<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Twenty-Four Weeks Ended June 18, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-3838
FEDERAL PAPER BOARD COMPANY, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 22-0904830
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (201) 391-1776
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Report on Form 10-Q for the
twenty-four weeks ended June 18, 1994 as set forth in the pages attached
hereto:
Part I Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II Other Information
Exhibit 11 Computation of Earnings (Loss) Per Common Share
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
FEDERAL PAPER BOARD COMPANY, INC.
BY: /s/ QUENTIN J. KENNEDY
Quentin J. Kennedy
Director, Executive Vice President
and Secretary
Date: October 19, 1994
<PAGE>
<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
Restated Restated
June 18, January 1,
In thousands 1994 1994
<S> <C> <C>
ASSETS
Cash $ 297 $ 271
Receivables - net 83,706 52,062
Inventories:
Raw materials 59,973 58,720
Work in process 14,725 15,469
Finished goods 93,622 99,329
Supplies 51,082 51,701
Subtotal 219,402 225,219
Lifo Reserve (2,845) (2,819)
Total inventories 216,557 222,400
Other current assets 32,586 32,392
Total Current Assets 333,146 307,125
Property, plant and equipment 2,731,903 2,666,423
Accumulated depreciation (831,142) (769,869)
Property, plant and equipment - net 1,900,761 1,896,554
Timber and timberlands 189,073 189,674
Goodwill and other intangibles 115,672 118,418
Other assets 51,631 50,132
Total Assets $2,590,283 $2,561,903
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 101,827 $ 90,356
Current portion of long-term debt 54,528 56,148
Short-term bank debt 20,687 25,304
Other current liabilities 103,267 102,335
Total Current Liabilities 280,309 274,143
Long-term debt 991,526 973,825
Other liabilities 90,495 78,872
Deferred tax liability 338,935 342,757
Capital stock 214,162 214,111
Other capital 250,840 249,800
Retained earnings 427,823 432,961
Treasury stock, at cost (3,807) (4,566)
Total Shareholders' Equity 889,018 892,306
Total Liabilities and Shareholders' Equity $2,590,283 $2,561,903
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Restated Restated
For the For the
Twelve Weeks Ended Twenty-Four Weeks Ended
June 18, June 19, June 18, June 19,
In thousands, except per 1994 1993 1994 1993
share amounts
<S> <C> <C> <C> <C>
Net sales $347,976 $329,579 $667,430 $649,423
Costs and expenses:
Cost of products sold 260,391 244,634 506,914 480,308
Depreciation, amortization
and cost of timber harvested 32,932 33,217 65,817 67,056
Selling and administrative expenses 16,351 13,465 31,350 28,697
Interest expense 18,996 20,326 38,838 40,120
Other - net 4,592 26,780 15,236 26,969
Total costs and expenses 333,262 338,422 658,155 643,150
Income (loss) before taxes 14,714 (8,843) 9,275 6,273
Provision for income taxes 2,714 (3,643) 575 2,373
Net income (loss) 12,000 (5,200) 8,700 3,900
Preferred dividend requirements 1,524 1,525 3,049 3,051
Net income (loss) available to
common shares $ 10,476 $ (6,725) $ 5,651 $ 849
Average Common Shares Outstanding:
Assuming no dilution 42,210 41,982 42,192 41,970
Assuming full dilution 42,771 41,982 42,810 42,154
Earnings (Loss) Per Common Share:
Assuming no dilution $.25 $(.16) $.13 $.02
Assuming full dilution $.25 $(.16) $.13 $.02
Dividends Per Common Share $.25 $ .25 $.50 $.50
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Restated
For the Twenty-Four Weeks Ended
June 18, June 19,
In thousands 1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income $ 8,700 $ 3,900
Adjustments to reconcile net income to net
cash provided by operations:
Depreciation, amortization and cost of
timber harvested 65,817 67,056
Deferred income tax provision (2,073) (3,254)
Net loss on financial instrument
transactions 15,717 26,131
Other - net 4,715 (2,834)
Net changes in current assets and liabilities (16,669) (1,053)
NET CASH PROVIDED BY OPERATIONS 76,207 89,946
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (62,538) (57,960)
Net (payments) proceeds on financial
instrument transactions (1,383) (1,765)
Proceeds received on settlement of note
receivable - 10,000
Other (253) 779
NET CASH USED FOR INVESTING ACTIVITIES (64,174) (48,946)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (24,393) (24,288)
Increase in long-term debt 18,471 640
Payments on long-term debt (2,498) (16,013)
Issuance of equity capital 1,143 458
Change in short-term bank debt (4,730) (1,800)
NET CASH USED FOR FINANCING ACTIVITIES (12,007) (41,003)
INCREASE (DECREASE) IN CASH 26 (3)
Cash: Beginning of year 271 280
End of period $ 297 $ 277
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
(Unaudited)
1. The accompanying unaudited interim financial statements have been restated
to reflect revisions in the market valuation of certain financial
instruments for all periods presented. The Company previously accounted
for certain interest rate swap agreements based on settlement accounting
but has now determined that settlement accounting was not an appropriate
method. As a result, these instruments have been marked to market at the
end of each quarter. In addition, the restatement includes a revision in
the market valuation previously recorded for certain foreign currency
instruments. Further information on this restatement can be obtained
from the Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended January 1, 1994. The effects of the restatement on the
Company's financial results are as follows (in thousands, except per share
amounts):
<TABLE>
For the For the
Twelve Weeks Ended Twenty-Four Weeks Ended
June 18, June 19, June 18, June 19,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net income as previously reported $ 8,200 $ 9,800 $11,300 $ 18,900
Adjustment 3,800 (15,000) (2,600) (15,000)
Restated net income (loss) $12,000 $ (5,200) $ 8,700 $ 3,900
Restated earnings (loss) per common share:
Assuming no dilution:
As reported $.16 $ .20 $ .20 $ .38
Adjustment .09 (.36) (.07) (.36)
Restated earnings (loss) per common share $.25 $(.16) $ .13 $ .02
Assuming full dilution:
As reported $.16 $ .20 $ .19 $ .37
Adjustment .09 (.36) (.06) (.35)
Restated earnings (loss) per common share $.25 $(.16) $ .13 $ .02
</TABLE>
2. In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments, of a normal recurring nature,
necessary to present fairly the results for the interim periods presented.
3. Net income (loss) used in the computation of earnings (loss) per common
share assuming no dilution is reduced by preferred dividend requirments.
Earnings (loss) per common share assuming full dilution for all periods
presented, except the second quarter of 1993, excludes the conversion of
the Company's $2.875 convertible preferred stock as the effect is
antidilutive. The second quarter of 1993 excludes the conversion of
the Company's preferred stocks and other common stock equivalents as
the effects are antidilutive.
-5-
<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
(Unaudited)
4. The second quarter 1994 dividend was declared on June 21, 1994 and is
presented in the accompanying Condensed Consolidated Statement of Income
for presentation purposes only.
5. The provision for income taxes for the second quarter of 1994 in the
Condensed Consolidated Statement of Income includes a favorable adjustment
of $3.2 million due to the settlement of prior year tax audits. The
overall effective tax rate for the twenty-four weeks ended June 18, 1994
and June 19, 1993 was 6.2% and 37.8%, respectively. The overall effective
tax rate for the full year 1994 is estimated to be approximately 36.3%.
6. The Company manages certain portions of its exposure to foreign currency
fluctuations through a variety of financial instruments with off-balance-
sheet market risk including foreign currency option and foreign currency
forward contracts. The risk of loss to the Company in the event of
non-performance by any party under these agreements is not significant.
The Company sold certain foreign exchange contracts. The sold nonhedged
contracts outstanding at June 18, 1994 were foreign currency
call option contracts with notional amounts of 60.5 million U.S. dollars
and 15.0 million British pounds; foreign currency put option contracts
with notional amounts of 43.2 million U.S. dollars and 5.0 million
British pounds and forward foreign exchange contracts with notional
amounts of 2.5 million British pounds. The Company purchased certain
foreign exchange contracts. The purchased nonhedged contracts
outstanding at June 18, 1994 were foreign currency call option
contracts with notional amounts of 34.7 million U.S. dolars and foreign
currency put option contracts with notional amounts of 32.0 million
U.S. dollars and 5.0 million British pounds. The Company's market risk
under the agreements discussed above is subject to currency rate
differentials therefore, the value of the Company's instruments change
as currency markets fluctuate. In addition, at June 18, 1994, the
Company had outstanding nonhedged forward foreign exchange contracts
outstanding which it had sold with notional amounts of 15.0 million
U.S. dollars in which the Company's market risk is subject to currency
rate changes of the British pound sterling and the German mark, along
with changes in U.S. and German interest rates. The estimated fair value
of all nonhedged foreign exchange instruments at June 18, 1994 was a loss
of $13.5 million. The Company does not believe any reasonably likely
change in the estimated fair value of these contracts would be material
to its financial condition and results of operations.
The Company has entered into a variety of interest rate swap agreements
to manage the impact of interest rate fluctuations. At June 18, 1994,
the Company had nonhedged interest rate swap agreements outstanding
with a notional principal amount of $340 million. The Company's
market risk under these agreements is primarily subject to changes in
the London Interbank Offered Rate (LIBOR) and various interest rate spreads.
The Company does not believe a reasonably likely change in LIBOR rates
would have a material impact on its financial position and results of
operations. The estimated fair value of these interest rate swap agreements
at June 18, 1994 was a loss of $15.9 million.
-6-
<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (RESTATED)
(Unaudited)
7. Effective January 2, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 112, "Employers' Accounting for
Postemployment Benefits". SFAS No. 112 requires the Company to accrue
for postemployment benefits provided to former or inactive employees,
their beneficiaries and covered dependents after employment but before
retirement. The impact of adopting this Statement was not material to
the Company's financial position and results of operations for the
twenty-four weeks ended June 18, 1994.
-7-
<PAGE>
<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
For the For the
Twelve Weeks Ended Twenty-Four Weeks Ended
June 18, June 19, June 18, June 19,
In thousands 1994 1993 1994 1993
<S> <C> <C> <C> <C>
NET SALES:
Paper, Paperboard and Pulp $232,983 $228,574 $453,407 $449,640
Wood Products 60,117 51,329 118,952 107,439
Converting Operations 80,697 76,894 148,188 145,819
Intersegment Eliminations (25,821) (27,218) (53,117) (53,475)
Total $347,976 $329,579 $667,430 $649,423
INCOME (LOSS) BEFORE TAXES: Restated
Paper, Paperboard and Pulp $ 25,188 $ 25,829 $ 35,794 $ 48,836
Wood Products 16,379 15,991 36,484 34,907
Converting Operations 1,090 113 2,326 69
Intersegment Eliminations 418 523 431 (440)
General Corporate Items - Net (9,365) (30,973) (26,922) (36,979)
Interest Expense (18,996) (20,326) (38,838) (40,120)
Total $ 14,714 $ (8,843) $ 9,275 $ 6,273
</TABLE>
RESULTS OF OPERATIONS :
Paper, Paperboard and Pulp
Overall, results for this segment were mixed with sales increasing and
operating profits decreasing, compared to the prior year. Net sales of
paper, paperboard and pulp increased approximately 2% and 1% compared to
the prior year for the second quarter and year-to-date periods, respectively.
Although sales increased slightly compared to the prior year, significant
changes occurred in most of the product lines which make up this segment.
The increase in sales during the second quarter was primarily due to an
increase in the average selling prices of market pulp and uncoated free-sheet
paper and an increase in shipments of uncoated free-sheet paper partially
offset by a decline in shipments and average selling prices of paperboard.
The year-to-date period was influenced by the same factors along with a
significant increase in shipments of market pulp compared to the prior year.
Operating profits for paper, paperboard and pulp decreased approximately 2%
and 27% compared to the prior year for the second quarter and year-to-date
periods, respectively. The Company's mills operated extremely well during
the second quarter. Production records were set at the Riegelwood,
Inverurie, Sprague and Augusta mills during the second quarter. Most of the
factors which affected first quarter 1994 operating profits have improved
significantly during the most recent quarter. However, the year-to-date
decline in operating profits is primarily attributable to factors which
occurred during the first quarter of this year including weaknesses in
certain segments of the bleached paperboard market, weather related factors
and operating problems which resulted in lost production and higher costs at
our major mills.
-8-
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
Operating results for market pulp increased substantially over both periods
of the prior year reflecting price increases which were implemented during
the first half of this year. This product line returned to marginal
profitability during the quarter and another price increase is scheduled
to be implemented during the third quarter. Demand for this product has
been improving with shipments through the second quarter of 1994 increasing
20% over the comparable period of the prior year.
The bleached paperboard market strengthened during the quarter with an
improvement in order backlogs. Due to improving market conditions, the
Company has announced a price increase on most of its bleached paperboard
grades. For the year-to-date period, the grade mix has begun to change
towards higher margin paperboard. Operating results, despite these improving
market conditions, remained below the prior year but the outlook for the
remainder of 1994 is favorable.
Operating profits for the Company's uncoated free-sheet operation improved
significantly compared to the prior year for the second quarter and
year-to-date periods. A combination of improved average selling prices and
increased shipments in 1994 has increased profits for this product. Improved
market conditions for this product have enabled the Company to implement
three price increases through the second quarter, with a fourth price
increase scheduled for the third quarter.
Operating profits for recycled paperboard increased 4% and decreased 25% for
the year-to-date period and second quarter, respectively. The increase in
operating profits for the year-to-date period is primarily attributable to
increased margins due to improved production efficiencies partially offset
by a 6% decline in the average selling price of recycled paperboard.
Operating profits for the second quarter were negatively affected by
scheduled and unscheduled downtime along with lower average selling prices
compared to the prior year.
Wood Products
The wood products segment achieved higher net sales and operating profits for
the second quarter and year-to-date periods. Market conditions for lumber
have continued to be favorable in 1994, with average selling prices increasing
approximately 4% and 11% compared to the prior year for the second quarter
and year-to-date periods, respectively. The increase in selling price is
primarily attributable to the reduced availability of timber from
government-owned lands in the Pacific Northwest and from unfavorable
weather conditions experienced throughout the country. Shipments of this
product have increased approximately 15% and 3% compared to the prior year
for the second quarter and year-to-date periods, respectively. Demand for
this product is expected to remain favorable for the remainder of the year.
-9-
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
Converting Operations
Net sales for the converting operations increased 5% and 2% compared to the
prior year for the second quarter and year-to-date periods, respectively.
The increase is attributable to an increase in sales by the Company's cup
operations. Shipments of cups increased 13% and 16% for the year-to-date
period and second quarter, respectively, compared to the prior year, however,
lower average selling prices for cups partially offset this increase.
Further offsetting the increase in cup sales is a decrease in sales by the
Company's packaging operations, caused by reduced shipments for the
year-to-date period.
Operating profits for this segment are substantially above the prior year for
both periods presented. The major factor contributing to the increase is
improved earnings from the cup operations. Improved sales coupled with
reduced costs, as a result of cost savings programs which were implemented
throughout the Company's cup operations, were responsible for the increase.
The cost savings realized by the Company's cup operations in 1994 can be
attributed to a reduction in payroll expense due to a salaried payroll
headcount reduction of 8% in 1994; the addition of new machinery to these
operations which have added to production efficiencies and the increased
use of technology which require fewer employees than in prior years.
Slightly, offsetting the increase was a decrease in earnings at the
Company's packaging operations compared to last year.
Interest Expense
Interest expense for both the second quarter and year-to-date period were
lower than the prior year. The major factors contributing to the decreased
costs were a higher level of capitalized interest partially offset by
decreased savings from the Company's interest rate swap agreements.
Capitalized interest increased significantly compared to the prior year due
to higher capital spending on projects qualifying for interest capitalization.
Interest expense for the second quarter of 1994 and 1993 includes $.7 million
and $1.3 million of savings, respectively, from the Company's interest rate
swap agreements. Year-to-date, the interest savings from the Company's
interest rate swap agreements was $.8 million and $3.2 million for 1994 and
1993, respectively.
Other Items
The Company enters into nonhedged off-balance-sheet financial instrument
transactions. The value of these instruments change as currency markets
and interest rates fluctuate, therefore an adjustment of the market value
is recorded. In the second quarter of 1994 and 1993, a pre-tax charge was
recorded associated to nonhedged financial instrument transactions of
$5.1 million and $26.0 million, respectively. On a year-to-date basis,
these costs were $15.7 million and $26.1 million for 1994 and 1993,
respectively. These charges are included in Other-net in the accompanying
Condensed Consolidated Statement of Income.
-10-
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
Income Taxes
The Company's overall effective tax rate for the year-to-date periods of 1994
and 1993 was 6.2% and 37.8%, respectively. During the current quarter, a
favorable tax provision adjustment of $3.2 million was recorded due to the
settlement of prior year tax audits. The overall effective tax rate for
the full year 1994 is expected to be approximately 36.3%.
Accounting Matters
Effective January 2 ,1994, the Company adopted SFAS No. 112 "Employers'
Accounting for Postemployment Benefits". The impact of adopting this
Statement, in 1994, was not material to the Company's financial position and
results of operations.
CAPITAL RESOURCES AND LIQUIDITY :
Cash provided by operations declined 15% compared to the comparable period of
the prior year. The significant reasons for this decline was an increase in
working capital in the current year. The major changes within the components
of working capital were an increase in receivable levels during the first
half of 1994 slightly offset by a decrease in inventory levels. The increase
in receivables during the first half of 1994 is due to an increase in the
average collection period along with increased sales. During the quarter,
the Company sold an additional $5 million of trade accounts receivable under
an existing agreement bringing the amount sold to $88 million at both
June 18, 1994 and January 1, 1994. Improving market conditions for most of
the Company's product lines have caused a reduction in inventory levels from
the end of the prior year.
Cash used for investing activities increased approximately 31% compared to
the prior year. In both periods presented, the majority of cash used for
investing activities was related to capital expenditures. Capital spending
in 1994 and 1993 was predominantly related to a program to expand and
modernize the No. 18 paperboard machine at the Riegelwood mill. Capital
spending in 1994 also includes amounts related to the construction of a new
warehouse for the Company's cup operations. The Company expects capital
expenditures to total approximately $160 million for the year. In addition,
during the second quarter of 1993 the Company settled a $20.5 million
note receivable it had received in 1991 when three folding carton plants
were sold to a group of former employees. In settlement of this receivable,
the Company received cash and preferred stock.
The Company believes it has adequate resources to finance its operations and
future capital spending programs. The Company is a party to two revolving
credit agreements with total commitments of $300 million. At June 18, 1994,
$113 million was outstanding under these agreements. In addition, the
Company has $75 million remaining under a previously filed shelf registration
statement which can be used for future debt financings.
-11-
<PAGE>
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
Future Outlook:
The outlook for the remainder of 1994 is for continued improvement in market
conditions for our major product lines. Selling price increases that have
been implemented for our market pulp and uncoated free-sheet paper products
have enabled the Company to improve profitability in the second quarter.
Future price increases scheduled for the third quarter for bleached
paperboard, market pulp and uncoated free-sheet paper should improve
profitability further for the Company. Demand is expected to improve in the
third quarter and throughout the remainder of the year.
-12-
<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
EXHIBIT INDEX
Exhibit No. Description Page No.
11 Computation of Earnings (Loss) per Common Share 14-15
-13-
<PAGE>
<TABLE>
EXHIBIT 11
FEDERAL PAPER BOARD COMPANY, INC.
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
(Unaudited)
For the For the
Twelve Weeks Ended Twenty-Four Weeks Ended
June 18, June 19, June 18, June 19,
In thousands, except per 1994 1993 1994 1993
share amounts
<S> <C> <C> <C> <C>
Assuming No Dilution:
Net Income (Loss) $12,000 $(5,200) $ 8,700 $ 3,900
(Deduct) Dividends on
Convertible Preferred Stock (1,524) (1,525) (3,049) (3,051)
Net Income (Loss) Available to
Common Shares $10,476 $(6,725) $5,651 $ 849
Actual Weighted Average Number of
Common Shares Outstanding 42,210 41,982 42,192 41,970
Earnings (Loss) Per Common Share
Assuming No Dilution $.25 $(.16) $.13 $.02
Assuming Full Dilution:
Net Income (Loss) $12,000 $(5,200) $ 8,700 $ 3,900
(Deduct) Dividends on
Convertible Preferred Stock (1,509) (1,525) (3,018) (3,051)
Net Income (Loss) Applicable to Common
Shares, Common Equivalent Shares
and Dilutive Securities $10,491 $(6,725) $ 5,682 $ 849
Shares:
Adjusted Weighted Average Number of
Common Shares Outstanding 42,202 41,982 42,187 41,970
Dilutive Common Equivalent Shares
Issuable Under Stock Option Plans 281 (a) 334 184
Common Shares Issuable Upon Conversion
of $1.20 Convertible Preferred Stock 288 (a) 289 (a)
Common Shares Issuable Upon Conversion
of $2.875 Convertible Preferred Stock (a) (a) (a) (a)
Weighted Average Number of Common and
Diluted Common Equivalent Shares
and Dilutive Securities 42,771 41,982 42,810 42,154
Earnings (Loss) Per Common Share
Assuming Full Dilution $.25 $(.16) $.13 $.02
</TABLE>
-14-
<PAGE>
<TABLE>
EXHIBIT 11
(Continued)
FEDERAL PAPER BOARD COMPANY, INC.
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
(Unaudited)
For the For the
Twelve Weeks Ended Twenty-Four Weeks Ended
June 18, June 19, June 18, June 19,
In thousands, except per 1994 1993 1994 1993
share amounts
<S> <C> <C> <C> <C>
Primary Earnings Per Share (b):
Shares:
Weighted Average Number of Common
Shares Outstanding 42,210 41,982 42,192 41,970
Dilutive Common Equivalent Shares
Issuable Under Stock Option Plans 164 (a) 334 184
Weighted Average Number of Common
and Dilutive Common Equivalent Shares 42,374 41,982 42,526 42,154
Primary Earnings (Loss) Per Common Share
Assuming No Dilution from Common
Equivalent Shares $.25 $(.16) $.13 $.02
<FN>
(a) Antidilutive issue.
(b) The calculation of primary earnings per share is presented in accordance
with Securities Exchange Act of 1934 Release No. 9083 although not
required by footnote 3 paragraph 14 of APB Opinion No. 15 because it
results in dilution of less than 3%. Earnings (loss) applicable to
common shares are the same as in the calculation assuming no dilution.
</FN>
</TABLE>
-15-
