FORT JAMES CORP
8-K, EX-99.1, 2000-10-26
PAPER MILLS
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                  FORT JAMES REPORTS THIRD QUARTER 2000 RESULTS

         DEERFIELD,  IL.,  October  26,  2000 -  Fort  James  Corporation  today
reported third quarter 2000 net income of $104.8  million,  or $0.51 per diluted
share, compared to $325.1 million, or $1.47 per diluted share, reported in 1999.
Net earnings,  excluding unusual and non-recurring items, increased more than 19
percent to $131.6  million,  or $0.64 per  diluted  share,  in 2000  compared to
$110.2  million,  or $0.50 per diluted  share,  in 1999. Net sales for the third
quarter increased to $1,796.2 million versus $1,739.3 million in 1999. Excluding
the effects of currency translation and divested operations, net sales increased
more than 8 percent.  Third quarter  income from  operations  was $211.3 million
compared  to $181.6  million a year ago.  Excluding  unusual  and  non-recurring
items,  income from operations  increased more than 18 percent to $254.2 million
compared to $214.2 million in 1999.  Significantly  improved  performance in all
business segments except Tissue-Europe contributed to the stronger results.
         As   previously   reported,   on  July  17,   2000,   Fort   James  and
Georgia-Pacific  Corporation  announced  the  signing  of  a  definitive  merger
agreement  providing for  Georgia-Pacific to acquire Fort James in a transaction
valued at  approximately  $11  billion in cash,  stock and assumed  debt.  It is
anticipated  that the merger  will be  completed  in the fourth  quarter of this
year.

Unusual and Non-Recurring Items
         Third  quarter  2000 cost of goods sold and selling and  administrative
expenses  included  unusual charges of $24.0 million ($14.8 million after taxes,
or $0.07 per diluted share). These costs included accruals for the settlement of
certain  antitrust  litigation  claims  related to the company's  Tissue - North
America  business,  as well as charges for legal fees and other costs associated
with the pending  merger.  Additionally,  the company  recorded a  non-recurring
charge of $18.9 million ($12.0 million after taxes,  or $0.06 per diluted share)
in the "Restructure and other items" line on the income  statement.  This charge
relates  to the  write-off  of  remaining  notes  receivable  and  accruals  for
contingent  liabilities  resulting  from the  bankruptcy  of Crown Vantage Inc.,
which was spun-off from the company in 1995.
         Third  quarter  1999 cost of goods sold and selling and  administrative
expenses  included  unusual charges of $46.0 million ($28.1 million after taxes,
or  $0.13  per  diluted   share)  for   severance   costs   associated   with  a
reduction-in-force  program  and  accruals  for  litigation.   Additionally,   a
non-recurring  credit of $13.4 million ($12.0 million after taxes,  or $0.06 per
diluted  share) was recorded in the  "Restructure  and other  items" line.  This
credit  resulted  from  the  revision  of  estimates  related  to  certain  1997
merger-related  restructure accruals,  partially offset by a write-down of notes
receivable from Crown Vantage.

Third Quarter Results by Segment
         Sales for the Tissue - North  America  business  increased 8 percent in
the third quarter of 2000 to $1,026.6  million compared to $950.3 million a year
ago. Income from operations was $191.9 million versus $125.6 million reported in
the prior year.  Excluding  unusual items,  income from operations  increased 28
percent to $205.2 million compared to $160.3 million a year ago. The increase in
income from  operations  was the result of improved  pricing,  volume growth and
manufacturing  cost  reductions,  partially offset by higher raw material costs.
Distribution and warehousing costs were significantly lower than last year, with
continued improvement from the first half of 2000, despite higher fuel costs.
         In the  retail  category,  pricing  was  higher  than the  prior  year,
primarily due to list price increases implemented in the second quarter of 2000.
Retail volumes  increased more than 4 percent  compared to the prior year,  with
significant  gains in bath tissue and napkins,  partially  offset by lower towel
volumes.
         In the  away-from-home  category,  pricing was higher than in the third
quarter of 1999, but decreased  slightly compared to the second quarter of 2000.
Volumes were approximately equal to those of the prior year.
         Third quarter  sales and income from  operations of the Tissue - Europe
business declined to $431.9 million and $27.6 million, respectively, compared to
$452.1  million  and $50.8  million  in the prior  year.  The  weakening  of the
European  currencies  against  the U.S.  dollar  negatively  affected  sales and
operating  profits by  approximately  $55 million and $6 million,  respectively,
compared to last year's quarter.  Third quarter 2000 operating profits were also
negatively  impacted  by  almost  $40  million  of  continued  fiber  inflation,
including the affect of currency  movements,  which was only partially offset by
increased  pricing.  Finished  goods  sales  volumes in the third  quarter  were
slightly ahead of last year's quarter.
         Sales in the Dixie business increased by more than 10 percent to $216.1
million,  compared  to  $195.2  million  in  1999.  Third  quarter  income  from
operations  was $30.0 million  compared to $20.3  million a year ago.  Excluding
unusual items,  income from  operations  increased more than 42 percent to $30.2
million compared to $21.2 million a year ago. The sales and profit  improvements
were driven by the  combination of higher  prices,  which  substantially  offset
higher  plastic resin and other raw material  costs,  solid volume and mix gains
and continued strong cost reduction  benefits.  Volumes increased by more than 4
percent in both the retail and foodservice categories, with notable volume gains
reported  in retail  plates,  and  foodservice  plastic  cutlery  and  cups.  In
addition, successful new product introductions such as Winnie the Pooh bath cups
and Rinse & ReUse  disposable  stoneware  continued  to enhance  volume  growth.
During  the  quarter,  Dixie  launched  PERFECTOUCH  To-Go  cups into the Retail
channels,  which targets  commuters by combining the innovative  PERFECTOUCH hot
cup with lids, in the same package, for the first time.
         On October  2, 2000,  Fort James  completed  the  previously  announced
purchase  of a plastic  thermoforming  plant in  Sandusky,  Ohio,  from  Whirley
Industries,  Inc.  The  plant,  which  produces  plastic  cups,  lids  and  food
containers,  will provide  Dixie with  additional  plastic,  graphic  design and
printing  capacity to fuel its growth,  as well as  providing  an entry into key
emerging  segments  such as plastic  CarCups  used for takeout by  quick-service
restaurants and convenience stores.
         Third  quarter  2000  sales  for the  Communications  Papers  and Fiber
businesses  increased more than 14 percent to $239.9 million from $209.3 million
a year ago. Income from operations was $10.9 million compared to $1.8 million in
1999. Excluding unusual items, income from operations increased to $11.1 million
in the  current  quarter,  compared  to $3.9  million a year ago.  The  improved
earnings  were the  result of  significantly  higher  market  pulp and  uncoated
freesheet prices. While uncoated freesheet prices were significantly higher than
in 1999, they declined modestly compared to those of the second quarter of 2000.

Other Items
         Interest  expense  increased to $58.3  million in the third  quarter of
2000, compared to $53.6 million in 1999, largely due to higher interest costs on
variable-rate borrowings.  Third quarter other income of $4.8 million was higher
than  the $0.4  million  posted  in  1999,  primarily  due to  foreign  currency
translation gains.
         For the first nine  months of the year,  cash  provided  by  operations
increased more than 19 percent,  to $646.7  million in 2000,  compared to $542.8
million in 1999. The increase was primarily due to lower  investments in working
capital.
         Pursuant  to its $500  million  stock  buy-back  program,  the  company
purchased 9.4 million  common shares at a cost of $198.9 million during 2000 and
a total of 16.5  million  common  shares at a cost of $398.6  million  since the
inception of the program in August 1999. As a result of the pending  acquisition
of Fort James by  Georgia-Pacific,  the company has  suspended  execution of the
balance of this program. In addition to the stock buy-back program,  the company
repaid more than $100 million of debt in 2000.

Nine Months Results
         For the first nine months of 2000,  the company  reported net income of
$317.6 million, or $1.53 per diluted share, compared to $518.4 million, or $2.35
per  diluted  share,  reported  in 1999.  Net  earnings,  excluding  unusual and
non-recurring  items,  were $338.8 million,  or $1.63 per diluted share, in 2000
compared to $363.0  million,  or $1.65 per diluted  share,  on the same basis in
1999.

Comment
         "We are  gratified  with the  improvements  being posted by most of our
business  segments," stated Miles Marsh,  chairman and chief executive  officer.
"The  margin  squeeze  that began last year  appears to be losing its grip,  and
operating  margins are now ahead of 1999 levels.  Our  September  quarter is not
only sequentially stronger, but represents our first year-over-year  improvement
in several  quarters.  In  general,  we've been able to continue  posting  solid
volumes, while at the same time real progress has been made on recovering higher
raw material costs. And our remedial efforts in transportation, distribution and
warehousing costs are bearing  significant  fruit. With these  improvements,  we
believe  the  company  will  be in  solid  shape  for  the  coming  merger  with
Georgia-Pacific."

         Fort  James  is a  leading  international  consumer  products  company,
serving  consumers  both at home and  away-from-home  with  bathroom  and facial
tissue, paper towels, napkins, cups, plates, cutlery and food wrap products. The
company's popular brands include QUILTED NORTHERN, SOFT `N GENTLE, BRAWNY, MARDI
GRAS,  SO-DRI,  VANITY FAIR, and DIXIE in North America and LOTUS,  OKAY,  EMBO,
COLHOGAR, TENDERLY,  KITTENSOFT,  DELICA AND DEMAK'UP in Europe. With 1999 sales
of $6.8  billion,  the company has  approximately  50  manufacturing  facilities
principally located in the U.S., Canada and Europe.
         Forward-looking  statements  in this  release are made  pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Such forward-looking statements are not guarantees of future performance and are
subject to risks and  uncertainties  that could cause actual results and company
plans and objectives to differ  materially from those projected.  Such risks and
uncertainties  include,  but are not limited to,  general  business and economic
conditions;  competitive  pricing  pressures  for the  company's  products;  the
ability to successfully introduce new products;  changes in raw material, energy
and other costs; the ability to achieve net costs reductions; opportunities that
may be presented to and pursued by the company; determinations by regulatory and
governmental  authorities;  and other factors listed in Fort James Corporation's
Securities and Exchange  Commission  filings,  including its reports on Form 10K
for the year ended  December 26, 1999 and Form 10Q for the quarters  ended March
26, 2000 and June 25, 2000.

                                      # # #
         Copies of today's news release,  along with  additional  information on
Fort James, is available,  at no charge, by calling (888) 526 3711. You may also
access the company's web site at Internet address http://www.fortjames.com.


<PAGE>

                                FINANCIAL SUMMARY
                             Fort James Corporation
                        For the Quarters and Nine Months
                 Ended September 24, 2000 and September 26, 1999

<TABLE>
<CAPTION>

                                                                 Quarter        Nine Months
                                                          --------------------------------------
<S>                                                        <C>          <C>       <C>       <C>
(in millions, except per share data)                       2000 (a) 1999 (b)  2000 (c) 1999 (d)
------------------------------------------------------------------------------------------------
Net sales                                                 $1,796.2  $1,739.3 $5,229.4 $5,126.8
================================================================================================

Income from operations                                     $ 211.3   $ 181.6  $ 632.9  $ 671.3
 Adjusted for unusual and non-recurring items:
  Cost of goods sold                                          12.5      17.8     12.5     17.8
  Selling and administrative expenses                         11.5      28.2     11.5     28.2
  Restructure and other items                                 18.9     (13.4)    10.3    (14.5)
------------------------------------------------------------------------------------------------
Income from operations, before unusual
 and non-recurring items                                   $ 254.2   $ 214.2  $ 667.2  $ 702.8
================================================================================================

Net income                                                  $ 104.8   $ 325.1  $ 317.6  $ 518.4
 Adjusted for unusual and non-recurring items,
  each net of taxes:
   Cost of goods sold                                           7.7      10.9      7.7     10.9
   Selling and administrative expenses                          7.1      17.2      7.1     17.2
   Restructure and other items                                 12.0     (12.0)     6.4    (12.7)
   Loss from discontinued operations                              -       1.5        -      6.4
   Extraordinary items                                            -    (232.5)       -   (199.3)
   Cumulative effect of a change in accounting
    principle                                                     -         -        -     22.1
------------------------------------------------------------------------------------------------
Net earnings, before unusual and non-recurring items        $ 131.6   $ 110.2  $ 338.8  $ 363.0
================================================================================================

Diluted earnings per share:
 Net income                                                  $ 0.51    $ 1.47   $ 1.53   $ 2.35
  Adjusted for:
   Unusual items, net                                          0.07      0.13     0.07     0.13
   Restructure and other items                                 0.06     (0.06)    0.03    (0.06)
   Discontinued operations                                        -      0.01        -     0.03
   Extraordinary items, net                                       -     (1.05)       -    (0.90)
   Cumulative effect of a change in accounting
    principle                                                     -         -        -     0.10
------------------------------------------------------------------------------------------------
   From earnings, before unusual and non-recurring items     $ 0.64    $ 0.50   $ 1.63   $ 1.65
================================================================================================
</TABLE>


(a)  Results for the third  quarter of 2000  included  unusual  charges of $24.0
     million ($14.8 million after taxes) for the settlement of certain antitrust
     litigation  claims related to the company's Tissue - North America business
     as well as charges  for legal and other costs  associated  with the pending
     merger. In addition,  non-recurring charges of $18.9 million ($12.0 million
     after taxes) were recorded for the write-off of remaining notes  receivable
     and accruals for  contingent  liabilities  resulting from the bankruptcy of
     Crown Vantage, which was spun-off from the company in 1995.

(b)  Results for the third  quarter of 1999  included  unusual  charges of $46.0
     million  ($28.1  million  after taxes) and  non-recurring  credits of $13.4
     million ($12.0  million after taxes).  In addition,  net income  included a
     loss from discontinued operations of $1.5 million and an extraordinary gain
     on the sale of the Packaging business of $232.5 million.

(c)  Results for the first nine months of 2000 included unusual charges of $24.0
     million ($14.8 million after taxes) for the settlement of certain antitrust
     litigation  claims related to the company's Tissue - North America business
     as well as charges  for legal and other costs  associated  with the pending
     merger.  In addition,  net  non-recurring  charges of $10.3  million  ($6.4
     million  after taxes) were  recorded for the  write-off of remaining  notes
     receivable  and  accruals for  contingent  liabilities  resulting  from the
     bankruptcy of Crown  Vantage,  which was spun-off from the company in 1995,
     partially offset by the settlement of 1999 Marathon divestiture liabilities
     on terms more favorable than anticipated.

(d)  Results for the first nine months of 1999 included unusual charges of $46.0
     million  ($28.1  million  after taxes) and  non-recurring  credits of $14.5
     million ($12.7  million after taxes).  In addition,  net income  included a
     loss from discontinued operations of $6.4 million, charges of $33.2 million
     for an extraordinary  loss on early  extinguishment  of debt, $22.1 million
     for the  cumulative  effect of a change in accounting  principle and $232.5
     million for an extraordinary gain on the sale of the Packaging business.


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             Fort James Corporation
                        For the Quarters and Nine Months
                 Ended September 24, 2000 and September 26, 1999

<TABLE>
<CAPTION>
                                                         Quarter              Nine Months
                                                  ---------------------------------------------
<S>                                                  <C>        <C>          <C>        <C>
                                                  ---------------------------------------------
(in millions, except per share data)                 2000       1999        2000        1999
-----------------------------------------------------------------------------------------------
Net sales                                         $ 1,796.2  $ 1,739.3   $ 5,229.4   $ 5,126.8
Cost of goods sold                                 (1,259.7)  (1,207.7)   (3,692.7)   (3,518.4)
Selling and administrative expenses                  (306.3)    (363.4)     (893.5)     (951.6)
Restructure and other items                           (18.9)      13.4       (10.3)       14.5
-----------------------------------------------------------------------------------------------
    Income from operations                            211.3      181.6       632.9       671.3
Interest expense                                      (58.3)     (53.6)     (173.9)     (175.5)
Other income, net                                       4.8        0.4        16.5        18.5
-----------------------------------------------------------------------------------------------
    Income from continuing operations
     before income taxes,  extraordinary items,
        and cumulative effect of a change
        in accounting principle                       157.8      128.4       475.5       514.3
Income tax expense                                    (53.0)     (34.3)     (157.9)     (166.7)
-----------------------------------------------------------------------------------------------
     Income from continuing operations before
      extraordinary items and cumulative effect
      of a change in accounting principle             104.8       94.1       317.6       347.6
Loss from discontinued operations, net of taxes           -       (1.5)          -        (6.4)
-----------------------------------------------------------------------------------------------
     Income before extraordinary items
      and cumulative effect of a change
      in accounting principle                         104.8       92.6       317.6       341.2
Extraordinary loss on early extinguishment
 of debt, net of taxes                                    -          -           -       (33.2)
Extraordinary gain on sale of discontinued
 operations, net of taxes                                 -      232.5           -       232.5
Cumulative effect of a change in accounting
 principle, net of taxes                                  -          -           -       (22.1)
-----------------------------------------------------------------------------------------------
    Net income                                      $ 104.8    $ 325.1     $ 317.6     $ 518.4
===============================================================================================

Basic earnings per share:
    Income from continuing operations
     before extraordinary items
     and cumulative effect of a change
     in accounting principle                         $ 0.52     $ 0.43      $ 1.54      $ 1.58
    Loss from discontinued operations,
     net of taxes                                         -      (0.01)          -       (0.03)
    Extraordinary loss on early extinguishment
     of debt, net of taxes                                -          -           -       (0.15)
    Extraordinary gain on sale of discontinued
     operations, net of taxes                             -       1.06           -        1.06
    Cumulative effect of a change in accounting
     principle, net of taxes                              -          -           -       (0.10)
-----------------------------------------------------------------------------------------------
         Net income                                  $ 0.52     $ 1.48      $ 1.54      $ 2.36
-----------------------------------------------------------------------------------------------
Weighted average common shares outstanding            204.0      219.2       206.5       219.4
===============================================================================================

Diluted earnings per share:
    Income from continuing operations
     before extraordinary items
     and cumulative effect of a change
     in accounting principle                         $ 0.51     $ 0.43      $ 1.53      $ 1.58
    Loss from discontinued operations,
     net of taxes                                         -      (0.01)          -       (0.03)
    Extraordinary loss on early extinguishment
     of debt, net of taxes                                -          -           -       (0.15)
    Extraordinary gain on sale of discontinued
     operations, net of taxes                             -       1.05           -        1.05
    Cumulative effect of a change in accounting
     principle, net of taxes                              -          -           -       (0.10)
-----------------------------------------------------------------------------------------------
         Net income                                  $ 0.51     $ 1.47      $ 1.53      $ 2.35
-----------------------------------------------------------------------------------------------
Weighted average common shares and
     common share equivalents outstanding             205.1      220.2       207.1       220.5
===============================================================================================
</TABLE>


                             SEGMENT INFORMATION (a)
                             Fort James Corporation

<TABLE>
<CAPTION>
<S>                                     <C>          <C>     <C>      <C>        <C>            <C>

                                            Tissue                  Communi-     Inter-
                                    -----------------------         cations      company
                                         North                      Papers and   and
(in millions)                          America      Europe   Dixie  Fiber        Corporate      Total
---------------------------------------------------------------------------------------------------------
Quarter ended September 2000
Net sales                            $ 1,026.6     $ 431.9  $ 216.1   $ 239.9    $(118.3)      $ 1,796.2
Intercompany sales                        32.5           -      0.4      85.4          -           118.3
Income from operations before
   restructure and other items (b)       191.9        27.6     30.0      10.9      (30.2)          230.2
Restructure and other items                  -           -        -         -      (18.9)          (18.9)
---------------------------------------------------------------------------------------------------------
Income from operations                   191.9        27.6     30.0      10.9      (49.1)          211.3
Interest expense                             -           -        -         -      (58.3)          (58.3)
Other income                                 -           -        -         -        4.8             4.8
---------------------------------------------------------------------------------------------------------
Income before income taxes (c)         $ 191.9      $ 27.6    $30.0    $ 10.9    $(102.6)        $ 157.8
=========================================================================================================
Quarter ended September 1999
Net sales                              $ 950.3     $ 452.1  $ 195.2   $ 209.3     $(67.6)      $ 1,739.3
Intercompany sales                        24.2           -      0.8      42.6          -            67.6
Income from operations before
   restructure and other items (b)       125.6        50.8     20.3       1.8      (30.3)          168.2
Restructure and other items                  -           -        -         -       13.4            13.4
---------------------------------------------------------------------------------------------------------
Income from operations                   125.6        50.8     20.3       1.8      (16.9)          181.6
Interest expense                             -           -        -         -      (53.6)          (53.6)
Other income                                 -           -        -         -        0.4             0.4
---------------------------------------------------------------------------------------------------------
Income before income taxes (c)         $ 125.6      $ 50.8    $20.3     $ 1.8     $(70.1)        $ 128.4
=========================================================================================================

Nine months ended September 2000
Net sales                            $ 2,890.8   $ 1,315.4  $ 635.9   $ 703.9    $(316.6)      $ 5,229.4
Intercompany sales                        98.1           -      1.2     217.3          -           316.6
Income from operations before
   restructure and other items (b)       508.1        81.1     86.7      35.4      (68.1)          643.2
Restructure and other items                  -           -        -         -      (10.3)          (10.3)
---------------------------------------------------------------------------------------------------------
Income from operations                   508.1        81.1     86.7      35.4      (78.4)          632.9
Interest expense                             -           -        -         -     (173.9)         (173.9)
Other income                                 -           -        -         -       16.5            16.5
---------------------------------------------------------------------------------------------------------
Income before income taxes (c)         $ 508.1      $ 81.1    $86.7    $ 35.4    $(235.8)        $ 475.5
=========================================================================================================
Total assets                         $ 3,296.9   $ 1,973.1  $ 462.3   $ 574.5     $656.7       $ 6,963.5
=========================================================================================================
Nine months ended September 1999
Net sales                            $ 2,763.4   $ 1,374.3  $ 591.1   $ 606.2    $(208.2)      $ 5,126.8
Intercompany sales                        80.1           -      2.4     125.7          -           208.2
Income from operations before
   restructure and other items (b)       501.2       169.3     78.2     (21.0)     (70.9)          656.8
Restructure and other items                  -           -        -         -       14.5            14.5
---------------------------------------------------------------------------------------------------------
Income from operations                   501.2       169.3     78.2     (21.0)     (56.4)          671.3
Interest expense                             -           -        -         -     (175.5)         (175.5)
Other income                                 -           -        -         -       18.5            18.5
---------------------------------------------------------------------------------------------------------
Income before income taxes (c)         $ 501.2     $ 169.3    $78.2    $(21.0)   $(213.4)        $ 514.3
=========================================================================================================
Total assets                         $ 3,020.3   $ 2,299.1  $ 420.2   $ 804.3     $732.5       $ 7,276.4
=========================================================================================================

</TABLE>

(a)           The  company's  measure of segment  profitability  is income  from
              operations    excluding    corporate    restructuring    programs,
              merger-related   activities  and  other  corporate   non-operating
              activities.

(b)           Third quarter and year-to-date 2000  income  from  operations
              included unusual charges of $24.0 million for litigation accruals
              and legal fees and other costs,  of which $12.5  million is
              included in cost of goods  sold and  $11.5  million  is  included
              in  selling  and administrative  expenses.  Third  quarter  and
              year-to-date  1999 income from operations  included  unusual
              charges of $46.0 million for severance and litigation accruals,
              of which $17.8 million was included in cost of goods sold and
              $28.2  million was  included in selling  and  administrative
              expenses.  Details by segment are as follows:

<TABLE>
<CAPTION>
                                                               Income From Operations Excluding Unusual Items
                                                           --------------------------------------------------------
                                     Unusual Items              Third Quarter                   Year-To-Date
                                 ------------------------  --------------------------------------------------------
<S>                               <C>            <C>            <C>           <C>              <C>           <C>
                                  2000           1999           2000          1999             2000          1999
-----------------------------  ------------------------------------------------------------------------------------
    Tissue - North America          $ 13.3        $ 34.7       $ 205.2       $ 160.3          $ 521.4       $ 535.9
    Tissue - Europe                      -             -          27.6          50.8             81.1         169.3
    Dixie                              0.2           0.9          30.2          21.2             86.9          79.1
    Communications Papers
     and Fiber                         0.2           2.1          11.1           3.9             35.6         (18.9)
    Corporate                         10.3           8.3         (19.9)        (22.0)           (57.8)        (62.6)
-----------------------------  -----------   -----------   ------------   -----------     ------------   -----------
      Total                         $ 24.0        $ 46.0       $ 254.2       $ 214.2          $ 667.2       $ 702.8
=============================  =====================================================================================

</TABLE>


(c)           Income   from   continuing   operations   before   income   taxes,
              extraordinary   items,  and  cumulative  effect  of  a  change  in
              accounting principle.



<PAGE>


                           CONSOLIDATED BALANCE SHEETS
                             Fort James Corporation
       As of September 24, 2000, December 26, 1999, and September 26, 1999

<TABLE>
<CAPTION>
                                           September     December      September
(in millions)                                2000         1999            1999
<S>                                            <C>         <C>             <C>
--------------------------------------------------------------------------------
Assets:
Cash and cash equivalents                     $ 9.1       $ 10.3          $ 7.7
Accounts receivable                           880.9        880.5          965.2
Inventories                                   784.7        790.4          819.3
Other current assets                          122.7        147.2          131.8
--------------------------------------------------------------------------------
        Total current assets                1,797.4      1,828.4        1,924.0
--------------------------------------------------------------------------------
Net property, plant and equipment           4,203.9      4,352.1        4,250.0
Goodwill, net                                 463.1        528.8          577.0
Other assets                                  499.1        548.9          525.4
--------------------------------------------------------------------------------
        Total assets                       $6,963.5    $ 7,258.2      $ 7,276.4
================================================================================

Liabilities and shareholders' equity:
Accounts payable and accrued liabilities   $1,121.8    $ 1,187.8      $ 1,310.7
Current portion of long-term debt              59.6         81.9          236.9
--------------------------------------------------------------------------------
        Total current liabilities           1,181.4      1,269.7        1,547.6
--------------------------------------------------------------------------------
Long-term debt                              3,269.5      3,432.0        2,876.6
Deferred income taxes                         802.3        748.6          808.7
Accrued postretirement benefits other
 than pensions                                402.1        417.1          418.8
Other long-term liabilities                   254.4        263.5          273.6
Common shareholders' equity                 1,053.8      1,127.3        1,351.1
--------------------------------------------------------------------------------
        Total liabilities and
         shareholders' equity              $6,963.5    $ 7,258.2      $ 7,276.4
================================================================================
</TABLE>

<PAGE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Fort James Corporation
       For the Nine Months Ended September 24, 2000 and September 26, 1999

<TABLE>
<CAPTION>
(in millions)                                                 2000         1999
<S>                                                            <C>          <C>
--------------------------------------------------------------------------------
Cash provided by (used for) operating activities:
  Net income                                                $317.6      $ 518.4
  Depreciation expense                                       350.6        332.9
  Amortization of goodwill                                    12.8         14.2
  Deferred income tax provision                               87.4         52.7
  Restructure and other items                                 10.3        (14.5)
  Loss from discontinued operations, net of taxes                -          6.4
  Gain on sale of discontinued operations, net of taxes          -       (232.5)
  Loss on early extinguishment of debt, net of taxes             -         33.2
  Cumulative effect of a change in accounting
  principle, net of taxes                                        -         22.1
  Change in current assets and liabilities, excluding
  effects of acquisitions and dispositions:
   Accounts receivable                                       (75.1)      (125.0)
   Inventories                                               (14.3)       (16.3)
   Other current assets                                        5.6         (6.1)
   Accounts payable and accrued liabilities                    3.8        (26.6)
  Other, net                                                 (52.0)       (16.1)
--------------------------------------------------------------------------------

   Cash provided by operating activities                     646.7        542.8
--------------------------------------------------------------------------------
Cash provided by (used for) investing activities:
  Expenditures for property, plant and equipment            (336.9)      (346.5)
  Proceeds from sale of assets                                93.0          3.9
  Cash paid for acquisitions, net                                -        (56.7)
  Proceeds from sale of discountinued operations                 -        825.8
  Increase in net assets of discontinued operations              -        (34.4)
  Other, net                                                  (1.0)        (1.7)
--------------------------------------------------------------------------------

   Cash provided by (used for) investing activities         (244.9)       390.4
--------------------------------------------------------------------------------
Cash provided by (used for) financing activities:
  Additions to long-term debt                                  4.1        357.3
  Payments of long-term debt                                 (49.8)      (340.5)
  Net decrease in revolving debt                             (67.6)      (764.9)
  Premiums paid on early extinguishment of debt
   and debt issuance costs                                       -        (56.2)
  Common stock dividends paid                                (94.3)       (98.9)
  Proceeds from exercise of stock options                      3.6         15.0
  Common stock purchases                                    (198.9)       (53.6)
  Other, net                                                  (0.1)        11.0
--------------------------------------------------------------------------------

   Cash used for financing activities                       (403.0)      (930.8)
--------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents              (1.2)         2.4
Cash and cash equivalents, beginning of period                10.3          5.3
--------------------------------------------------------------------------------

Cash and cash equivalents, end of period                     $ 9.1        $ 7.7
================================================================================

</TABLE>



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