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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

|For the fiscal year ended: December 30, 2000 |  | Commission file number: 0-785
|-------------------------------------------- |  | -----------------------------

NASH-FINCH COMPANY(Exact name of Registrant as specified in its charter)

Delaware(State of Incorporation)

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

55440-0355(Zip Code)


Registrant's telephone number, including area code:(952) 832-0534

Securities
registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, par value $1.662/3 per share
Common Stock Purchase Rights

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes X  No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As
of March 19, 2001, 11,605,113 shares of Common Stock of the Registrant were outstanding. The aggregate market value of the Common Stock of the Registrant as of that
date (based upon the last reported sale price of the Common Stock at that date by the Nasdaq National Market), excluding outstanding shares deemed beneficially owned by directors and officers, was
approximately $196,321,000.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to
herein) from the Registrant's Proxy Statement for its Annual Meeting to be held on May 15, 2001 (the "2001 Proxy Statement").

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THIS
REPORT AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE INCLUDE FORWARD-LOOKING STATEMENTS MADE UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS LIKE "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," "ANTICIPATES," OR SIMILAR EXPRESSIONS, AS WELL AS DISCUSSIONS OF STRATEGY. SUCH
FORWARD-LOOKING STATEMENTS ARE NOT HISTORICAL IN NATURE BUT, RATHER, ARE BASED UPON CURRENT EXPECTATIONS AND VARIOUS ASSUMPTIONS.

ALTHOUGH
SUCH STATEMENTS REPRESENT MANAGEMENT'S CURRENT EXPECTATIONS BASED UPON AVAILABLE DATA, THEY ARE SUBJECT TO VARIOUS RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE ANTICIPATED. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS MAY INCLUDE, BUT ARE NOT LIMITED TO, THE ABILITY TO: (A) MEET CHANGING ECONOMIC OR BUSINESS CONDITIONS IN
MARKET AREAS SERVED; (B) RETAIN EXISTING INDEPENDENT FOOD DISTRIBUTION CUSTOMERS AND ATTRACT NEW ACCOUNTS; (C) MAINTAIN FINANCIAL FLEXABILITY THROUGH AVAILABILITY AND TERMS OF FINANCING;
AND (D) FULLY INTEGRATE ACQUISITIONS AND REALIZE EXPECTED SYNERGIES. A MORE DETAILED DESCRIPTION OF SOME OF THE RISK FACTORS IS SET FORTH IN EXHIBIT 99.1.

PART I

ITEM 1. BUSINESS

A. GENERAL DEVELOPMENT OF BUSINESS.

Nash Finch Company, a Delaware corporation, was organized in 1921 as the successor to a business established in 1885. Its principal executive offices are
located at 7600 France Avenue South, Edina,
Minnesota 55435 (Telephone: (952) 832-0534). Unless the context indicates otherwise, the term "Company," as used in this Report, means Nash Finch Company and its consolidated
subsidiaries.

The
Company is one of the largest food distribution companies in the United States. Its business consists of three primary operating segments: (i) the food distribution
segment, which supplies food and non-food items to independently owned retail grocery stores, corporately owned retail grocery stores and institutional customers; (ii) the retail
segment, which is made up of corporately owned retail grocery stores with a variety of formats; and (iii) the military distribution segment, which supplies food and related products to military
commissaries. Currently, the Company conducts its food distribution and retail operations primarily in the Midwestern and Southeastern regions of the United States and its military distribution
operations primarily in the Mid-Atlantic region of the United States.

Early
in 1999, the Company announced a five-year strategic revitalization plan to increase efficiencies in the food distribution business and to build retail revenue. The
new strategic plan resulted from an intensive diagnostic assessment, conducted in 1998, of the entire Company's operations. During this assessment, the performance of the Company was benchmarked
against its competitors in order to evaluate opportunities to improve profitability and enhance shareholder value. The Company's strategic objectives are:



In
2000, the Company continued to show significant progress toward each of these objectives and remains firmly focused on establishing a record of consistent growth and performance.

In
January 2000, the Company acquired Hinky Dinky Supermarkets, Inc., a majority owner of 12 supermarkets located in Nebraska and a former food distribution customer.
The stores had been operated under the namesHinky DinkyandEconofoods®. In fiscal 2000,
all stores were converted to theSun Mart®banner, except for one location which was converted to aWholesale Food
Outlet. The acquisition increased the Company's existing retail presence in Nebraska.

2

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B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

Financial information about the Company's business segments for the most recent three fiscal years is contained on pages 36 - 39 of this Annual Report on
Form 10-K (Note (13) of Notes to Consolidated Financial Statements). For segment financial reporting purposes, a portion of the operational profits of wholesale distribution
centers are allocated to retail operations to the extent that merchandise is purchased by these distribution centers and transferred to retail stores directly operated by the Company. For fiscal 2000,
36% of such warehouse operational profits were allocated to retail operations.

C. NARRATIVE DESCRIPTION OF THE BUSINESS.

1.Food Distribution Operations.

a.Products and Services.

The Company's food distribution operations are essentially divided into two segments, food distribution and military. The food distribution segment sells and
distributes a wide variety of food and non-food products to approximately 2,000 independently owned and 118 corporately owned retail grocery stores. The military segment sells and
distributes food and non-food products to 103 military commissaries. In 2000, the food distribution segment accounted for 49.6% of the Company's total revenues; the military segment 24.2%.

The
Company provides its customers a full line of food products, including dry groceries, fresh fruits and vegetables, frozen foods, fresh and processed meat and dairy and a variety
of non-food goods, including health and beauty care, tobacco, paper products, cleaning supplies and small household items. The Company primarily distributes and sells nationally advertised
branded products and a number of unbranded products (principally meats and produce) purchased directly from various manufacturers, processors and suppliers or through manufacturers' representatives
and brokers. The Company also distributes and sells private label products that are branded primarily under theOur Family®and the Fame®trademarks, as well as theIGA®label. Under its private label line of
products, the Company offers a wide variety of grocery, dairy, packaged meat, frozen foods, health and beauty care products, paper and household products, beverages, and other packaged products that
have been manufactured or processed by other companies on behalf of the Company.

The
Company also offers to independent retailers a broad range of services, including: (i) promotional, advertising and merchandising programs; (ii) the installation of
computerized ordering, receiving and scanning systems; (iii) the establishment and supervision of computerized retail accounting, budgeting and payroll systems; (iv) personnel management
assistance and employee training; (v) consumer and market research; and (vi) remodeling and store development services. The Company believes that its
support services help the independent retailers compete more effectively in their markets and build customer loyalty.

The
Company's retail counselors and other Company personnel advise and counsel independent retailers, and directly provide many of the above services. Separate charges may be made for
some of these services. The Company also provides retailers with marketing and store upgrade services, many of which have been developed in connection with Company owned stores. For example, the
Company assists retailers in installing and operating delicatessens and other specialty food sections. Rather than offering a single program for the services it provides, the Company has developed
multiple, flexible programs to serve the needs of most independent retailers, whether rural or urban, large or small.

The
Company's assistance to independent retailers in store development provides a means of continued growth for the Company through the development of new retail store locations and
the enlargement or remodeling of existing retail stores. Services provided include site selection, marketing studies, building design, store layout and equipment planning and procurement. The Company
assists food distribution customers in securing existing supermarkets that are for sale from time to time in market areas served by the Company and, occasionally, acquires existing stores for resale
to food distribution customers.

The
Company also provides financial assistance to its independent retailers generally in connection with new store development and the upgrading or expansion of existing stores. For
example, the Company makes loans to some of its independent retailers, generally repayable over a period of five or seven years, for inventories, store fixtures and equipment, working capital and
store improvements.

3

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Loans are generally secured by liens on inventory, equipment and/or real estate, by personal guarantees and by other types of security. As of December 30, 2000, the Company had approximately
$47 million of such loans outstanding to 95 independent retailers. In addition, the Company may provide such assistance to independent retailers by guarantying loans from financial institutions
and leases entered into directly with lessors. The Company also uses its credit strength to lease supermarket locations for sublease to independent retailers, at rates that are at least as high as the
rent paid by the Company.

b.Customers.

The
Company's food distribution segment customers are primarily self-service retail grocery stores that carry a wide variety of grocery products, health and beauty care
products and general merchandise. Many of these stores also have one or more specialty departments such as a delicatessen, an in-store bakery, a café, a pharmacy and a
flower shop. The size of the customers' stores ranges from 5,000 to 80,000 square feet. The Company also works withIGA®to strengthen the
position of independent retailers. The Company's diversified customers are over 2,000 in number; and in fiscal 2000, with the capture of new business in North Carolina, the Company has one customer
representing approximately 10% of food distribution revenues on an annualized basis. No other customer accounts for more than 3.8% of the food distribution business.

The
Company, through its military segment is a leading distributor of groceries and related products to 103 domestic and European based U.S. military commissaries. The Company's
military distribution centers also provide products for distribution to U.S. military ships afloat.

c.Distribution.

The
Company's food distribution segment currently distributes products from 15 distribution centers located in Georgia, Iowa, Michigan, Minnesota, Nebraska, North Carolina, North
Dakota (2), Ohio (3), South Dakota (3), and Virginia. The Company's military segment also distributes products from distribution centers in Baltimore, Maryland and Norfolk, Virginia. The Company's
distribution centers are located at strategic points to efficiently serve Company owned stores, independent customers and military commissaries. The distribution centers are equipped with modern
materials handling equipment for receiving, storing and shipping goods and merchandise and are designed for high-volume operations at low unit costs.

For
the food distribution segment, distribution centers serve as central sources of supply for Company owned and independent stores and other institutional customers within their
operating areas. Generally, the distribution centers maintain complete inventories containing most national brand grocery products sold in supermarkets and a wide variety of high-volume
private label items. In addition, most distribution centers provide full lines of perishables, including fresh meats and poultry, fresh fruits and vegetables, dairy and delicatessen products and
frozen foods. Health and beauty care products, general merchandise and specialty grocery products are distributed from a dedicated area of the distribution center located in Bellefontaine, Ohio, and
from the distribution center located in Sioux Falls, South Dakota. Retailers order their inventory requirements at regular intervals through direct linkage with the Company's information systems.
Deliveries of product are made primarily by the Company's transportation fleet. The frequency of deliveries varies, depending upon customer needs. The Company currently has a modern fleet of 416
tractors and 882 semi-trailers, most of which are owned by the Company.

Virtually
all of the Company's food distribution sales to independent retailers are made on a market price-plus-fee and freight basis, with the fee based on
the type of commodity and quantity purchased. Selling prices are changed promptly, based on the latest market information.

The
Company's military segment distributes groceries and related products directly to military commissaries in the U.S., and for distribution to U.S. military commissaries in Europe
and to ships afloat. These distribution services are provided primarily under contractual arrangements with the manufacturers of those products. The Company maintains inventories of product and
provides storage, handling and transportation services for the manufacturers and, as products ordered from the Company by the commissaries are delivered to the commissaries, the Company invoices the
manufacturers for the cost of the merchandise delivered plus negotiated fees.

2.Retail Operations.

As
of December 30, 2000, the Company operated 118 retail stores primarily in the Midwestern and Southeastern states. Twenty-nine of the stores are owned while the
remainder are leased. The Company

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operates its retail stores principally under three (3) store banners:Econofoods®,Sun
Mart®, andFamily Thrift Center. These stores, of which 98 are located in the Midwest and 20 in the
Southeast, average approximately 32,400 and 18,500 square feet in size, respectively. These stores offer a wide variety of high quality groceries, fresh fruits and vegetables, dairy products, frozen
foods, fresh fish, fresh and processed meat, and health and beauty care products. Many have specialty departments such as delicatessens, bakeries, pharmacies, banks, and floral and video departments.
In 2000, the retail segment accounted for 25.7% of the Company's total revenues.

During
2000, the Company continued to develop a new store concept targeted toward Hispanic shoppers.Wholesale Food Outlet
was introduced in 1999 in Greeley, Colorado. In 2000, two additionalWholesale Food Outlet stores in Omaha, Nebraska and Muscatine, Iowa
were opened in May and June, respectively.

3.Competition.

All
segments of the Company's business are highly competitive. The Company competes directly at the wholesale level with a number of cooperative wholesalers and voluntary wholesalers
that supply food and non-food products to independent retailers. "Cooperative" wholesalers are wholesalers that are owned by their retail customers. On the other hand, "voluntary"
wholesalers are wholesalers which, like the Company, are not owned by their retail customers but sponsor a program under which single-unit or multi-unit independent retailers
may affiliate under a common name. Certain of these competing wholesalers may also engage in distribution to military commissaries.

The
Company also competes indirectly with the warehouse and distribution operations of the large integrated grocery store chains. Such retail grocery store chains own their wholesale
operations and self-distribute their food and non-food products.

At
the food distribution level, the principal methods of competition are price, quality, variety and availability of products offered, strength of private label brands offered,
schedules and reliability of deliveries and the range and quality of services offered, such as store financing and use of store names, and the services offered to manufacturers for products sold to
military commissaries. The success of the Company's food distribution business also depends upon the ability of its retail store customers to compete successfully with other retail food stores.

The
Company also competes on the retail level in a fragmented market with many organizations of various sizes, ranging from national and regional retail chains to local chains and
privately owned unaffiliated stores. Depending on the product and location involved, the principal methods of competition at the retail level are price, quality and assortment, store location and
format, sales promotions, advertising, availability of parking, hours of operation and store appeal.

4.Employees.

As
of December 30, 2000, the Company employed 13,537 persons (6,233 of which were employed on a part-time basis). All employees are non-union, except
586 employees who are unionized under various bargaining agreements. These union employees consist primarily of the warehouse personnel and drivers in the three Central Region distribution centers. No
unionization efforts have been made successfully at any other Company locations. The Company considers its employee relations to be good.

ITEM 2. PROPERTIES

The
principal executive offices of the Company are located in Edina, Minnesota, and consist of approximately 74,000 square feet of office space in a building owned by the Company. The
executive office for the Company's Central Region is located in Dayton, Ohio and consists of 14,580 square feet of leased office space. As part of the Company's continued efforts to consolidate
operations, Nash Finch will be exiting this space in July 2001 and moving personnel into existing owned space in Cincinnati, Ohio. In addition to these executive offices, the Company leases an
additional 26,250 square feet of office space in Edina, Minnesota and St. Louis Park, Minnesota, 10,740 square feet of additional storage space in Edina, Minnesota and Eagan, Minnesota, and 8,580
square feet of additional office space in Cincinnati, Ohio. In 2001, the Company will be exiting the leased office space in Edina and St. Louis Park and moving personnel into the existing owned space
in Edina.

5

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A. FOOD DISTRIBUTION.

The locations and sizes of the Company's distribution centers used primarily in its food distribution operations are listed below (all of which are owned,
except as indicated). The distribution center facilities that are leased have varying terms, all with remaining terms of less than 20 years.

|Location             |                               | Approx. Size
(Square Feet)
|-------------------- | ----------------------------- | --------------------------
|Midwest Region:      |                               |                           
|                     | Cedar Rapids, Iowa (b)        |                           
|                     | St. Cloud, Minnesota          |                           
|                     | Omaha, Nebraska (a)           |                           
|                     | Fargo, North Dakota           |                           
|                     | Minot, North Dakota           |                           
|                     | Rapid City, South Dakota (c)  |                           
|                     | Sioux Falls, South Dakota (d) |                           
|Southeast Region:    |                               |                           
|                     | Statesboro, Georgia (e)       |                           
|                     | Lumberton, North Carolina (a) |                           
|                     | Bluefield, Virginia           |                           
|Central Region:      |                               |                           
|                     | Bellefontaine, Ohio (f)       |                           
|                     | Cincinnati, Ohio              |                           
|                     | Bridgeport, Michigan (a)      |                           
|Total Square Footage |                               | 4,974,105                 

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Various
of these distribution centers also distribute products to military commissaries located in their geographic areas.

B. MILITARY DISTRIBUTION.

The
locations and sizes of the Company's distribution centers used primarily in its military distribution operations are listed below (each of which is leased, except as indicated).
The leases have varying terms, each with a remaining term of less than 20 years.

|Location              |  | Approx. Size
(Square Feet)
|--------------------- |  | --------------------------
|Baltimore, Maryland   |  | 350,500                   
|Norfolk, Virginia (a) |  | 568,600                   
|Total Square Footage  |  | 919,100                   

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C. RETAIL OPERATIONS.

As of December 30, 2000, the aggregate square footage of the Company's 118 retail grocery stores totaled 3,599,819 square feet.

ITEM 3. LEGAL PROCEEDINGS

The Company does not believe that any pending legal proceedings will have a material impact on the business or financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this Report.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, the year first elected or appointed as an executive officer and the offices held as of March 19, 2001
are as follows:

|Name               |  | Age |  | Year First Elected or
Appointed as an
Executive Officer |  | Title                                                  
|------------------ |  | --- |  | ------------------------------------------------------- |  | -------------------------------------------------------
|Ron Marshall       |  | 47  |  | 1998                                                    |  | President and Chief Executive Officer                  
|Christopher Brown  |  | 38  |  | 1999                                                    |  | Executive Vice President  Merchandising               
|Jerry L. Nelson    |  | 54  |  | 2000                                                    |  | Executive Vice President  President, Food Distribution
|Bruce A. Cross     |  | 48  |  | 1998                                                    |  | Sr. Vice President  Business Transformation           
|Robert B. Dimond   |  | 39  |  | 2000                                                    |  | Sr. Vice President and Chief Financial Officer         
|Norman R. Soland   |  | 60  |  | 1986                                                    |  | Sr. Vice President, Secretary and General Counsel      
|Rose Bailey        |  | 50  |  | 2001                                                    |  | Vice President  Human Resources                       
|Deborah A. Carlson |  | 47  |  | 1999                                                    |  | Vice President  Store Development                     
|James R. Dorcy     |  | 41  |  | 2000                                                    |  | Vice President  Marketing and Advertising             
|LeAnne M. Stewart  |  | 36  |  | 1999                                                    |  | Vice President, Corporate Controller and Treasurer     

There
are no family relationships between or among any of the executive officers or directors of the Company. Executive officers of the Company are elected by the Board of Directors
for one-year terms, commencing with their election at the first meeting of the Board of Directors immediately following the annual meeting of stockholders and continuing until the next
such meeting of the Board of Directors.

Mr. Marshall
was elected as President and Chief Executive Officer as of June 1, 1998. Mr. Marshall previously served as Executive Vice President and Chief
Financial Officer of Pathmark Stores, Inc. (a retail grocery store chain) from September 1994 to May 1998.

Mr. Brown
was elected as Executive Vice President as of October 11, 1999. Mr. Brown previously was employed by Richfood Holdings, Inc. (a food wholesaler
and retailer) for over five years and served in various executive positions including Executive Vice PresidentProcuring and Merchandising of the Farm Fresh Division from
October 1998 to October 1999, Executive Vice PresidentProcurement for Richfood Holdings, Inc. from April 1997 to October 1998, Senior Executive Vice
President of Super Rite Foods division from March 1996 to April 1997, and President/Chief Operating Officer of Rotelle, Inc. (a subsidiary) from August 1994 to
March 1996.

Mr. Nelson
was elected Executive Vice President on October 31, 2000. He previously served as operating Senior Vice PresidentMidwest Region from
April 2000 to October 2000, and as operating Vice PresidentMidwest Region from November 1999 to April 2000. Prior to joining the Company, he served as
Executive Vice President of Hagemeyer N.A. (a specialty food distributor) from March 1997 to June 1999, and as Operating Group President of Fleming Companies, Inc. (a food
wholesaler and retailer) from March 1995 to August 1996.

Mr. Cross
was elected as Senior Vice President on September 29, 1998. Mr. Cross previously served as Senior Project Executive for IBM Global Services (a strategic
technical outsourcing and business consulting firm) from January 1995 to September 1998.

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Mr. Dimond was elected as Senior Vice President and Chief Financial Officer on October 31, 2000. Mr. Dimond previously served as Group Vice President and Chief
Financial Officer for the western region of Kroger Co. (a retail grocery store chain) from March 1999 to September 2000, and as Group Vice President, Administration and Controller, for
Smith's Food & Drug Centers, Inc. (a retail grocery store chain) from February 1992 until March 1999.

Mr. Soland
was elected as Senior Vice President on July 14, 1998, and has served as Secretary and General Counsel since January 1986. He served as Vice President,
Secretary and General Counsel from May 1988 to July 1998.

Ms. Bailey
was elected as Vice President on February 21, 2001. She previously served as Director of Human Resource Programs for Arcadia Financial, (a buyer and servicer
of automobile loans) from February 1998 to January 2001, and as Vice President of Human Resources for County Seat Stores, Inc., (a retailer of specialty clothing) from
March 1979 to January 1997.

Ms. Carlson
was elected as Vice President on July 13, 1999. She was previously employed by Supervalu, Inc., (a food wholesaler and retailer) for over nineteen
years and served in various executive positions including Regional Vice President of Real EstateNorthern Region from August 1995 to June 1999.

Mr. Dorcy
was elected as Vice President on February 22, 2000. He previously served as Vice PresidentAdvertising and Marketing for Farm Fresh Inc. (a
retail grocery store chain) from December 1998 to November 1999, and Vice PresidentAdvertising and Marketing for Bozzuto's, Inc. (a food wholesaler and retailer) from
November 1994 to December 1998.

Ms. Stewart
was elected as Vice President on July 13, 1999, as Controller on April 18, 2000, and as Treasurer on May 9, 2000. Prior to her election as
Controller, Ms. Stewart served as the Company's Vice PresidentFinancial Planning and Analysis. Prior to joining the Company, she served as Manager, Corporate Finance for Enron
Europe Limited (an international energy company) from August 1997 to March 1999 and as a Senior Manager of Ernst & Young LLP from December 1987 to July 1995.

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the Nasdaq National Market and trades under the symbol NAFC. The following table sets forth, for each of the calendar
periods indicated, the range of high and low closing sales prices for the common stock as reported by the Nasdaq National Market, and the quarterly cash dividends paid per share of common stock.
Prices do not include adjustments for retail mark-ups, mark-downs or commissions. At December 30, 2000 there were 2,786 stockholders of record.

2000

1999

Dividends
Per ShareHigh

Low

High

Low

2000

1999First Quarter

9

6

14
1/2
6
1/4
.09

.09Second Quarter

9
1/8
7
1/8
10
5/8
7
1/2
.09

.09Third Quarter

10
13/16
8
3/16
10
1/4
6
5/8
.09

.09Fourth Quarter

13
9/16
10
1/2
8
1/8
5
7/8
.09

.09


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ITEM 6. SELECTED FINANCIAL DATA

NASH FINCH COMPANY
Consolidated Summary of Operations
Ten years ended December 30, 2000 (not covered by Independent Auditors' Report)

|(Dollar amounts in thousands except
per share amounts)                    |                                                        | 2000
(52 weeks) |           | 1999
(52 weeks) |           | 1998
(52 weeks) |           | 1997
(53 weeks) |           | 1996
(52 weeks) |           | 1995
(52 weeks) |           | 1994
(52 weeks) |           | 1993
(52 weeks) |           | 1992
(53 weeks) |           | 1991
(52 weeks)
|------------------------------------------------------------------------- | ------------------------------------------------------ | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | --------------- | --------- | ---------------
|Total sales and revenues                                                  |                                                        | $               | 4,015,541 |                 | 4,123,213 |                 | 4,160,011 |                 | 4,341,095 |                 | 3,323,970 |                 | 2,839,528 |                 | 2,788,658 |                 | 2,684,509 |                 | 2,480,708 |                
|Cost of sales including warehousing and transportation expenses           |                                                        |                 | 3,546,516 |                 | 3,698,752 |                 | 3,783,661 |                 | 3,936,813 |                 | 2,996,596 |                 | 2,528,241 |                 | 2,468,856 |                 | 2,382,283 |                 | 2,200,058 |                
|Selling, general and administrative, and other operating expenses         |                                                        |                 | 361,024   |                 | 331,221   |                 | 291,199   |                 | 293,876   |                 | 248,141   |                 | 247,031   |                 | 254,056   |                 | 240,926   |                 | 214,821   |                
|Special charges                                                           |                                                        |                 |          |                 | (7,045    | )               | 68,471    |                 | 30,034    |                 |          |                 |          |                 |          |                 |          |                 |          |                
|Interest expense                                                          |                                                        |                 | 34,017    |                 | 31,213    |                 | 29,034    |                 | 32,773    |                 | 13,408    |                 | 9,007     |                 | 9,950     |                 | 9,021     |                 | 8,329     |                
|Depreciation and amortization                                             |                                                        |                 | 46,485    |                 | 42,619    |                 | 46,064    |                 | 46,353    |                 | 33,314    |                 | 27,864    |                 | 30,369    |                 | 27,815    |                 | 25,867    |                
|Provision for income taxes                                                |                                                        |                 | 11,659    |                 | 11,216    |                 | (18,837   | )               | 2,320     |                 | 13,174    |                 | 10,748    |                 | 10,148    |                 | 10,047    |                 | 12,137    |                
|                                                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                
|Net earnings (loss) from continuing operations                            |                                                        | $               | 15,840    |                 | 15,237    |                 | (39,581   | )               | (1,074    | )               | 19,337    |                 | 16,637    |                 | 15,279    |                 | 14,417    |                 | 19,496    |                
|Earnings (loss) from discontinued operations, net of income tax (benefit) |                                                        |                 |          |                 |          |                 | 426       |                 | (154      | )               | 695       |                 | 777       |                 | 201       |                 | 1,457     |                 | 572       |                
|Earnings (loss) on disposal of discontinued operations, net of income tax |                                                        |                 |          |                 | 4,566     |                 | (16,913   | )               |          |                 |          |                 |          |                 |          |                 |          |                 |          |                
|Extraordinary charge from early extinguishment of debt, net of income tax |                                                        |                 | 369       |                 |          |                 | 5,569     |                 |          |                 |          |                 |          |                 |          |                 |          |                 |          |                
|                                                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                
|Net earnings (loss)                                                       |                                                        | $               | 15,471    |                 | 19,803    |                 | (61,637   | )               | (1,228    | )               | 20,032    |                 | 17,414    |                 | 15,480    |                 | 15,874    |                 | 20,068    |                
|                                                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                
|Basic earnings (loss) per share:                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                
|                                                                          | Earnings (loss) from continuing operations             |                 | $         | 1.38            |           | 1.35            |           | (3.50           | )         | (0.10           | )         | 1.77            |           | 1.53            |           | 1.40            |           | 1.33            |           | 1.80           
|                                                                          | Earnings (loss) from discontinued operations           |                 |           |                |           | 0.40            |           | (1.46           | )         | (0.01           | )         | 0.06            |           | 0.07            |           | 0.02            |           | 0.13            |           | 0.05           
|                                                                          | Extraordinary charge from early extinguishment of debt |                 |           | (0.03           | )         |                |           | (0.49           | )         |                |           |                |           |                |           |                |           |                |           |               
|                                                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                
|Basic earnings (loss) per share                                           |                                                        | $               | 1.35      |                 | 1.75      |                 | (5.45     | )               | (0.11     | )               | 1.83      |                 | 1.60      |                 | 1.42      |                 | 1.46      |                 | 1.85      |                
|                                                                          |                                                        |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                 |           |                

9

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ITEM 6. SELECTED FINANCIAL DATA (Continued)

NASH FINCH COMPANY
Consolidated Summary of Operations (Continued)
Ten years ended December 30, 2000 (not covered by Independent Auditors' Report)

|(Dollar amounts in thousands except
per share amounts)                   |                                                        | 2000
(52 weeks) |         | 1999
(52 weeks) |         | 1998
(52 weeks) |         | 1997
(53 weeks) |         | 1996
(52 weeks) |         | 1995
(52 weeks) |         | 1994
(52 weeks) |         | 1993
(52 weeks) |         | 1992
(53 weeks) |         | 1991
(52 weeks) |        
|------------------------------------------------------------------------ | ------------------------------------------------------ | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | ------- | --------------- | -------
|Diluted earnings (loss) per share:                                       |                                                        |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |        
|                                                                         | Earnings (loss) from continuing operations             |                 | $       | 1.38            |         | 1.34            |         | (3.50           | )       | (0.10           | )       | 1.75            |         | 1.53            |         | 1.40            |         | 1.33            |         | 1.80            |        
|                                                                         | Earnings (loss) from discontinued operations           |                 |         |                |         | 0.40            |         | (1.46           | )       | (0.01           | )       | 0.06            |         | 0.07            |         | 0.02            |         | 0.13            |         | 0.05            |        
|                                                                         | Extraordinary charge from early extinguishment of debt |                 |         | (0.03           | )       |                |         | (0.49           | )       |                |         |                |         |                |         |                |         |                |         |                |        
|                                                                         |                                                        |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |        
|Diluted earnings (loss) per share                                        |                                                        | $               | 1.35    |                 | 1.74    |                 | (5.45   | )               | (0.11   | )               | 1.81    |                 | 1.60    |                 | 1.42    |                 | 1.46    |                 | 1.85    |                 | 1.75   
|                                                                         |                                                        |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |        
|Cash dividends declared per common share                                 |                                                        | $               | .36     |                 | .36     |                 | .72     |                 | .72     |                 | .75     |                 | .74     |                 | .73     |                 | .72     |                 | .71     |                 | .70    
|                                                                         |                                                        |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |         |                 |        
|Pretax earnings as a percent of sales and revenues                       |                                                        |                 | 0.68    | %               | 0.64    |                 |        |                 |        |                 | 1.00    |                 | .99     |                 | .91     |                 | .98     |                 | 1.30    |                 | 1.31   
|Net earnings (loss) as a percent of sales and revenues                   |                                                        |                 | 0.39    | %               | 0.48    |                 | (1.48   | )               | (0.03   | )               | .59     |                 | .60     |                 | .55     |                 | .58     |                 | .80     |                 | .81    
|Effective income tax rate                                                |                                                        |                 | 42.4    | %               | 42.4    |                 | (32.2   | )               | 425.4   |                 | 40.5    |                 | 39.1    |                 | 40.0    |                 | 40.5    |                 | 38.4    |                 | 38.1   
|Current assets                                                           |                                                        | $               | 433,539 |                 | 465,563 |                 | 467,108 |                 | 494,350 |                 | 525,596 |                 | 311,690 |                 | 309,522 |                 | 294,925 |                 | 310,170 |                 | 239,850
|Current liabilities                                                      |                                                        | $               | 324,786 |                 | 327,327 |                 | 331,473 |                 | 294,419 |                 | 297,088 |                 | 207,688 |                 | 220,065 |                 | 215,021 |                 | 213,691 |                 | 154,993
|Net working capital                                                      |                                                        | $               | 108,753 |                 | 138,236 |                 | 135,635 |                 | 199,931 |                 | 228,508 |                 | 104,002 |                 | 89,457  |                 | 79,904  |                 | 96,479  |                 | 84,857 
|Ratio of current assets to current liabilities                           |                                                        |                 | 1.33    |                 | 1.42    |                 | 1.41    |                 | 1.68    |                 | 1.77    |                 | 1.50    |                 | 1.41    |                 | 1.37    |                 | 1.45    |                 | 1.55   
|Total assets                                                             |                                                        | $               | 880,828 |                 | 862,443 |                 | 833,095 |                 | 904,883 |                 | 945,477 |                 | 514,260 |                 | 531,604 |                 | 521,654 |                 | 513,615 |                 | 429,648
|Capital expenditures                                                     |                                                        | $               | 54,066  |                 | 52,282  |                 | 52,730  |                 | 67,725  |                 | 51,333  |                 | 33,264  |                 | 34,965  |                 | 36,382  |                 | 42,991  |                 | 36,836 
|Long-term obligations (long-term debt and capitalized lease obligations) |                                                        | $               | 353,664 |                 | 347,809 |                 | 327,947 |                 | 364,006 |                 | 403,651 |                 | 81,188  |                 | 95,960  |                 | 97,887  |                 | 94,145  |                 | 82,532 
|Stockholders' equity                                                     |                                                        | $               | 184,540 |                 | 172,674 |                 | 156,473 |                 | 225,618 |                 | 232,861 |                 | 215,313 |                 | 206,269 |                 | 199,264 |                 | 191,204 |                 | 178,846
|Stockholders' equity per share(1)                                        |                                                        |                 | $16.13  |                 | 15.22   |                 | 13.80   |                 | 19.96   |                 | 21.06   |                 | 19.80   |                 | 18.97   |                 | 18.33   |                 | 17.59   |                 | 16.45  
|Return on stockholders' equity(3)                                        |                                                        |                 | 8.58    | %               | 8.82    |                 | (25.30  | )               | (0.48   | )               | 8.30    |                 | 7.73    |                 | 7.41    |                 | 7.24    |                 | 10.20   |                 | 9.98   
|Number of common stockholders of record at year-end                      |                                                        |                 | 2,786   |                 | 2,348   |                 | 2,214   |                 | 2,226   |                 | 2,230   |                 | 1,940   |                 | 2,074   |                 | 2,074   |                 | 2,087   |                 | 2,122  
|Common stock high price(2)                                               |                                                        |                 | $13     | 9/16            | 14      | 1/2             | 20      |                 | 24      | 7/8             | 21      | 3/4             | 20      | 1/2             | 18      | 1/4             | 23      | 1/4             | 19      | 3/4             | 20     
|Common stock low price(2)                                                |                                                        |                 | $6      |                 | 5       | 7/8             | 13      | 1/8             | 17      | 1/2             | 15      | 1/2             | 15      | 3/4             | 15      | 3/8             | 17      |                 | 16      | 1/4             | 16     

---

10

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A. RESULTS OF OPERATIONS

1. Fiscal 2000 vs. 1999

Revenues

Total revenues for 2000 were $4.016 billion, a decrease of 2.6%, compared to $4.123 billion for 1999. The revenue decline is primarily due to the
consolidation of distribution centers in 1999 which was part of the Company's strategic plan to close underutilized facilities and concentrate sales volume into existing distribution centers, thereby
improving efficiency, service and distribution costs to the retailer. In 2000, this strategy proved to be a factor in the Company attracting new food distribution and military business totaling
$360 million in annualized revenues. Revenues for the fourth quarter of 2000 were $984.7 million compared to $963.3 million in 1999, an increase of 2.2%, reflecting the
realization of this newly acquired business.

Food
distribution segment revenues for the year were $1.993 billion compared to $2.281 billion in 1999, a decrease of 12.6%. The decline is largely attributed to two
factors: the closure of five distribution centers last year, resulting in a loss of volume compared to the current year, and the acquisitions of two previous food distribution customers, Hinky Dinky
Supermarkets, Inc. ("Hinky Dinky") in January 2000, and Erickson's Diversified Corporation ("Erickson's") in June 1999, which resulted in the reporting of 2000 revenues in the
retail segment instead of the food distribution segment. During the last half of 2000, the Company has successfully gained the food distribution business of several accounts in each of its market
regions. In particular, Farm Food, Inc., a consortium of 63 Piggly Wiggly stores in the Southeast, represents more than $200 million in annualized revenues. An additional
$125 million in approximate annualized food distribution volume has been added in the aggregate to other regions of
the Company. The Company expects to continue to improve its competitiveness in the marketplace and aggressively seek out new business.

Retail
segment revenues were $1.030 billion for the year, compared to $856.6 million last year, an increase of 20.2%. The improvement in revenues is largely attributed
to the acquisition of the 12 store Hinky Dinky chain in Nebraska in January 2000, and three conventional supermarkets in the Midwest, all previous food distribution customers. New (larger)
replacement stores were also opened in Marshalltown and Cedar Rapids, Iowa, as well as a new location in Rochester, Minnesota. In addition, the acquisition in June 1999 of 18 stores operated by
Erickson's, contributed to the favorable year over year comparison. Finally, the Company has been testing an alternative store format which has positively affected revenues and offers future growth
potential. This format targets the Hispanic market which is a fast-growing segment in several of the Company's market areas. The Company currently operates three Hispanic orientated
stores, all in the Midwest.

Same
store sales for the year were flat compared to last year despite many competitive openings. During the year, the Company's corporate store count increased to 118, as a result of
acquiring 15 locations and opening five new stores, offset by the closing of nine stores that did not meet performance expectations, closing two other stores which were replaced by new stores, and
selling five stores to existing food distribution customers.

Revenues
in 2000 for the Military Division, the Company's third reported segment, were $972.5 million compared to $963.3 million in 1999, an increase of 1.0%. The
improvement for the year partially reflects the addition of $35 million in approximate annualized new distribution business, in Europe and North Carolina, awarded to the Company in the third
quarter by a major manufacturer. The Company provides distribution services to military commissaries primarily under contractual arrangements with manufacturers.

Gross Margins

Gross margins were 11.7% in 2000, compared to 10.3% in 1999. The increase in 2000 over the prior year reflects the growth in the proportion of higher margin
retail revenues, which as a percent of total reported revenues were 25.7% in 2000, compared to 20.8% 1999. In addition, efficiencies in warehousing and transportation, resulting from facility
consolidations, and operational and system improvements have favorably impacted gross margins. The Company has implemented processes to continuously monitor costs by analyzing key measures of
operating performance such as transportation

11

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equipment utilization, on-time deliveries, product fill rates and the cost per case of handling and shipping goods, against predetermined standards. Improvements in product procurement, as
a result of leveraging the Company's buying power through three regional procurement offices and partnering with vendors to implement more effective merchandising programs, have also had a positive
impact on gross margins.

Retail
segment margins improved over last year primarily due to improved coordination of Company-wide marketing and merchandising programs. In addition, a greater
distribution of retail revenues are derived from higher margin specialty departments which have become more prevalent in the newly built, and newly remodeled, retail stores.

In
2000, the Company recorded a LIFO credit of $1.1 million compared to a credit of $.9 million in 1999. Although the Company believes that there was inflation in
product pricing, it has experienced deflation in the cost of products due to efficiencies and economies brought about by leveraging volume and improvements in its procurement processes.

Selling, General and Administrative Expense

Selling, general and administrative expense as a percent of total revenues was 9.0% in 2000 compared to 8.0% in 1999. The increase in 2000 over 1999 is
substantially due to the increasing proportion of corporate-owned retail business, which typically operates at higher expense levels as a percent of revenues than the food distribution segment. During
2000, the Company recorded an additional provision for bad debts of $7.4 million, compared to $4.4 million last year. The increase primarily relates to certain accounts within the
Michigan and Ohio market areas, where the Company has focused efforts to minimize credit risks and expects lower credit related expense in the future, as benefits from its efforts are realized.

Depreciation and Amortization Expense

Depreciation and amortization expense for the year was $46.5 million compared to $42.6 million in 1999, an increase of 9.2%. The increase
primarily reflects a full year's depreciation and goodwill amortization related to the acquisitions of Erickson's and Hinky Dinky. In addition, an expansion of the Lumberton, North Carolina
distribution center and the construction of five new stores and 43 remodeled stores during the year contributed to the increased expense.

Interest Expense

Interest expense increased from $31.2 million in 1999 to $34.0 million in 2000, an increase of 9.0%. The higher interest costs are attributed to
higher average borrowing rates which were 7.04% in 1999 compared to 7.97% in 2000. In addition, average revolving debt levels increased in 2000, resulting from the acquisition of Hinky Dinky and
various major capital expansion projects, contributing to the higher interest costs this year.

Income Taxes

The effective income tax rate for 2000 was unchanged from a 42.4% rate reported in 1999. Refer to the tax rate tables in Note (6) of Notes to
Consolidated Financial Statements for the comparative components of these rates.

Net Earnings

Comparable net earnings for the year increased to $15.8 million, or $1.38 per share, excluding non-recurring items, compared to
$9.4 million, or $.83 per share in 1999, excluding non-recurring items. The improvement over last year can be attributed to a number of factors: the successful integration of the
Hinky Dinky stores; the continued strong performance by the Erickson's stores; and efficiency gains and new business on the food distribution side. Including the reversal of restructuring charges,
non-recurring gains on the 1999 sales of the Company's produce growing and marketing subsidiary, Nash-DeCamp, and majority investments in two dairy operations as well as the
write-off of unamortized financing costs in 2000, net earnings for the year 2000 were $15.5 million, or $1.35 per share, compared

12

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to $19.8 million, or $1.75 per share, last year. The following table illustrates the comparative results (in thousands):

2000

1999Net earnings

$
15,471

19,803Add (deduct) non-recurring items net of tax:Extraordinary charge


369

Gain on disposal of discontinued operation




(4,566
)Special charges reversal




(4,058
)Gain on sale of dairy operation




(1,807
)Comparable net earnings

$
15,840

9,372Comparable earnings per share

$
1.38

.83


Extraordinary Charge

On December 19, 2000, the Company completed the refinancing of its revolving credit facility. The transaction resulted in the write-off of
unamortized financing costs associated with the previous facility, which has been classified as an extraordinary charge of $.4 million, or $.03 per share, net of income tax benefit.

2. Fiscal 1999 vs. 1998

Revenues

Total revenues for 1999 were $4.123 billion, a decrease of .9%, as compared to $4.160 billion for 1998. The revenue decline is principally
related to the food distribution segment which experienced competitive pressures and the consolidation of a number of distribution facilities during the year. Partially offsetting the decline are
improvements at retail due primarily to the acquisition of Erickson's in June 1999 and gains in same store sales of .9%.

Food
distribution revenues for the year were $2.281 billion compared to $2.492 billion in 1998, a decrease of 8.5%. Revenues were negatively impacted by the shift of
approximately $59.9 million in sales from the food distribution to the retail segment following the acquisition of Erickson's. In addition, the closure of five distribution centers during the
year resulted in the unavoidable loss of independent accounts that could no longer be serviced economically by the Company.

Retail
segment revenues were $856.6 million in 1999, compared to $738.0 million in 1998, an increase of 16.1%. The increase is largely due to the acquisition of 18
Erickson's stores in Wisconsin and Minnesota and the opening of a new store in Fargo, North Dakota.

Revenues
of the military segment were $963.3 in 1999 compared to $916.8 million in 1998, an increase of 5.1%. Revenue improvements resulted from the distribution of new product
lines, stronger overseas business and a general upturn in volume of product sold through the domestic military base commissaries.

Gross Margins

Gross margins were 10.3% in 1999, compared to 9.1% in 1998. The increase in 1999 reflects the growth in the proportion of retail revenues, which achieve higher
margins. Retail revenues, as a percent of total reported revenues were 20.9% in 1999, compared to 17.8% in 1998. In addition, a number of
operational factors have contributed to improvements in margins: better overall margins for the retail segment; lower product distribution costs; LIFO credit resulting from deflation in food prices;
and planned reductions in inventories since 1998. In 1999, the Company recorded a LIFO credit of $.9 million compared to a charge of $4.0 million in 1998. Sustained price increases
throughout the year for tobacco and tobacco related products were the primary factors causing the significantly higher LIFO charge in 1998.

Selling, General and Administrative Expense

Selling, general and administrative expense as a percent of total revenues was 8.0% in 1999 compared to 7.0% in 1998. The increase in 1999 over 1998 was again
due to the increasing proportion of corporate-owned retail business, which operates at higher expense levels than food distribution. Also

13

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contributing to the increase were $11.5 million of costs related to the Company's successful Year 2000 remediation efforts and $7.3 million in costs associated with the shutdown of
distribution centers that were not accruable in either the 1998 or 1997 special charges. Bad debt expense for 1999 was $4.4 million compared to $10.6 million in 1998.

Depreciation and Amortization Expense

Depreciation and amortization expense for 1999 was $42.6 million compared to $46.1 million in 1998, a decline of 7.6%. The decrease largely
reflected a reduction in depreciable assets resulting from the sale or closing of distribution centers, corporate-owned retail stores and Nash-De Camp, and lower depreciation resulting
from the write-down of impaired assets recorded as part of the 1998 and 1997 special charges.

Interest Expense

Interest expense increased from $29.0 million in 1998 to $31.2 million in 1999, an increase of 7.6%. The higher interest costs were attributed to
increased net debt levels resulting primarily from the Erickson's acquisition, offset in part by cash realized from the sales of Nash-De Camp and the investment in two dairy operations.
Average borrowing rates were 7.04% in 1999 compared to 7.4% in 1998, also contributing to the higher interest costs.

Income Taxes

The effective income tax rate for 1999 was 42.4% compared to (32.2)% for 1998, which was driven by timing and deductibility of elements of the special charges.
Refer to the tax rate tables in Note (6) of Notes to Consolidated Financial Statements.

Net Earnings

Comparable net earnings for 1999 increased to $9.4 million or $.83 per share, excluding gains from the sales of Nash-DeCamp and the
investment in two dairy operations, and the partial reversal of the special charges, compared to 1998 net earnings before extraordinary charge of $8.4 million or $.74 per share. The increase in
1999 compared to 1998, is principally attributed to strong improvement in the operating performance of the retail segment following the acquisition of Erickson's at mid-year. Net earnings
for 1999 increased to $19.8 million, or $1.75 per share, compared to a net loss in 1998 of $61.6 million, or $5.45 per share.

1999

1998Net earnings (loss)

$
19,803

(61,637
)Add (deduct) non-recurring items net of tax:Extraordinary charge




5,569Gain (loss) on disposal of discontinued operation


(4,566
)
16,913Special charges


(4,058
)
47,571Gain on sale of dairy operation


(1,807
)
Comparable net earnings

$
9,372

8,416Comparable earnings per share

$
.83

.74


Extraordinary Charge

During 1998, the Company prepaid $106.3 million of senior notes, paid prepayment premiums and wrote off related deferred financing costs totaling
$9.5 million. This transaction resulted in an extraordinary charge of $5.6 million, or $.49 per share, after income tax benefits of $4.0 million.

3. Special Charges

1998 Charges

During the fourth quarter of 1998, the Company recorded special charges totaling $71.4 million (offset by $2.9 million of 1997 charge
adjustments) as a result of the Company's revitalization plan designed to redirect its technology efforts, optimize warehouse capacity through consolidation, and to close, sell or reassess
under-performing businesses and investments.

14

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In connection with the implementation of the Company's 1998 revitalization plan, the 1998 special charges included $17.0 million to streamline the Company's food distribution
operations by closing three warehouses by the end of the third quarter of 1999. The charges, as further detailed below, provided for post-employment and pension benefit costs,
write-down to fair value of tangible assets to be disposed of, and other costs to exit the facilities. The Company believed the strategy of closing underutilized warehouses and
concentrating sales volume into existing warehouses would improve operational efficiency and lower distribution costs.

In
accordance with the 1998 revitalization plan, the Company completed the closure of its Appleton, Wisconsin distribution center during 1999. During the fourth quarter of 1999, after
considering both internal and external factors, the Company decided to indefinitely defer the closure of the remaining two distribution centers scheduled for closing in the 1998 plan. Accordingly,
during the fourth quarter of 1999, the Company reversed $12.6 million of the charge recorded in 1998, comprised of accrued exit costs of $5.1 million and asset write-downs of
$7.5 million. During 2000, charges of $.5 million were incurred, associated with continued ownership in Appleton, and $.3 million were reversed.

Under
the 1998 special charges, 12 under-performing corporately operated retail stores and one store jointly developed with a food distribution customer were designated for closure
and a $9.5 million charge was recorded. The stores were primarily located in geographic areas where the Company could not attain a strong market presence. The Company's focus is to develop
stores that can dominate their primary trade areas. During 1999, the Company closed eight stores and, because of improved market conditions, decided to continue to operate a ninth location.

In
the fourth quarter of 1999, the Company recorded charges of $4.7 million related to four additional stores which were announced for closure. Three of the four stores were
located in the highly competitive Iowa market and a fourth in North Carolina. The accrual consisted of $3.3 million of non-cancelable lease obligations and related costs required
under lease agreements, $1.0 million to write-down to fair value assets held for disposal and $.4 million of post closing facility costs. In 1999, activity recorded through
the special charge accrual included the following: utilization of $1.9 million to cover continuing lease commitments, exit costs and the write-down of store fixtures and equipment;
additional accruals of $.4 million for on-going efforts to sell or sublease remaining stores; and the reversal of $1.0 million, primarily related to the store remaining open
and for certain properties originally scheduled for closure that were sold.

During
2000, the Company closed six stores and sold a seventh. The final store included in the 1998 charge was closed in the first quarter of 2001. In 2000, activity recorded through
the special charge accrual included the following: utilization of $1.8 million to cover continuing lease commitments, exit costs and write-down of store fixtures and equipment;
additional accruals of $1.1 million needed for on-going costs associated with certain closed stores not sold or subleased; and the reversal of $.6 million primarily related
to post-closing facility costs.

The
aggregate 1998 special charges included $34.4 million for the abandonment of assets primarily related to an information system project. The abandoned assets related to
purchased software and internal and external software development. The Company abandoned the project after it became apparent that without significant investment in further development, the software
would lack the functionality the Company required. Also included in abandoned assets was $1.3 million in unamortized purchased packaging design costs, related to a private label product line
that was redesigned.

The
remainder of the special charges consisted of a $10.5 million provision which primarily included $8.2 million related to asset impairment of ten Company-owned retail
stores and $2.1 million to write off the Company's equity investment in a joint venture with an independent retailer it continues to service. Increased competition resulting in declining market
share, deterioration of operating performance and inadequate projected cash flows were factors indicating impairment.

The
impact of suspending depreciation on assets to be disposed of is not material. At December 30, 2000, special charge costs have been included in accrued expenses on the
balance sheet.

The
tables included in Note (3) of Notes to Consolidated Financial Statements contain a roll forward of 1998 special charges activity relative to food distribution and retail
operations through December 30, 2000.

15

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1997 Charges

In 1997 the Company recorded special charges totaling $31.3 million impacting the Company's food distribution and retail segments, as well as the
produce growing and marketing segment which was sold in 1999. All actions contemplated by the 1997 plan have been implemented with the closing of two retail stores in the first half of 2000.

At
January 1, 2000, the Company reported remaining accruals of $3.0 million and $1.1 million related to food distribution and retail operations, respectively,
included in the 1997 special charges. During 2000, the Company utilized $2.6 million of the food distribution accruals to primarily cover continuing lease costs related to certain closed
distribution centers. In addition, costs totaling $.2 million related to closed retail stores were charged to the accrual, while $.2 million in retail accruals were reversed, following
the closing of the final two stores in 2000. At December 30, 2000, $.4 million and $.7 million of special charge accruals remain for the food distribution and retail segments,
respectively.

4. EBITDA

The Company's new revolving credit facility contains various restrictive covenants. Several of these covenants are based on earnings from operations before
interest, taxes, depreciation, amortization and non-recurring items (EBITDA). The ability to generate EBITDA sufficient to satisfy the requirements of the credit facility is an important
measure of the Company's financial strategy. This information is not intended as an alternative to performance measures under generally accepted accounting principles, but rather as a presentation
important for understanding the Company's performance compared to its debt covenants.

As
of December 30, 2000, the Company is in compliance with all EBITDA based debt covenants. The following is a summary of the calculation of EBITDA (in thousands) for 2000,
1999 and 1998.

|                                                                                        |  | 2000 |         | 1999 |        | 1998 |        
|--------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | ------ | ---- | -------
|Earnings (loss) from continuing operations before
income taxes and extraordinary charge |  | $    | 27,499  |      | 26,453 |      | (58,418
|Special charges                                                                         |  |      |        |      | (7,045 | )    | 68,471 
|LIFO effect                                                                             |  |      | (1,092  | )    | (859   | )    | 3,975  
|Depreciation and amortization                                                           |  |      | 46,485  |      | 42,619 |      | 46,064 
|Interest expense                                                                        |  |      | 34,017  |      | 31,213 |      | 29,034 
|Closed store lease costs                                                                |  |      | 2,722   |      | 1,703  |      | 2,549  
|Gain on sale of dairies                                                                 |  |      |        |      | (3,137 | )    |       
|Gains on sale of real estate                                                            |  |      | (2,954  | )    | (1,441 | )    | 246    
|Other non-recurring items                                                               |  |      |        |      |       |      | 3,233  
|                                                                                        |  |      |         |      |        |      |        
|Total EBITDA                                                                            |  | $    | 106,677 |      | 89,506 |      | 95,154 
|                                                                                        |  |      |         |      |        |      |        

B. LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed capital needs through a combination of internal and external sources. These sources include cash flow from operations,
short-term bank borrowings, various types of long-term debt, lease and equity financing.

Operating
cash flows were $86.6 million during 2000 compared to $53.2 million in 1999 and $102.5 million in 1998. The changes in operating cash flows in 2000 were
primarily due to changes in
operating assets and liabilities and non-cash depreciation and bad debt expenses. The decline in 1999 was primarily due to cash commitments under the special charges offset by improved
asset management, particularly inventory. Working capital was $108.8 million at the end of 2000, a decrease of $29.5 million, from the end of 1999. The current ratio decreased to 1.33 at
the end of 2000 from 1.42 at the end of 1999.

Cash
used in investing activities were $85.7 million in 2000 compared to $54.0 million in 1999, an increase of 58.6%. Investing activities for 1999 increased 43.2% from
the $37.7 million reported in 1998. Investing activities in 2000 consisted primarily of the following: capital expenditures of $54.1 million; business acquisitions of
$20.0 million, which consisted of Hinky Dinky and three stores in the Midwest; and loans to customers, net of payments received, totaling $14.9 million. In 1999,

16

---

investing activities included: capital expenditures of $52.3 million; business acquisitions of $67.1 million consisting of Erickson's and two stores each in South Carolina and Wyoming;
offset by cash proceeds of $30.0 million from the sale of Nash-DeCamp and two dairy operations. Investing activities in 1998 were principally capital expenditures. The Company has
funded investing activities from both cash generated from operations and its revolving credit facilities. It expects to continue to use these as its principle sources of future funding.

In
December 2000, the Company completed the refinancing of a revolving credit facility. The new agreement has a five year term and provides a $100 million term loan and
$150 million in revolving credit. Borrowings under the credit facility bear interest at Eurodollar rate plus 2% during an initial period and at the option of the Company, either at Eurodollar
or Prime rate thereafter, plus an applicable margin increase. The new agreement contains covenants which, among other matters, require the Company to maintain predetermined ratio levels related to
interest coverage, fixed charges, leverage and working capital, and restricts sales of assets and capital expenditures in excess of a predetermined percent of revenues.

In
conjunction with the new financing, the Company entered into a swap agreement based on a notional amount of $125 million fixing the interest rate at 6.37%. The following
tables provide information about the Company's derivative financial instruments and other financial instruments that are sensitive to changes in interest rates. For debt obligations, the table
presents principal cash flows and related weighted-average interest rates by expected maturity dates.

Fixed Rate

Variable(In thousands)

Amount

Rate

Amount

Rate2001

$
2,684

8.5
%
$
110

8.6
%2002


1,202

8.5
%

1,210

8.6
%2003


3,824

8.5
%

110

8.7
%2004


634

8.5
%

110

8.7
%2005


668

8.5
%

127,410

8.7
%thereafter


173,220

8.5
%

230

4.6
%$
182,232



$
129,180


The
swap agreement with a notional amount of $125.0 million expires in December 2001. In the following table, notional amounts are used to calculate the contractual cash
flows to be exchanged under swap agreements (in thousands).

2000

1999Pay fixed/receive variable

$
125,000

30,000Average receive rate


6.8%

5.3%Average pay rate


6.4%

6.5%


The
Company believes that borrowing under the new credit facility, sale of subordinated notes, other credit agreements, cash flows from operating activities and lease financing will
be adequate to meet the Company's working capital needs, planned capital expenditures and debt service obligations for the foreseeable future.

17

---



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See disclosure set forth under Item 7 under the caption "Liquidity and Capital Resources."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITOR'S REPORT

The
Board of Directors and Stockholders
Nash Finch Company:

We
have audited the accompanying consolidated balance sheets of Nash Finch Company and subsidiaries as of December 30, 2000 and January 1, 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 30, 2000. Our audits also included the financial statement
schedule listed in the Index at Item 14(b). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nash Finch Company and subsidiaries at
December 30, 2000 and January 1, 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 30, 2000, in
conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Ernst &
Young LLP
Minneapolis, Minnesota
February 20, 2001

18

---



NASH FINCH COMPANY AND SUBSIDIARIES        Consolidated Statements of Operations

|Fiscal years ended December 30, 2000,
January 1, 2000 and January 2, 1999.
(In thousands, expert per share amounts) |                                                                                                                                                                                                                            | 2000
(52 weeks)                                                                         |           | 1999
(52 weeks) |           | 1998
(52 weeks) |          
|------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | --------- | --------------- | --------- | --------------- | ---------
|Total sales and revenues                                                                                            |                                                                                                                                                                                                                            | $                                                                                       | 4,015,541 |                 | 4,123,213 |                 | 4,160,011
|Cost and expenses:                                                                                                  |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Cost of sales                                                                                                                                                                                                              |                                                                                         |           | 3,546,516       |           | 3,698,752       |          
|                                                                                                                    | Selling, general and administrative                                                                                                                                                                                        |                                                                                         |           | 361,024         |           | 331,221         |          
|                                                                                                                    | Special charges                                                                                                                                                                                                            |                                                                                         |           |                |           | (7,045          | )        
|                                                                                                                    | Depreciation and amortization                                                                                                                                                                                              |                                                                                         |           | 46,485          |           | 42,619          |          
|                                                                                                                    | Interest expense                                                                                                                                                                                                           |                                                                                         |           | 34,017          |           | 31,213          |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    |                                                                                                                                                                                                                            | Total costs and expenses                                                                |           |                 | 3,988,042 |                 | 4,096,760
|                                                                                                                    |                                                                                                                                                                                                                            | Earnings (loss) from continuing operations before income taxes and extraordinary charge |           |                 | 27,499    |                 | 26,453   
|Income tax expense (benefit)                                                                                        |                                                                                                                                                                                                                            |                                                                                         | 11,659    |                 | 11,216    |                 | (18,837  
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    |                                                                                                                                                                                                                            | Earnings (loss) from continuing operations before extraordinary charge                  |           |                 | 15,840    |                 | 15,237   
|Discontinued operations:                                                                                            |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Earnings from discontinued operations, net of income taxes                                                                                                                                                                 |                                                                                         |           |                |           |                |          
|                                                                                                                    | Earnings (loss) from disposal of discontinued operations, including profit (loss) of $1,017 and ($1,800), respectively during the phase out period, net income tax expense (benefit) of $3,587 and ($10,587),
respectively |                                                                                         |           |                |           | 4,566           |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    |                                                                                                                                                                                                                            | Earnings (loss) before extraordinary charge                                             |           |                 | 15,840    |                 | 19,803   
|                                                                                                                    | Extraordinary charge from early extinguishment of debt, net of income tax benefits of $271 and $3,951, respectively                                                                                                        |                                                                                         |           | 369             |           |                |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Net earnings (loss)                                                                                                                                                                                                        |                                                                                         | $         | 15,471          |           | 19,803          |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|Basic earnings (loss) per share:                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Earnings (loss) from continuing operations                                                                                                                                                                                 |                                                                                         | $         | 1.38            |           | 1.35            |          
|                                                                                                                    | Earnings (loss) from discontinued operations                                                                                                                                                                               |                                                                                         |           |                |           | 0.40            |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    |                                                                                                                                                                                                                            | Earnings (loss) before extraordinary charge                                             |           |                 | 1.38      |                 | 1.75     
|                                                                                                                    | Extraordinary charge from early extinguishment of debt, net of income tax benefit                                                                                                                                          |                                                                                         |           | (0.03           | )         |                |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Net earnings (loss) per share                                                                                                                                                                                              |                                                                                         | $         | 1.35            |           | 1.75            |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|Diluted earnings (loss) per share:                                                                                  |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Earnings (loss) from continuing operations                                                                                                                                                                                 |                                                                                         | $         | 1.38            |           | 1.34            |          
|                                                                                                                    | Earnings (loss) from discontinued operations                                                                                                                                                                               |                                                                                         |           |                |           | 0.40            |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    |                                                                                                                                                                                                                            | Earnings (loss) before extraordinary charge                                             |           |                 | 1.38      |                 | 1.74     
|                                                                                                                    | Extraordinary charge from early extinguishment of debt, net of income tax benefit                                                                                                                                          |                                                                                         |           | (0.03           | )         |                |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          
|                                                                                                                    | Net earnings (loss) per share                                                                                                                                                                                              |                                                                                         | $         | 1.35            |           | 1.74            |          
|                                                                                                                    |                                                                                                                                                                                                                            |                                                                                         |           |                 |           |                 |          

See
accompanying notes to consolidated financial statements.

19

---



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

|                                      |                                                                           | December 30,
2000                                                       |         | January 1,
2000 |        
|------------------------------------- | ------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------- | --------------- | -------
|Assets                                |                                                                           |                                                                         |         |                 |        
|Current assets:                       |                                                                           |                                                                         |         |                 |        
|                                      | Cash                                                                      |                                                                         | $       | 1,534           |        
|                                      | Accounts and notes receivable, net                                        |                                                                         |         | 132,992         |        
|                                      | Inventories                                                               |                                                                         |         | 270,481         |        
|                                      | Prepaid expenses                                                          |                                                                         |         | 11,920          |        
|                                      | Deferred tax assets                                                       |                                                                         |         | 16,612          |        
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           | Total current assets                                                    |         |                 | 433,539
|Investments in affiliates             |                                                                           |                                                                         | 588     |                 | 508    
|Notes receivable, net                 |                                                                           |                                                                         | 31,866  |                 | 20,712 
|Property, plant and equipment:        |                                                                           |                                                                         |         |                 |        
|                                      | Land                                                                      |                                                                         |         | 23,002          |        
|                                      | Buildings and improvements                                                |                                                                         |         | 135,250         |        
|                                      | Furniture, fixtures and equipment                                         |                                                                         |         | 311,199         |        
|                                      | Leasehold improvements                                                    |                                                                         |         | 74,591          |        
|                                      | Construction in progress                                                  |                                                                         |         | 6,416           |        
|                                      | Assets under capitalized leases                                           |                                                                         |         | 36,993          |        
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           |                                                                         | 587,451 |                 | 554,550
|                                      | Less accumulated depreciation and amortization                            |                                                                         |         | (330,935        | )      
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           | Net property, plant and equipment                                       |         |                 | 256,516
|Goodwill, net                         |                                                                           |                                                                         | 113,584 |                 | 101,751
|Other intangible assets, net          |                                                                           |                                                                         | 20,553  |                 | 13,652 
|Investment in direct financing leases |                                                                           |                                                                         | 14,372  |                 | 15,444 
|Deferred tax asset, net               |                                                                           |                                                                         | 9,810   |                 | 9,187  
|                                      |                                                                           |                                                                         |         |                 |        
|                                      | Total assets                                                              |                                                                         | $       | 880,828         |        
|                                      |                                                                           |                                                                         |         |                 |        
|Liabilities and Stockholders' Equity  |                                                                           |                                                                         |         |                 |        
|Current liabilities:                  |                                                                           |                                                                         |         |                 |        
|                                      | Outstanding checks                                                        |                                                                         | $       | 52,042          |        
|                                      | Current maturities of long-term debt and capitalized lease obligations    |                                                                         |         | 4,646           |        
|                                      | Accounts payable                                                          |                                                                         |         | 188,682         |        
|                                      | Accrued expenses                                                          |                                                                         |         | 66,016          |        
|                                      | Income taxes                                                              |                                                                         |         | 13,400          |        
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           | Total current liabilities                                               |         |                 | 324,786
|Long-term debt                        |                                                                           |                                                                         | 308,618 |                 | 314,091
|Capitalized lease obligations         |                                                                           |                                                                         | 45,046  |                 | 33,718 
|Other liabilities                     |                                                                           |                                                                         | 17,838  |                 | 14,633 
|Stockholders' equity:                 |                                                                           |                                                                         |         |                 |        
|                                      | Preferred stockno par value                                              |                                                                         |         |                 |        
|                                      |                                                                           | Authorized 500 shares; none issued                                      |         |                 |       
|                                      | Common stock of $1.662/3 par value                                        |                                                                         |         |                 |        
|                                      |                                                                           | Authorized 25,000 shares, issued 11,711 and 11,641 shares, respectively |         |                 | 19,518 
|                                      | Additional paid-in capital                                                |                                                                         |         | 18,564          |        
|                                      | Restricted stock                                                          |                                                                         |         | (10             | )      
|                                      | Retained earnings                                                         |                                                                         |         | 148,254         |        
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           |                                                                         | 186,326 |                 | 174,497
|                                      | Less cost of 226 and 231 shares of common stock in treasury, respectively |                                                                         |         | (1,786          | )      
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           | Total stockholders' equity                                              |         |                 | 184,540
|                                      |                                                                           |                                                                         |         |                 |        
|                                      |                                                                           | Total liabilities and stockholders' equity                              |         | $               | 880,828
|                                      |                                                                           |                                                                         |         |                 |        

See
accompanying notes to consolidated financial statements.

20

---



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

|                                                  |                                                                                   | 2000                                      |   | 1999     |         | 1998    |       
|------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------- | - | -------- | ------- | ------- | ------
|Operating activities:                             |                                                                                   |                                           |   |          |         |         |       
|                                                  | Net earnings                                                                      |                                           | $ | 15,471   |         | 19,803  |       
|                                                  | Adjustments to reconcile net income to net cash provided by operating activities: |                                           |   |          |         |         |       
|                                                  | Special chargesnon cash portion                                                  |                                           |   |         |         | (7,045  | )     
|                                                  | Discontinued operations                                                           |                                           |   |         |         | (8,153  | )     
|                                                  | Depreciation and amortization                                                     |                                           |   | 46,485   |         | 42,619  |       
|                                                  | Provision for bad debts                                                           |                                           |   | 7,361    |         | 4,388   |       
|                                                  | Extraordinary chargesextinguishment of debt                                      |                                           |   | 640      |         |        |       
|                                                  | Deferred income tax expense (benefit)                                             |                                           |   | 2,884    |         | 17,460  |       
|                                                  | Other                                                                             |                                           |   | (958     | )       | (4,839  | )     
|                                                  | Changes in operating assets and liabilities, net of acquisitions:                 |                                           |   |          |         |         |       
|                                                  | Accounts and notes receivable                                                     |                                           |   | 23,710   |         | 5,964   |       
|                                                  | Inventories                                                                       |                                           |   | (959     | )       | 18,014  |       
|                                                  | Prepaid expenses                                                                  |                                           |   | (646     | )       | 5,285   |       
|                                                  | Accounts payable                                                                  |                                           |   | (6,457   | )       | (5,625  | )     
|                                                  | Accrued expenses                                                                  |                                           |   | (9,503   | )       | (36,143 | )     
|                                                  | Income taxes                                                                      |                                           |   | 8,594    |         | 1,422   |       
|                                                  |                                                                                   |                                           |   |          |         |         |       
|                                                  |                                                                                   | Net cash provided by operating activities |   |          | 86,622  |         | 53,150
|                                                  |                                                                                   |                                           |   |          |         |         |       
|Investing activities:                             |                                                                                   |                                           |   |          |         |         |       
|                                                  | Dividends received                                                                |                                           |   |         |         |        |       
|                                                  | Disposal of property, plant and equipment                                         |                                           |   | 16,590   |         | 29,606  |       
|                                                  | Additions to property, plant and equipment                                        |                                           |   | (54,066  | )       | (52,282 | )     
|                                                  | Business acquired, net of cash                                                    |                                           |   | (19,985  | )       | (67,082 | )     
|                                                  | Loans to customers                                                                |                                           |   | (27,656  | )       | (24,273 | )     
|                                                  | Payments from customers on loans                                                  |                                           |   | 12,751   |         | 26,154  |       
|                                                  | Sale (repurchase) of receivables                                                  |                                           |   | (7,970   | )       | 5,070   |       
|                                                  | Proceeds from sale of dairy operation net of gain                                 |                                           |   |         |         | 12,769  |       
|                                                  | Proceeds from sale of Nash-De Camp                                                |                                           |   |         |         | 17,083  |       
|                                                  | Other                                                                             |                                           |   | (5,340   | )       | (1,070  | )     
|                                                  |                                                                                   |                                           |   |          |         |         |       
|                                                  | Net cash used in investing activities                                             |                                           |   | (85,676  | )       | (54,025 | )     
|                                                  |                                                                                   |                                           |   |          |         |         |       
|Financing activities:                             |                                                                                   |                                           |   |          |         |         |       
|                                                  | Proceeds from long-term debt                                                      |                                           |   | 100,000  |         | 1,149   |       
|                                                  | Proceeds (payments) from revolving debt                                           |                                           |   | (102,700 | )       | 10,000  |       
|                                                  | Dividends paid                                                                    |                                           |   | (4,122   | )       | (4,083  | )     
|                                                  | Payments of short-term debt                                                       |                                           |   |         |         | (5,891  | )     
|                                                  | Payments of long-term debt                                                        |                                           |   | (1,492   | )       | (5,924  | )     
|                                                  | Payments of capitalized lease obligations                                         |                                           |   | (1,790   | )       | (1,598  | )     
|                                                  | Extinguishment of debt                                                            |                                           |   | (15      | )       |        |       
|                                                  | (Decrease) increase in outstanding checks                                         |                                           |   | (2,932   | )       | 21,645  |       
|                                                  | Other                                                                             |                                           |   | (2,750   | )       | 1,118   |       
|                                                  |                                                                                   |                                           |   |          |         |         |       
|                                                  | Net cash provided by (used in) financing activities                               |                                           |   | (15,801  | )       | 16,416  |       
|                                                  |                                                                                   |                                           |   |          |         |         |       
|                                                  |                                                                                   | Net increase (decrease) in cash           |   | $        | (14,855 | )       | 15,541
|                                                  |                                                                                   |                                           |   |          |         |         |       
|Supplemental disclosure of cash flow information: |                                                                                   |                                           |   |          |         |         |       
|                                                  | Non-cash investing and financing activities                                       |                                           |   |          |         |         |       
|                                                  | Purchase of real estate under capital leases                                      |                                           | $ | 16,049   |         | 679     |       

See
accompanying notes to consolidated financial statements.

21

---

NASH FINCH COMPANY AND SUBSIDIARIES        Consolidated Statements of Stockholders' Equity

|Fiscal period ended December 30, 2000 January 1, 2000 and January 2, 1999 (In thousands, except per share amounts) |  |        |  |   |        |  |        |  |         |   |      |   |      |   |   |        |  
|------------------------------------------------------------------------------------------------------------------ |  | ------ |  | - | ------ |  | ------ |  | ------- | - | ---- | - | ---- | - | - | ------ | -
|
|
|
|Balance at January 3, 1998                                                                                         |  | 11,575 |  | $ | 19,292 |  | 17,648 |  | 190,984 |   | (391 | ) | (252 | ) | $ | (1,915 | )
|Net earnings (loss)                                                                                                |  |       |  |   |       |  |       |  | (61,637 | ) |     |   |     |   |   |       |  
|Dividend declared of $.72 per share                                                                                |  |       |  |   |       |  |       |  | (8,162  | ) |     |   |     |   |   |       |  
|Treasury stock issued upon exercise of options                                                                     |  |       |  |   |       |  | 47     |  |        |   |     |   | 4    |   |   | 21     |  
|Amortized compensation under restricted stock plan                                                                 |  |       |  |   |       |  |       |  |        |   | 72   |   |     |   |   |       |  
|Repayment of notes receivable from holders of restricted stock                                                     |  |       |  |   |       |  |       |  |        |   | 206  |   |     |   |   |       |  
|Distribution of stock pursuant to performance awards                                                               |  |       |  |   |       |  | 246    |  |        |   |     |   | 15   |   |   | 75     |  
|Treasury stock purchased                                                                                           |  |       |  |   |       |  |       |  |        |   |     |   | (1   | ) |   | (16    | )
|Other                                                                                                              |  |       |  |   |       |  | 3      |  |        |   |     |   |     |   |   |       |  
|                                                                                                                   |  |        |  |   |        |  |        |  |         |   |      |   |      |   |   |        |  
|Balance at January 2, 1999                                                                                         |  | 11,575 |  |   | 19,292 |  | 17,944 |  | 121,185 |   | (113 | ) | (234 | ) |   | (1,835 | )
|Net earnings (loss)                                                                                                |  |       |  |   |       |  |       |  | 19,803  |   |     |   |     |   |   |       |  
|Dividend declared of $.36 per share                                                                                |  |       |  |   |       |  |       |  | (4,083  | ) |     |   |     |   |   |       |  
|Common stock issued for employee stock purchase plan                                                               |  | 66     |  |   | 110    |  | 294    |  |        |   |     |   |     |   |   |       |  
|Amortized compensation under restricted stock plan                                                                 |  |       |  |   |       |  |       |  |        |   | 13   |   |     |   |   |       |  
|Repayment of notes receivable from holders of restricted stock                                                     |  |       |  |   |       |  |       |  |        |   | 43   |   |     |   |   |       |  
|Distribution of stock pursuant to performance awards                                                               |  |       |  |   |       |  | 9      |  |        |   |     |   | 3    |   |   | 12     |  
|                                                                                                                   |  |        |  |   |        |  |        |  |         |   |      |   |      |   |   |        |  
|Balance at January 1, 2000                                                                                         |  | 11,641 |  |   | 19,402 |  | 18,247 |  | 136,905 |   | (57  | ) | (231 | ) |   | (1,823 | )
|Net earnings (loss)                                                                                                |  |       |  |   |       |  |       |  | 15,471  |   |     |   |     |   |   |       |  
|Dividend declared of $.36 per share                                                                                |  |       |  |   |       |  |       |  | (4,122  | ) |     |   |     |   |   |       |  
|Common stock issued for employee stock purchase plan                                                               |  | 70     |  |   | 116    |  | 309    |  |        |   |     |   |     |   |   |       |  
|Amortized compensation under restricted stock plan                                                                 |  |       |  |   |       |  |       |  |        |   | 4    |   |     |   |   |       |  
|Repayment of notes receivable from holders of restricted stock                                                     |  |       |  |   |       |  |       |  |        |   | 43   |   |     |   |   |       |  
|Distribution of stock pursuant to performance awards                                                               |  |       |  |   |       |  | 8      |  |        |   |     |   | 5    |   |   | 37     |  
|                                                                                                                   |  |        |  |   |        |  |        |  |         |   |      |   |      |   |   |        |  
|Balance at December 30, 2000                                                                                       |  | 11,711 |  | $ | 19,518 |  | 18,564 |  | 148,254 |   | (10  | ) | (226 | ) | $ | (1,786 | )
|                                                                                                                   |  |        |  |   |        |  |        |  |         |   |      |   |      |   |   |        |  

See
accompanying notes to consolidated financial statements.

22

---

(1) Accounting Policies

Fiscal Year

Nash Finch Company's fiscal year ends on the Saturday nearest to December 31. Fiscal years 2000, 1999 and 1998 each consisted of 52 weeks. The Company's
interim quarters consist of 12 weeks except for the third quarter which has 16 weeks.

Principles of Consolidation

The accompanying financial statements include the accounts of Nash Finch Company (the "Company"), its majority-owned subsidiaries and the Company's share of
net earnings of a 50% owned company. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Cash and Cash Equivalents

In the accompanying financial statements and for purposes of the statements of cash flows, cash and cash equivalents include cash on hand and
short-term investments with original maturities of three months or less.

Revenue Recognition

Revenues for food distribution and military segments are recognized when product orders placed by customers are shipped. Retail segment revenues are recognized
at the point of sale.

Inventories

Inventories are stated at the lower of cost or market. At December 30, 2000 and January 1, 2000, approximately 85% and 90%, respectively, of the
Company's inventories are valued on the last-in, first-out (LIFO) method. During fiscal 2000 and 1999, the Company recorded LIFO credits of $1.1 million and
$.9 million, respectively, and a LIFO charge in 1998 of $4.0 million. The remaining inventories are valued on the first-in, first-out (FIFO) method. If the FIFO
method of accounting for inventories had been used, inventories would have been $45.1 million and $46.2 million higher at December 30, 2000 and January 1, 2000,
respectively.

Capitalization, Depreciation and Amortization

Property, plant and equipment are stated at cost. Assets under capitalized leases are recorded at the present value of future lease payments or fair market
value, whichever is lower. Expenditures which improve or extend the life of the respective assets are capitalized while maintenance and repairs are expensed as incurred. Interest costs primarily
associated with expanding warehouses and constructing or remodeling stores in the amount of $.9 million, $.6 million and $.4 million have been capitalized during 2000, 1999 and
1998, respectively.

Property,
plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets which generally range from
10-40 years for buildings and improvements and 3-10 years for furniture, fixtures and equipment. Leasehold improvements and capitalized leases are amortized on a
straight-line basis over the shorter of the term of the lease or the life of the asset.

Impairment of Long-lived Assets

An impairment loss is recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. In applying Statement
of Financial Accounting Standards (SFAS) No. 121,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of,assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets.
The Company has generally identified this lowest level to be individual stores; however, there are limited circumstances where, for evaluation purposes, stores could be considered with the
distribution center they support. The Company considers historical performance and future estimated results in its evaluation of potential impairment. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing

23

---

the carrying amount of the asset to its fair value, generally measured by discounting expected future cash flows at the rate the Company utilizes to evaluate potential investments.

Intangible Assets

Intangible assets, consisting primarily of goodwill resulting from business acquisitions, are carried at cost less accumulated amortization. Costs are
amortized over the estimated useful lives of the related assets ranging from 2-40 years. Amortization expense charged to operations for fiscal years ended December 30, 2000,
January 1, 2000, and January 2, 1999 was $9.6 million, $7.3 million and $6.9 million, respectively. The accumulated amortization of intangible assets was
$34.0 million and $25.0 million at December 30, 2000 and January 1, 2000, respectively. The Company re-evaluates the carrying value of intangible assets for
impairment annually and/or when factors indicating impairment are present, using an undiscounted operating cash flow assumption.

Income Taxes

Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

Stock Option Plans

As permitted by the provisions of SFAS No. 123,Accounting for Stock-Based Compensation,the Company has
chosen to continue to apply Accounting Principles Board Opinion No. 25(APB 25), Accounting for Stock Issued to Employeesand related
interpretations in accounting for its stock option plans. As a result, the Company does not recognize compensation costs if the option price equals or exceeds market price at date of grant.
Note (7) of Notes to Consolidated Financial Statements contains a summary of the pro forma effects to reported net earnings and earnings per share had the Company elected to account for
employee stock option under SFAS No. 123.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Standards

The Financial Accounting Standards Board ("FASB") issued SFAS No. 140,Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities,which provides guidelines for determining whether a transfer of financial assets should be accounted for as a sale or a secured
borrowing, and whether a liability has been extinguished. The new accounting requirements are effective after March 31, 2001, however, certain disclosures are required for 2000. The Company
does not expect the new requirements to materially affect its financial position or results of operations.

In
June 1998, the FASB issued SFAS No. 133,"Accounting for Derivative Instruments and Hedging Activities".This
statement establishes accounting and reporting standards for derivative instruments and is effective for 2001. Because of its limited use of derivatives, the adoption of the new statement did not have
a significant effect on the Company's financial statements.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101Revenue Recognition ("SAB No. 101"). SAB
No. 101 provides specific guidance on recognition, presentation and disclosure of revenue in financial statements. The bulletin was effective in the fourth quarter of 2000 and did not have a
significant impact of the Company's financial statements.

(2) Business Acquisitions

On January 30, 2000, the Company acquired Hinky Dinky Supermarkets, Inc. ("Hinky Dinky") through a cash purchase of all of Hinky Dinky's
outstanding capital stock. Hinky Dinky is a majority owner of 12 supermarkets located in Nebraska with annualized sales of approximately $90 million. The acquisition was accounted for as a
purchase with a cash purchase price including certain transaction

24

---

costs totaling $18.7 million. Acquired assets and liabilities assumed have been recorded at their fair values at date of acquisition resulting in goodwill of $14.2 million, which is
being amortized on a straight line basis over 40 years. Results of operations are included in the consolidated statements from the date of acquisition.

On
June 10, 1999, the Company acquired Erickson's Diversified Corporation ("Erickson's") through a cash purchase of all of Erickson's outstanding capital stock. Erickson's
operates 18 supermarkets in Minnesota and Wisconsin with annual sales of approximately $200 million. In addition to the stores, the acquisition included a number of real estate holdings in the
two state market area. The acquisition was accounted for as a purchase, which included a cash purchase price of $59.5 million, transaction costs of $2.1 million, and the assumption of
liabilities totaling $35.9 million. Assets acquired and liabilities assumed have been recorded at their fair values at date of acquisition. This allocation has resulted in goodwill of
$43.6 million, which is being amortized on a straight line basis over 40 years.

The
following unaudited pro forma information presents a summary of consolidated earnings from continuing operations before extraordinary charge as if the acquisitions had taken place
at the beginning of 1999 (in thousands).

2000

1999Revenues

$
4,022,225

4,262,553Earnings from continuing operations before
extraordinary charge


15,910

15,880Basic earnings per share


1.39

1.40Diluted earnings per share


1.38

1.39


These
unaudited pro forma results have been prepared for comparative purposes only and include certain adjustments such as additional amortization expense on acquired goodwill and
increased interest expense on acquisition debt. They do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated,
or may result in the future.

(3) Special Charges

1998 Charges

During the fourth quarter of 1998, the Company recorded special charges totaling $71.4 million (offset by $2.9 million of 1997 charge
adjustments) as a result of the Company's revitalization plan designed to redirect its technology efforts, optimize warehouse capacity through consolidation, and to close, sell or reassess
underperforming businesses and investments.

In
connection with the implementation of the Company's 1998 revitalization plan, the 1998 special charges included $17.0 million to streamline the Company's food distribution
operations by closing three warehouses by the end of the third quarter of 1999. The charges, as further detailed below, provided
for post-employment and pension benefit costs, write-down to fair value of tangible assets to be disposed of, and other costs to exit the facilities. The Company believed the
strategy of closing underutilized warehouses and concentrating sales volume into existing warehouses would improve operational efficiency and lower distribution costs.

In
accordance with the 1998 revitalization plan, the Company completed the closure of its Appleton, Wisconsin distribution center during 1999. During the fourth quarter of 1999, after
considering both internal and external factors, the Company decided to indefinitely defer the closure of the remaining two distribution centers scheduled for closing in the 1998 plan. Accordingly,
during the fourth quarter of 1999, the Company reversed $12.6 million of the charge recorded in 1998, comprised of accrued exit costs of $5.1 million and asset write-downs of
$7.5 million. During 2000, charges of $.5 million were incurred, associated with continued ownership in Appleton, and $.3 million were reversed.

25

---

The following table details the activity associated with the 1998 special charges relative to the food distribution component of the charge:

Pension &
Post
Employment
Benefits

Write-
down of
Tangible
Assets (1)

Exit
Costs

TotalInitial accrual

$
5,339

7,995

3,677

17,011Used in 1998




(7,995
)
(108
)
(8,103
)Balance 1/2/99


5,339



3,569

8,908Used in 1999


(381
)
(340
)
(968
)
(1,689
)Additional accruals in 1999




340



340Reversals in 1999


(3,215
)


(1,931
)
(5,146
)Balance 1/1/00


1,743



670

2,413Used in 2000


(2
)


(478
)
(480
)Reversals in 2000


(108
)


(192
)
(300
)Balance 12/30/00

$
1,633





1,633


---

Under
the 1998 special charges, 12 under-performing corporately operated retail stores and one store jointly developed with a food distribution customer were designated for closure
and a $9.5 million charge was recorded. During 1999, the Company closed eight stores and, because of improved market conditions, decided to continue to operate a ninth location. In the fourth
quarter of 1999, the Company recorded charges of $4.7 million related to four additional stores which were announced for closure. In 1999, activity recorded through the special charge accrual
included the following: utilization of $1.9 million to cover continuing lease commitments, exit costs and the write-down of store fixtures and equipment; additional accruals of
$.4 million, for on-going efforts to sell or sublease remaining stores; and the reversal of $1.0 million, primarily related to the store remaining open and for certain
properties originally scheduled for closure that were sold.

During
2000, the Company closed six stores and sold a seventh. The final store included in the 1998 charge was closed in the first quarter of 2001. In 2000, activity recorded through
the special charge accrual included the following: utilization of $1.8 million to cover continuing lease commitments, exit costs and write-down of store fixtures and equipment;
additional accruals of $1.1 million needed for on-going costs associated with certain closed stores not sold or subleased; and the reversal of $.6 million primarily related
to post-closing facility costs.

26

---

The following table details 1998 special charge activity relative to the retail component of the charge:

|                            |                  | Lease
Commitments |        | Write-
down of
Intangible
Assets |      | Write-
down of
Tangible
Assets (1) |        | Exit
Costs |        | Total |       
|--------------------------- | ---------------- | ----------------- | ------ | -------------------------------- | ---- | ---------------------------------- | ------ | ---------- | ------ | ----- | ------
|Initial accrual             |                  | $                 | 3,454  |                                  | 144  |                                    | 3,027  |            | 2,883  |       | 9,508 
|Used in 1998                |                  |                   |       |                                  | (144 | )                                  | (3,027 | )          | (1,462 | )     | (4,633
|                            |                  |                   |        |                                  |      |                                    |        |            |        |       |       
|                            | Balance 1/2/99   |                   |        | 3,454                            |      |                                   |        |           |        | 1,421 |       
|Used in 1999                |                  |                   | (397   | )                                |     |                                    | (1,340 | )          | (118   | )     | (1,855
|Additional accruals in 1999 |                  |                   | 3,282  |                                  |     |                                    | 1,340  |            | 481    |       | 5,103 
|Reversals in 1999           |                  |                   | (532   | )                                |     |                                    |        |            | (461   | )     | (993  
|                            |                  |                   |        |                                  |      |                                    |        |            |        |       |       
|                            | Balance 1/1/00   |                   |        | 5,807                            |      |                                   |        |           |        | 1,323 |       
|                            |                  |                   |        |                                  |      |                                    |        |            |        |       |       
|Used in 2000                |                  |                   | (1,031 | )                                |     |                                    | (416   | )          | (320   | )     | (1,767
|Additional accruals in 2000 |                  |                   | 472    |                                  |     |                                    | 416    |            | 215    |       | 1,103 
|Reversals in 2000           |                  |                   |       |                                  |     |                                    |        |            | (569   | )     | (569  
|                            |                  |                   |        |                                  |      |                                    |        |            |        |       |       
|                            | Balance 12/30/00 |                   | $      | 5,248                            |      |                                   |        |           |        | 649   |       
|                            |                  |                   |        |                                  |      |                                    |        |            |        |       |       

---

The
aggregate 1998 special charges included $34.4 million for the abandonment of assets primarily related to an information system project. Also included in abandoned assets is
$1.3 million in unamortized purchased packaging design costs, related to a private label product line that was redesigned.

The
remainder of the special charges consisted of a $10.5 million provision which primarily included $8.2 million related to asset impairment of ten owned retail stores
and $2.1 million to write off the Company's equity investment in a joint venture with an independent retailer it continues to service.

The
impact of suspending depreciation on assets to be disposed of is not material. At December 30, 2000, special charge accruals have been included in accrued expenses on the
balance sheet.

1997 Charges

In 1997, the Company recorded special charges totaling $31.3 million impacting the Company's food distribution and retail segments, as well as the
produce grocery and marketing segment which was sold in 1999. All actions contemplated by the 1997 plan have been implemented.

At
January 1, 2000, the Company reported remaining accruals of $3.0 million and $1.1 million related to food distribution and retail operations, respectively,
included in the 1997 special charges. During 2000, the Company utilized $2.6 million of the food distribution accruals to primarily cover continuing lease costs related to certain closed
distribution centers. In addition, costs totaling $.2 million related to closed retail stores were charged to the accrual, while $.2 million in retail accruals were reversed, following
the closing of the final two stores in 2000. At December 30, 2000, $.4 million and $.7 million of special charge accruals, primarily related to lease costs at closed locations,
remain for food distribution and retail segments, respectively.

At
December 30, 2000, special charge accruals have been included in accrued expenses on the balance sheet.

27

---

(4) Accounts and Notes Receivable

Accounts and notes receivable at the end of fiscal years 2000 and 1999 are comprised of the following components (in thousands):

|                                          |  | 2000 |         | 1999 |        
|----------------------------------------- |  | ---- | ------- | ---- | -------
|Customer notes receivable, current        |  | $    | 10,704  |      | 10,010 
|Customer accounts receivable              |  |      | 123,985 |      | 141,955
|Other receivables                         |  |      | 20,942  |      | 24,315 
|Allowance for doubtful accounts           |  |      | (22,639 | )    | (22,214
|                                          |  |      |         |      |        
|Net current accounts and notes receivable |  | $    | 132,992 |      | 154,066
|                                          |  |      |         |      |        
|Long-term customer receivables            |  | $    | 36,177  |      | 23,376 
|Other noncurrent receivables              |  |      | 4,062   |      | 5,552  
|Allowance for doubtful accounts           |  |      | (8,373  | )    | (8,216 
|                                          |  |      |         |      |        
|Net noncurrent receivables                |  | $    | 31,866  |      | 20,712 
|                                          |  |      |         |      |        

Operating
results include bad debt expense totaling $7.4 million, $4.4 million and $10.6 million during fiscal years 2000, 1999 and 1998, respectively.

On
December 29, 1997, a Receivable Purchase Agreement (the "Agreement") was executed by the Company, Nash Finch Funding Corporation (NFFC), a wholly-owned,
non-consolidated subsidiary of the Company, and a certain third party purchaser ("the Purchaser"). The agreement is a five-year, $50 million revolving receivable
purchase facility allowing the Company to sell receivables to NFFC, and NFFC to sell, from time to time, a variable undivided interest in these receivables to the purchaser.
The Company records the sale of receivables to NFFC at fair value based upon estimated future cash flows from the securitized receivables. The amount recognized by the Company for the year ended
December 30, 2000 was not material. NFFC maintains a variable undivided interest in these receivables and is subject to losses on its share of the receivables and accordingly, maintains an
allowance for doubtful accounts. The Company sold $527.6 million and $542.8 million of receivables to NFFC during 2000 and 1999, respectively. As of December 30, 2000 and
January 1, 1999, the Company had sold $41.2 million and $50.5 million, respectively, of accounts receivable on a non-recourse basis to NFFC. NFFC sold
$33.9 million and $41.8 million of its undivided interest in such receivables to the Purchaser in 2000 and 1999, respectively, subject to specified collateral requirements.

In
1995, the Company had entered into an agreement with a financial institution which allowed the Company to sell on a revolving basis customer notes receivable with recourse. The
remaining balances of such sold notes receivable totaled $1.0 million and $1.7 million at December 30, 2000 and January 1, 2000, respectively. The Company is contingently
liable should these notes become uncollectible.

Substantially
all notes receivable are based on floating interest rates which adjust to changes in market rates. As a result, the carrying value of notes receivable approximates
market value.

(5) Long-term Debt and Credit Facilities

Long-term debt at the end of the fiscal years 2000 and 1999 is summarized as follows (in thousands):

|                                                                                       |  | 2000 |         | 1999
|-------------------------------------------------------------------------------------- |  | ---- | ------- | ----
|Revolving credit                                                                       |  | $    | 27,300  |     
|Term loan 8.375% due in 2005                                                           |  |      | 100,000 |     
|Senior subordinated debt, 8.5% due in 2008                                             |  |      | 164,046 |     
|Industrial development bonds, 4.4% to 7.5% due in various installments
through 2009    |  |      | 9,430   |     
|Term loan, 9.55% due in 2001                                                           |  |      | 1,250   |     
|Notes payable and mortgage notes, 3% to 11.5% due in various installments through 2003 |  |      | 9,386   |     
|                                                                                       |  |      |         |     
|                                                                                       |  |      | 311,412 |     
|Less current maturities                                                                |  |      | 2,794   |     
|                                                                                       |  |      |         |     
|                                                                                       |  | $    | 308,618 |     
|                                                                                       |  |      |         |     

28

---

On
December 19, 2000, the Company completed the refinancing of a revolving credit facility. The new credit agreement has a five-year term and provides a $100 million
term loan and $150 million in revolving credit. Borrowings under the credit facility bear interest at Eurodollar rate plus 2.0% during an initial period, and at the option of the Company,
either at Eurodollar or prime rate plus an applicable margin thereafter. In addition, the credit agreement requires a commitment commission on the unused portion of the revolving loan not to exceed
 .5% per annum.

The
new agreement contains financial covenants which, among other matters, require the Company to maintain predetermined ratio levels related to interest coverage, fixed charges,
leverage and working capital. The refinancing resulted in the write-off of deferred financing costs, associated with the previous facility, which have been classified as an extraordinary
charge of $.4 million, or $.03 per share, net of tax benefit of $.2 million.

In
1998, in conjunction with a $165.0 million senior subordinated debt offering, the Company prepaid $106.3 million of senior notes, and paid prepayment premiums and
wrote off related deferred financing costs totaling $9.5 million. This transaction resulted in an extraordinary charge of $5.6 million, or $.49 per share, net of income tax benefits of
$3.9 million.

At
the end of fiscal 2000, the Company had one swap agreement in effect to manage interest rates on a portion of its long-term debt. The agreement, which expires in
December 2001, is based on a notional amount of $125.0 million and calls for an exchange of interest payments with the Company receiving payments based on a London Interbank Offered Rate
(LIBOR) floating rate, and making payments based on a fixed rate of 6.37%, without an exchange of the notional amount upon which the payments are based. The differential to be paid or received from
the counter-party as interest rates change is included in other current assets or liabilities, with the corresponding amount accrued and recognized as an adjustment of interest expense related to the
debt.

The
fair value of the swap agreement is not recognized in the financial statements. Gains and losses on terminations of interest-rate swap agreements are deferred as an
adjustment to the carrying amount of the outstanding debt and amortized as an adjustment to the interest expense related to the debt over the remaining term of the original contract life of the
terminated swap agreement. In the event of the early extinguishment of a designated debt obligation, any realized or unrealized gain or loss from the swap would be recognized in income coincident with
the extinguishment.

Any
swap agreements that are not designated with outstanding debt are recorded as an asset or liability at fair value, with changes in fair value recorded in other income or expense.

The
Company has outstanding letters of credit in the amounts of $17.5 million and $15.5 million at December 30, 2000 and January 1, 2000, respectively,
primarily supporting workers' compensation obligations.

At
December 30, 2000, land in the amount of $3.4 million and buildings and other assets with a depreciated cost of approximately $10.8 million are pledged to
secure outstanding mortgage notes and obligations under issues of industrial development bonds. In addition, borrowings under the new credit agreement are collaterized by a security interest in
substantially all remaining assets not pledged under other debt agreements, including those of wholly owned subsidiaries.

Aggregate
annual maturities of long-term debt for the five fiscal years after December 30, 2000 are as follows (in thousands):

2001

$
2,7942002


2,4122003


3,9342004


7442005


128,0782006 and thereafter

$
173,450


Interest
paid was $34.5 million, $31.1 million and $29.6 million for fiscal years 2000, 1999 and 1998, respectively.

Based
on borrowing rates currently available to the Company for long-term financing with similar terms and average maturities, the fair value of long-term
debt, including current maturities, utilizing discounted cash flows is $267.6 million.

29

---

(6) Income Taxes

Income tax expense (benefit) related to continuing operations is made up of the following components (in thousands):

2000

1999

1998Current:Federal

$
5,490

3,698

6,048State


1,091

795

1,060Tax credits


(7
)
(18
)
Deferred:


5,085

6,741

(25,945
)Total

$
11,659

11,216

(18,837
)


Total
income tax expense (benefit) for the fiscal years 2000, 1999 and 1998 was $11.4 million, $14.8 million and $(33.2) million respectively, allocated as follows: (in
thousands)

2000

1999

1998Income from continuing operations

$
11,659

11,216

(18,837
)Discontinued operations




3,587

(10,407
)Extraordinary item


(271
)


(3,951
)Total income tax expense (benefit)

$
11,388

14,803

(33,195
)


Income
tax expense from continuing operations differed from amounts computed by applying the federal income tax rate to pre-tax income as a result of the following:

2000

1999

1998Federal statutory tax rate

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

4.2

4.5

(2.0
)Dividends received deduction





(0.4
)Non-deductible goodwill

3.7

2.8

0.9Adjustment to other income tax accruals





3.9Other net

(.5
)
0.1

0.4Effective tax rate

42.4
%
42.4
%
(32.2
)%


Income
taxes refunded were $(.4) million, $(.9) million and $(4.4) million during fiscal years 2000, 1999 and 1998, respectively.

The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 30, 2000, January 1,
2000, and January 2, 1999, are presented below (in thousands):

2000

1999

1998Deferred tax assets:Inventories

$
2,794

2,973

2,963Provision for obligations to be settled in future periods


28,518

29,964

25,225Discontinued operations






10,587Closed locations


7,274

10,819

18,168Other


758

528

1,782Total deferred tax assets


39,344

44,284

58,725Deferred tax liabilities:Depreciation and amortization


4,958

3,329

457Acquired asset adjustments for fair values


7,171

9,503

7,686Accelerated tax deductions


386

2,287

2,260Other


407

239

96Total deferred tax liabilities


12,922

15,358

10,499Net deferred tax asset

$
26,422

28,926

48,226


30

---

Temporary
differences for obligations to be settled in the future consist of deferred compensation, vacation, health benefits and other expenses which are not deductible for tax
purposes until paid.

The
Company has determined a valuation allowance for the net deferred tax asset is not required since it is more likely than not the deferred tax asset will be realized through future
reversals of existing taxable temporary differences, future taxable income and tax planning strategies.

(7) Stock Rights and Options

Under the Company's 1996 Stockholder Rights Plan, one right is attached to each outstanding share of common stock. Each right entitles the holder to purchase,
under certain conditions, one-half share of common stock at a price of $30.00 ($60.00 per full share). The rights are not yet exercisable and no separate rights certificates have been
distributed. All rights expire on March 31, 2006.

The
rights become exercisable 20 days after a "flip-in event" has occurred or 10 business days (subject to extension) after a person or group makes a tender offer
for 15% or more of the Company's outstanding common stock. A flip-in event would occur if a person or group acquires (1) 15% of the Company's outstanding common stock, or
(2) an ownership level set by the Board of Directors at less than 15% if the person or group is deemed by the Board of Directors to have interests adverse to those of the Company and its
stockholders. The rights may be redeemed by the Company at any time prior to the occurrence of a flip-in event at $.01 per right. The power to redeem may be reinstated within
20 days after a flip-in event occurs if the cause of the occurrence is removed.

Upon
the rights becoming exercisable, subject to certain adjustments or alternatives, each right would entitle the holder (other than the acquiring person or group, whose rights
become void) to purchase a number of shares of the Company's common stock having a market value of twice the exercise price of the right. If the Company is involved in a merger or other business
combination, or certain other events occur, each right would entitle the holder to purchase common shares of the acquiring company having a market value of twice the exercise price of the right.
Within 30 days after the rights become exercisable following a flip-in event, the Board of Directors may exchange shares of Company common stock or cash or other property for
exercisable rights.

The
Company follows APB 25 and related interpretations in accounting for its employee stock options. Under APB 25, when the exercise price of employee stock options equals the market
price of the underlying stock on the date of the grant, no compensation expense is recognized.

The
Company has four stock incentive plans under which incentive stock options, non-qualified stock options and other forms of incentive stock awards have been, or may be,
granted primarily to key employees and non-employee members of the Board of Directors. Under these plans, outstanding stock options to purchase shares of the Company's common stock,
including incentive stock options and non-qualified stock options, have been granted at exercise prices which are not less than 100% of fair
market value at date of grant and are exercisable over terms which may not exceed 10 years from the date of grant. At December 30, 2000, 718,103 shares were reserved for the granting of
future awards, including stock options, under these plans.

In
1996, certain members of management exercised rights to purchase restricted stock from the Company at a 25% discount to fair market value. The purchase required a minimum 10%
payment in cash with the remaining balance evidenced by a five-year promissory note to the Company. Unearned compensation equivalent to the excess of market value of these shares purchased
over the price paid by the recipient at the date of grant, and the unpaid balance of the promissory note, have each been recorded in stockholders' equity.

31

---

Changes in outstanding options during the three fiscal years ended December 30, 2000 are summarized as follows (in thousands):

Shares

Weighted
Average
Option Price
Per ShareOptions outstanding January 3, 1998

292

$
17.24Exercised

(4
)

16.58Forfeited

(33
)

16.83Granted

255


16.48Options outstanding January 2, 1999

510


16.89Exercised




Forfeited

(165
)

17.27Granted

268


8.54Options outstanding January 1, 2000

613


13.15Exercised




Forfeited

(188
)

9.72Granted

519


9.01Options outstanding December 30, 2000

944

$
11.56Options exercisable at:December 30, 2000

296,100

$
14.12January 1, 2000

207,760


14.62


Remaining
average contractual life of options outstanding at December 30, 2000 was 2.5 years, with exercise prices ranging from $7.25 to $18.88.

The
weighted average fair value of options granted during 2000, 1999 and 1998 are $1.99, $1.67 and $3.41, respectively. The fair value of each option grant is estimated as of the date
of grant using the Black-Scholes single option pricing model assuming a weighted average risk-free interest rate of 4.8%, an expected dividend yield of 3.85%, expected lives of two and
one-half years and volatility of 38%. Had compensation expense for stock options been determined based on the fair value method (instead of intrinsic value method) at the grant dates for
awards, the Company's 2000 and 1999 net earnings and earnings per share would have decreased by $.3 million or $.03 per share and $.2 million or $.02 per share, respectively.

(8) Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations (in thousands, except per share amounts):

2000

1999

1998Numerator:Earnings (loss) from continuing operations before extraordinary charge

$
15,840

15,237

(39,581
)Denominator:Denominator for basic earnings per share (weighted-average shares)


11,443

11,333

11,318Effect of dilutive contingent shares


52

76

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


11,495

11,409

11,318Basic earnings (loss) per share from continuing operations

$
1.38

1.35

(3.50
)Diluted earnings (loss) per share from continuing operations

$
1.38

1.34

(3.50
)


32

---

(9) Lease and Other Commitments

A substantial portion of the store and warehouse properties of the Company are leased. The following table summarizes assets under capitalized leases (in
thousands):

2000

1999Buildings and improvements

$
36,993

25,233Less accumulated amortization


(11,348
)
(12,192
)Net assets under capitalized leases

$
25,645

13,041


Total
future minimum sublease rentals related to operating and capital lease obligations as of December 30, 2000 are $114.7 million and $28.5 million,
respectively. Future minimum payments for operating and capital leases have not been reduced by minimum sublease rentals receivable under non-cancelable subleases. At December 30,
2000, future minimum rental payments under non-cancelable leases and subleases are as follows (in thousands):

Operating
leases

Capital
leases2001

$
29,141


6,5022002


26,715


6,4962003


24,423


6,4652004


22,140


6,4252005 and thereafter


114,869


62,588Total minimum lease payments

$
217,288


88,476Less imputed interest (rates ranging from 7.04% to 16.0%)





41,578Present value of net minimum lease payments





46,898Less current maturities





(1,852
)Capitalized lease obligations




$
45,046


Total
rental expense under operating leases for fiscal years 2000, 1999 and 1998 is as follows (in thousands):

2000

1999

1998Total rentals

$
43,431

42,919

44,320Less real estate taxes, insurance and other occupancy costs


(2,692
)
(1,950
)
(2,357
)Minimum rentals


40,739

40,969

41,963Contingent rentals


51

(128
)
(154
)Sublease rentals


(15,575
)
(14,972
)
(16,358
)$
25,215

25,869

25,451


Most
of the Company's leases provide that the Company pay real estate taxes, insurance and other occupancy costs applicable to the leased premises. Contingent rentals are determined
on the basis of a percentage of sales in excess of stipulated minimums for certain store facilities. Operating leases often contain renewal options. Management expects that, in the normal course of
business, leases that expire will be renewed or replaced by other leases.

(10) Concentration of Credit Risk

The Company provides financial assistance in the form of loans to some of its independent retailers for inventories, store fixtures and equipment and store
improvements. Loans are generally secured by liens on real estate, inventory and/or equipment, personal guarantees and other types of collateral, and are generally repayable over a period of five to
seven years. In addition, the Company may guarantee lease and promissory note obligations of retailers.

As
of December 30, 2000, the Company has guaranteed outstanding promissory note obligations of three retailers in the amounts of $10.3 million, $7.9 million and
$4.4 million, respectively. The

33

---

Company has guaranteed certain lease and promissory note obligations of retailers aggregating approximately $30.7 million.

The
Company establishes allowances for doubtful accounts based upon the credit risk of specific customers, historical trends and other information. The Company believes that adequate
provisions have been recorded for any doubtful accounts.

(11) Long-Term Compensation Plans

The Company has a profit sharing plan covering substantially all employees meeting specified requirements. Contributions, determined by the Board of Directors,
are made to a noncontributory profit sharing trust based on profit performances. Profit sharing expense for 2000, 1999 and 1998 was $3.3 million, $3.6 million and $3.9 million,
respectively.

Certain
officers and key employees are participants in a deferred compensation plan providing fixed benefits payable in equal monthly installments upon retirement. Annual
contributions to the deferred compensation plan, which are based on Company performance, were expensed. The Company made no contributions in 2000 and 1998, but contributed $.4 million to the
plan in 1999. Effective as of January 1, 2000, the plan was amended to provide that no participants would be selected, and no contributions would be made, for years beginning after
December 31, 1999.

Effective
as of January 1, 2000, the Company adopted a Supplemental Executive Retirement Plan ("SERP") for certain key employees and executive officers. Participants are
selected annually. On the last day of the calendar year, each participant's SERP account is credited with an amount equal to 20% of the base salary for the year. Active participants in the deferred
compensation plan at December 31, 1999, could elect to have amounts credited to their SERP account. Benefits payable under the SERP vest upon attaining age 65, and at age 60 for participants
who have chosen conversion of their deferred compensation plan as to the amount converted. Compensation expense related to the plan was $.5 million in 2000.

(12) Pension and Other Post-retirement Benefits

The Company has a qualified non-contributory retirement plan to provide retirement income for certain eligible full-time employees who
are not covered by a union retirement plan. Pension benefits under the plan are based on length of service and compensation. The Company contributes amounts necessary to meet minimum funding
requirements. During 1997, the Company formalized a curtailment plan affecting all participants under the age of 55. All employees impacted by the curtailment were transferred into the Company's
existing defined contribution plan effective January 1, 1998.

The
Company provides certain health care benefits for retired employees not subject to collective bargaining agreements. Employees become eligible for those benefits when they reach
normal
retirement age and meet minimum age and service requirements. Health care benefits for retirees are provided under a self-insured program administered by an insurance company.

The
estimated future cost of providing post-retirement health costs is accrued over the active service life of the employees. The following table sets forth the benefit
obligations of post-retirement benefits and the funded status of the curtailed pension plan.

34

---

The actuarial present value of benefit obligations and funded plan status of December 30, 2000 and January 1, 2000 were (in thousands):

|                                               |  | Pension Benefits |         | Other Benefits |        
|---------------------------------------------- |  | ---------------- | ------- | -------------- | -------
|
|Benefit obligation at beginning of year        |  | $                | (33,595 | )              | (39,586
|Service cost                                   |  |                  | (92     | )              | (144   
|Interest cost                                  |  |                  | (2,675  | )              | (2,591 
|Amendment                                      |  |                  |        |                |       
|Participant contributions                      |  |                  |        |                |       
|Actuarial (loss) gain                          |  |                  | (1,889  | )              | 6,342  
|Benefits paid                                  |  |                  | 2,617   |                | 2,384  
|                                               |  |                  |         |                |        
|Benefit obligation at end of year              |  | $                | (35,634 | )              | (33,595
|Change in plan assets                          |  |                  |         |                |        
|Fair value of plan assets at beginning of year |  |                  | 40,740  |                | 39,220 
|Actual return on plan assets                   |  |                  | 674     |                | 3,904  
|Contributions to plan                          |  |                  | 2       |                |       
|Benefits paid                                  |  |                  | (2,617  | )              | (2,384 
|                                               |  |                  |         |                |        
|Fair value of plan assets at end of year       |  | $                | 38,799  |                | 40,740 
|                                               |  |                  |         |                |        
|Funded status                                  |  |                  | 3,165   |                | 7,145  
|Unrecognized actuarial loss (gain)             |  |                  | (260    | )              | (4,398 
|Unrecognized transition obligation             |  |                  |        |                |       
|Unrecognized prior service cost                |  |                  | (105    | )              | (121   
|                                               |  |                  |         |                |        
|Prepaid (accrued) benefit cost                 |  | $                | 2,800   |                | 2,626  
|                                               |  |                  |         |                |        

|                                                     |  | Pension Benefits |  | Other Benefits
|---------------------------------------------------- |  | ---------------- |  | --------------
|
|Weighted-average assumptions as of December 30, 2000 |  |                  |  |               
|Discounted rate                                      |  | 7.75%            |  | 8.25%         
|Expected return on plan assets                       |  | 8.00%            |  | 8.00%         
|Rate of compensation increase                        |  | 5.00%            |  | 5.00%         

The
aggregate costs for the Company's retirement benefits included the following components (in thousands):

Components of net periodic benefit cost (income)

|                                                   |  | Pension Benefits |        | Other Benefits
|-------------------------------------------------- |  | ---------------- | ------ | --------------
|
|Service cost                                       |  | $                | 92     |               
|Interest cost                                      |  |                  | 2,675  |               
|Expected return on plan assets                     |  |                  | (2,900 | )             
|Amortization of prior service costs                |  |                  | (15    | )             
|Amortization of unrecognized transition obligation |  |                  |       |               
|Amortization of unrecognized net gain (loss)       |  |                  | (24    | )             
|                                                   |  |                  |        |               
|Net periodic benefit cost (income)                 |  | $                | (172   | )             
|                                                   |  |                  |        |               

Assumed
health care cost trend rates have a significant effect on the 2000 amounts reported for the health care plans. The assumed annual rate of future increases in per capita cost
of health care benefits was 8.0% in fiscal 2000 declining gradually to 5.5% in 2005 and thereafter. A one-percentage point change in assumed health care cost trend rates would have the
following effects (in thousands):

|                                                        |  | 1%
Increase |       | 1%
Decrease |       
|------------------------------------------------------- |  | ----------- | ----- | ----------- | ------
|Effect on total of service and interest cost components |  | $           | 462   |             | (368  
|Effect on post-retirement benefit obligation            |  |             | 3,431 |             | (2,786

35

---

Approximately
3.8% of the Company's employees are covered by collectively-bargained, multi-employer pension plans. Contributions are determined in accordance with the provisions of
negotiated union contracts and are generally based on the number of hours worked. The Company does not have the information available to determine its share of the accumulated plan benefits or net
assets available for benefits under the multi-employer plans. Amounts contributed to those plans during 2000, 1999 and 1998 were $2.3 million, $2.5 million and $2.9 million,
respectively.

(13) Segment Information

The Company and its subsidiaries sell and distribute products that are typically found in supermarkets. The Company has three reportable operating segments.
The Company's food distribution segment consists of 15 distribution centers that sell to independently operated retail food stores, 118 corporately operated retail food stores, and institutional
customers. The retail segment consists of corporately operated stores that sell directly to the consumer. The military distribution segment consists of two distribution centers that sell products to
military commissaries.

Information
presented below relates only to results of continuing segments. The Company evaluates performance and allocates resources based on profit or loss before income taxes,
general corporate expenses, interest and earnings from equity investments. The accounting policies of the reportable segments are the same as those described in the summary of accounting policies
except the Company accounts for inventory on a FIFO basis at the segment level compared to a LIFO basis at the consolidated level.

Inter-segment
sales and transfers are recorded on a cost plus markup basis. For segment financial reporting purposes, a portion of the operational profits of wholesale distribution
centers are allocated to retail operations to the extent that merchandise is purchased by these distribution centers and transferred to retail stores directly operated by the Company. For fiscal 2000,
36% of such warehouse operational profits were allocated to retail operations compared to 24% and 21% in 1999 and 1998, respectively. Prior year's segment information has been restated to reflect a
change in the method of allocating marketing revenues, as well as to allocate the military management fee to the military segment.

36

---

Schedules

|Year End December 30, 2000
(in thousands)          |  | Food Distribution |           | Retail |           | Military |         | All Other1 |       | Totals |          
|-------------------------------------------------- |  | ----------------- | --------- | ------ | --------- | -------- | ------- | ---------- | ----- | ------ | ---------
|Revenue from external customers                    |  | $                 | 1,993,356 |        | 1,029,955 |          | 972,484 |            | 5,130 |        | 4,000,925
|Inter-segment revenue                              |  |                   | 580,503   |        |          |          |        |            | 3,713 |        | 584,216  
|Interest revenue                                   |  |                   | (2,724    | )      | (349      | )        |        |            |      |        | (3,073   
|Interest expense (includes capital lease interest) |  |                   | 2,502     |        | 748       |          |        |            |      |        | 3,250    
|Depreciation expense                               |  |                   | 14,562    |        | 12,263    |          | 1,888   |            | 429   |        | 29,142   
|Segment profit (loss)                              |  |                   | 47,819    |        | 33,290    |          | 21,588  |            | (36   | )      | 102,661  
|Assets                                             |  |                   | 401,990   |        | 164,202   |          | 137,155 |            | 2,418 |        | 705,765  
|Expenditures for long-lived assets                 |  |                   | 10,467    |        | 33,931    |          | 875     |            | 806   |        | 46,079   

|Year End January 1, 2000
(in thousands)            |  | Food Distribution |           | Retail |         | Military |         | All Other1 |       | Totals |          
|-------------------------------------------------- |  | ----------------- | --------- | ------ | ------- | -------- | ------- | ---------- | ----- | ------ | ---------
|Revenue from external customers                    |  | $                 | 2,280,912 |        | 856,551 |          | 963,304 |            | 4,698 |        | 4,105,465
|Inter-segment revenue                              |  |                   | 505,976   |        |        |          |        |            | 4,457 |        | 510,433  
|Interest revenue                                   |  |                   | (3,050    | )      | (229    | )        |        |            | 1     |        | (3,278   
|Interest expense (includes capital lease interest) |  |                   | 2,611     |        | 596     |          |        |            |      |        | 3,207    
|Depreciation expense                               |  |                   | 15,508    |        | 9,061   |          | 2,077   |            | 385   |        | 27,031   
|Segment profit (loss)                              |  |                   | 42,472    |        | 18,038  |          | 20,736  |            | (368  | )      | 80,878   
|Assets                                             |  |                   | 417,199   |        | 144,890 |          | 140,667 |            | 2,786 |        | 705,542  
|Expenditures for long-lived assets                 |  |                   | 12,696    |        | 26,123  |          | 680     |            | 8     |        | 39,507   

|Year End January 2, 1999
(in thousands)            |  | Food Distribution |           | Retail |         | Military |         | All Other1 |       | Totals |          
|-------------------------------------------------- |  | ----------------- | --------- | ------ | ------- | -------- | ------- | ---------- | ----- | ------ | ---------
|Revenue from external customers                    |  | $                 | 2,491,736 |        | 738,018 |          | 916,819 |            | 3,004 |        | 4,149,577
|Inter-segment revenue                              |  |                   | 443,061   |        |        |          |        |            | 2,628 |        | 445,689  
|Interest revenue                                   |  |                   | (3,431    | )      | (37     | )        |        |            |      |        | (3,468   
|Interest expense (includes capital lease interest) |  |                   | 2,910     |        | 15      |          |        |            |      |        | 2,925    
|Depreciation expense                               |  |                   | 17,916    |        | 9,794   |          | 2,250   |            | 119   |        | 30,079   
|Segment profit (loss)                              |  |                   | 46,195    |        | 7,904   |          | 19,566  |            | (205  | )      | 73,460   
|Assets                                             |  |                   | 460,996   |        | 96,765  |          | 139,388 |            | 2,553 |        | 699,702  
|Expenditures for long-lived assets                 |  |                   | 7,987     |        | 9,327   |          | 1,550   |            | 4     |        | 18,868   

---

37

---

Reconciliation (In thousands)

|                                                      |                                | 2000                        |           | 1999    |           | 1998    |          
|----------------------------------------------------- | ------------------------------ | --------------------------- | --------- | ------- | --------- | ------- | ---------
|Revenues                                              |                                |                             |           |         |           |         |          
|Total external revenue for segments                   |                                | $                           | 4,000,925 |         | 4,105,465 |         | 4,149,577
|Inter-segment revenue from reportable segments        |                                |                             | 584,216   |         | 510,433   |         | 445,689  
|Unallocated amounts                                   |                                |                             | 14,616    |         | 17,748    |         | 10,434   
|Elimination of inter-segment revenue                  |                                |                             | (584,216  | )       | (510,433  | )       | (445,689 
|                                                      |                                |                             |           |         |           |         |          
|                                                      |                                | Total consolidated revenues |           | $       | 4,015,541 |         | 4,123,213
|                                                      |                                |                             |           |         |           |         |          
|Profit or Loss                                        |                                |                             |           |         |           |         |          
|Total profit for segments                             |                                | $                           | 102,661   |         | 80,878    |         | 73,460   
|Unallocated amounts:                                  |                                |                             |           |         |           |         |          
|                                                      | Adjustment of LIFO reserve     |                             |           | 1,092   |           | 859     |          
|                                                      | Unallocated corporate overhead |                             |           | (76,254 | )         | (62,329 | )        
|                                                      | Special charges                |                             |           |        |           | 7,045   |          
|                                                      |                                |                             |           |         |           |         |          
|Income from continuing operations before income taxes |                                | $                           | 27,499    |         | 26,453    |         | (58,418  
|                                                      |                                |                             |           |         |           |         |          
|Assets                                                |                                |                             |           |         |           |         |          
|Total assets for segments                             |                                | $                           | 705,765   |         | 705,542   |         | 699,702  
|Assets of a discontinued operation                    |                                |                             |          |         |          |         | 30,236   
|Unallocated corporate assets                          |                                |                             | 226,959   |         | 206,557   |         | 180,273  
|Accumulated LIFO reserves                             |                                |                             | (45,092   | )       | (46,184   | )       | (47,043  
|Elimination of intercompany receivables               |                                |                             | (6,804    | )       | (3,472    | )       | (30,106  
|Other elimination                                     |                                |                             |          |         |          |         | 33       
|                                                      |                                |                             |           |         |           |         |          
|                                                      |                                | Total consolidated assets   |           | $       | 880,828   |         | 862,443  
|                                                      |                                |                             |           |         |           |         |          

Other Significant Items2000

|                                   |  | Segment
Totals |        | Adjustments |        | Consolidated
Totals
|---------------------------------- |  | -------------- | ------ | ----------- | ------ | -------------------
|Depreciation                       |  | $              | 29,142 |             | 17,343 |                    
|Interest revenue                   |  |                | 3,073  |             | 1,502  |                    
|Interest expense                   |  |                | 3,250  |             | 30,767 |                    
|Expenditures for long-lived assets |  |                | 46,079 |             | 7,987  |                    

Other Significant Items1999

|                                   |  | Segment
Totals |        | Adjustments |        | Consolidated
Totals
|---------------------------------- |  | -------------- | ------ | ----------- | ------ | -------------------
|Depreciation                       |  | $              | 27,031 |             | 15,588 |                    
|Interest revenue                   |  |                | 3,278  |             | 2,029  |                    
|Interest expense                   |  |                | 3,207  |             | 28,006 |                    
|Expenditures for long-lived assets |  |                | 39,507 |             | 12,775 |                    

Other Significant Items1998

|                                   |  | Segment
Totals |        | Adjustments |        | Consolidated
Totals
|---------------------------------- |  | -------------- | ------ | ----------- | ------ | -------------------
|Depreciation                       |  | $              | 30,079 |             | 15,985 |                    
|Interest revenue                   |  |                | 3,468  |             | 1,358  |                    
|Interest expense                   |  |                | 2,925  |             | 26,109 |                    
|Expenditures for long-lived assets |  |                | 18,868 |             | 33,862 |                    

38

---

The reconciling items to adjust expenditures for depreciation, interest revenue, interest expense and expenditures for long-lived assets are for unallocated general
corporate activities. All revenues are attributed to and all assets are held in the United States. The Company's market areas are in the Midwest, Mid-Atlantic and Southeast United States.

(14) Sale of Subsidiaries

On July 31, 1999 the Company sold the outstanding stock of its wholly-owned produce growing and marketing subsidiary, Nash-De Camp, to
Agriholding, Inc., of Pebble Beach, California. Nash-De Camp has previously been reported as a discontinued operation following a fourth quarter 1998 decision to sell the
subsidiary.

As
a result of the sale, the Company realized cash proceeds of $17.1 million and recognized an $8.2 million reversal of a $27.5 million provision recorded for the
expected sale at the end of 1998.

On
June 30, 1999 the Company sold its majority interests in Gillette Dairy of the Black Hills, Inc. and Nebraska Dairies, Inc. to Marigold Foods, Inc.
Marigold purchased all of the outstanding shares of each company for $15.9 million cash and the Company recognized a pre-tax gain of $3.1 million on the sale recorded as part
of continuing operations.

(15) Subsidiary Guarantees

The following table presents summarized combined financial information for certain wholly owned subsidiaries which guarantee on a full unconditional and joint
and several basis, $165.0 million of senior subordinated notes due May 1, 2008, which were offered and sold by the Company on April 24, 1998:

Summarized
financial information for the year ended December 30, 2000 (in thousands):

Nash
Finch

Guarantor
Subsidiaries

Elimination

ConsolidatedCurrent assets

$
282,800

146,946

3,793

433,539Non-current assets


554,965

106,331

(214,007
)
447,289Current liabilities


293,911

42,764

(11,889
)
324,786Non-current liabilities


334,370

44,944

(7,812
)
371,502Sales and revenues


2,982,339

1,191,017

(157,815
)
4,015,541Operating expenses


2,967,828

1,178,029

(157,815
)
3,988,042Operating profit


14,511

12,988



27,499Net earnings


8,005

7,466



15,471


Summarized
financial information for the year ended January 1, 2000 (in thousands):

Nash
Finch

Guarantor
Subsidiaries

Elimination

ConsolidatedCurrent assets

$
299,524

149,631

16,408

465,563Non-current assets


504,216

102,580

(209,916
)
396,880Current liabilities


275,304

63,513

(11,490
)
327,327Non-current liabilities


327,992

46,498

(12,048
)
362,442Sales and revenues


3,040,840

1,141,533

(59,160
)
4,123,213Operating expenses


3,022,830

1,133,090

(59,160
)
4,096,760Operating profit


16,095

10,358



26,453Net earnings


13,837

5,966



19,803


Summarized
financial information for year ended January 3, 1999 (in thousands):

Nash
Finch

Guarantor
Subsidiaries

Elimination

ConsolidatedSales and revenues

$
3,103,002

1,060,331

(3,322
)
4,160,011Operating expenses


3,165,361

1,056,390

(3,322
)
4,218,429Operating profit (loss)


(67,091
)
8,673



(58,418
)Net earnings (loss)


(63,107
)
1,470



(61,637
)


Non-guarantor
subsidiaries, all of which are wholly owned, are inconsequential.

39

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NASH FINCH COMPANY AND SUBSIDIARIES        Quarterly Financial Information (Unaudited)

|A summary of quarterly financial information is presented.
(In thousands per share amounts) |                                                                 |   |         |      |         |     |         |     |         |     |           |     |           |     |         |    
|------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | - | ------- | ---- | ------- | --- | ------- | --- | ------- | --- | --------- | --- | --------- | --- | ------- | ---
|
|
|Net sales and other revenue                                                                 |                                                                 | $ | 892,673 |      | 934,797 |     | 917,662 |     | 935,950 |     | 1,220,468 |     | 1,289,156 |     | 984,738 |    
|Cost of sales                                                                               |                                                                 |   | 789,972 |      | 845,076 |     | 810,554 |     | 841,695 |     | 1,077,562 |     | 1,150,964 |     | 868,428 |    
|Earnings from continuing operations before income taxes and extraordinary charge            |                                                                 |   | 3,910   |      | 2,070   |     | 7,568   |     | 3,943   |     | 6,968     |     | 6,038     |     | 9,053   |    
|Income taxes                                                                                |                                                                 |   | 1,658   |      | 878     |     | 3,209   |     | 1,671   |     | 2,954     |     | 2,561     |     | 3,838   |    
|Net earnings from continuing operations before extraordinary charge                         |                                                                 |   | 2,252   |      | 1,192   |     | 4,359   |     | 2,272   |     | 4,014     |     | 3,477     |     | 5,215   |    
|Earnings from disposal of discontinued operations, net of income tax                        |                                                                 |   |        |      |        |     |        |     |        |     |          |     | 4,566     |     |        |    
|Earnings before extraordinary charge                                                        |                                                                 |   | 2,252   |      | 1,192   |     | 4,359   |     | 2,272   |     | 4,014     |     | 8,043     |     | 5,215   |    
|Extraordinary charge from early extinguishment of debt, net of income tax benefit           |                                                                 |   |        |      |        |     |        |     |        |     |          |     |          |     | 369     |    
|Net earnings                                                                                |                                                                 |   | 2,252   |      | 1,192   |     | 4,359   |     | 2,272   |     | 4,014     |     | 8,043     |     | 4,846   |    
|Percent to sales and revenues                                                               |                                                                 |   | 0.25    |      | 0.13    |     | 0.48    |     | 0.24    |     | 0.33      |     | 0.62      |     | 0.49    |    
|Basic earnings per share                                                                    |                                                                 |   |         |      |         |     |         |     |         |     |           |     |           |     |         |    
|                                                                                            | Earnings from continuing operations before extraordinary charge |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .31 |         | .45
|                                                                                            | Earnings before extraordinary charge                            |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .71 |         | .45
|                                                                                            | Net earnings                                                    |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .71 |         | .42
|Diluted earnings per share                                                                  |                                                                 |   |         |      |         |     |         |     |         |     |           |     |           |     |         |    
|                                                                                            | Earnings from continuing operations before extraordinary charge |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .31 |         | .45
|                                                                                            | Earnings before extraordinary charge                            |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .71 |         | .45
|                                                                                            | Net earnings                                                    |   |         | $.20 |         | .11 |         | .38 |         | .20 |           | .35 |           | .71 |         | .42

40

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A. DIRECTORS OF THE REGISTRANT.

The information under the captions "Election of DirectorsInformation About Directors and Nominees" and "Election of DirectorsOther
Information About Directors and Nominees" in the Company's 2001 Proxy Statement is incorporated herein by reference.

B. EXECUTIVE OFFICERS OF THE REGISTRANT.

Information concerning executive officers of the Company is included in this Report under Item 4A, "Executive Officers of the Registrant".

C. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934.

Information under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's 2001 Proxy Statement is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The information under the captions "Election of DirectorsCompensation of Directors" and "Executive Compensation and Other Benefits" in the
Company's 2001 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in the Company's 2001 Proxy
Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the captions "Election of DirectorsOther Information About Directors and Nominees" and "Certain Transactions" in the
Company's 2001 Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

A. FINANCIAL STATEMENTS.



41

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B. FINANCIAL STATEMENT SCHEDULES.

The following financial statement schedules are included herein and should be read in conjunction with the consolidated financial statements referred to above:



C. EXHIBITS.

The exhibits to this Report are listed in the Exhibit Index on pages 46 to 49 herein.

A
copy of any of these exhibits will be furnished at a reasonable cost to any person who was a stockholder of the Company as of March 26, 2001, upon receipt from any such
person of a written request for any such exhibit. Such request should be sent to Nash Finch Company, 7600 France Avenue South, P.O. Box 355, Minneapolis, Minnesota, 55440-0355,
Attention: Secretary.

The
following is a list of each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K
pursuant to Item 14(c):



42

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D. REPORTS ON FORM 8-K:

No reports on Form 8-K were filed during the fourth quarter of the fiscal year ended December 30, 2000.

43

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Schedule II

NASH FINCH COMPANY and SUBSIDARIES  Valuation and Qualifying Accounts   Fiscal Years ended December 30, 2000, January 1, 2000 and January 2, 1999  (In thousands)

|                                  |                                                             |   |        | Additions |        |        |     |     |     |    
|--------------------------------- | ----------------------------------------------------------- | - | ------ | --------- | ------ | ------ | --- | --- | --- | ---
|
|
|52 weeks ended January 2, 1999:   |                                                             |   |        |           |        |        |     |     |     |    
|                                  | Allowance for doubtful
receivables (c)                      |   | $      | 26,668    |        | 10,637 |     |    |     | 7  
|                                  | Provision for losses relating to leases on closed locations |   |        | 4,317     |        | 4,205  |     |     |     |    
|                                  |                                                             |   |        |           |        |        |     |     |     |    
|                                  |                                                             | $ | 30,985 |           | 14,842 |        |    |     | 7   |    
|                                  |                                                             |   |        |           |        |        |     |     |     |    
|52 weeks ended January 1, 2000:   |                                                             |   |        |           |        |        |     |     |     |    
|                                  | Allowance for doubtful
receivables (c)                      |   | $      | 34,417    |        | 4,388  |     | 280 |     | 268
|                                  | Provision for losses relating to leases on closed locations |   |        | 6,236     |        | 1,915  |     |     |     |    
|                                  |                                                             |   |        |           |        |        |     |     |     |    
|                                  |                                                             | $ | 40,653 |           | 6,303  |        | 280 |     | 268 |    
|                                  |                                                             |   |        |           |        |        |     |     |     |    
|52 weeks ended December 30, 2000: |                                                             |   |        |           |        |        |     |     |     |    
|                                  | Allowance for doubtful
receivables (c)                      |   | $      | 30,430    |        | 7,361  |     |    |     | 23 
|                                  | Provision for losses relating to leases on closed locations |   |        | 5,650     |        | 4,272  |     |    |     |   
|                                  |                                                             |   |        |           |        |        |     |     |     |    
|                                  |                                                             | $ | 36,080 |           | 11,633 |        |    |     | 23  |    
|                                  |                                                             |   |        |           |        |        |     |     |     |    

---

44

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|Dated: March 23, 2001 |  | NASH-FINCH COMPANY
|--------------------- |  | ------------------
|                      |  | By                

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 23, 2001 by the following persons on behalf of the Registrant and in
the capacities indicated.

|/s/RON MARSHALLRon Marshall, President,
Chief Executive Officer (Principal Executive
Officer) and Director |  | /s/LEANNE M. STEWARTLeAnne M. Stewart, Vice President, Corporate Controller and Treasurer (Principal Accounting Officer)
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|/s/ROBERT B. DIMONDRobert B. Dimond, Senior Vice President and Chief Financial Officer                     |  | /s/CAROLE F. BITTERCarole F. Bitter, Director
(Principal Financial Officer)                                             
|/s/JAMES L. DONALDJames L. Donald, Director                                                                |  | /s/RICHARD A. FISHERRichard A. Fisher, Director                                                                         
|/s/JERRY L. FORDJerry L. Ford, Director                                                                    |  | /s/ALLISTER P. GRAHAMAllister P. Graham, Director                                                                       
|John H. Grunewald, Director                                                                                |  | /s/RICHARD G. LAREAURichard G. Lareau, Director                                                                         
|/s/ROBERT F. NASHRobert F. Nash, Director                                                                  |  | /s/JEROME O. RODYSILLJerome O. Rodysill, Director                                                                       
|/s/LAURA STEINLaura Stein, Director                                                                        |  | /s/JOHN E. STOKLEYJohn E. Stokley, Director                                                                             
|/s/WILLIAM R. VOSSWilliam R. Voss, Director                                                                |  |                                                                                                                         

45

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NASH FINCH COMPANY    EXHIBIT INDEX TO ANNUAL REPORT  ON FORM 10-K  For Fiscal Year Ended December 30, 2000

|Item
No. |  | Item                                                                                                                                                                               |  | Method of Filing                                                                                                                                  
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|2.1      |  | Agreement and Plan of Merger dated as of October 8, 1996 among the Company, NFC Acquisition Corporation, and Super Food Services, Inc.                                             |  | Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 22, 1996 (File No. 0-785).                    
|3.1      |  | Restated Certificate of Incorporation of the Company                                                                                                                               |  | Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1985 (File No. 0-785).
|3.2      |  | Amendment to Restated Certificate of Incorporation of the Company, effective May 29, 1986                                                                                          |  | Incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 4, 1986 (File No. 0-785).  
|3.3      |  | Amendment to Restated Certificate of Incorporation of the Company, effective May 15, 1987                                                                                          |  | Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (File No. 33-14871).                                 
|3.4      |  | Bylaws of the Company, as amended effective November 21, 1995                                                                                                                      |  | Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785).
|4.1      |  | Stockholder Rights Agreement, dated February 13, 1996, between the Company and Norwest Bank Minnesota, National Association                                                        |  | Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated February 13, 1996 (File No. 0-785).                      
|4.2      |  | Indenture dated as of April 24, 1998 between the Company, the Guarantors, and U.S. Bank Trust National Association                                                                 |  | Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-4 filed May 22, 1998 (File No. 333-53363).             
|4.3      |  | Form of Company's 8.5% Senior Subordinated Notes due 2008 Series A                                                                                                                 |  | Incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 20, 1998 (File No. 0-785).     
|4.4      |  | Form of Company's 8.5% Senior Subordinated Notes due 2008 Series B                                                                                                                 |  | Incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 20, 1998 (File No. 0-785).     
|4.5      |  | First Supplemental Indenture dated as of June 10, 1999 between the Company, the Subsidiary Guarantors, Erickson's Diversified Corporation and U.S. Bank Trust National Association |  | Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785).  
|         |  |                                                                                                                                                                                    |  |                                                                                                                                                   

46

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|10.1  |  | Credit Agreement dated as of October 8, 1996 among the Company, NFC Acquisition Corp., Harris Trust and Savings Bank, as Administrative Agent, and Bank of Montreal and PNC Bank, N.A., as Co-Syndication Agents ("Credit Agreement") |  | Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 5, 1996 (File No. 0-785).    
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | First Amendment to Credit Agreement dated as of December 18, 1996                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785).
|10.3  |  | Second Amendment to Credit Agreement dated as of November 10, 1997                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998 (File No. 0-785).  
|10.4  |  | Third Amendment to the Credit Agreement dated as of March 24, 1998                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 28, 1998 (File No. 0-785).      
|10.5  |  | Fourth Amendment to the Credit Agreement dated as of February  , 1999                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785).  
|10.6  |  | Fifth Amendment to the Credit Agreement dated as of May 28, 1999                                                                                                                                                                      |  | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended October 9, 1999 (File No. 0-785).     
|10.7  |  | Credit Agreement dated as of December 19, 2000 among the Company, Bankers Trust Company, as administrative agent, and various lenders                                                                                                 |  | Filed herewith.                                                                                                                                     
|10.8  |  | Nash Finch Profit Sharing Plan  1994 Revision and Nash Finch Profit Sharing Trust Agreement (as restated effective January 1, 1994)                                                                                                  |  | Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785).   
|10.9  |  | Nash Finch Profit Sharing Plan  1994 Revision  First Declaration of Amendment                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 0-785). 
|10.10 |  | Nash Finch Profit Sharing Plan  1994 Revision  Second Declaration of Amendment                                                                                                                                                      |  | Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785).
|10.11 |  | Nash Finch Profit Sharing Plan  1994 Revision  Third Declaration of Amendment                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998 (File No. 0-785).  
|10.12 |  | Nash Finch Profit Sharing Plan  1994 Revision  Fourth Declaration of Amendment                                                                                                                                                      |  | Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998 (File No. 0-785).  
|      |  |                                                                                                                                                                                                                                       |  |                                                                                                                                                     

47

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|10.13 |  | Nash Finch Profit Sharing Plan  1994 Revision  Fifth Declaration of Amendment                                                                                                                                            |  | Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998 (File No. 0-785).  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 |  | Nash Finch Profit Sharing Plan  1994 Revision  Sixth Declaration of Amendment                                                                                                                                            |  | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended October 7, 2000 (File No. 0-785).     
|10.15 |  | Nash Finch Profit Sharing Plan  1994 Revision  Seventh Declaration of Amendment                                                                                                                                          |  | Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended October 7, 2000 (File No. 0-785).     
|10.16 |  | Nash Finch Profit Sharing Plan  1994 Revision  Eighth Declaration of Amendment                                                                                                                                           |  | Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended October 7, 2000 (File No. 0-785).     
|10.17 |  | Nash Finch Profit Sharing Plan  1994 Revision  Ninth Declaration of Amendment                                                                                                                                            |  | Filed herewith.                                                                                                                                     
|10.18 |  | Nash Finch Executive Incentive Bonus and Deferred Compensation Plan (as amended and restated effective December 31, 1993)                                                                                                  |  | Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785).   
|10.19 |  | Excerpts from resolutions adopted by the Compensation Committee of the Board of Directors on February 25, 2000 amending the Nash Finch Executive Incentive Bonus and Deferred Compensation Plan effective January 1, 2000. |  | Incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785).  
|10.20 |  | Excerpts from minutes of the November 11, 1986 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended, effective January 2, 1966                                                                  |  | Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1987 (File No. 0-785).   
|10.21 |  | Excerpts from minutes of the November 21, 1995 meeting of the Board of Directors regarding Nash Finch Pension Plan, as amended                                                                                             |  | Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 (File No. 0-785).
|10.22 |  | Excerpts from minutes of the April 9, 1996 meeting of the Board of Directors regarding director compensation                                                                                                               |  | Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785).
|10.23 |  | Excerpts from minutes of the November 19, 1996 meeting of the Board of Directors regarding director compensation                                                                                                           |  | Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1996 (File No. 0-785).
|      |  |                                                                                                                                                                                                                            |  |                                                                                                                                                     

48

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|10.24 |  | Excerpts from minutes of the November 17, 1998 meeting of the Board of Directors regarding director compensation                |  | Incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785).  
|----- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|10.25 |  | Excerpts from minutes of the February 22, 2000 meeting of the Board of Directors regarding director compensation                |  | Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 (File No. 0-785).  
|10.26 |  | Form of Letter Agreement Specifying Benefits in the Event of Termination of Employment Following a Change in Control of Company |  | Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1990 (File No. 0-785).
|10.27 |  | Nash Finch Income Deferral Plan                                                                                                 |  | Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994 (File No. 0-785).  
|10.28 |  | Nash Finch 1994 Stock Incentive Plan, as amended                                                                                |  | Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785).       
|10.29 |  | Nash Finch 2000 10.30 Stock Incentive Plan                                                                                      |  | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785).       
|10.30 |  | Nash Finch 1995 Director Stock Option Plan, as amended                                                                          |  | Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 17, 2000 (File No. 0-785).       
|10.31 |  | Nash Finch 1997 Non-Employee Director Stock Compensation Plan                                                                   |  | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 14, 1997 (File No. 0-785).       
|10.32 |  | Nash Finch 1999 Employee Stock Purchase Plan                                                                                    |  | Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 0-785).  
|10.33 |  | Nash Finch Supplemental Executive Retirement Plan                                                                               |  | Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2000 (File No. 785).    
|21.1  |  | Subsidiaries of the Company                                                                                                     |  | Filed herewith.                                                                                                                                     
|23.1  |  | Consent of Ernst & Young LLP                                                                                                    |  | Filed herewith.                                                                                                                                     
|99.1  |  | Risk Factors                                                                                                                    |  | Filed herewith.                                                                                                                                     

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