director
    Deferred Compensation Plan. Each share unit acquired through the
    deferral of director compensation under the Director Deferred
    Compensation Plan is payable in one share of Nash Finch common
    stock following the individuals termination of service as
    a director.  Description
    of Plans Not Approved by Shareholders
  Director Deferred Compensation Plan.
  Security
    Ownership of Certain Beneficial Owners and Management
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   92




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##### Table of Contents



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

Description2
.1

Asset Purchase Agreement between Roundys, Inc. and
    Nash-Finch Company, dated as of February 24, 2005
    (incorporated by reference to Exhibit 2.1 to our current
    report on
    Form 8-K
    filed February 28, 2005 (File
    No. 0-785)).2
.2

Asset Purchase Agreement between GSC Enterprises, Inc., MKM
    Management, L.L.C., Michael K. McKenzie, Grocery Supply
    Acquisition Corp. and Nash-Finch Company, dated as of
    December 17, 2008 (incorporated by reference to
    Exhibit 1.01 to our current report on
    Form 8-K
    filed December 18, 2008 (File
    No. 0-785)).2
.3

First Amendment to Asset Purchase Agreement between GSC
    Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie,
    Grocery Supply Acquisition Corp. and Nash-Finch Company, dated
    as of January 31, 2009 (incorporated by reference to
    Exhibit 10.1 to our current report on
    Form 8-K
    filed February 3, 2009 (File
    No. 0-785)).3
.1

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

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

Certificate of Amendment to Restated Certificate of
    Incorporation of the Company, effective May 16, 2002
    (incorporated by reference to Exhibit 3.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File
    No. 0-785)). 93




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##### Table of Contents



ExhibitNo.

Description3
.4

Certificate of Amendment to Restated Certificate of
    Incorporation of the Company, effective May 13, 2008
    (incorporated by reference to Exhibit 3.1 to our current
    report on
    Form 8-K
    dated May 16, 2008 (File
    No. 0-785)).3
.5

Certificate of Amendment to the Nash-Finch Company Restated
    Certificate of Incorporation, effective May 20, 2009
    (incorporated by reference to Exhibit 3.1 to our current
    report on
    Form 8-K
    filed May 26, 2009 (File
    No. 0-785)).3
.6

Fourth Restated Certificate of Incorporation of Nash Finch
    Company, effective July 27, 2009 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed July 28, 2009 (File
    No. 0-785)).3
.7

Nash-Finch Company Bylaws (as amended November 9, 2005)
    (incorporated by reference to Exhibit 3.1 to our current
    report on
    Form 8-K
    filed November 14, 2005 (File
    No. 0-785)).3
.8

Amended and Restated Bylaws of Nash-Finch Company (as amended
    May 13, 2008) (incorporated by reference to
    Exhibit 3.2 to our current report on
    Form 8-K/A
    filed May 19, 2008 (File
    No. 0-785)).3
.9

Amended and Restated Bylaws of Nash Finch Company (as amended
    May 20, 2009) (incorporated by reference to
    Exhibit 3.2 to our current report on
    Form 8-K/A
    filed July 6, 2009 (File
    No. 0-785)).4
.1

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

Amendment to Stockholder Rights Agreement dated as of
    October 30, 2001 (incorporated by reference to
    Exhibit 4.2 to Amendment No. 1 to our Registration
    Statement on
    Form 8-A
    (filed July 26, 2002) (File
    No. 0-785)).4
.3

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

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

Notice of Adjustment of Conversion Rate of the Senior
    Subordinated Convertible Notes Due 2035 (incorporated by
    reference to Exhibit 99.1 to our current report on
    Form 8-K
    filed November 21, 2006 (File
    No. 0-785)).4
.6

First Supplemental Indenture to Senior Convertible Notes Due
    2035 (incorporated by reference to Exhibit 4.1 to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 14, 2008 (File
    No. 0-785)).4
.7

Notice of Adjustment of Conversion Rate of Senior Subordinated
    Convertible Notes Due 2035 (incorporated by reference to
    Exhibit 7.1 to our current report on
    Form 8-K
    filed March 25, 2009 (File
    No. 0-785)).10
.1

Credit Agreement, dated as of April 11, 2008, among Nash
    Finch Company, Various Lenders and Bank of America, N.A. as
    Administrative Agent (incorporated by reference to
    Exhibit 10.1 to our current report on
    Form 8-K
    filed April 14, 2008 (File
    No. 0-785)).*10
.2

Nash-Finch Company Income Deferral Plan (as amended through
    May 21, 2004) (incorporated by reference to
    Exhibit 4.1 to our Registration Statement on
    Form S-8
    filed May 25, 2004 (File
    No. 333-115849)).*10
.3

Second Declaration of Amendment to Nash-Finch Company Income
    Deferral Plan (as amended through May 21, 2004)
    (incorporated by reference to Exhibit 10.4 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.4

Nash-Finch Company Deferred Compensation Plan (incorporated by
    reference to Exhibit 4.1 to our Registration Statement on
    Form S-8
    filed on December 30, 2004 (File
    No. 333-121755)). 94




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##### Table of Contents



ExhibitNo.

Description*10
.5

Amended and Restated Nash-Finch Company Deferred Compensation
    Plan (incorporated by reference to our Annual Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.6

Nash-Finch Company 2000 Stock Incentive Plan (as amended
    February 25, 2008) (incorporated by reference to
    Exhibit 10.1 to our current report on
    Form 8-K
    filed May 16, 2008 (File
    No. 0-785)).*10
.7

Nash-Finch Company 2000 Stock Incentive Plan (as amended and
    restated on July 14, 2008) (incorporated by reference to
    our Annual Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.8

Form of Non-Statutory Stock Option Agreement (for employees
    under the Nash-Finch Company 2000 Stock Incentive Plan)
    (incorporated by reference to Exhibit 10.7 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.9

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

Nash-Finch Company 1995 Director Stock Option Plan (as
    amended on February 22, 2000 and February 19, 2002)
    (incorporated by reference to Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 15, 2002 (File
    No. 0-785)).*10
.11

First Declaration of Amendment to the Nash-Finch Company
    1995 Director Stock Option Plan (as amended on
    February 22, 2000 and February 19, 2002) (incorporated
    by reference to Exhibit 10.9 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.12

Form of Non-Statutory Stock Option Agreement (for non-employee
    directors under the Nash-Finch Company 1995 Director Stock
    Option Plan) (incorporated by reference to Exhibit 10.10 to
    our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.13

Nash-Finch Company 1997 Non-Employee Director Stock Compensation
    Plan (2003 Revision) (incorporated by reference to
    Exhibit 10.9 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 3, 2004 (File
    No. 0-785)).*10
.14

Nash-Finch Company 1997 Non-Employee Director Stock Compensation
    Plan (2003 Revision)  First Declaration of Amendment
    (incorporated by reference to Exhibit 10.12 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.15

Nash-Finch Company 1997 Non-Employee Director Stock Compensation
    Plan (2003 Revision)  Second Declaration of Amendment
    (incorporated by reference to Exhibit 10.13 to our Annual
    Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)).*10
.16

Nash-Finch Company Director Deferred Compensation Plan
    (incorporated by reference to Exhibit 4.1 to our
    Registration Statement on
    Form S-8
    filed on December 30, 2004 (File
    No. 333-121754)).*10
.17

Amended and Restated Nash-Finch Company Director Deferred
    Compensation Plan (incorporated by reference to our Annual
    Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.18

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

Nash-Finch Company Supplemental Executive Retirement Plan (as
    amended and restated on July 14, 2008) (incorporated by
    reference to our Annual Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.20

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

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

Form of Restricted Stock Unit Award Agreement (for non-employee
    directors under the 2000 Stock Incentive Plan) (incorporated by
    reference to Exhibit 10.19 to our Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2005 (File
    No. 0-785)). 95




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##### Table of Contents



ExhibitNo.

Description*10
.23

Form of Amended and Restated Restricted Stock Unit Agreement
    (for non-employee directors under the 2000 Stock Incentive Plan)
    (incorporated by reference to our Annual Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.24

New Form of Restricted Stock Unit Award Agreement (for
    non-employee directors under the 2000 Stock Incentive Plan)
    (incorporated by reference to our Annual Report on
    Form 10-K
    filed March 12, 2009 (File
    No. 0-785)).*10
.25

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

Form of Amended and Restated Restricted Stock Unit Award
    Agreement (under the 2000 Stock Incentive Plan) (incorporated by
    reference to Exhibit 10.3 to our
    Form 10-Q
    filed November 6, 2008 (File
    No. 0-785)).*10
.27

New Form of Executive Restricted Stock Unit Agreement (under the
    2000 Stock Incentive Plan), effective July 14, 2008
    (incorporated by reference to Exhibit 10.2 to our
    Form 10-Q
    filed November 6, 2008 (File
    No. 0-785)).*10
.28

Nash-Finch Company 2000 Stock Incentive Plan Performance Unit
    Award Agreement dated as of May 1, 2006 between the Company
    and Alec C. Covington (incorporated by reference to
    Exhibit 10.3 to our
    Form 10-Q
    for the quarter ended June 17, 2006 (File
    No. 0-785)).*10
.29

Nash-Finch Company 2000 Stock Incentive Plan Restricted Stock
    Unit Award Agreement dated as of May 1, 2006 between the
    Company and Alec C. Covington (incorporated by reference to
    Exhibit 10.2 to our
    Form 10-Q
    for the quarter ended June 17, 2006 (File
    No. 0-785)).*10
.30

Letter Agreement between Nash-Finch Company and Alec C.
    Covington dated March 16, 2006 (incorporated by reference
    to Exhibit 10.1 to our
    Form 8-K
    filed April 18, 2006 (File
    No. 0-785)).*10
.31

Amendment to the Letter Agreement between Nash-Finch Company and
    Alec C. Covington dated February 27, 2007 (incorporated by
    reference to Exhibit 10.1 to our
    Form 8-K
    filed March 1, 2007 (File
    No. 0-785)).*10
.32

Change in Control Agreement entered into by Nash-Finch Company
    and Alec. C. Covington dated February 26, 2008
    (incorporated by reference to Exhibit 10.1 to our
    Form 8-K/A
    filed February 28, 2008 (File
    No. 0-785)).*10
.33

Restricted Stock Unit Agreement between the Company and Alec C.
    Covington dated February 27, 2007 (incorporated by
    reference to Exhibit 10.2 to our
    Form 10-Q
    filed May 1, 2007 (File
    No. 0-785)).*10
.34

Letter Agreement between Nash-Finch Company and Robert B. Dimond
    dated November 29, 2006 (incorporated by reference to
    Exhibit 10.1 to our
    Form 8-K
    filed December 21, 2006 (File
    No. 0-785)).*10
.35

Amended Form of Change in Control Agreement for Senior and
    Executive Vice Presidents, effective November 3, 2008
    (incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    filed November 6, 2008 (File
    No. 0-785)).*10
.36

Form of Amended and Restated Indemnification Agreement
    (incorporated by reference to Exhibit 10.1 to our
    Form 10-Q
    filed November 13, 2007 (File
    No. 0-785)).*10
.37

Stock Appreciation Rights Agreement under the Nash-Finch Company
    2000 Stock Incentive Plan dated December 17, 2008
    (incorporated by reference to Exhibit 10.2 to our
    Form 8-K
    filed February 3, 2009 (File
    No. 0-785)).*10
.38

Amended and Restated Stock Appreciation Rights Agreement under
    the Nash-Finch Company 2000 Stock Incentive Plan dated
    December 17, 2008 (incorporated by reference to our
    Form 10-Q
    filed May 4, 2009 (File
    No. 0-785)).10
.39

Nash-Finch Company Incentive Award Plan (incorporated by
    reference to Exhibit 10.1 to our current report on
    Form 8-K
    filed May 26, 2009 (File
    No. 0-785)).10
.40

Nash Finch Company Performance Incentive Plan (incorporated by
    reference to Exhibit 10.2 to our current report on
    Form 8-K
    filed May 26, 2009 (File
    No. 0-785)).12
.1

Computation of Ratio of Earnings to Fixed Charges (filed
    herewith). 96




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##### Table of Contents



ExhibitNo.

Description21
.1

Our subsidiaries (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 (filed herewith).A copy of any of these exhibits will be furnished at a
    reasonable cost to any of our stockholders, upon receipt from
    any such person of a written request for any such exhibit. Such
    request should be sent to Nash Finch Company, 7600 France Avenue
    South, P.O. Box 355, Minneapolis, Minnesota,
    55440-0355,
    Attention: Secretary.     *
    
    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. 97




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Valuation and Qualifying Accounts
    Fiscal Years ended January 2, 2010, January 3, 2009
    and December 29, 2007
    (In thousands)
  Charged to


ChargedBalance at


(Reversed from)


(Credited)





BalanceBeginning


Costs and


to Other





at Endof Year


Expenses


Accounts(a)


Deductions


of YearDescription52 weeks ended December 29, 2007:Allowance for doubtful accounts(c)

$
25,961


$
1,234


$
460


$
19,986
(b)

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


15,072



552







2,422
(d)


13,202$
41,033


$
1,786


$
460


$
22,408


$
20,87153 weeks ended January 3, 2009:Allowance for doubtful accounts(c)

$
7,669


$
(1,292
)

$
37


$
883
(b)

$
5,531Provision for losses relating to leases on closed locations


13,202



(1,831
)






3,364
(d)


8,007$
20,871


$
(3,123
)

$
37


$
4,247


$
13,53852 weeks ended January 2, 2010:Allowance for doubtful accounts(c)

$
5,531


$
1,441


$
19


$
1,304
(b)

$
5,687Provision for losses relating to leases on closed locations


8,007



3,135







1,891
(d)


9,251$
13,538


$
4,576


$
19


$
3,195


$
14,938     (a)
    
    Recoveries on accounts previously written off, unless noted
    otherwise(b)
    
    Reversal of reserve relating to write-offs(c)
    
    Includes current and non-current receivables(d)
    
    Net payments of lease obligations & termination fees 98




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##### Table of Contents



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

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

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

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

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

/s/  Kathleen
    M. MahoneyKathleen
    M. Mahoney
    Attorney-in-fact  99




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##### Table of Contents



NASH-FINCH
    COMPANY
    EXHIBIT INDEX TO ANNUAL REPORT
    ON
    FORM 10-K
    For Fiscal Year Ended January 2, 2010
  ExhibitNo.

Description

Method of Filing2
.1

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

Incorporated by reference (IBR)2
.2

Asset Purchase Agreement between GSC Enterprises, Inc., MKM
    Management, L.L.C., Michael K. McKenzie, Grocery Supply
    Acquisition Corp. and Nash-Finch Company, dated as of
    December 17, 2008.

IBR2
.3

First Amendment to Asset Purchase Agreement between GSC
    Enterprises, Inc., MKM Management, L.L.C., Michael K. McKenzie,
    Grocery Supply Acquisition Corp. and Nash-Finch Company, dated
    as of January 31, 2009.

IBR3
.1

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

IBR3
.2

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

IBR3
.3

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

IBR3
.4

Certificate of Amendment to Restated Certificate of
    Incorporation of the Company, effective May 13, 2008.

IBR3
.5

Certificate of Amendment to the Nash-Finch Company Restated
    Certificate of Incorporation, effective May 20, 2009.

IBR3
.6

Fourth Restated Certificate of Incorporation of Nash Finch
    Company, effective July 27, 2009.

IBR3
.7

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

IBR3
.8

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

IBR3
.9

Amended and Restated Bylaws of Nash Finch Company (as amended
    May 20, 2009).

IBR4
.1

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

IBR4
.2

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

IBR4
.3

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

IBR4
.4

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

IBR4
.5

Notice of Adjustment of Conversion Rate of the Senior
    Subordinated Convertible Notes Due 2035.

IBR4
.6

First Supplemental Indenture to Senior Convertible Notes Due
    2035.

IBR 100




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10
.1

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

IBR10
.2

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

IBR10
.3

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

IBR10
.4

Nash-Finch Company Deferred Compensation Plan.

IBR10
.5

Amended and Restated Nash-Finch Company Deferred Compensation
    Plan.

IBR10
.6

Nash-Finch Company 2000 Stock Incentive Plan.

IBR10
.7

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

IBR10
.8

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

IBR10
.9

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

IBR10
.10

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

IBR10
.11

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
.12

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

IBR10
.13

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

IBR10
.14

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

IBR10
.15

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

IBR10
.16

Nash-Finch Company Director Deferred Compensation Plan.

IBR10
.17

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

IBR10
.18

Nash-Finch Company Supplemental Executive Retirement Plan.

IBR10
.19

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

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

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

IBR10
.24

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

IBR 101




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10
.25

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

IBR10
.26

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

IBR10
.27

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

IBR10
.28

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

IBR10
.29

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

IBR10
.30

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

IBR10
.31

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

IBR10
.32

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

IBR10
.33

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

IBR10
.34

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

IBR10
.35

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

IBR10
.36

Form of Amended and Restated Indemnification Agreement.

IBR10
.37

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

IBR10
.38

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

IBR10
.39

Nash-Finch Company Incentive Award Plan.

IBR10
.40

Nash Finch Company Performance Incentive Plan.

IBR12
.1

Computation of Ratio of Earnings to Fixed Charges.

Filed Electronically (E)21
.1

Our subsidiaries.

E23
.1

Consent of Ernst & Young LLP.

E24
.2

Power of Attorney.

E31
.3

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

E31
.4

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

E32
.2

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

E  102