Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT:
Media-Kris Sundberg 972-906-8625
Investors-Alan McIntyre 972-906-8126
FLEMING REPORTS 41 PERCENT HIGHER ADJUSTED NET EARNINGS AND
INCREASED COMPANY SALES FOR THIRD QUARTER 2000
7.7 Percent Increase in Distribution Sales
Repositioning Retail Operations into Growth Formats
Dallas, October 18, 2000 - Fleming (NYSE: FLM) announced
today a 41 percent increase in third quarter 2000 adjusted
net earnings to $15.0 million or $0.37 per share, after
adjustments to exclude strategic plan charges and one-time
items, compared to $10.6 million or $0.27 per share in the
third quarter of 1999. The company previously announced an
expected $0.35 per share for the third quarter of 2000.
"We are pleased with our performance in the third quarter
and credit our differentiated strategic plan which builds
competitive distribution advantage and grows our value
retail business," said Mark Hansen, chairman and CEO of
Fleming. "Our distribution segment achieved an impressive
increase in sales from new and existing customer growth."
The company continues to improve operating margins with the
ongoing implementation of its strategic plan including cost
reduction initiatives. "We have exceeded our previous
earnings guidance and, given the tight market conditions,
that's quite an accomplishment," said Hansen.
The company announced earlier this year that it expected
adjusted net earnings for the last half of 2000 to be at
least 30 percent greater than 1999, or $1.52 per share for
the year. The company continues to expect an increase of at
least 30 percent for the fourth quarter of 2000 or $0.52 per
share for the quarter and $1.54 for the year.
Third quarter 2000 net sales increased to $3.28 billion
compared to $3.24 billion for the same period in 1999, a
nominal increase mainly due to the offset of lost sales from
discontinued retail operations. Distribution segment net
sales, however, increased 7.7 percent to $2.59 billion in
the third quarter of 2000 versus $2.40 billion in the same
period of 1999. The distribution sales growth, the highest
gain since second quarter 1995, resulted from new business
from independent retailers and other non-traditional retail
channels. This growth is especially significant as it
occurred while consolidating four and opening two new
distribution centers, establishing the new Customer Support
and Shared Services Centers and implementing the planned
reduction of company owned conventional retail stores.
Adjusted EBITDA for the third quarter 2000 was $106.7
million, or 10.2 percent higher, compared to $96.9 million
for the same period last year. Third quarter adjusted
EBITDA as a percent of sales was 3.25 percent compared to
2.99 percent in the third quarter of 1999. Adjusted EBITDA
is defined as earnings before interest expense, income
taxes, depreciation and amortization, equity investment
results, LIFO and one-time adjustments (i.e., strategic plan
charges).
Strategic plan charges for the third quarter 2000 totaled
$101 million pre-tax, including $16 million of cash-related
charges and $85 million of non-cash charges, most of which
related to the completion of the recent strategic evaluation
of the conventional retail stores (see attached Tables).
Before giving effect to the adjustments, the company
reported a net loss of $45.6 million or $1.17 per share for
the third quarter of 2000.
Segment Results for the Quarter
Distribution net sales increased 7.7 percent to $2.59
billion in the third quarter of 2000 compared to $2.40
billion in the same period in the previous year. Operating
earnings continued to improve with an increase of 13.1
percent to $79.4 million in the third quarter compared to
$70.1 million last year. Operating earnings improved due
primarily to higher sales, operating cost reductions and the
benefits of distribution center consolidation.
"This is now the fourth consecutive quarter with improved
year-over-year distribution sales, which shows continuing
momentum from our strategic initiatives in distribution,"
said Hansen. "Ten distribution center consolidations were
completed since the beginning of 1999 with the establishment
of high volume, super-regional distribution centers which
take advantage of economies of scale and leverage the fixed
costs associated with operating a distribution center."
The distribution segment achieved the 2000 goal of adding
over $1 billion in gross annualized new business in just
three quarters. This is the second year in a row Fleming
has exceeded $1 billion in new business added. Expansion of
convenience store business has been a significant part of
this growth and is supported by the new piece pick
distribution facility recently opened near Chicago. A full
line case pick distribution facility was also opened in
Northeast, Maryland. "This quarters' results are even more
impressive considering they reflect the start up costs
associated with opening these facilities," said Hansen.
"Our focus on the distribution growth strategy continues to
bring favorable results, as evidenced by these sales
results."
Retail segment operating earnings were $19.4 million
compared to $5.5 million in 1999. Retail segment sales of
$693.6 million were down 17.0 percent from last year as a
result primarily of the planned divestiture of under-
performing and non-strategic stores. Same-store-sales
declined by 3.5 percent for the quarter.
Operating expenses for support services of $36.5 million for
the third quarter 2000 were higher, compared to 1999, due
primarily to the continuing consolidation of accounting,
human resources and information technology into the Shared
Services Center and the centralization of national
procurement functions into the new Customer Support Center.
The consolidation and centralization of these functions are
reducing system-wide expenses.
Results for Year-To-Date
Net earnings after excluding the strategic plan charges and
one-time items for the first three quarters of 2000 were
$41.0 million, or $1.03 per share compared to $27.9 million
or $0.72 per share for 1999. On a year-to-date basis,
adjusted net earnings for 2000 were 47 percent higher than
in 1999. For the first three quarters of 2000, Fleming
reported a net loss of $84.8 million or $2.19 per share,
compared to a net loss of $40.9 million or $1.07 per share
for the same period last year. Net sales for the first
three quarters of 2000 were $11.11 billion compared to
$11.05 billion in the same period last year.
Evaluation of Conventional Retail Completed
The review of strategic alternatives for the conventional
retail business was substantially completed in the third
quarter with the decision to reposition certain retail
operations into the Food 4 Less type value retail format.
The Rainbow Foods division has shown significant
improvements in sales and earnings. Consequently, 38 of
these stores will be retained with two converted to the
value retail format and three closed. Fleming is in
discussions to sell 53 ABCO stores to other retailers and
three will be converted to the value retail format. Ten
Sentry stores will be converted to the value retail format
and steps are being taken to sell the remaining 24 to
existing and new distribution customers. The company is
continuing to explore alternatives for the 16 Baker's
Supermarkets. Fleming expects to retain a substantial level
of the distribution business for these operations and
expects to receive approximately $100 million in net cash
proceeds from the sale of ABCO and Sentry stores.
Additionally, the Minneapolis distribution center will be
dedicated to supplying the Rainbow operation, and Minnesota
independent retailer customers will be served from the
LaCrosse and Superior divisions. "This decision will bring
even greater efficiencies of size to the LaCrosse and
Superior divisions and allow the Minneapolis division to
significantly improve productivity and profitability with
reduced SKUs," said Hansen.
Webcast of Third Quarter Results
A teleconference hosted by Mr. Hansen to review third
quarter results will be webcast on Wednesday, October 18,
2000 at 10:00 a.m. CDT. Interested participants may listen
to the conference call over the internet through Investor
Broadcast Networks Vcall website at http//www.vcall.com. To
listen to the live call, go to the website at least 15
minutes early to register, download and install any
necessary audio software. For those who can not listen to
the live broadcast, a replay will be available after the
call.
Fleming is an industry leader in distribution and has a
growing presence in value retailing. Fleming's primary
business is buying and selling merchandise. The company
serves approximately 3,000 supermarkets, 3,000 convenience
stores and nearly 1,000 supercenters, discount, limited
assortment, drug, specialty, e-tailing and other businesses
across the country.
This release, including the attached tables, includes
statements that (a) predict or forecast future events or
results, (b) depend on future events for their accuracy, or
(c) embody projections and assumptions which may prove to
have been inaccurate, including expectations for years 2000
and beyond. The projections were not prepared with a view to
compliance with the guidelines established by the American
Institute of Certified Public Accountants regarding
projections. These projections, forward-looking statements
and the company's business and prospects are subject to a
number of factors which could cause actual results to differ
materially, including: adverse effects of the changing
industry environment and increased competition, sales
declines and loss of customers, disruption caused by
implementation of strategic alternatives regarding
conventional retail, exposure to litigation and other
contingent losses, failure to implement strategic
initiatives according to plan or to achieve the expected
results of such plan, failure of the company to achieve
necessary cost savings, and negative effects of the
company's substantial indebtedness and the limitations
imposed by restrictive covenants contained in the company's
debt instruments. These and other factors are described in
the company's periodic reports available from the Securities
and Exchange Commission.
Fleming Companies, Inc.
Recent Achievements in 2000
Total Company
o 41% increase in third quarter 2000 adjusted net
earnings compared to the previous year, to $0.37 per share,
exceeding the $0.35 per share estimate for the quarter.
o Expect to continue at least a 30 % increase in adjusted
net earnings for the fourth quarter of 2000, or $0.52 per
share for the quarter and $1.54 per share for the year.
Distribution:
o Distribution to new non-traditional customers include:
o Fleming signed a major contract with a leading
convenience food store and gasoline retailer, Clark Retail
Enterprises, Inc. Service began to 693 company-operated
gasoline and convenience stores. Fleming now serves over
3,000 convenience stores and intends to continue penetration
of the 98,000 stores currently comprising the convenience
store industry.
o A new piece pick distribution center was established
near Chicago to supply the Clark Retail convenience store
business.
o Positive net sales growth of 7.7 % for the third
quarter compared to the same period last year. This is the
highest gain since second quarter 1995.
o Over $1 billion in annualized gross new sales through
the first three quarters of 2000, already exceeding the new
sales goal for the entire year.
o Ten distribution center consolidations have been
completed since the beginning of 1999 with the establishment
of high volume, super-regional distribution centers, which
take advantage of economies of scale and leverage the fixed
costs associated with operating a distribution center.
o Distribution operations now consist of 22 case pick
distribution centers and 9 piece pick distribution centers
(3 convenience store and 6 general merchandise and specialty
foods distribution centers).
Retail:
o The administrative consolidation for the company's mid-
west retail chains was completed and over 100 positions were
eliminated.
o One new conventional retail store was opened and 24
were closed/divested in the third quarter. Year-to-date,
four stores were added and 65 stores have been
closed/divested.
o The Yes!Less value retail prototype opened one
additional store in the third quarter in Longview, Texas,
bringing the total to four. Yes!Less stores feature very low
prices for private label grocery products, a broad selection
of low price general merchandise products and a special,
periodic offering of deep discount "wow" specials.
o An agreement was signed to purchase two Food 4 Less
stores, and another store will be opened in November. This
will increase the number of Food 4 Less stores operated to
29 by year end.
o The review of strategic alternatives for the
conventional retail business was substantially completed in
the third quarter with the decision to reposition retail
operations into growth formats.
o The growth of the Food 4 Less division will be
escalated by converting 15 of the conventional retail stores
to this high-performance format. The Rainbow Foods division
has shown significant improvements in sales and earnings.
Consequently, 38 of these stores will be retained with two
converted to the Food 4 Less type format.
o Fleming is in discussions to sell 53 ABCO stores to
other retailers and three will be converted to the Food 4
Less type format.
o Ten Sentry stores will be converted to the Food 4 Less
type format and steps are being taken to sell the remaining
24 stores to existing and new distribution customers.
o The company is continuing to explore the alternatives
for the 16 Baker's Supermarkets.
o Fleming expects to retain a substantial level of the
distribution business for these operations.
o The Minneapolis distribution center will be dedicated
to supplying the Rainbow operation and Minnesota independent
retailer customers will be served from the LaCrosse and
Superior divisions. This will bring even greater
efficiencies of size of these divisions and allow the
Minneapolis division to significantly improve productivity
and profitability with reduced SKUs.
Support Services:
o The Customer Support Center in Dallas is up and
running; the centralization of procurement is on going; and
progress is being made on this important initiative.
o The establishment of the Shared Services Center is well
underway in Oklahoma City and the consolidation of
administrative functions such as accounting and information
technology continues.
Fleming Companies, Inc.
1945 Lakepointe Drive, Box 299013
Lewisville, Texas 75029
www.fleming.com
NEWS RELEASE
<PAGE>
<TABLE>
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Statements of Operations For the 12 weeks ended September 30, 2000, and October 2, 1999
(In thousands, except per share amounts)
2000 1999
<CAPTION>
Reported Adjustments Adjusted Reported Adjustments Adjusted
<F1> <F1>
<S> <C> <C> <C> <C> <C> <C>
Net sales $3,288,102 ($8,327) $3,279,775 $3,243,192 ($5,554) $3,237,638
% change 1.3%
Costs and expenses:
Cost of sales 2,984,788 (10,969) 2,973,819 2,906,749 (2,743) 2,904,006
Selling and administrative 258,103 (14,348) 243,755 291,990 (6,915) 285,075
Interest expense 40,111 40,111 36,987 36,987
Interest income (6,322) (6,322) (7,075) (7,075)
Equity investment results 2,097 (31) 2,066 2,431 (30) 2,401
Impairment/restructuring charge 83,356 (83,356) 0 36,151 (36,151) 0
Total costs and expenses 3,362,133 (108,704) 3,253,429 3,267,233 (45,839) 3,221,394
Income (loss) before taxes (74,031) 100,377 26,346 (24,041) 40,285 16,244
Taxes on income (loss) (28,472) 39,792 11,320 (9,695) 15,311 5,616
Net income (loss) ($45,559) $60,585 $15,026 ($14,346) $24,974 $10,628
Earnings (loss) per share:
Basic ($1.17) $1.56 $0.39 ($0.37) $0.65 $0.28
Diluted ($1.17) $0.37 ($0.37) $0.27
% change 37.0%
Dividends paid per share $0.02 $0.02 $0.02 $0.02
Weighted average shares outstanding:
Basic 38,902 38,902 38,459 38,459
Diluted 38,902 40,364 38,459 39,040
Additional information:
Depreciation/amortization, net of
amounts in interest expense $38,070 ($350) $37,720 $38,546 $38,546
Goodwill amortization
(included above) $4,784 $4,784 $4,697 $4,697
EBITDA <F2> $6,747 $99,996 $106,743 $56,598 $40,285 $96,883
% of sales 3.25% 2.99%
% change 10.2%
--------------
<FN>
<F1>-Adjustments relate to the strategic plan which was announced in December,
1998 and one-time adjustments. One-time adjustments for 2000 include:
an $8.6 million gain from the sale of a facility, $10.2 million in
charges relating to closing certain company-owned retail stores, and
$1.9 million net income from litigation settlements. The tax affect of
these one-time adjustments was an expense of $1.3 million. The one-time
adjustment for 1999 was a gain of $5.6 million from the sale of a
facility with a related tax expense of $2.2 million. All remaining
charges relate to the strategic plan which includes non-cash impairments
of asset values and cash restructuring costs for severance, lease
termination, real estate disposition costs for discontinued
operations and other related expenses.
<F2>-EBITDA is earnings before interest expense, income taxes, depreciation
and amortization, equity investment results, and LIFO charge ($500 in
2000 and $2,675 in 1999).
</FN>
TABLE 1
</TABLE>
<PAGE>
<TABLE>
Fleming Companies, Inc. (NYSE: FLM)
Segment Information For the 12 weeks ended September 30, 2000, and October 2, 1999
Income (Loss) (In thousands, except per share amounts)
2000 1999
<CAPTION>
Reported Adjustments Adjusted Reported Adjustments Adjusted
<S> <C> <C> <C> <C> <C> <C>
Distribution
Gross sales $2,977,534 ($8,327) $2,969,207 $2,897,076 ($5,554) $2,891,522
Intersegment elimination (383,058) (383,058) (489,423) (489,423)
Net sales $2,594,476 ($8,327) $2,586,149 $2,407,653 ($5,554) $2,402,099
% change 7.7%
Gross margin $147,620 ($1,784) $145,836 $148,344 ($3,628) $144,716
% of distribution
gross sales 4.91% 5.00%
Selling and administrative (54,725) 1,599 (53,126) (66,285) 5,431 (60,854)
% of distribution
gross sales -1.79% -2.10%
Intersegment elimination (13,359) (13,359) (13,723) (13,723)
Operating earning $79,536 ($185) $79,351 $68,336 $1,803 $70,139
% of distribution
net sales 3.07% 2.92%
EBITDA $101,966 ($261) $101,705 $90,493 $1,014 $91,507
% of distribution
net sales 3.93% 3.81%
% change 11.1%
Retail
Net sales $693,626 $693,626 $835,539 $835,539
% change -17.0%
Gross margin $160,929 $2,230 $163,159 $188,495 $813 $189,308
% of retail sales 23.52% 22.66%
Selling and administrative (168,461) 11,323 (157,138) (197,981) 490 (197,491)
% of retail sales -22.65% -23.64%
Intersegment profit 13,359 13,359 13,723 13,723
Operating earnings $5,827 $13,553 $19,380 $4,237 $1,303 $5,540
% of retail sales 2.79% 0.66%
EBITDA ($48,904) $87,214 $38,310 ($6,805) $33,937 $27,132
% of retail sales 5.52% 3.25%
% change 41.2%
Support Services
Operating earnings ($40,152) $3,622 ($36,530) ($28,120) $998 ($27,122)
% of total
company sales -1.11% -0.84%
EBITDA ($46,315) $13,043 ($33,272) ($27,090) $5,334 ($21,756)
% of total
company sales -1.01% -0.67%
TABLE 2
</TABLE>
<PAGE>
<TABLE>
Fleming Companies, Inc. (NYSE: FLM)
Consolidated Condensed Statements of Operations For the 40 weeks ended September 30, 2000, and October 2, 1999
(In thousands, except per share amounts)
2000 1999
<CAPTION>
Reported Adjustments Adjusted Reported Adjustments Adjusted
<F1> <F1>
<S> <C> <C> <C> <C> <C> <C>
Net sales $11,118,959 ($6,672) $11,112,287 $11,057,800 ($5,530) $11,052,270
% change 0.5%
Costs and expenses:
Cost of sales 10,107,717 (46,300) 10,061,417 9,965,771 (15,471) 9,950,300
Selling and administrative 891,784 (24,015) 867,769 955,550 (12,289) 943,261
Interest expense 131,659 131,659 127,240 127,240
Interest income (25,167) (25,167) (23,319) (23,319)
Equity investment results 5,682 (315) 5,367 8,402 (119) 8,283
Impairment/restructuring charge 146,514 (146,514) 0 79,356 (79,356) 0
Total costs and expenses 11,258,189 (217,144) 11,041,045 11,113,000 (107,235) 11,005,765
Income (loss) before taxes (139,230) 210,472 71,242 (55,200) 101,705 46,505
Taxes on income (loss) (54,449) 84,692 30,243 (14,275) 32,864 18,589
Net income (loss) ($84,781) $125,780 $40,999 ($40,925) $68,841 $27,916
Earnings (loss) per share:
Basic ($2.19) $3.25 $1.06 ($1.07) $1.80 $0.73
Diluted ($2.19) $1.03 ($1.07) $0.72
% change 43.1%
Dividends paid per share $0.06 $0.06 $0.06 $0.06
Weighted average shares outstanding:
Basic 38,651 38,651 38,256 38,256
Diluted 38,651 39,897 38,256 38,597
Additional information:
Depreciation/amortization, net of
amounts in interest expense $130,074 ($6,662) $123,412 $119,799 $119,799
Goodwill amortization
(included above) $15,857 $15,857 $15,218 $15,218
EBITDA <F2> $134,085 $203,495 $337,580 $208,916 $101,705 $310,621
% of sales 3.04% 2.81%
% change 8.7%
---------------
<FN>
<F1>-Adjustments relate to the strategic plan which was announced in December,
1998 and one-time adjustments. One-time adjustments for 2000 include:
an $8.6 million gain from the sale of a facility, $10.2 million in
charges relating to closing certain company-owned retail stores, and
$1.9 million net income from litigation settlements. The tax affect of
these one-time adjustments was an expense of $1.3 million. The one-time
adjustment for 1999 was a gain of $5.6 million from the sale of a
facility with a related tax expense of $2.2 million. All remaining
charges relate to the strategic plan which includes non-cash impairments
of asset values and cash restructuring costs for severance, lease
termination, real estate disposition costs for discontinued operations
and other related expenses.
<F2>-EBITDA is earnings before interest expense, income taxes, depreciation
and amortization, equity investment results, and LIFO charge ($5,900
in 2000 and $8,675 in 1999).
</FN>
TABLE 3
</TABLE>
<PAGE>
<TABLE>
Fleming Companies, Inc. (NYSE: FLM)
Segment Information For the 40 weeks ended September 30, 2000, and October 2, 1999
Income (Loss) (In thousands, except per share amounts)
2000 1999
<CAPTION>
Reported Adjustments Adjusted Reported Adjustments Adjusted
<S> <C> <C> <C> <C> (C> <C>
Distribution
Gross sales $9,970,072 ($6,672) $9,963,400 $9,880,954 ($5,530) $9,875,424
Intersegment elimination (1,366,991) (1,366,991) (1,670,824) (1,670,824)
Net sales $8,603,081 ($6,672) $8,596,409 $8,210,130 ($5,530) $8,204,600
% change 4.8%
Gross margin $449,284 $21,843 $471,127 $468,090 $2,797 $470,887
% of distribution gross
sales 4.73% 4.77%
Selling and administrative (177,400) 2,286 (175,114) (207,229) 7,361 (199,868)
% of distribution gross
sales -1.76% -2.02%
Intersegment elimination (47,753) (47,753) (47,338) (47,338)
Operating earnings $224,131 $24,129 $248,260 $213,523 $10,158 $223,681
% of distribution
net sales 2.89% 2.73%
EBITDA $270,354 $52,280 $322,634 $257,018 $37,376 $294,394
% of distribution
net sales 3.75% 3.59%
% change 9.6%
Retail
Net sales $2,515,878 $2,515,878 $2,847,670 $2,847,670
% change -11.7%
Gross margin $576,921 $8,799 $585,720 $636,156 $7,126 $643,282
% of retail sales 23.28% 22.59%
Selling and administrative (589,239) 13,720 (575,519) (662,263) 3,130 (659,133)
% of retail sales -22.88% -23.15%
Intersegment profit 47,753 47,753 47,338 47,338
Operating earning $35,435 $22,519 $57,954 $21,231 $10,256 $31,487
% of retail sales 2.30% 1.11%
EBITDA $6,049 $114,245 $120,294 $46,984 $49,279 $96,263
% of retail sales 4.78% 3.38%
% change 25.0%
Support Services
Operating earning ($140,108) $16,995 ($123,113) ($98,275) $1,816 ($96,459)
% of total
company sales -1.11% -0.87%
EBITDA ($142,318) $36,970 ($105,348) ($95,086) $15,050 ($80,036)
% of total
company sales -0.95% -0.72%
TABLE 4
</TABLE>
<PAGE>
<TABLE>
Fleming Companies, Inc. (NYSE: FLM)
Analysis of Impairment and Restructuring Charges
(In millions, except per share amounts)
<CAPTION>
1998 1999 2000 Total for yrs
Full Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Full Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Full Year 2001 2002 1998 - 2002
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Impairment of Assets
Goodwill $372 $22 $0 $14 $0 $36 $0 $0 $3 $0 $3 $0 $0 $411
Other assets 218 2 1 16 7 26 2 1 78 0 81 0 0 325
Total impairment
of assets 590 24 1 30 7 62 2 1 81 0 84 0 0 736
Other restructuring charges 63 13 5 6 17 41 41 20 2 2 65 14 3 186
Total impairment and
restructuring charges 653 37 6 36 24 103 43 21 83 2 149 14 3 922
Other periodic disposition and
exit costs affecting:
Net sales 0 0 0 0 0 0 0 1 1 0 2 0 0 2
Cost of sales 9 6 7 3 2 18 13 22 11 6 52 5 1 85
Selling and
administrative 6 3 3 6 4 16 8 2 6 7 23 1 0 46
Total 15 9 10 9 6 34 21 25 18 13 77 6 1 133
Total charges before taxes 668 46 16 45 30 137 64 46 101 15 226 20 4 1,055<F1>
Income tax benefit 125 14 4 17 10 45 26 19 41 6 92 8 2 272
Total charges after taxes $543 $32 $12 $28 $20 $92 $38 $27 $60 $9 $134 $12 $2 $783
Negative effect on EPS $14.33 $0.84 $0.31 $0.73 $0.50 $2.39 $0.98 $0.71 $1.53 $0.23 $3.45 $0.30 $0.06 $20.53
Non-cash charges (pre-tax) $594 $29 $6 $35 $9 $79 $12 $6 $85 $0 $103 $0 $0 $776
Cash Charges (pre-tax) 74 17 10 10 21 58 52 40 16 15 123 20 4 279
Total $668 $46 $16 $45 $30 $137 $64 $46 $101 $15 $226 $20 $4 $1,055
Cash Expended $10 $16 $16 $10 $15 $57 $35 $46 $26 $22 $129 $32 $21 $249
---------------
<FN>
<F1>-Net increase of $82 million from $973 million at the end of the second
quarter is due to the impairment of long-lived assets for ABCO and
Sentry stores ($76 million) to be sold or converted and changes in
estimates ($6 million) for impairment and restructuring charges and
disposition costs.
</FN>
Table 5
</TABLE>