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Fleming Reaches Agreement in Principle to Resolve Retailer Suits

    DALLAS, Aug. 16 /PRNewswire/ -- Fleming (NYSE: FLM) today announced that
it has reached an agreement in principle to settle all claims related to the
Don's United Super, et.al., Coddington Enterprises, Inc., et.al, J&A Foods,
Inc. et. al., R&D Foods, Inc. et.al., and Robandee United Super, Inc., et.al.,
cases.  The settlement, which is contingent on the preparation and execution
of a definitive settlement agreement, includes a full release of Fleming from
liability to the plaintiffs in these cases.  Terms of the settlement include
payments by Fleming to the plaintiffs over a 16-month period, the transfer of
a minority interest in several price-impact stores in Arizona to Fleming, and
lease concessions by Fleming to certain plaintiffs.
    Execution of the final settlement agreement resolves the disputes between
the parties that have been pending for several years.  While Fleming continues
to deny the claims alleged by the plaintiffs, the settlement proposal
eliminates the continued expense and uncertainty and puts the matters behind
the company.  Fleming expects to execute a definitive settlement agreement in
the next few weeks.  If not executed, the cases and their potential for a
material adverse effect on the company will continue as previously reported in
the company's quarterly and annual reports.
    As a result of this agreement in principle, Fleming is recording today a
$21 million after-tax charge in the second quarter to reflect the estimated
total cost of the settlement and other related expenses to Fleming.  The
company's previously reported earnings for the second quarter are revised to
reflect the after-tax charge arising from the proposed settlement (see tables
following).
    Fleming is the 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 including
more than 700 North American stores of global supermarketer IGA and other
regional banners, 5,000 convenience stores and more than 2,000 supercenters,
discount, limited assortment, drug, specialty, and other businesses across the
country.  To learn more about Fleming, visit our website at http://www.fleming.com .


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations
                                       For the 12 weeks ended July 14, 2001,
                                                  and July 8, 2000
                                      (In thousands, except per share amounts)
                                                       2001

                                         Reported   Adjustments   Adjusted
                                                        (A)
    Net sales                           $3,457,279    ($2,988)   $3,454,291
      % change                                                          5.0%

    Costs and expenses:
      Cost of sales                      3,193,922    (11,806)    3,182,116
      Selling and administrative (B)       257,692    (51,638)      206,054
      Interest expense                      34,435                   34,435
      Interest income                       (5,788)                  (5,788)
      Equity investment results               (279)                    (279)
      Impairment/restructuring charge         (117)       117           ---

        Total costs and expenses         3,479,865    (63,327)    3,416,538

    Income (loss) before taxes             (22,586)    60,339        37,753
    Taxes on income (loss)                  (9,128)    24,441        15,313

    Net income (loss)                     ($13,458)   $35,898       $22,440
      % change                                                         59.7%

    Basic and diluted income (loss) per
     share:
      Basic                                 ($0.31)     $0.83         $0.52
      Diluted                               ($0.31)     $0.77         $0.46
      % change                                                         31.4%
    Weighted average shares outstanding:
      Basic                                 43,276                   43,276
      Diluted                               43,276                   51,493

    Additional information:
      Depreciation                         $31,849                  $31,849
      Goodwill amortization                 $4,935                   $4,935
      Diluted EPS excluding goodwill
       amortization                                                   $0.54
      % change                                                         12.5%
      Operating earnings                                            $66,121
      % change                                                         20.5%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $13.7 million in 2001 compared to
          $46.3 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustment for 2001 is an $46.6 million charge from litigation
          settlements.  There were no one-time adjustments for 2000.

     (B ) The 2001 amount includes $46,600 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations (Continued)
                                       For the 12 weeks ended July 14, 2001,
                                                  and July 8, 2000
                                      (In thousands, except per share amounts)
                                                       2000

                                         Reported   Adjustments   Adjusted
                                                        (A)
    Net sales                           $3,289,878     $1,474    $3,291,352
      % change

    Costs and expenses:
      Cost of sales                      2,998,624    (21,658)   2,976,966
      Selling and administrative (B)       261,374     (1,861)     259,513
      Interest expense                      38,447                  38,447
      Interest income                       (9,340)                 (9,340)
      Equity investment results              1,694       (256)       1,438
      Impairment/restructuring charge       21,013    (21,013)         ---

        Total costs and expenses         3,311,812    (44,788)   3,267,024

    Income (loss) before taxes             (21,934)    46,262       24,328
    Taxes on income (loss)                  (8,585)    18,866       10,281

    Net income (loss)                     ($13,349)   $27,396      $14,047
      % change

    Basic and diluted income (loss) per
     share:
      Basic                                 ($0.35)     $0.71        $0.36
      Diluted                               ($0.35)     $0.70        $0.35
      % change
    Weighted average shares outstanding:
      Basic                                 38,576                  38,576
      Diluted                               38,576                  40,009

    Additional information:
      Depreciation                         $33,483    ($1,917)     $31,566
      Goodwill amortization                 $4,772                  $4,772
      Diluted EPS excluding goodwill
       amortization                                                  $0.48
      % change
      Operating earnings                                           $54,873
      % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $13.7 million in 2001 compared to
          $46.3 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustment for 2001 is an $46.6 million charge from litigation
          settlements.  There were no one-time adjustments for 2000.

     (B)  The 2001 amount includes $46,600 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information                 For the 12 weeks ended July 14, 2001,
     Income (Loss)                                and July 8, 2000
                                      (In thousands, except per share amounts)
                                                       2001

                                         Reported   Adjustments  Adjusted
     Distribution

      Gross sales  *                    $3,207,691      $(946)  $3,206,745
      Intersegment elimination  *         (262,703)       ---     (262,703)

        Net sales  *                    $2,944,988      $(946)  $2,944,042
          % change                                                    16.4%

      Gross margin                        $161,958     $1,716     $163,674
        % of distribution gross sales                                 5.10%
      Selling and administrative           (52,207)       421      (51,786)
        % of distribution gross sales                                -1.61%
      Intersegment elimination              (9,585)       ---       (9,585)

        Operating earnings                $100,166     $2,137     $102,303
          % of distribution net sales                                 3.47%
          % change                                                    36.6%

        EBITDA                            $122,202     $8,656     $130,858
          % of distribution net sales                                 4.44%
          % change                                                    35.2%


     Retail

      Net sales                           $512,291    $(2,042)    $510,249
        % change                                                     -33.0%

      Gross margin                        $106,928     $6,798     $113,726
        % of retail sales                                            22.29%
      Selling and administrative          (106,068)     4,324     (101,744)
        % of retail sales                                           -19.94%
      Intersegment profit                    9,585        ---        9,585

        Operating earnings                 $10,445    $11,122      $21,567
          % of retail sales                                           4.23%
          % change                                                     3.7%

        EBITDA                             $29,442     $3,891      $33,333
          % of retail sales                                           6.53%
          % change                                                   -13.8%


    Support Services

      Gross margin                         $(5,529)      $304      $(5,225)
        % of total company sales                                     -0.15%
      Selling and administrative (A)       (99,417)    46,893      (52,524)
        % of total company sales                                     -1.52%

        Operating earnings               $(104,946)   $47,197     $(57,749)
          % of total company sales                                   -1.67%

        EBITDA                           $(104,897)   $47,792     $(57,105)
          % of total company sales                                   -1.65%

     *    Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.

     (A)  2001 reported amount includes $46,600 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information (Continued)    For the 12 weeks ended July 14, 2001,
     Income (Loss)                                and July 8, 2000
                                      (In thousands, except per share amounts)
                                                      2000

                                         Reported   Adjustments  Adjusted
    Distribution

      Gross sales  *                    $2,922,889     $1,474   $2,924,363
      Intersegment elimination  *         (394,150)      ---      (394,150)

        Net sales  *                    $2,528,739     $1,474   $2,530,213
          % change

        Gross margin                      $123,794    $15,413     $139,207
          % of distribution gross sales                               4.76%
        Selling and administrative         (48,007)    (1,877)     (49,884)
          % of distribution gross sales                              -1.71%
        Intersegment elimination           (14,426)       ---      (14,426)

          Operating earnings               $61,361    $13,536      $74,897
            % of distribution net sales                               2.96%
            % change

          EBITDA                           $78,555    $18,236      $96,791
            % of distribution net sales                               3.83%
            % change


    Retail

      Net sales                           $761,139       $---     $761,139
        % change

      Gross margin                        $175,786     $1,801     $177,587
        % of retail sales                                            23.33%
      Selling and administrative          (172,805)     1,599     (171,206)
        % of retail sales                                           -22.49%
      Intersegment profit                   14,426        ---       14,426

        Operating earnings                 $17,407     $3,400      $20,807
          % of retail sales                                           2.73%
          % change

        EBITDA                             $28,195    $10,455      $38,650
          % of retail sales                                           5.08%
          % change


    Support Services

      Gross margin                         $(8,326)    $5,918      $(2,408)
        % of total company sales                                     -0.07%
      Selling and administrative (A)       (40,562)     2,139      (38,423)
        % of total company sales                                     -1.17%

        Operating earnings                $(48,888)    $8,057     $(40,831)
          % of total company sales                                   -1.24%

        EBITDA                            $(48,288)   $15,398     $(32,890)
          % of total company sales                                   -1.00%

     *    Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.

     (A)  2001 reported amount includes $46,600 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations
                                      For the 28 weeks ended July 14, 2001,
                                                and July 8, 2000
                                     (In thousands, except per share amounts)
                                                       2001

                                         Reported   Adjustments  Adjusted
                                                        (A)
    Net sales                           $7,618,470    ($1,327)  $7,617,143
      % change                                                        -0.1%

    Costs and expenses:
      Cost of sales                      6,988,869    (29,662)   6,959,207
      Selling and administrative (B)       575,005    (59,694)     515,311
      Interest expense                      91,937     (2,833)      89,104
      Interest income                      (15,060)     1,102      (13,958)
      Equity investment results                 72                      72
      Impairment/restructuring charge      (26,976)    26,976          ---

        Total costs and expenses         7,613,847    (64,111)   7,549,736

    Income (loss) before taxes               4,623     62,784       67,407
    Taxes on income (loss)                   2,615     25,154       27,769

    Income (loss) before extraordinary
     charge                                 $2,008    $37,630      $39,638
    Extraordinary charge from early
     retirement of debt (net of taxes)      (3,469)     3,469          ---

    Net income (loss)                      ($1,461)   $41,099      $39,638
      % change                                                        52.6%

    Basic income (loss) per share:
      Income (loss) before extraordinary
        charge                               $0.05      $0.90        $0.95
      Extraordinary charge from early
        retirement of debt (net of taxes)    (0.08)      0.08          ---
      Net income (loss)                     ($0.03)     $0.98        $0.95

    Diluted income (loss) per share:
      Income (loss) before extraordinary
        charge                               $0.05      $0.83        $0.88
      Extraordinary charge from early
        retirement of debt (net of taxes)    (0.08)      0.08          ---
      Net income (loss)                     ($0.03)     $0.91        $0.88
      % change                                                        35.4%
    Weighted average shares outstanding:
      Basic                                 41,512                  41,512
      Diluted                               44,077                  47,161

    Additional information:
      Depreciation                         $76,235                 $76,235
      Goodwill amortization                $11,216                 $11,216
      Diluted EPS excluding goodwill
       amortization                                                  $1.08
      % change                                                        17.4%
      Operating earnings                                          $142,625
      % change                                                        18.0%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $12.4 million in 2001 compared to
          $110.1 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustments for 2001 are $48.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  There were no one-time adjustments for
          2000.

     (B)  The 2001 amount includes $48,628 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Statements of Operations (Continued)
                                       For the 28 weeks ended July 14, 2001,
                                                and July 8, 2000
                                     (In thousands, except per share amounts)
                                                       2000

                                         Reported   Adjustments  Adjusted
                                                        (A)
    Net sales                           $7,621,376     $1,655   $7,623,031
      % change

    Costs and expenses:
      Cost of sales                      6,913,448    (35,331)   6,878,117
      Selling and administrative (B)       633,681     (9,667)     624,014
      Interest expense                      91,548                  91,548
      Interest income                      (18,845)                (18,845)
      Equity investment results              3,585       (284)       3,301
      Impairment/restructuring charge       63,158    (63,158)         ---

        Total costs and expenses         7,686,575   (108,440)   7,578,135

    Income (loss) before taxes             (65,199)   110,095       44,896
    Taxes on income (loss)                 (25,977)    44,900       18,923

    Income (loss) before extraordinary
     charge                               ($39,222)   $65,195      $25,973
    Extraordinary charge from early
     retirement of debt (net of taxes)          ---                    ---

    Net income (loss)                     ($39,222)   $65,195      $25,973
      % change

    Basic income (loss) per share:
      Income (loss) before
       extraordinary charge                 ($1.02)     $1.69        $0.67
      Extraordinary charge from early
       retirement of debt (net of taxes)       ---                     ---
      Net income (loss)                     ($1.02)     $1.69        $0.67

    Diluted income (loss) per share:
      Income (loss) before
       extraordinary charge                 ($1.02)     $1.67        $0.65
      Extraordinary charge from early
       retirement of debt (net of taxes)       ---                     ---
      Net income (loss)                     ($1.02)     $1.67        $0.65
       % change
    Weighted average shares outstanding:
      Basic                                 38,541                  38,541
      Diluted                               38,541                  39,690

    Additional information:
      Depreciation                         $80,931    ($6,312)     $74,619
      Goodwill amortization                $11,073                 $11,073
      Diluted EPS excluding goodwill
       amortization                                                  $0.92
      % change
      Operating earnings                                          $120,900
      % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $12.4 million in 2001 compared to
          $110.1 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustments for 2001 are $48.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  There were no one-time adjustments for
          2000.

     (B)  The 2001 amount includes $48,628 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information                For the 28 weeks ended July 14, 2001,
     Income (Loss)                               and July 8, 2000
                                      (In thousands, except per share amounts)
                                                               2001

                                        Reported    Adjustments   Adjusted
    Distribution

      Gross sales  *                     $6,950,290    $2,257   $6,952,547
      Intersegment elimination  *          (688,230)      ---     (688,230)

        Net sales  *                     $6,262,060    $2,257   $6,264,317
          % change                                                     8.0%

        Gross margin                       $351,809    $5,923     $357,732
          % of distribution gross sales                               5.15%
        Selling and administrative         (116,313)    1,398     (114,915)
          % of distribution gross sales                              -1.65%
        Intersegment elimination            (25,929)      ---      (25,929)

          Operating earnings               $209,567    $7,321     $216,888
            % of distribution net sales                               3.46%
            % change                                                  28.4%

          EBITDA                           $263,814   $16,100     $279,914
            % of distribution net sales                               4.47%
            % change                                                  26.7%


    Retail

        Net sales                        $1,356,410   $(3,584)  $1,352,826
          % change                                                   -25.8%

        Gross margin                       $293,350   $21,311     $314,661
          % of retail sales                                          23.26%
        Selling and administrative         (292,526)    8,028     (284,498)
          % of retail sales                                         -21.03%
        Intersegment profit                  25,929       ---       25,929

            Operating earnings              $26,753   $29,339      $56,092
              % of retail sales                                       4.15%
              % change                                                45.4%

            EBITDA                          $96,310   $(8,657)     $87,653
              % of retail sales                                       6.48%
              % change                                                 6.9%


    Support Services

        Gross margin                       $(15,558)   $1,101     $(14,457)
          % of total company sales                                   -0.19%
        Selling and administrative (A)     (166,166)   50,268     (115,898)
          % of total company sales                                   -1.52%

            Operating earnings            $(181,724)  $51,369    $(130,355)
              % of total company sales                               -1.71%

            EBITDA                        $(176,648)  $52,508    $(124,140)
              % of total company sales                               -1.63%

     *  Sales of distribution and total company have been restated for
        quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
        EITF 99-19.  Offset is cost of sales; gross margin is not affected.

     (A)  2001 reported amount includes $48,628 of litigation charges.


    Fleming Companies, Inc. (NYSE: FLM)
                                    For the 28 weeks ended July 14, 2001, and
    Segment Information                             July 8, 2000
    Income (Loss) (Continued)         (In thousands, except per share amounts)
                                                       2000

                                           Reported   Adjustments   Adjusted
    Distribution

        Gross sales  *                     $6,765,488    $1,655   $6,767,143
        Intersegment elimination  *          (966,364)      ---     (966,364)

            Net sales  *                   $5,799,124    $1,655   $5,800,779
              % change

        Gross margin                         $301,664   $23,627     $325,291
          % of distribution gross sales                                 4.81%
        Selling and administrative           (122,675)      687     (121,988)
          % of distribution gross sales                                -1.80%
        Intersegment elimination              (34,394)      ---      (34,394)

            Operating earnings               $144,595   $24,314     $168,909
              % of distribution net sales                               2.91%
              % change

            EBITDA                           $168,389   $52,541     $220,930
              % of distribution net sales                               3.81%
              % change


    Retail

        Net sales                          $1,822,252      $---   $1,822,252
          % change

        Gross margin                          415,992    $6,569     $422,561
          % of retail sales                                            23.19%
        Selling and administrative           (420,778)    2,397     (418,381)
          % of retail sales                                           -22.96%
        Intersegment profit                    34,394       ---       34,394

            Operating earnings                $29,608    $8,966      $38,574
              % of retail sales                                         2.12%
              % change

            EBITDA                            $54,952   $27,031      $81,983
              % of retail sales                                         4.50%
              % change


    Support Services

        Gross margin                          $(9,728)   $6,790      $(2,938)
          % of total company sales                                     -0.04%
        Selling and administrative (A)        (90,228)    6,583      (83,645)
          % of total company sales                                     -1.10%

            Operating earnings               $(99,956)  $13,373     $(86,583)
              % of total company sales                                 -1.14%

            EBITDA                           $(96,003)  $23,927     $(72,076)
              % of total company sales                                 -0.95%

     *  Sales of distribution and total company have been restated for
        quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
        EITF 99-19.  Offset is cost of sales; gross margin is not affected.

     (A)  2001 reported amount includes $48,628 of litigation charges.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Balance Sheet Information
     (In thousands)

                                            July 14,  December 30,   July 8,
                                              2001        2000        2000
    Assets

    Cash and cash equivalents                $14,290     $30,380     $10,022
    Receivables, net                         582,537     509,045     462,649
    Inventory                                997,535     831,265     860,514
    Other current assets                     134,829     252,383     193,501

        Total current assets               1,729,191   1,623,073   1,526,686

    Property and equipment, net              726,976     716,457     837,510

    Other assets                           1,090,173   1,063,281     935,757

        Total assets                      $3,546,340  $3,402,811  $3,299,953


    Liabilities and shareholders' equity

    Accounts payable                      $1,015,396    $943,279    $791,622
    Other current liabilities                297,102     289,109     289,555

        Total current liabilities          1,312,498   1,232,388   1,081,177

    Long-term debt and capital lease
     obligations                           1,632,639   1,609,639   1,570,119

    Other liabilities                        115,426     133,592     123,437

    Shareholders' equity                     485,777     427,192     525,220

        Total liabilities and
         shareholders' equity             $3,546,340  $3,402,811  $3,299,953


                            Additional Information

    Adjusted EBITDA to interest expense (LTM)   2.72 x      2.61 x      2.57 x

    Total debt as a percentage of total
     capitalization                             77.7%       79.6%       76.0%

    Capital expenditures (YTD)               $111,619    $150,837     $62,431


     CONTACTS:
     (Media) Shane Boyd 972.906.8824
     (Media) Randy Hatcher 972.906.8823
     (Investors-Equity) Meredith Anderson 972.906.8592
     (Investors-Debt) Matt Hildreth 972.906.8126


SOURCE Fleming




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    CONTACT:
    media, Shane Boyd, +1-972-906-8824, or Randy
    Hatcher, +1-972-906-8823, or investors-equity, Meredith Anderson,
    +1-972-906-8592, or investors-debt, Matt Hildreth,
    +1-972-906-8126, all of Fleming