EXHIBIT 11 FLEMING COMPANIES, INC. EARNINGS PER SHARE COMPUTATION (In thousands, except per share amounts) YEAR ENDED -------------------------- DECEMBER 25, DECEMBER 26, 1993 1992 ------------ ------------ PRIMARY EARNINGS PER COMMON SHARE Reconciliation of net earnings from consolidated condensed statements of earnings to amount used in primary earnings per share computation: Earnings before extraordinary loss and accounting change applicable to common shares $37,480 $118,904 Weighted average common shares outstanding used to compute primary earnings per share 36,801 35,759 Add common share equivalents- common shares issuable under stock option and stock purchase plans 26 33 ------ ------ Weighted average common shares outstanding, as adjusted 36,827 35,792 ------ ------ ------ ------ Primary earnings per common share before extraordinary item and accounting change $1.02(a) $3.32(b) ----- ----- ----- ----- <FN> (a) Agrees to the related amounts shown in the consolidated condensed statements of earnings. (b) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB No. 15 because it results in dilution of less than 3% or is antidilutive. -93- EXHIBIT 11 (Continued) FLEMING COMPANIES, INC. EARNINGS PER SHARE COMPUTATION (In thousands, except per share amounts) YEAR ENDED -------------------------- DECEMBER 25, DECEMBER 26, 1993 1992 ------------ ------------ (PRIMARY EARNINGS PER COMMON SHARE, cont'd) - ---------------------------- Extraordinary item $2,308 $5,864 ------ ------- ------ ------- Weighted average common shares outstanding, as adjusted 36,827 35,792 ------ ------- ------ ------- Loss per share related to extraordinary item $ .06(a) $.16(a) ----- ------- ----- ------- Earnings applicable to common shares $35,172 $113,040 ------ ------- ------ ------- Weighted average common shares outstanding, as adjusted 36,827 35,792 ------ ------- ------ ------- Primary earnings per common share $.96(a) $3.16(b) ------ ------- ------ ------- <FN> (a) Agrees to the related amounts shown in the consolidated condensed statements of earnings. (b) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB No. 15 because it results in dilution of less than 3% or is antidilutive. -94- EXHIBIT 11 (Continued) FLEMING COMPANIES, INC. EARNINGS PER SHARE COMPUTATION (In thousands, except per share amounts) YEAR ENDED ----------------------------- DECEMBER 25, DECEMBER 26, 1993 1992 FULLY DILUTED EARNINGS PER COMMON SHARE - ---------------------- Reconciliation of net earnings, as adjusted in primary computation above, to amount used for fully diluted computation in consolidated condensed statements of earnings: Earnings before extraordinary loss and accounting change applicable to common shares $37,480 $118,904 Add interest on 6.5% convertible notes, net of tax effect --- 5,681 ------- -------- Net earnings, as adjusted $37,480 $124,585 ------- -------- ------- -------- Weighted average common shares outstanding, as adjusted in primary computation to amount used for fully diluted earnings per share 36,827 35,792 Add shares issuable from assumed conversion of 6.5% convertible notes --- 2,989 ------ ------ Weighted average common shares outstanding, as adjusted 36,827 38,781 ------ ------ ------ ------ Fully diluted net earnings per common share $1.02(a) $3.21(a) ----- ----- ----- ----- <FN> (a) Agrees to the related amounts shown in the consolidated condensed statements of earnings. (b) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB No. 15 because it results in dilution of less than 3% or is antidilutive. -95- EXHIBIT 11 (Continued) FLEMING COMPANIES, INC. EARNINGS PER SHARE COMPUTATION (In thousands, except per share amounts) Year Ended -------------------------- DECEMBER 25, DECEMBER 26, 1993 1992 ------------ ----------- (FULLY DILUTED EARNINGS PER COMMON SHARE, cont'd) Extraordinary item $2,308 $5,864 ------ ------ Weighted average common shares outstanding, as adjusted 36,827 38,781 ------ ------ ------ ------ Loss per share related to extraordinary item and accounting change $.06(a) $.15(a) ---- ---- Net earnings $35,172 $113,040 Add interest on 6.5% convertible notes, net of tax effect --- 5,681 ------- -------- Earnings applicable to common shares $35,172 $118,721 ------- --------- ------- --------- Weighted average common shares outstanding, as adjusted 36,827 38,781 ------ ------ ------ ------ Fully diluted earnings per common share $.96(a) $3.06(a) ---- ----- ---- ----- <FN> (a) Agrees to the related amounts shown in the consolidated condensed statements of earnings. (b) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB No. 15 because it results in dilution of less than 3% or is antidilutive. -96-