##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:
    December 29, 2007o

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

41-0431960(State of
    Incorporation)

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

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

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





Nash
    Finch Company
  Index
  
  Page No.PART IItem 1.


Business


2Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


13Item 2.


Properties


13Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security
    Holders


15Executive Officers of the Registrant


16PART IIItem 5.


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


18Item 6.


Selected Financial Data


20Item 7.


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


22Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


39Item 8.


Financial Statements and Supplementary Data


40Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


82Item 9A.


Controls and Procedures


82Item 9B.


Other Information


84PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


84Item 11.


Executive Compensation


84Item 12.


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


84Item 13.


Certain Relationships and Related Transactions
    and Director Independence


85Item 14.


Principal Accountant Fees and Services


85PART IVItem 15.


Exhibits and Financial Statement Schedules


86SIGNATURES


91Computation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Ernst & Young LLPPower of AttorneyCertificationCertificationCertification




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##### Table of Contents



Nash
    Finch Company
 PART I    Forward-Looking
    Information
    
    the effect of competition on our distribution, military and
    retail businesses;
    general sensitivity to economic conditions, including volatility
    in energy prices, food commodities and changes in market
    interest rates;
    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;
    changes in consumer buying and spending patterns;
    risks entailed by future acquisitions, including the ability to
    successfully integrate acquired operations 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, such as
    adverse determinations or developments with respect to the
    litigation or SEC inquiry discussed in Part I, Item 3
    of this report;
    technology failures that may have a material adverse effect on
    our business;
    severe weather and natural disasters that may impact our supply
    chain;
    changes in health care, pension and wage costs and labor
    relations issues;
    threats or potential threats to security or food safety; and
    unanticipated problems with product procurement.   1




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##### Table of Contents



ITEM 1.
    BUSINESS      
    Emphasis on a suite of retail formats designed to appeal to the
    needs of todays consumers including an initial focus on
    everyday value, Hispanic and extreme value formats, as well as
    military commissaries;
    Strong, passionate businesses in key areas including
    perishables, health and wellness, center store, pharmacy and
    military supply, driven by the needs of each format;
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Retail support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, store brands, market research, retail store
    support, retail pricing and license agreement opportunities;
    Store brand management dedicated to leveraging the strength of
    the Our Familybrand as a regional brand through
    exceptional product development coupled with pricing and
    marketing support; and
    Integrated shared services company-wide, including IT support
    and infrastructure, accounting, finance, human resources and
    legal.    
    Invest in our retail formats, logistics capabilities and center
    store systems.
    Pursue acquisitions that support our strategic plan.
    Continue share repurchase program (up to a total of one million
    shares).    Food
    Distribution Segment
   2




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##### Table of Contents



Products
  Our
    Family1 Our Family Pride 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;    1 AVANZA ® Econofoods ® Sun
    Mart ® Family Thrift
    Center ® Our
    Family®,
    Our Family
    Pride®,
    Value
    Choice tm ,
    Food
    Pride® Fresh
    Place ® IGA ®
 3




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##### Table of Contents




    consumer and market research;
    remodeling and store development services;
    securing existing grocery stores that are for sale or lease in
    the market areas we serve and occasionally acquiring or leasing
    existing stores for resale or sublease to these
    customers; and
    NashNet, which provides supply chain efficiencies through
    internet services.      IGA Food Pride IGA Food
    Pride
  Military
    Segment
       4




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##### Table of Contents



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




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##### Table of Contents



1 2
  Military
    Segment
    Retail
    Segment
    Vendor
    Allowances and Credits
   6




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##### Table of Contents



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




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##### Table of Contents



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.
        Our
    business is sensitive to economic conditions, economic downturns
    or uncertainty which may have a material adverse effect on our
    financial condition and results of operations.
   8




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##### Table of Contents



Our
    businesses could be negatively affected if we fail to retain
    existing customers or attract significant numbers of new
    customers.
      Our
    military segment operations are dependant upon domestic and
    international military distribution, and a change in the
    military commissary system could negatively impact our results
    of operations and financial condition.
    Our
    results of operations and financial condition could be adversely
    affected if we are unable to improve the competitive position of
    our retail operations.
   9




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##### Table of Contents



We may
    not be able to achieve the expected benefits from the
    implementation of new strategic initiatives.
      Changes
    in consumer spending and buying patterns.
    Our
    ability to operate effectively could be impaired by the risks
    and costs associated with the efforts to grow our business
    through acquisitions.
    
    demands on management related to the significant increase in our
    size after the acquisition of operations;
    difficulties in the assimilation of different corporate cultures
    and business practices, such as those involving vendor
    promotions, and of geographically dispersed personnel and
    operations;
    difficulties in the integration of departments, information
    technology systems, operating methods, technologies, books and
    records and procedures, as well as in maintaining uniform
    standards and controls, including internal accounting controls,
    procedures and policies; and
    expenses of any undisclosed liabilities, such as those involving
    environmental or legal matters.   10




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##### Table of Contents



Substantial
    operating losses may occur if the customers to whom we extend
    credit or for whom we guarantee loan or lease obligations fail
    to repay us.
    Changes
    in vendor promotions or allowances, including the way vendors
    target their promotional spending, and our ability to
    effectively manage these programs could significantly impact our
    margins and profitability.
    Our
    debt instruments include financial and other covenants that
    limit our operating flexibility and may affect our future
    business strategies and operating results.
    Legal,
    governmental, legislative or administrative proceedings,
    disputes or actions that result in adverse outcomes or
    unfavorable changes in government regulations or accounting
    standards may affect our businesses and operating
    results.
  and/or
 11




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##### Table of Contents



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.
    Increases
    in employee benefit costs and other labor relations issues may
    lead to labor disputes and disruption of our
    businesses.
      Threats
    or potential threats to security or food safety may adversely
    affect our business.
    Unanticipated
    problems with product procurement.
     12




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##### Table of Contents



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

(Square Feet)Midwest Region:Omaha, Nebraska


626,900Cedar Rapids, Iowa


351,900St. Cloud, Minnesota


329,000Sioux Falls, South Dakota (2)


297,400Fargo, North Dakota


288,800Rapid City, South Dakota (3)


195,100Minot, North Dakota


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


336,500Statesboro, Georgia (1)


230,500Bluefield, Virginia


187,500Great Lakes Region:Bellefontaine, Ohio


666,000Lima, Ohio (4)


608,300Bridgeport, Michigan (1)


604,500Westville, Indiana


631,900Cincinnati, Ohio


403,300Total Square Footage


5,942,800     (1)
    
    Leased facility.(2)
    
    Includes 101,300 square feet that we lease. The Sioux Falls
    facility represents two distinct distribution centers.(3)
    
    Includes 8,000 square feet that we lease.(4)
    
    Includes 94,000 square feet that we lease.  Military
    Segment
    13




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##### Table of Contents



Approx. SizeLocation

(Square Feet)Norfolk, Virginia


733,200Jessup, Maryland


115,200Total Square Footage


848,400   Retail
    Segment
    Number

Areas

AverageBanner

of Stores

of Operation

Square FeetEconofoods


23


IA, IL, MN, SD, WI


36,343Sun Mart


23


CO, MN, ND, NE


33,456Family Thrift Center


3


SD


40,985AVANZA


2


CO


29,339Wholesale Food Outlet


2


CO, IA


31,570Pick n Save


2


OH


49,239Food Bonanza


2


IA, NE


29,990Prairie Market


1


SD


28,606Other Stores


1


MN


3,512Total


59     ITEM 3.
    LEGAL
    PROCEEDINGS  Senior
    Subordinated Convertible Notes Litigation
       14




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##### Table of Contents



Shareholder
    Litigation
      Roundys
    Supermarkets, Inc. v. Nash Finch
    Securities
    and Exchange Commission Inquiry
    Other
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   15




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##### Table of Contents



EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Year First Electedor Appointed as anName

Age

Executive Officer

TitleAlec C. Covington


51



2006


President and Chief Executive OfficerChristopher A. Brown


45



2006


Executive Vice President, Food DistributionEdward L. Brunot


44



2006


Senior Vice President, MilitaryRobert B. Dimond


46



2007


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


53



2006


Senior Vice President, Secretary and General CounselJeffrey E. Poore


49



2001


Executive Vice President, Supply Chain ManagementCalvin S. Sihilling


58



2006


Executive Vice President and Chief Information OfficerDenise M. Wilson


48



2007


Senior Vice President, Human Resources     Alec C. Covington
  Christopher A. Brown
  Edward L. Brunot
  Robert B. Dimond
 16




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##### Table of Contents



Kathleen M. Mahoney
  Jeffrey E. Poore
  Calvin S. Sihilling
  Denise M. Wilson
 17




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Dividends2007


2006


Per ShareHigh


Low


High


Low


2007


2006First Quarter

$
34.29


$
26.89


$
31.74


$
24.99


$
0.18


$
0.18Second Quarter


50.00



34.46



30.52



19.42



0.18



0.18Third Quarter


51.29



31.62



24.86



19.56



0.18



0.18Fourth Quarter


40.84



32.90



27.90



24.06



0.18



0.18       (c)


(d)(a)





Total Number of


Maximum NumberTotal


(b)


Shares Purchased


of Shares that mayNumber


Average Price


as Part of Publicly


Yet be Purchasedof Shares


Paid per


Announced Plans


Under PlansPeriod

Purchased(1)(2)


Share(1)(2)


or Programs(1)


or Programs(1)Period 12 (November 4 to December 1, 2007)


156,751


$
34.10



156,751



843,249Period 13 (December 2 to December 29, 2007)


256,845


$
37.61



256,205



587,044Total


413,596


$
36.28



412,956



587,044     (1)
    
    On November 13, 2007, the Company announced that our Board
    of Directors had authorized a share repurchase program to
    purchase up to one million shares of the Companys common
    stock. The program took effect on November 19, 2007, and
    will continue until the earlier of (1) the close of trading
    on January 3, 2009, or (2) the date that the aggregate
    purchases under the repurchase program reaches
    1,000,000 shares of our common stock.(2)
    
    Includes 640 shares purchased by the trustee of the Nash
    Finch Company Deferred Compensation Plans Trust. All such
    purchases reflect the reinvestment by the trustee of dividends
    paid during the fourth quarter of 2007 on shares of our common
    stock held in the Trust in accordance with the requirements of
    the trust agreement. 18




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##### Table of Contents



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




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  NASH
    FINCH COMPANY AND SUBSIDIARIES
    Consolidated Summary of Operations
    Five years ended December 29, 2007 (not covered by
    Independent Auditors Report)
    (Dollar amounts in thousands except per share amounts)
  2007


2006


2005 (1)


2004


2003(52 Weeks)


(52 Weeks)


(52 Weeks)


(52 Weeks)


(53 Weeks)Results of OperationsSales

$
4,532,635


$
4,631,629


$
4,555,507


$
3,897,074


$
3,971,502Cost of sales


4,134,981



4,229,807



4,124,344



3,474,329



3,516,460Gross profit


397,654



401,822



431,163



422,745



455,042Selling, general and administrative


280,818



319,678



300,837



299,727



326,716Gains on sale of real estate


(1,867
)


(1,130
)


(3,697
)


(5,586
)


(748
)Special charges


(1,282
)


6,253



(1,296
)


34,779



Goodwill impairment






26,419











Extinguishment of debt














7,204



Depreciation and amortization


38,882



41,451



43,721



40,241



42,412Interest expense


23,581



26,644



24,732



27,181



34,729Income tax expense


18,742



5,835



25,670



4,322



17,254Earnings (loss) from continuing operations


38,780



(23,328
)


41,196



14,877



34,679Net earnings from discontinued operations






160



56



55



413Cumulative effect of change in accounting principle, net of
    income tax (2)






169











Net earnings (loss)

$
38,780


$
(22,999
)

$
41,252


$
14,932


$
35,092Basic earnings (loss) per share

$
2.88


$
(1.72
)

$
3.19


$
1.20


$
2.90Diluted earnings (loss) per share

$
2.84


$
(1.72
)

$
3.13


$
1.18


$
2.88Cash dividends declared per common share

$
0.72


$
0.72


$
0.675


$
0.54


$
0.36Selected DataPretax earnings (loss) from continuing operations as a percent
    of sales


1.27
%


(0.38
)%


1.47
%


0.49
%


1.31
%Net earnings (loss) as a percent of sales


0.86
%


(0.50
)%


0.91
%


0.38
%


0.88
%Effective income tax rate


32.6
%


33.4
%


38.4
%


22.5
%


33.2
%Current assets

$
477,934


$
457,053


$
512,207


$
400,587


$
415,810Current liabilities

$
282,357


$
278,222


$
325,859


$
280,162


$
284,752Net working capital

$
195,577


$
178,831


$
186,348


$
120,425


$
131,058Ratio of current assets to current liabilities


1.69



1.64



1.57



1.43



1.46Total assets

$
951,382


$
954,303


$
1,077,424


$
815,628


$
886,352Capital expenditures

$
21,419


$
27,469


$
24,638


$
22,327


$
40,728Long-term obligations (long-term debt and capitalized lease
    obligations)

$
308,328


$
347,854


$
407,659


$
239,603


$
326,583Stockholders equity

$
315,616


$
294,380


$
322,578


$
273,928


$
256,457Stockholders equity per share (3)

$
23.28


$
21.95


$
24.22


$
21.64


$
21.10Return on stockholders equity (4)


12.29
%


(7.92
)%


12.77
%


5.43
%


13.52
%Common stock high price (5)

$
51.29


$
31.74


$
44.00


$
38.66


$
24.70Common stock low price (5)

$
26.89


$
19.42


$
24.83


$
18.06


$
4.26     20




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##### Table of Contents



(1)
    
    Information presented for fiscal 2005 reflects our acquisition
    on March 31, 2005, of the Lima and Westville distribution
    divisions of Roundys. More generally, discussion regarding
    the comparability of information presented in the table above or
    material uncertainties that could cause the selected financial
    data not to be indicative of future financial condition or
    results of operations can be found in Part 1, Item 1A
    of this report, Risk Factors, Part II,
    Item 7 of this report, Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations and Part II, Item 8 of this report in
    our Consolidated Financial Statements and notes thereto.(2)
    
    Effect of adoption of Statement of Financial Accounting
    Standards No. 123(R), Share-Based Payment- Revised
    2004, in fiscal 2006.(3)
    
    Based on outstanding shares at year-end.(4)
    
    Return based on continuing operations.(5)
    
    High and low closing sales price on NASDAQ. 21




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
      
    Emphasis on a suite of retail formats designed to appeal to the
    needs of todays consumers including an initial focus on
    everyday value, Hispanic and extreme value formats, as well as
    military commissaries and exchanges;
    Strong, passionate businesses in key areas including
    perishables, health and wellness, center store, pharmacy and
    military supply, driven by the needs of each format;
    Supply chain services focused on supporting our businesses with
    warehouse management, inbound and outbound transportation
    management and customized solutions for each business;
    Retail support services emphasizing
    best-in-class
    offerings in marketing, advertising, merchandising, store design
    and construction, store brands, market research, retail store
    support, retail pricing and license agreement opportunities;
    Store brand management dedicated to leveraging the strength of
    the Our Familybrand as a regional brand through
    exceptional product development coupled with pricing and
    marketing support; and
    Integrated shared services company-wide, including IT support
    and infrastructure, accounting, finance, human resources and
    legal.    
    Invest in our retail formats, logistics capabilities and center
    store systems.
    Pursue acquisitions that support our strategic plan.
    Continue share repurchase program (up to a total of one million
    shares).       22




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##### Table of Contents



Results
    of Operations
    Sales
    2007


2006


2005Percent


Percent





Percent


Percent





PercentSegment Sales:

Sales


of Sales


Change


Sales


of Sales


Change


Sales


of Sales(In millions)Food Distribution

$
2,693.3



59.4
%


(3.4
)%

$
2,787.7



60.2
%


4.4
%

$
2,669.3



58.6
%Military


1,247.6



27.5
%


4.4
%


1,195.0



25.8
%


3.3
%


1,157.2



25.4
%Retail


591.7



13.1
%


(8.8
)%


648.9



14.0
%


(11.0
)%


729.0



16.0
%Total Sales

$
4,532.6



100.0
%


(2.1
)%

$
4,631.6



100.0
%


1.7
%

$
4,555.5



100.0
%       2007


2006


2005Domestic


70.2
%


69.7
%


68.6
%Overseas


29.8
%


30.3
%


31.4
%    23




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##### Table of Contents



Fiscal Year


Fiscal Year


Fiscal Year2007


2006


2005Number of stores at beginning of year (1)


62



78



85Acquired stores










2Closed or sold stores


(3
)


(16
)


(9
)Number of stores at end of year (1)


59



62



78     (1)
    
    Store count excludes four corporate-owned pharmacies.  Gross
    Profit
        Selling,
    General and Administrative Expense
    2007


2006


2005% of





% of





% of$


Sales


$


Sales


$


Sales(In millions except percentages)SG&A


280.8



6.2
%


319.7



6.9
%


300.8



6.6
%Significant factors affecting SG&A:Retail store impairments and lease reserves


2.6



0.1
%


8.4



0.2
%


4.7



0.1
%Charges related to food distribution customers


(0.1
)


0.0
%


12.5



0.3
%


2.0



0.0
%Gain on sale of assets


(0.7
)


0.0
%






0.0
%






0.0
%Severance costs






0.0
%


4.2



0.1
%






0.0
%Tradename impairment






0.0
%


2.0



0.0
%






0.0
%Vacation standardization






0.0
%


2.0



0.0
%






0.0
%Total significant factors affecting SG&A


1.8



0.0
%


29.1



0.6
%


6.7



0.1
%   2005-2007
 24




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##### Table of Contents



Gain
    on Sale of Real Estate
    Special
    Charges
  AVANZA
  AVANZA
      Goodwill
    Impairment
  Goodwill and Other
    Intangible Assets.
  Depreciation
    and Amortization Expense
    Interest
    Expense
     25




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##### Table of Contents



Income
    Tax Expense
      Discontinued
    Operations
    Net
    Earnings
   26




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##### Table of Contents



Fiscal 2007


Fiscal 2006


Fiscal 2005Diluted





Diluted





Diluted$000s


EPS


$000s


EPS


$000s


EPSEarnings (loss) from continuing operations before cumulative
    effect of a change in accounting principle

$
38,780


$
2.84


$
(23,238
)

$
(1.74
)

$
41,196


$
3.13Items affecting earningsBridge loan fee

$



$



$



$



$
457


$
0.03Debt amendment fees










331



0.02







Special charges


(782
)


(0.06
)


3,821



0.29



(791
)


(0.06
)Goodwill impairment










25,744



1.92







Charges related to food distribution customers


(85
)


(0.01
)


7,641



0.57



1,190



0.09Retail store impairments and lease reserves


1,578



0.12



5,143



0.38



2,874



0.22Inventory markdown and wind down costs related to retail store
    closings and retail markdown adjustments


1,920



0.14



1,384



0.10



613



0.05Gain on sale of assets


(457
)


(0.03
)














Severance costs










2,585



0.19







Tradename impairment










1,229



0.09







Vacation standardization










1,208



0.09







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


(4,892
)


(0.36
)


1,688



0.13



(1,076
)


(0.08
)Total items affecting earnings (loss) from continuing operations
    before cumulative effect of a change in accounting principle

$
(2,718
)

$
(0.20
)

$
50,774


$
3.78


$
3,267


$
0.25   Liquidity
    and Capital Resources
      2007


2006


2005(In thousands)Net cash provided by operating activities

$
83,616


$
90,135


$
61,317Net cash used in investing activities


(18,487
)


(24,509
)


(230,680
)Net cash provided by (used) in financing activities


(65,225
)


(65,925
)


165,591Net change in cash and cash equivalents

$
(96
)

$
(299
)

$
(3,772
)  27




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##### Table of Contents



Share
    Repurchase
    Contractual
    Obligations and Commercial Commitments
    Amount Committed by PeriodTotalAmount


Fiscal


Fiscal


FiscalContractual Cash
    Obligations:

Committed


2008


2009-2010


2011-2012


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

$
278,991


$
548


$
126,222


$
1,372


$
150,849Interest on Long-Term Debt(2)


227,494



15,211



28,531



10,708



173,044Capital Lease Obligations(3)(4)


55,130



7,129



13,692



10,014



24,295Operating Leases(3)


113,982



22,424



38,562



26,363



26,633Benefit Obligations(5)


28,294



3,218



6,035



5,402



13,639Purchase Obligations(6)


33,700



21,436



5,274



1,957



5,033Total

$
737,591


$
69,966


$
218,316


$
55,816


$
393,493  28




---



##### Table of Contents



(1)
    
    Refer to Part II, Item 8 in this report under Note
    (7)  Long-term Debt and Bank Credit
    Facilities in the Notes to Consolidated Financial
    Statements and to the discussion of covenant compliance below
    for additional information regarding long-term debt.(2)
    
    The interest on long-term debt for periods subsequent to fiscal
    2012 reflects our Senior Subordinated Convertible Debt accreted
    interest for fiscal 2013 through 2035, should the convertible
    debt remain outstanding until maturity. Interest payments assume
    debt is held to maturity. For variable rate debt the current
    interest rates applicable as of December 29, 2007, were
    assumed for the remainder of the term.(3)
    
    Lease obligations primarily relate to store locations for our
    retail segment, as well as store locations subleased to
    independent food distribution customers. A discussion of lease
    commitments can be found in Part II, Item 8 in this
    report under Note (12)  Leases in the
    Notes to Consolidated Financial Statements and under the caption
    Lease Commitments in the Critical Accounting
    Policies section below.(4)
    
    Includes amounts classified as imputed interest.(5)
    
    Our benefit obligations include obligations related to
    third-party sponsored defined benefit pension and
    post-retirement benefit plans. For a further discussion see
    Part II, Item 8 in this report under Note
    (17)  Pension and Other Post-retirement
    Benefits in the Notes to Consolidated Financial Statements.(6)
    
    The amount of purchase obligations shown in the table represents
    the amount of product we are contractually obligated to
    purchase. The majority of our purchase obligations involve
    purchase orders made in the ordinary course of business, which
    are not included in the table above. Our purchase orders are
    based on our current needs and are fulfilled by our vendors
    within very short time horizons. The purchase obligations shown
    in this table also exclude agreements that are cancelable by us
    without significant penalty, which include contracts for routine
    outsourced services.    Total


Commitment Expiration per PeriodOther Commercial

Amounts


Less than








Over 5Commitments

Committed


1 Year


1-3 Years


4-5 Years


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

$
16,070


$
7,170


$
8,900


$



$
Guarantees(2)


24,901



299



1,542



7,322



15,738Total Other Commercial Commitments

$
40,971


$
7,469


$
10,442


$
7,322


$
15,738     (1)
    
    Letters of credit relate primarily to supporting workers
    compensation obligations.(2)
    
    Refer to Part II, Item 8 of this report under Note
    (13)  Concentration of Credit Risk in the
    Notes to Consolidated Financial Statements and under the caption
    Guarantees of Debt and Lease Obligations of Others
    in the Critical Accounting Policies section below for additional
    information regarding debt guarantees, lease guarantees and
    assigned leases.  Senior
    Secured Credit Facility
   29




---



##### Table of Contents



For The FiscalPeriods EndingFinancial Covenants

Closest to

Required RatioInterest Coverage Ratio

12/31/04 through 9/30/07

3.50:1.00 (minimum)12/31/07 thereafter

4.00:1.00Total Leverage Ratio

12/31/06 through 3/31/07

3.75:1.00 (maximum)6/30/07 through 9/30/07

3.50:1.0012/31/07 thereafter

3.00:1.00Senior Secured Leverage Ratio

12/31/06 through 9/30/07

2.50:1.00 (maximum)12/31/07 thereafter

2.25:1.00Working Capital Ratio

12/31/05 through 9/30/08

1.75:1.00 (minimum)Thereafter

2.00:1.00  30




---



##### Table of Contents



Financial Covenant

Required Ratio


Actual RatioInterest Coverage Ratio(1)


4.00:1.00 (minimum
)


5.61:1.00Total Leverage Ratio(2)


3.00:1.00 (maximum
)


2.42:1.00Senior Secured Leverage Ratio(3)


2.25:1.00 (maximum
)


0.97:1.00Working Capital Ratio(4)


1.75:1.00 (minimum
)


3.56:1.00     (1)
    
    Ratio of Consolidated EBITDA for the trailing four quarters to
    interest expense less deferred financing costs on the current
    agreement for such period.(2)
    
    Total outstanding debt to Consolidated EBITDA for the trailing
    four quarters.(3)
    
    Total outstanding senior secured debt to Consolidated EBITDA for
    the trailing four quarters.(4)
    
    Ratio of net trade accounts receivable plus inventory to the sum
    of loans and letters of credit outstanding under the new credit
    agreement plus certain additional secured debt.      2007Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing operations before income taxes

$
9,485


$
17,304


$
18,237


$
12,496


$
57,522Interest expense


5,595



5,671



6,948



5,367



23,581Depreciation and amortization


9,082



8,901



11,902



8,997



38,882LIFO charge


808



807



1,077



2,399



5,091Lease reserves


(888
)


825



614







551Goodwill impairment


















Asset impairments


866



275



640



87



1,868Gains on sale of real estate






(147
)






(1,720
)


(1,867
)Share-based compensation


956



1,584



1,632



3,614



7,786Subsequent cash payments on non-cash charges


(700
)


(663
)


(918
)


(1,011
)


(3,292
)Special charges






(1,282
)










(1,282
)Total Consolidated EBITDA

$
25,204


$
33,275


$
40,132


$
30,229


$
128,840   31




---



##### Table of Contents



2006Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing operations before income taxes

$
6,314


$
7,733


$
(6,287
)

$
(25,253
)

$
(17,493
)Interest expense


6,067



6,120



7,906



6,551



26,644Depreciation and amortization


9,702



9,617



12,685



9,447



41,451LIFO charge


462



461



1,590



117



2,630Lease reserves


902



1,327



4,455



2,675



9,359Goodwill impairment














26,419



26,419Asset impairments


1,547



3,247



2,522



4,127



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


33



(1,225
)


25



37



(1,130
)Share-based compensation


(187
)


634



233



486



1,166Subsequent cash payments on non-cash charges


(808
)


(656
)


(1,862
)


(686
)


(4,012
)Special charges










6,253







6,253Total Consolidated EBITDA

$
24,032


$
27,258


$
27,520


$
23,920


$
102,730   2005Year toQtr 1


Qtr 2


Qtr 3


Qtr 4


DateEarnings (loss) from continuing operations before income taxes

$
11,361


$
16,041


$
18,100


$
21,364


$
66,866Interest expense


4,187



6,578



7,919



6,048



24,732Depreciation and amortization


8,374



10,614



14,357



10,376



43,721LIFO charge (benefit)


577



828



(229
)


(452
)


724Lease reserves


178







216



(191
)


203Asset impairments


458



2,089



1,772



851



5,170Gains on sale of real estate






(541
)


(556
)


(2,600
)


(3,697
)Share-based compensation


680



536



488



14



1,718Subsequent cash payments on non-cash charges


(1,375
)


(652
)


(752
)


(2,690
)


(5,469
)Special charges






(1,296
)










(1,296
)Total Consolidated EBITDA

$
24,440


$
34,197


$
41,315


$
32,720


$
132,672     Convertible
    Subordinated Debt
     32




---



##### Table of Contents



Debt
    Obligations
    Fixed Rate


Variable RateFair Value


Amount


Rate


Fair Value


Amount


Rate(In thousands)2008





$
548



6.0
%





$




2009






595



6.0
%






6,300



7.2
%2010






627



6.0
%






118,700



7.8
%2011






669



6.2
%










2012






703



6.2
%










Thereafter






150,849



3.5
%










$
151,828


$
153,991






$
125,000


$
125,000   Derivative
    Instruments
   33




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging
    Activities,
  December 30,2006(In thousands,except percentages)Notional amount (pay fixed/receive variable)

$
90,000Fair value asset


756Average receive rate for effective swaps


5.4
%Average pay rate for effective swaps


4.4
%     Notional

Effective Date

Termination Date

Fixed Rate145,000 gallons/month


2/1/2007



2/29/2008


$
1.65/gallon     Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
     34




---



##### Table of Contents



Customer
    Exposure and Credit Risk
  Allowance for Doubtful Accounts 
    Methodology.
  Lease Commitments.
  Guarantees of Debt and Lease Obligations of
    Others. Guarantors Accounting and Disclosure
    Requirements, Including Indirect Guarantees of Indebtedness of
    Others
   35




---



##### Table of Contents



Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
    Goodwill
  Goodwill and Other Intangible
    Assets, and/or
  Income
    Taxes
   36




---



##### Table of Contents



Accounting for Income Taxes
    Accounting for Uncertainty in Income
    Taxes,
  Accounting for Contingencies.
  Reserves
    for Self Insurance
    Vendor
    Allowances and Credits
   37




---



##### Table of Contents



Share-based
    Compensation
  Share-Based
    Payment  Revised 2004,
  New
    Accounting Standards
  Fair Value
    Measurements
  The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115, contract-by-contract
  14-a, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants
  Business
    Combinations
 38




---



##### Table of Contents



Noncontrolling
    Interests in Consolidated Financial Statements
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        December 29, 2007FairValue


Total


2008


2009


2010


2011


2012


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

$
125.0


$
125.0


$



$
6.3


$
118.7


$



$



$
Average variable rate payable






7.8
%






7.2
%


7.8
%Debt with fixed interest rates:Principal payable

$
151.8


$
154.0


$
0.6


$
0.6


$
0.6


$
0.7


$
0.7


$
150.8Average fixed rate payable






3.6
%


6.0
%


6.0
%


6.0
%


6.2
%


6.2
%


3.5
%  39




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
         December 30,
  Internal Control  Integrated
    Framework
  
    40




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Statements of Income
 (In
    thousands, except per share amounts)
  Fiscal Years Ended
    December 29, 2007,December 30, 2006 and December 31, 2005

2007


2006


2005Sales

$
4,532,635


$
4,631,629


$
4,555,507Cost of sales


4,134,981



4,229,807



4,124,344Gross profit


397,654



401,822



431,163Other costs and expenses:Selling, general and administrative


280,818



319,678



300,837Gains on sales of real estate


(1,867
)


(1,130
)


(3,697
)Special charges


(1,282
)


6,253



(1,296
)Goodwill impairment






26,419



Depreciation and amortization


38,882



41,451



43,721Interest expense


23,581



26,644



24,732Total other costs and expenses


340,132



419,315



364,297Earnings (loss) from continuing operations before income taxes
    and cumulative effect of a change in accounting principle


57,522



(17,493
)


66,866Income tax expense


18,742



5,835



25,670Earnings (loss) from continuing operations before cumulative
    effect of a change in accounting principle


38,780



(23,328
)


41,196Earnings from discontinued operations, net of income tax expense
    of $102 and $36 in 2006 and 2005, respectively






160



56Cumulative effect of a change in accounting principle, net of
    income tax expense of $119 in 2006






169



Net earnings (loss)

$
38,780


$
(22,999
)

$
41,252Basic earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
2.88


$
(1.74
)

$
3.19Discontinued operations, net of income tax expense






0.01



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






0.01



Net earnings (loss) per share

$
2.88


$
(1.72
)

$
3.19Diluted earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
2.84


$
(1.74
)

$
3.13Discontinued operations, net of income tax expense






0.01



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






0.01



Net earnings (loss) per share

$
2.84


$
(1.72
)

$
3.13    41




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Balance Sheets
 (In
    thousands, except per share amounts)
  December 29,


December 30,2007


2006ASSETSCurrent Assets:Cash

$
862


$
958Accounts and notes receivable, net


197,807



186,833Inventories


246,762



241,875Prepaid expenses and other


27,882



15,445Deferred tax assets


4,621



11,942Total current assets


477,934



457,053Notes receivable, net


12,429



13,167Property, plant and equipment:Property, plant and equipment


617,241



620,555Less accumulated depreciation and amortization


(414,704
)


(400,750
)Net property, plant and equipment


202,537



219,805Goodwill


215,174



215,174Customer contracts & relationships, net


28,368



32,141Investment in direct financing leases


4,969



6,143Other assets


9,971



10,820Total assets

$
951,382


$
954,303LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Outstanding checks

$
8,895


$
13,335Current maturities of long-term debt and capitalized lease
    obligations


3,842



3,776Accounts payable


200,507



196,168Accrued expenses


69,113



64,747Income taxes payable






196Total current liabilities


282,357



278,222Long-term debt


278,443



313,985Capitalized lease obligations


29,885



33,869Deferred tax liability, net


7,227



4,214Other liabilities


37,854



29,633Commitments 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 13,559 and
    13,409 shares, respectively


22,599



22,348Additional paid-in capital


61,446



53,697Restricted stock






Common stock held in trust


(2,122
)


(2,051
)Deferred compensation obligations


2,122



2,051Accumulated other comprehensive income


(5,092
)


(4,582
)Retained earnings


252,142



223,416Common stock in treasury, 434 and 21 shares, respectively


(15,479
)


(499
)Total stockholders equity


315,616



294,380Total liabilities and stockholders equity

$
951,382


$
954,303    42




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
 (In
    thousands)
  2007


2006


2005Operating activities:Net earnings (loss)

$
38,780


$
(22,999
)

$
41,252Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:Special charges  non cash portion


(1,282
)


6,253



(1,296
)Impairment of retail goodwill






26,419



Discontinued operations






(262
)


(92
)Depreciation and amortization


38,882



41,451



43,721Amortization of deferred financing costs


817



823



821Rebatable loans


2,200



3,926



2,595Provision for bad debts


1,234



5,600



4,851Provision for lease reserves


551



7,042



(1,572
)Deferred income tax expense


26,830



3,417



711Gain on sale of real estate and other


(2,371
)


(1,881
)


(4,505
)LIFO charge


5,092



2,630



724Asset impairments


1,869



11,443



5,170Share-based compensation


7,786



1,166



1,718Cumulative effect of a change in accounting principle






(288
)


Deferred compensation


734



(226
)


918Other


20



(1,192
)


2,542Changes in operating assets and liabilities, net of effects of
    acquisitionsAccounts and notes receivable


(11,246
)


5,889



(5,522
)Inventories


(9,979
)


44,619



(31,295
)Prepaid expenses


2,813



3,128



(1,202
)Accounts payable


1,924



(21,729
)


(1,298
)Accrued expenses


1,782



(10,564
)


6,368Income taxes payable


(9,213
)


(10,536
)


(1,677
)Other assets and liabilities


(13,607
)


(3,994
)


(1,615
)Net cash provided by operating activities


83,616



90,135



61,317Investing activities:Disposal of property, plant and equipment


4,978



6,333



16,346Additions to property, plant and equipment


(21,419
)


(27,469
)


(24,638
)Business acquired, net of cash










(226,351
)Loans to customers


(3,856
)


(5,767
)


(3,086
)Payments from customers on loans


1,854



2,165



7,797Purchase of marketable securities






(233
)


(2,112
)Sale of marketable securities


2



921



2,927Corporate-owned life insurance, net


(46
)


(320
)


(1,707
)Other






(139
)


144Net cash used in investing activities


(18,487
)


(24,509
)


(230,680
)Investing activities:Proceeds (payments) of revolving debt


(35,000
)


(41,600
)


30,600Dividends paid


(9,702
)


(9,611
)


(8,779
)Proceeds from exercise of stock options


2,002



680



11,686Proceeds from employee stock purchase plan


498



502



567Repurchase of common stock


(14,980
)






Proceeds from long-term debt










150,087Payments of long-term debt


(626
)


(16,104
)


(10,425
)Payments of capitalized lease obligations


(3,834
)


(2,901
)


(2,623
)Increase (decrease) in outstanding checks


(4,441
)


2,549



(557
)Payments of deferred financing costs










(4,965
)Tax benefit from exercise of stock options


857



68



Other


1



492



Net cash provided by (used in) financing activities


(65,225
)


(65,925
)


165,591Net decrease in cash


(96
)


(299
)


(3,772
)Cash at beginning of year


958



1,257



5,029Cash at end of year

$
862


$
958


$
1,257Supplemental disclosure of cash flow information:Non cash investing and financing activitiesAcquisition of minority interest

$



$



$
21    43




---



##### Table of Contents



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





Other








TotalFiscal years ended December 29, 2007,

Common


Paid-in


Retained


Comprehensive





Treasury


StockholdersDecember 30, 2006 and December 31, 2005

Stock


Capital


Earnings


Income (Loss)


Other


Stock


EquityBalance at January 1, 2005

$
21,096


$
34,848


$
223,676


$
(5,262
)

$
(224
)

$
(206
)

$
273,928Net earnings










41,252















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














1,436











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














(87
)










(87
)Minimum pension liability adjustment, net of tax benefit of $169














(999
)










(999
)Comprehensive Income


























41,602Dividends declared of $.675 per share










(8,779
)














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


1,054



10,631



















11,685Common stock issued for employee purchase plan


38



529



















567Common stock issued to a rabbi trust


6



(6
)


















Tax benefit associated with compensation plans






3,119



















3,119Amortized compensation under restricted stock plan


















146







146Share-based compensation


1



309



















310Balance at December 31, 2005


22,195



49,430



256,149



(4,912
)


(78
)


(206
)


322,578Net loss










(22,999
)














(22,999
)Other comprehensive income


























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














(969
)










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














424











424Comprehensive loss


























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














875











875Dividends declared of $.72 per share










(9,611
)














(9,611
)Share-based compensation


1



2,679



(123
)














2,557Common stock issued upon exercise of options


59



621



















680Common stock issued for employee purchase plan


42



460



















502Common stock issued for performance units


45



445



















490Common stock issued to a rabbi trust


6



(6
)


















Tax benefit associated with compensation plans






68



















68Amortized compensation under restricted stock plan


















78







78Forfeiture of restricted stock






















(293
)


(293
)Balance at December 30, 2006


22,348



53,697



223,416



(4,582
)






(499
)


294,380Net earnings










38,780















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














(461
)










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














281











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














(330
)










(330
)Comprehensive income


























38,270Dividends declared of $.72 per share










(9,702
)














(9,702
)Share-based compensation


2



4,641



(352
)














4,291Common stock issued upon exercise of options


125



1,878



















2,003Common stock issued for employee purchase plan


40



457



















497Common stock issued for performance units


84



(84
)


















Common stock issued to a rabbi trust


























Repurchase of shares






















(14,980
)


(14,980
)Tax benefit associated with compensation plans






857



















857Balance at December 29, 2007

$
22,599


$
61,446


$
252,142


$
(5,092
)

$



$
(15,479
)

$
315,616    44




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Summary
    of Significant Accounting Policies  Fiscal
    Year
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Revenue
    Recognition
    Cost
    of sales
    Vendor
    Allowances and Credits
    Inventories
  last-in, first-in,
 45




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capitalization,
    Depreciation and Amortization
    10-40 years
    December 29,


December 30,2007


2006Land

$
16,558


$
16,924Buildings and improvements


194,194



194,793Furniture, fixtures and equipment


309,040



311,280Leasehold improvements


64,976



65,197Construction in progress


1,654



1,148Assets under capitalized leases


30,819



31,213617,241



620,555Accumulated depreciation and amortization


(414,704
)


(400,750
)Net property, plant and equipment

$
202,537


$
219,805   Impairment
    of Long-Lived Assets
  Accounting for the Impairment
    or Disposal of Long-Lived Assets,
  Discontinued
    Operations
   46




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reserves
    for Self-Insurance
    Goodwill
    and Intangible Assets
  Goodwill and Other Intangible
    Assets,
   47




---



##### Table of Contents



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


Military


Retail


TotalGoodwill as of December 31, 2005

$
121,724


$
25,754


$
96,993


$
244,471Resolution of estimates related to 2005 acquisition


139











139Sale or closure of retail stores










(3,017
)


(3,017
)Retail goodwill impairment










(26,419
)


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


121,863



25,754



67,557



215,174Goodwill as of December 29, 2007

$
121,863


$
25,754


$
67,557


$
215,174     December 29, 2007Gross



Net

EstimatedCarrying

Accum.

Carrying

LifeValue

Amort.

Amount

(years)Customer contracts and relationships

$
43,082


$
(14,714
)

$
28,368



5-20   December 30, 2006Gross



Net

EstimatedCarrying

Accum.

Carrying

LifeValue

Amort.

Amount

(years)Customer contracts and relationships

$
43,082


$
(10,941
)

$
32,141



5-20     December 29, 2007Gross



Net

EstimatedCarrying

Accum.

Carrying

LifeValue

Amort.

Amount

(years)Franchise agreements

$
2,694


$
(1,176
)

$
1,518



17-25Non-compete agreements


938



(830
)


108



5-7   December 30, 2006Gross



Net

EstimatedCarrying

Accum.

Carrying

LifeValue

Amort.

Amount

(years)Franchise agreements

$
2,694


$
(1,068
)

$
1,626



17-25Non-compete agreements


1,034



(811
)


223



5-10    48




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
    Accounting for Income Taxes
    Accounting for Uncertainty in Income
    Taxes,
  Accounting for Contingencies
  Financial
    Instruments
  Accounting for Derivative Instruments and Hedging
    Activities
   49




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-based
    compensation
  Share-Based
    Payment  Revised 2004, Accounting for Stock Issued to
    Employees, Accounting for Stock-Based
    Compensation.
  Comprehensive
    Income
  Reporting
    Comprehensive Income.
  Use of
    Estimates
    New
    Accounting Standards
  Fair Value
    Measurements
  The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 contract-by-contract
 50




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-a, Accounting for Convertible Debt and Debt Issued with
    Stock Purchase Warrants,
  Business
    Combinations
  Noncontrolling
    Interests in Consolidated Financial Statements
  (2)
    Vendor
    Allowances and Credits     51




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    (3)
    Business
    Acquisitions     52




---



##### Table of Contents



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

$
77,237Notes receivable, net


1,134Net property, plant and equipment


58,950Customer contracts and relationships


34,600Goodwill


98,705Liabilities


(44,911
)Total purchase price allocation

$
225,715   Pro
    forma financial information
      Fifty-Two WeeksEnded2005(In thousands, exceptper share data)Total revenues

$
4,760,402Net income


43,155Basic net income per share


3.33Diluted net income per share


3.27   (4)  Special
    Charges
  2004
    Special Charge
  AVANZA
  AVANZA held-for-sale.
   53




---



##### Table of Contents



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


Write-Down of


Down of








OtherTangible


Intangible


Lease





ExitAssets


Assets


Commitments


Severance


Costs


Total(In thousands)Initial accrual

$
20,596


$
1,072


$
14,129


$
109


$
588


$
36,494Change in estimates


889







(2,493
)


(23
)






(1,627
)Used in 2004


(21,485
)


(1,072
)


(2,162
)


(86
)


(361
)


(25,166
)Balance at January 1, 2005










9,474







227



9,701Change in estimates


(1,531
)






235











(1,296
)Used in 2005


1,531







(2,026
)






(55
)


(550
)Balance at December 31, 2005










7,683







172



7,855Change in estimates


5,516







737











6,253Used in 2006


(5,516
)






(2,087
)






(76
)


(7,679
)Balance at December 30, 2006










6,333







96



6,429Change in estimates










(1,282
)










(1,282
)Used in 2007










(947
)






(1
)


(948
)Balance at December 29, 2007

$



$



$
4,104


$



$
95


$
4,199   (5)
    Long-Lived
    Asset Impairment Charges  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
 54




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Accounts
    and Notes Receivable    2007


2006(In thousands)Customer notes receivable, current

$
5,663


$
20,927Customer accounts receivable


176,923



168,525Other receivables


22,841



23,023Allowance for doubtful accounts


(7,620
)


(25,642
)Net current accounts and notes receivable

$
197,807


$
186,833Long-term customer notes receivable

$
12,478


$
13,486Allowance for doubtful accounts


(49
)


(319
)Net long-term notes receivable

$
12,429


$
13,167     (7)
    Long-term
    Debt and Bank Credit Facilities    2007


2006(In thousands)Revolving credit

$
6,300


$
Term loan


118,700



160,000Convertible subordinated debt, 3.50% due in 2035


150,087



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


3,345



3,790Notes payable and mortgage notes, 8.00% due in various
    installments through 2013


559



741Total

$
278,991


$
314,618Less current maturities


(548
)


(633
)Total long-term debt

$
278,443


$
313,985   Senior
    Secured Bank Credit Facility
   55




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Senior
    Subordinated Convertible Debt
        (1)
    if the closing price of our stock reaches a specified threshold
    (currently $64.35) for a specified period of time,           56




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Industrial
    Development Bonds
      2008

$
5482009


6,8952010


119,3272011


6692012


703Thereafter


150,849Total

$
278,991     (8)
    Derivative
    Instruments    Accounting for Derivative Instruments and
    Hedging Activities,
 57




---



##### Table of Contents



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

2006Notional amount (pay fixed/receive variable)

$
90,000Fair value asset


756Average receive rate for effective swaps


5.4
%Average pay rate for effective swaps


4.4
%     Notional

Effective Date

Termination Date

Fixed Rate145,000 gallons/month

2/1/2007

2/29/2008

$1.65/gallon     (9)
    Income
    Taxes    2007


2006


2005(In thousands)Income tax expense from continuing operations

$
18,742


$
5,835


$
25,670Tax effect of discontinued operations






102



36Tax effect of change in accounting principle






119



Total income tax expense

$
18,742


$
6,056


$
25,706  58




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005(In thousands)Current:Federal

$
(493
)

$
2,770


$
22,807State


337



85



2,541Tax credits


(97
)


(226
)


(158
)Deferred:Federal


17,443



2,963



432State


1,552



243



48Total

$
18,742


$
5,835


$
25,670     2007


2006


2005Federal statutory tax rate


35.0
%


(35.0
)%


35.0
%State taxes, net of federal income tax benefit


3.9
%


2.5
%


4.1
%Non-deductible goodwill


0.0
%


54.8
%


0.8
%Change in tax contingencies


(4.7
)%


9.7
%


(1.6
)%Other net


(1.6
)%


1.4
%


0.1
%Effective tax rate


32.6
%


33.4
%


38.4
%     December 29,


December 30,2007


2006(In thousands)Deferred tax assets:Compensation related accruals

$
10,425


$
8,185Reserve for bad debts


2,765



9,450Reserve for store shutdown and special charges


1,994



2,955Workers compensation accruals


3,527



4,104Pension accruals


3,608



3,809Reserve for future rents


5,149



5,878Other


3,709



2,927Total deferred tax assets


31,177



37,308Deferred tax liabilities:Property, plant and equipement


4,246



1,363Intangible assets


12,810



8,866Inventories


12,516



11,689Covertible debt interest


8,069



4,988Other


2,024



2,674Total deferred tax liabilities


39,665



29,580Net deferred tax asset (liability)

$
(8,488
)

$
7,728  59




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Accounting for Uncertainty in Income
    Taxes
      ($ in thousands)Unrecognized tax benefits  opening balance at 12/31/06

$
21,844Increases related to prior year tax periods


2,286Decreases related to prior year tax periods


(9,117
)Lapse of statute of limitations


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

$
9,281         (10)
    Share-based
    Compensation Plans  Share-Based
    Payment  Revised 2004,
 60




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation
           61




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 62




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fiscal Years EndedDecember 29,


December 30,


December 31,2007


2006


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

$
38,780


$
(22,999
)

$
41,252Add employee share-based compensation included in net earnings:Performance units


7,278



628



1,572Restricted stock


2



(255
)


146Stock options and employee stock purchase plan


506



793



Total


7,786



1,166



1,718Tax benefit


(3,037
)


(455
)


(670
)Employee share-based compensation included in net earnings, net
    of tax


4,749



711



1,048Deduct fair value share-based employee compensation:Performance units


(7,278
)


(628
)


(1,572
)Restricted stock


(2
)


255



(146
)Stock options and employee stock purchase plan


(506
)


(793
)


(851
)Total


(7,786
)


(1,166
)


(2,569
)Tax benefit


3,037



455



1,002Fair value share-based employee compensation included in net
    earnings, net of tax


(4,749
)


(711
)


(1,567
)Net earnings (loss), as adjusted

$
38,780


$
(22,999
)

$
40,733Net earnings (loss) per share:Basic  as reported

$
2.88


$
(1.72
)

$
3.19Basic  pro forma

$
2.88


$
(1.72
)

$
3.15Diluted  as reported

$
2.84


$
(1.72
)

$
3.13Diluted  pro forma

$
2.84


$
(1.72
)

$
3.10    63




---



##### Table of Contents



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

2004Weighted-average risk-free interest rate


3.40
%Expected dividend yield


1.56
%Expected option lives


2.5 yearsExpected volatility


67
%     Options Outstanding


Options ExercisableWeighted Average


Weighted





WeightedNumber


Remaining


Average


Number


AverageRange of

of Options


Contractual Life


Exercise


of Options


ExerciseExercise Prices

Outstanding


(In Years)


Price


Exercisable


Price17.35 to 17.95


9.1



0.52


$
17.68



9.1


$
17.6824.55


16.0



1.53



24.55



11.0



24.5535.36


10.0



1.88



35.36



8.0



35.3635.1



1.37


$
25.85



28.1


$
30.67    64




---



##### Table of Contents



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








AverageAverage





Restricted


RemainingStock


Option





Stock Awards/


Restriction/Option


Price Per


Intrinsic


Performance


Vesting PeriodShares


Share


Value


Units


(in years)(In thousands, except per share amounts)Outstanding at December 30, 2006


124.8


$
26.68







618.9



2.1Granted














467.3



3.0Exercised/restrictions lapsed


(74.9
)


26.73







(50.4
)


Forfeited/cancelled


(14.8
)


28.34







(128.8
)


Outstanding at December 29, 2007


35.1



25.85


$
348.2



907.0



1.9Shares expected to vest


34.1


$
25.89


$




813.9



1.8Exercisable/unrestricted at December 30, 2006


97.0


$
27.33







171.2Exercisable/unrestricted at December 29, 2007


28.1


$
25.40


$
291.3



168.3       Weighted


RestrictedAverage


Stock Awards/Fair


Performance


WeightedStock


Value at


Units


Average FairOption


Date of


(excluding


Value at DateShares


Grant


LTIP)


of Grant(In thousands, except per share amounts)Non-vested at December 30, 2006


27.8


$
9.83



309.4


$
23.34Granted










328.9



32.86Vested/restrictions lapsed


(6.0
)


7.01



(30.6
)


31.19Forfeited/cancelled


(14.8
)


10.37



(102.3
)


23.42Non-vested at December 29, 2007


7.0


$
11.11



505.4


$
28.86    65




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (11)
    Earnings
    per Share    2007


2006


2005(In thousands, except pershare amounts)Numerator:Earnings (loss) from continuing operations

$
38,780


$
(23,328
)

$
41,196Denominator:Denominator for basic earnings per share (weighted-average
    shares)


13,479



13,382



12,942Effect of dilutive options and awards


163







243Denominator for diluted earnings per share (adjusted
    weighted-average shares)


13,642



13,382



13,185Basic earnings (loss) per share from continuing operations

$
2.88


$
(1.74
)

$
3.19Diluted earnings (loss) per share from continuing operations

$
2.84


$
(1.74
)

$
3.13Weighted-average anti-dilutive options excluded from calculation


23



205



81       Earnings
    per Share.
 66




---



##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (12)
    Leases    2007


2006(In thousands)Building and improvements

$
30,819


$
31,213Less accumulated amortization


(23,884
)


(22,816
)Net assets under capitalized leases

$
6,935


$
8,397     Operating


CapitalLeases


Leases(In thousands)2008

$
22,424


$
7,1292009


20,886



7,0062010


17,676



6,6862011


14,043



5,0952012


12,320



4,919Thereafter


26,633



24,295Total minimum lease payments

$
113,982


$
55,130Less imputed interest (rates ranging from 8.3% to 24.6)%






21,951Present value of net minimum lease payments






33,179Less current maturities






(3,294
)Capitalized lease obligations





$
29,885     2007


2006


2005(In thousands)Total rentals

$
40,457


$
43,612


$
44,837Less: real estate taxes, insurance and other occupancy costs


(3,206
)


(2,906
)


(3,548
)Minimum rentals


37,251



40,706



41,289Contingent rentals


(19
)


(18
)


(141
)Sublease rentals


(10,061
)


(10,789
)


(9,990
)$
27,171


$
29,899


$
31,158  67




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (13)
    Concentration
    of Credit Risk  and/or
  Guarantors Accounting and Disclosure
    Requirements, Including Indirect Guarantees of Indebtedness of
    Others
    (14)
    Fair
    Value of Financial Instruments      (15)
    Commitments
    and Contingencies  Senior
    Subordinated Convertible Notes Litigation
   68




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Shareholder
    Litigation
      Roundys
    Supermarkets, Inc. v. Nash Finch
    Securities
    and Exchange Commission Inquiry
   69




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    (16)
    Long-Term
    Compensation Plans        No. 97-14, Accounting for Deferred Compensation Arrangements Where
    Amounts Earned are Held in a Rabbi Trust and Invested.
 70




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (17)
    Pension
    and Other Post-retirement Benefits      Adoption
    of SFAS 158
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R) Employers Accounting for
    Pensions,
    Other Post-RetirementPension


Benefits


Total(In thousands)Unrecognized prior service credits

$
(2
)

$
(778
)

$
(780
)Unrecognized actuarial losses (gains)


9,243



(115
)


9,128Unrecognized net periodic benefit cost


9,241



(893
)


8,348Less deferred taxes


(3,604
)


348



(3,256
)Total

$
5,637


$
(545
)

$
5,092  71




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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

$
(17
)

$
(1,422
)

$
(1,439
)Unrecognized actuarial losses (gains)


9,718



(12
)


9,706Unrecognized net periodic benefit cost


9,701



(1,434
)


8,267Less deferred taxes


(3,783
)


559



(3,224
)Unrecognized net periodic benefit cost

$
5,918


$
(875
)

$
5,043     Other Post-RetirementPension


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

$
(2
)

$
(645
)Unrecognized actuarial losses (gains)


539



(2
)Total

$
537


$
(647
)  72




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##### Table of Contents



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


Other Post-Retirement Benefits2007


2006


2007


2006(In thousands)Funded StatusProjected benefit obligationBeginning of year

$
(40,351
)

$
(41,630
)

$
(1,164
)

$
(3,560
)Interest cost


(2,340
)


(2,267
)


(56
)


(70
)Participant contributions










(134
)


(716
)Plan amendments














1,843Actuarial gain


529



282



110



248Benefits paid


3,125



3,264



350



1,091End of year


(39,037
)


(40,351
)


(894
)


(1,164
)Fair value of plan assetsBeginning of year


34,877



33,233







Actual return on plan assets


2,017



2,469







Employer contributions


1,612



2,439



216



375Participant contributions










134



716Benefits paid


(3,126
)


(3,264
)


(350
)


(1,091
)End of year


35,380



34,877







Funded status


(3,657
)


(5,474
)


(894
)


(1,164
)Accumulated benefit obligation

$
(39,037
)

$
(40,351
)

$
(894
)

$
(1,164
)     Pension Benefits


Other Benefits2007


2006


2007


2006(post


(post


(post


(postSFAS


SFAS


SFAS


SFAS158)


158)


158)


158)(In thousands)Current liabilities

$



$



$
(179
)

$
(193
)Non-current liabilities


(3,657
)


(5,474
)


(715
)


(971
)Deferred taxes


3,604



3,783



(349
)


(559
)Accumulated other comprehensive income (loss)


5,637



5,918



(545
)


(875
)Net amount recognized

$
5,584


$
4,227


$
(1,788
)

$
(2,598
)  73




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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 Benefits2007


2006


2005


2007


2006


2005(In thousands)Interest cost

$
2,340


$
2,267


$
2,309


$
56


$
70


$
196Expected return on plan assets


(2,307
)


(2,347
)


(2,111
)










Amortization of prior service cost


(15
)


(15
)


(15
)


(645
)


(593
)


(30
)Recognized actuarial loss (gain)


237



307



198



(7
)


(4
)


Net periodic benefit cost (gain)

$
255


$
212


$
381


$
(596
)

$
(527
)

$
166   Assumptions
    Pension Benefits

Other Benefits2007

2006

2007

2006Discount rate


6.00
%


6.00
%


6.00
%


6.00
%Rate of compensation increase


N/A



N/A



N/A



N/A     Pension Benefits


Other Benefits2007


2006


2007


2006Discount rate


6.0
%


5.5
%


6.0
%


5.5
%Expected return on plan assets


7.0
%


7.5
%


N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A     December 29,


December 30,2007


2006Current year trend rate


8.00
%


9.00
%Ultimate year trend rate


5.00
%


5.00
%Year of ultimate trend rate


2011



2011     1%

1%Increase

DecreaseEffect on total of service and interest cost components

$
1


$
(1
)Effect on post-retirement benefit obligation


11



(10
)  74




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pension
    Plan Investment Policy, Strategy and Assets
    December 29,


December 30,2007


2006Equity securities


39
%


31
%Debt securities


15
%


11
%Guaranteed investment contract


46
%


50
%Cash


0
%


8
%   Estimated
    Future Benefits Payments
    Pension


OtherYear

Benefits


Benefits2008

$
3,039


$
1792009


2,931



1542010


2,840



1102011


2,604



1122012


2,591



942013 or later


13,375



264$
27,380


$
913   Expected
    Long-Term Rate of Return
    Employer
    Contributions
  Pension
    Plan
   75




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##### Table of Contents



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


Military


Retail


TotalRevenue from external customers

$
2,693,346


$
1,247,591


$
591,698


$
4,532,635Inter-segment revenue


300,290











300,290Interest revenue


(17
)










(17
)Interest expense (including capitalized lease interest)


(17
)






2,849



2,832Depreciation expense


10,342



1,924



6,060



18,326Segment profit


91,920



42,115



18,637



152,672Assets


424,849



155,474



89,155



669,478Expenditures for long-lived assets


3,647



3,078



3,191



9,916  76




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##### Table of Contents



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


Military


Retail


TotalRevenue from external customers

$
2,787,669


$
1,195,041


$
648,919


$
4,631,629Inter-segment revenue


332,067











332,067Interest revenue


(53
)










(53
)Interest expense (including capitalized lease interest)


(51
)






2,840



2,789Depreciation expense


10,966



1,876



6,915



19,757Segment profit


75,790



40,526



20,813



137,129Assets


412,062



143,214



98,821



654,097Expenditures for long-lived assets


9,097



4,091



3,034



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


Military


Retail


TotalRevenue from external customers

$
2,669,271


$
1,157,186


$
729,050


$
4,555,507Inter-segment revenue


376,740











376,740Interest revenue


(530
)










(530
)Interest expense (including capitalized lease interest)


(530
)






3,159



2,629Depreciation expense


10,553



1,761



8,687



21,001Segment profit


86,335



39,265



26,612



152,212Assets


433,170



142,252



112,318



687,740Expenditures for long-lived assets


9,036



2,555



2,362



13,953  77




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation
    (In thousands)
  2007


2006


2005RevenuesTotal external revenue for segments

$
4,532,635


$
4,631,629


$
4,555,507Inter-segment revenue from reportable segments


300,290



332,067



376,740Elimination of inter-segment revenues


(300,290
)


(332,067
)


(376,740
)Total consolidated revenues

$
4,532,635


$
4,631,629


$
4,555,507Profit (Loss)Total profit for segments

$
152,672


$
137,129


$
152,212Unallocated amounts:Adjustment of inventory to LIFO


(5,092
)


(2,630
)


(724
)Unallocated corporate overhead


(91,340
)


(119,320
)


(85,918
)Goodwill impairment






(26,419
)


Special charge


1,282



(6,253
)


1,296Income (Loss) from continuing operations before income taxes

$
57,522


$
(17,493
)

$
66,866AssetsTotal assets for segments

$
669,478


$
654,097


$
687,740Unallocated corporate assets


338,860



352,064



440,005Adjustment of inventory to LIFO


(56,369
)


(51,278
)


(48,648
)Elimination of intercompany receivables


(587
)


(580
)


(1,673
)Total consolidated assets

$
951,382


$
954,303


$
1,077,424   Other
    Significant Items-2007 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
18,326


$
20,556


$
38,882Interest expense


2,832



20,749



23,581Expenditures for long-lived assets


9,916



11,503



21,419   Other
    Significant Items-2006 (In thousands)
  Segment


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
19,757


$
21,694


$
41,451Interest expense


2,789



23,855



26,644Expenditures for long-lived assets


16,222



11,247



27,469  78




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##### Table of Contents



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


Reconciling


ConsolidatedTotals


Items


TotalsDepreciation

$
21,001


$
22,720


$
43,721Interest expense


2,629



22,103



24,732Expenditures for long-lived assets


13,953



10,685



24,638    79




---



##### 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 Weeks2007


2006


2007


2006


2007


2006


2007


2006Sales

$
1,032,243


$
1,034,759


$
1,063,974


$
1,070,764


$
1,367,116


$
1,426,967


$
1,069,302


$
1,099,139Cost of sales


941,522



942,340



967,892



974,249



1,245,731



1,307,171



979,836



1,006,047Gross profit


90,721



92,419



96,082



96,515



121,385



119,796



89,466



93,092Earnings (loss) from continuing operations before income taxes
    and cumulative effect of a change in accounting principle


9,485



6,314



17,304



7,733



18,237



(6,287
)


12,496



(25,253
)Income tax expense (benefit)


4,197



2,627



7,697



3,603



2,832



(1,670
)


4,016



1,275Earnings (loss) from continuing operations before cumulative
    effect of a change in accounting principle


5,288



3,687



9,607



4,130



15,405



(4,617
)


8,480



(26,528
)Earnings from discontinued operations, net of income tax expense






























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






169























Net earnings (loss)


5,288



3,856



9,607



4,130



15,405



(4,617
)


8,480



(26,368
)Percent to sales


0.51
%


0.37
%


0.90
%


0.39
%


1.13
%


(0.32
)%


0.79
%


(2.40
)%Basic earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
0.39


$
0.28


$
0.71


$
0.31


$
1.14


$
(0.34
)

$
0.63


$
(1.97
)Discontinued operations, net of income tax expense






























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






0.01























Net earnings (loss)

$
0.39


$
0.29


$
0.71


$
0.31


$
1.14


$
(0.34
)

$
0.63


$
(1.96
)Diluted earnings (loss) per share:Continuing operations before cumulative effect of a change in
    accounting principle

$
0.39


$
0.28


$
0.70


$
0.31


$
1.12


$
(0.34
)

$
0.62


$
(1.97
)Discontinued operations, net of income tax expense






























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






0.01























Net earnings (loss)

$
0.39


$
0.29


$
0.70


$
0.31


$
1.12


$
(0.34
)

$
0.62


$
(1.96
)       1.
    
    Charge of $5.5 million in the second quarter of 2006
    related to bankruptcy of a long-time customer.2.
    
    Net increase in special charges of $6.3 million in the
    third quarter of 2006 to change estimates of 2004 special charge
    for store dispositions based on updated assumptions and current
    market conditions.3.
    
    Charges of $5.0 million in the third quarter and
    $2.1 million in the fourth quarter of 2006 to increase
    reserves for leases and receivables for customers experiencing
    deteriorating financial condition in their operations. 80




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##### Table of Contents



4.
    
    Charges of $4.2 million in the third quarter of 2006 for
    severance costs due to senior management changes.5.
    
    Charge of $2.0 million in the third quarter of 2006 for the
    impairment of tradename deemed to be of no future value.6.
    
    Retail segment goodwill impairment of $26.4 million in the
    fourth quarter of 2006.7.
    
    Credit facility amendment fee of $0.5 million in the fourth
    quarter of 2006.8.
    
    A charge of $3.4 million during the fourth quarter of 2006
    to standardize vacation policies at various locations and ensure
    our vacation policy was competitive in the marketplace. This
    charge was partially offset by vacation reserve reversals of
    $1.0 million and $0.5 million during the first and
    second quarters, respectively, of 2006.9.
    
    Retail store impairments and lease reserve charges of
    $2.1 million, $0.2 million, $0.7 million and
    $5.4 million in the first, second, third and fourth
    quarters, respectively, of 2006.10.
    
    Inventory markdown and wind down costs related to retail store
    closings of $0.7 million, $0.2 million,
    $0.3 million and $1.1 million in the first, second,
    third and fourth quarters, respectively, of 2006.11.
    
    Reversal of $4.9 million of previously established tax
    reserves during third quarter of 2007.12.
    
    Retail store impairments and lease reserve charges of
    $0.1 million, $1.1 million, $1.3 million and
    $0.1 million in the first, second, third and fourth
    quarters, respectively, of 2007.13.
    
    Net decrease in special charges of $1.3 million in the
    second quarter of 2007.14.
    
    Inventory markdown and wind down costs related to retail store
    closings and retail markdown adjustments of $0.5 million
    and $2.6 million in the third and fourth quarter,
    respectively, of 2007.15.
    
    Gain on sales of assets of $0.7 million in the second
    quarter of 2007. 81




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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
      Managements
    Annual Report On Internal Control Over Financial
    Reporting
     82




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
            
    83




---



##### Table of Contents



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





Remaining Available forbe Issued Upon


Weighted-Average


Future Issuance Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


848,945
(1)

$
25.85
(2)


661,477
(3)Equity compensation plans not approved by security holders


15,800







31,930
(4)864,745


$
25.85



693,407     (1)
    
    Includes stock options, restricted stock units and performance
    units awarded under the 2000 Stock Incentive Plan (2000
    Plan), stock options awarded under the 1995 Director
    Stock Option Plan (1995 Director Plan), and
    share units acquired by directors under the 1997 Non-Employee
    Director Stock Compensation Plan (1997 Director
    Plan) net of 78,459 outstanding shares held by a benefits
    protection trust with respect to such share units.(2)
    
    Each share unit acquired through the deferral of director
    compensation under the 1997 Director Plan and each
    performance unit granted under the 2000 Plan is payable in one
    share of Nash Finch common stock 84




---



##### Table of Contents



following the participants termination of service as an
    officer or director. As they have no exercise price, the Share
    units and performance units outstanding at December 29,
    2007 are not included in the calculation of the weighted average
    exercise price.  (3)
    
    The following numbers of shares remained available for issuance
    under each of our equity compensation plans at December 29,
    2007. Grants under each plan may be in the form of any of the
    types of awards noted:  Plan

Number of Shares


Type of Award2000 Plan


603,572


Stock options, restricted stock, stock appreciation rights,
    performance units and stock bonuses. (437,376 of the available
    shares under the 2000 Plan must be issued in the form of
    performance units.)1997 Director Plan


37,476


Share unitsEmployee Stock Purchase Plan


20,429


Stock options (IRC §423 plan)     (4)
    
    Shares remaining available for issuance under the Director
    Deferred Compensation Plan. Each share unit acquired through the
    deferral of director compensation under the Director Deferred
    Compensation Plan is payable in one share of Nash Finch common
    stock following the individuals termination of service as
    a director.  Description
    of Plans Not Approved by Shareholders
  Director Deferred Compensation Plan.
  Security
    Ownership of Certain Beneficial Owners and Management
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   85




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##### Table of Contents



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

Description2
.1

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

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

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

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

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

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

Amendment to Stockholder Rights Agreement dated as of October
    30, 2001 (incorporated by reference to Exhibit 4.2 to Amendment
    No. 1 to our Registration Statement on Form 8-A (filed
    July 26, 2002) (File No. 0-785)). 86




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##### Table of Contents



ExhibitNo.

Description4
.3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Non-Statutory Stock Option Agreement (for non-employee
    directors under the Nash-Finch Company 1995 Director Stock
    Option Plan) (incorporated by reference to Exhibit 10.10 to our
    Annual Report on Form 10-K for the fiscal year ended January 1,
    2005 (File No. 0-785)). 87




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##### Table of Contents



ExhibitNo.

Description*10
.14

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment to the Letter Agreement between Nash-Finch Company and
    Alec C. Covington dated February 27, 2007 (incorporated by
    reference to Exhibit 10.1 to our Form 8-K filed March 1, 2007
    (File No. 0-785)).*10
.30

Change in Control Agreement entered into by Nash-Finch Company
    and Alec C. Covington dated February 26, 2008 (incorporated
    by reference to Exhibit 10.1 to our Form 8-K/A filed
    February 28, 2008 (File No. 0-785)).*10
.31

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
.32

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)). 88




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##### Table of Contents



ExhibitNo.

Description*10
.33

Revised Form of Change in Control Agreement (incorporated by
    reference to Exhibit 10.2 to our Form 8-K filed March 1, 2007
    (File No. 0-785)).*10
.34

Form of Amended and Restated Restricted Stock Unit Award
    Agreement (incorporated by reference to Exhibit 10.1 to our Form
    10-Q filed July 19, 2007 (File No. 0-785)).*10
.35

Form of Amended and Restated Indemnification Agreement
    (incorporated by reference to Exhibit 10.1 to our Form 10-Q
    filed November 13, 2007 (File No. 0-785)).12
.1

Computation of Ratio of Earnings to Fixed Charges21
.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 (furnished herewith).A copy of any of these exhibits will be furnished at a
    reasonable cost to any of our stockholders, upon receipt from
    any such person of a written request for any such exhibit.  Such
    request should be sent to Nash Finch Company, 7600 France Avenue
    South, P.O. Box 355, Minneapolis, Minnesota,
    55440-0355, Attention: Secretary.     *
    
    Items that are management contracts or compensatory plans or
    arrangements required to be filed as exhibits pursuant to
    Item 15(a)(3) of
    Form 10-K. 89




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##### Table of Contents



NASH
    FINCH COMPANY AND SUBSIDIARIES
    Valuation and Qualifying Accounts
    Fiscal Years Ended December 29, 2007, December 30,
    2006 and December 31, 2005
    (In thousands)
  ChargedBalance at


Charged to


(Credited)





BalanceBeginning


Costs and


to Other





at Endof Year


Expenses


Accounts(a)


Deductions


of YearDescription52 weeks ended December 31, 2005:Allowance for doubtful accounts(c)

$
14,917


$
4,851


$
2,335
(e)

$
1,585
(b)

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


9,035



203



1,421
(f)


3,021
(d)


7,638$
23,952


$
5,054


$
3,756


$
4,606


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

$
20,518


$
5,600


$
987


$
1,144
(b)

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


7,638



9,358







1,924
(d)


15,072$
28,156


$
14,958


$
987


$
3,068


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

$
25,961


$
1,234


$
460


$
19,986
(b)

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


15,072



552







2,422
(d)


13,202$
41,033


$
1,786


$
460


$
22,408


$
20,871     (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(e)
    
    Includes acquisition of $2,103(f)
    
    Primarily relates to purchase accounting reserves 90




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

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

/s/  Hawthorne
    L. Proctor*Hawthorne
    L. Proctor/s/  Jerry
    L. Ford*Jerry
    L. Ford

/s/  William
    H. Weintraub*William
    H. Weintraub*By:

/s/  Kathleen
    M. MahoneyKathleen
    M. MahoneyAttorney-in-fact  91




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##### Table of Contents



NASH-FINCH
    COMPANYEXHIBIT INDEX TO ANNUAL REPORT
    ON
    FORM 10-K
    For Fiscal Year Ended December 29, 2007
  ExhibitNo.

Description

Method of Filing2.1

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

Incorporated by
    reference (IBR)3.1

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

IBR3.2

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

IBR3.3

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

IBR3.4

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

IBR4.1

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

IBR4.2

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

IBR4.3

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

IBR4.4

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

IBR4.5

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

IBR10.1

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

IBR10.2

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

IBR10.3

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

IBR10.4

Form of Executive Retention Letter Agreement.

IBR10.5

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

IBR10.6

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

IBR10.7

Nash-Finch Company Deferred Compensation Plan.

IBR10.8

Nash-Finch Company 2000 Stock Incentive Plan.

IBR10.9

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

IBR10.10

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

IBR10.11

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

IBR10.12

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

IBR10.13

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

IBR 92




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##### Table of Contents



ExhibitNo.

Description

Method of Filing10.14

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

IBR10.15

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

IBR10.16

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

IBR10.17

Nash-Finch Company Director Deferred Compensation Plan.

IBR10.18

Nash-Finch Company Supplemental Executive Retirement Plan.

IBR10.19

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

IBR10.20

Nash-Finch Company Performance Incentive Plan.

IBR10.21

Description of Nash-Finch Company 2005 Executive Incentive
    Program.

IBR10.22

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

IBR10.23

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

IBR10.24

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

IBR10.25

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

IBR10.26

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

IBR10.27

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

IBR10.28

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

IBR10.29

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

IBR10.30

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

IBR10.31

Revised Form of Change in Control Agreement

IBR10.32

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

IBR10.33

Form of Amended and Restated Restricted Stock Unit Award
    Agreement.

IBR10.34

Form of Amended and Restated Indemnification Agreement

IBR12.1

Computation of Ratio of Earnings to Fixed Charges.

Filed Electronically (E)21.1

Our subsidiaries.

E23.1

Consent of Ernst & Young LLP.

E24.1

Power of Attorney.

E31.1

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

E31.2

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

E32.1

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

E  93