UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Date of Report October 12, 2000

                         Commission file number 1-10948

                               OFFICE DEPOT, INC.

             (Exact name of registrant as specified in its charter)

          Delaware                                         59-2663954
 ----------------------------------   ---------        -------------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


  2200 Old Germantown Road, Delray Beach, Florida               33445

 (Address of principal executive offices)                     (Zip Code)


                                 (561) 438-4800

              (Registrant's telephone number, including area code)

        Former name or former address, if changed since last report: N/A



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release dated October 12, 2000 ITEM 9. REGULATION FD DISCLOSURE On October 12, 2000, Office Depot, Inc. issued a press release announcing its results for the third quarter of 2000. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OFFICE DEPOT, INC. Date: October 12, 2000 By: /S/ DAVID C. FANNIN David C. Fannin Executive Vice President and General Counsel


OFFICE DEPOT

                                                                    NEWS RELEASE
- --------------------------------------------------------------------------------
Contact:     Office Depot, Delray Beach
             Eileen H. Dunn, VP, Investor & Public Relations
             561/438-4930
             edunn@officedpot.com



               OFFICE DEPOT ANNOUNCES THIRD QUARTER 2000 RESULTS

DELRAY BEACH, Fla.--(BUSINESS WIRE)--Oct. 12, 2000--

     o    Continued Strength in Internet, International and Business Services

     o    Softness  in North  American  Retail  Store  Performance  and  Foreign
          Currency Exchange  Negatively  Impacted  Results

     o    Business Review to Be Completed By Year-End

OFFICE  DEPOT,  INC.  (NYSE:ODP - NEWS),  the world's  largest  seller of office
products,  today  announced third quarter results for the period ended September
23, 2000.

The Company  reported  that total sales for the third quarter of 2000 rose 9% to
$2.8 billion as compared to $2.6 billion for the same period in 1999.  Sales for
the first  nine  months of 2000 grew 13% to $8.5  billion  as  compared  to $7.5
billion  for the same period last year.  Comparable  worldwide  sales in the 805
stores  and 43  delivery  centers  that  have  been  open for more than one year
increased 7% for the third quarter and 9% for the first nine months of 2000.

Third quarter  earnings per share including merger and  restructuring  costs and
other non-recurring  charges and credits were $0.16 as compared to $0.00 for the
same  period last year.  These  figures  include the net credit of $8.3  million
after taxes,  or $0.03 per share,  for 2000 and the net charge of $73.3  million
after  tax  benefits,  or $0.18  per  share,  for 1999  related  to  merger  and
restructuring costs and other non-recurring charges and credits.

Earnings  per share  for the  third  quarter  of 2000  excluding  these one time
credits  and  charges  were  $0.14,  as compared to $0.19 for the same period in
1999.

Earnings  per share for the first  nine  months  of 2000  including  merger  and
restructuring  costs and other  non-recurring  charges and credits were $0.67 as
compared to $0.45 for the same period last year.  These figures  include the net
credit of $14.3  million after taxes,  or $0.04 per share,  for 2000 and the net
charge of $83.0 million after tax benefits, or $0.20 per share, for 1999 related
to merger and restructuring costs and non-recurring charges or credits.

Earnings per share for the first nine months of 2000 excluding these one-time credits and charges were $0.62 per share, as compared to $0.65 per share for the same period in 1999. Included in non-recurring charges or credits for the third quarter was an after tax gain on sales of investments of $24.6 million and $1.1 million after tax credit related to merger and restructuring. Also included in non-recurring charges or credits for the third quarter of 2000 were one-time costs of $17.4 million, after tax benefits, primarily related to severance costs associated with changes in the Company's senior executive management. Third quarter 1999 included non-recurring charges of $29.3 million, after tax benefits, for store relocations and closures; $35.3 million, after tax benefits, related to a provision for slow moving and obsolete inventories and $8.7 million of merger and restructuring charges after tax benefits. Included in non-recurring charges or credits for the first nine months of 2000 were after tax gains on sales of investments of $36.5 million. Also included in non-recurring charges or credits for the first nine months of 2000 were one-time costs of $20.5 million, after tax benefits, primarily related to severance costs associated with changes in the Company's senior executive management and merger and restructuring charges of $1.7 million, after tax benefits. Results for the first nine months of 1999 included non-recurring charges of $29.3 million, after tax benefits, for store relocations and closures; $35.3 million, after tax benefits, related to a provision for slow moving and obsolete inventories and $18.4 million, after tax benefits, of merger and restructuring charges. Bruce Nelson, Office Depot's recently appointed CEO, commented, "Throughout the quarter we saw strong sales performance and market share growth in our Business Services Group, our Internet sales in particular, and our International Division. These results were overshadowed, however, by weak North American Retail store sales, and our overall quarterly results were negatively impacted by: o Previously announced price reductions in selected inkjet, toner and paper SKU's to compete with warehouse clubs, o Higher North American warehouse operating costs, o Continued under performance of the class of 1998, 1999, and 2000 retail stores and o Unfavorable foreign currency exchange rates. As previously announced, we are conducting a comprehensive review and analysis focused on all aspects of our business, with particular emphasis on the under-performance of North American retail stores and the cost structure of our U.S. warehouses. We expect to complete the review before year-end, and as a result we are not yet in a position to provide meaningful and specific guidance to our shareholders and analysts until this review is completed."

"While we face a number of critical issues and it will take time to resolve all of them, we are working hard to recapture our capital market leadership position in an industry that still has significant growth opportunities. We are well positioned to take advantage of our industry leadership positions in the Internet, our highly profitable International business, and in our delivery and direct marketing businesses. We also have one of the leading positions in North American retail sales and profitability; and in spite of our recent performance, we still see significant sales and profit opportunities in all aspects of our business, including North American retail stores." SEGMENT RESULTS - --------------- The following discussion of segment results excludes non-recurring charges in 1999 related to the provision for slow moving and obsolete inventories as discussed above. The provision for slow moving and obsolete inventories totaled $39.2 million in the North American Retail division, $15.5 million in the Business Services Group division, and $1.4 million in the International Division. The remainder of non-recurring charges and credits included in the 2000 and 1999 periods did not impact the Company's segment results. NORTH AMERICAN RETAIL Third quarter sales in the North American Retail Division rose 7% to $1.6 billion and 10% in the first nine months of 2000 to $4.8 billion, as compared with $1.5 billion and $4.3 billion during the same periods in 1999. Comparable store sales in the 776 stores throughout the U.S. and Canada that have been open for more than one year decreased 1% for the third quarter, but increased 1% for the first nine months of 2000. Sales were impacted by softness in technology related products. Office Depot did not have a competitive ISP offering in the Company's stores during most of the quarter. As a result, computer sales and the related "market basket" of higher margin computer-related hardware products were negatively impacted during the quarter. North American Retail Division operating profit was $85.8 million in the third quarter, as compared with $125.6 million in the third quarter of 1999. For the first nine months of 2000 store operating profit was $345.7 million as compared to $400.9 million last year. Operating performance was impacted by soft comparable sales and previously announced selected price reductions in the paper, ink and toner categories, as well as the continued under-performance of the Company's 1998, 1999 and early 2000 class of new stores. During the third quarter, Office Depot continued to expand its store base by opening 13 new stores, relocating one store and closing five under-performing stores. At the end of the quarter, Office Depot operated a total of 863 office product superstores throughout the United States and Canada. BUSINESS SERVICES GROUP Third quarter sales in the Business Services Group rose 16% to $898 million and 18% in the first nine months of 2000 to $2.7 billion, as compared to $776 million during the third quarter and $2.3 billion in the first nine months of 1999. The Company has continued to gain market share and has benefited from overall industry growth in the Internet, contract and direct mail businesses.

Warehouse operating profit was $55.3 million in the third quarter of 2000, a decrease of 14% compared to $64.0 million in the third quarter of 1999. For the first nine months of 2000, warehouse operating profit decreased 1% to $186.0 million as compared to $187.5 million for the same period in 1999. Operating results were impacted by previously announced selected price reductions in paper, ink and toner, as well as the continued impact of higher warehouse costs as compared with 1999. Office Depot's domestic Internet business continued its explosive growth during the period. Third quarter sales increased 121% to $219.0 million in the third quarter of 2000, as compared with $98.9 million during the same period in 1999. Sales for the first nine months were up 162% to $574.0 million, as compared to $219.4 million for the same period last year. These sales reflect all domestic online sales, including those from its domestic public Web sites -- WWW.OFFICEDEPOT.COM and WWW.VIKINGOP.COM -- and Office Depot's contract business-to-business sites. INTERNATIONAL DIVISION Sales and operating profit in the Company's International Division were significantly impacted by the deterioration of the euro and the pound sterling in relation to the US dollar during the third quarter and first nine months of 2000 as compared to the same periods in 1999. Sales in the International Division increased 7% to $337 million for the third quarter, and 13% in the first nine months of 2000 to $1.1 billion, as compared with the $313 million in the third quarter and $945 million in the first nine months of 1999. In local currencies, sales rose 19% for the third quarter and 23% for the first nine months of 2000. In the majority of the countries in which the Company operates sales performance in local currencies grew by more than 22%. However, unfavorable exchange rates impacted reported sales results by approximately $36.2 million in the third quarter and $89.9 million in the first nine months of the year. Third quarter 2000 store and warehouse operating profit in the International Division was $45.0 million, an increase of 30% from the $34.6 million in the same period in 1999. Store and warehouse operating profit rose 17% in the first nine months of 2000 to $138.0 million as compared with $118.1 million in the same period last year. Operating profit in local currencies grew 51% in the third quarter and 32% in the nine-month period. Unfavorable exchange rates as compared with last year impacted operating results by approximately $5.7 million in the third quarter and $14.2 million in the first nine months of the year. Operating performance on a local currency basis continued to benefit from increases in productivity and lower operating costs. International Internet expansion has continued with the launch of four more Web sites outside of the U.S., including Viking Australia, Viking Japan, ODP Japan and Viking France. The Company now has a total of eight unique websites outside of the United States, seven of which have been launched this year. During the third quarter the Company also announced the launch of its European Business Services Division in the United Kingdom. Office Depot's European Business Services Division will now be able to better service medium to large-sized corporate

accounts in Europe though specialized sales forces, individualized pricing for key corporate accounts, and overnight order fulfillment. The Company sees enormous opportunity to grow its international business through this new sales channel under the Office Depot brand, in addition to its existing Office Depot retail store operations and Viking brand catalog businesses. Also during the quarter, the Company opened four new international stores under the Office Depot name - two in Mexico and one each in France and Poland. As of September 23, 2000, Office Depot operated in 17 countries outside of the United States and Canada. In addition, through a combination of wholly-owned operations, joint ventures and international licensing agreements, there were 126 Office Depot stores at the end of the quarter in 8 countries outside of the United States and Canada, with 46 stores in Mexico, 28 stores in France, 22 in Israel, 16 in Poland, 7 in Japan, 3 in Hungary, and 2 each in Colombia and Thailand. Along with its international stores, the Company also has delivery and catalog operations in 14 countries outside of the United States and Canada. STOCK REPURCHASE PROGRAM - ------------------------ During the third quarter, the Company repurchased an additional 12 million Office Depot common shares under the current authorized buyback program. To date, a total of 79 million Office Depot common shares have been repurchased for $780 million plus commissions. CONFERENCE CALL INFORMATION Office Depot will hold a conference call for investors and analysts at 8:00 a.m. (Eastern Time) on today's date. The conference call will be available to all investors via Webcast at WWW.OFFICEDEPOT.COM/CORPINFO/CONFERENCECALL.ASP. Interested parties may contact Investor Relations at 561-438-1680 for further information on the conference call. As of September 23, 2000, the Company operated 863 office supply superstores in the United States and Canada, in addition to a national business-to-business delivery network supported by 29 delivery centers, more than 60 local sales offices and seven regional call centers. Furthermore, the Company owned and operated 28 office supply stores in France and seven stores in Japan; had mail order and delivery operations in 14 countries outside of the United States and Canada; and under joint venture and licensing agreements, had 91 additional stores operating under the Office Depot name in six other foreign countries. The Company also operates an award-winning U.S. Office Depot brand Internet Web site at www.officedepot.com where customers can access Office Depot's low competitive prices seven days a week, twenty-four hours a day, and it operates WWW.OFFICEDEPOT.CO.JP in Japan as well as Viking brand Web sites at www.vikingop.com in the United States, WWW.VIKING-DIRECT.CO.UK in the United Kingdom, WWW.VIKING.DE in Germany, WWW.VIKINGDIRECT.NL in The Netherlands, WWW.VIKINGOP.IT in Italy, WWW.VIKINGOP.COM.AU in Australia, WWW.VIKINGOP.CO.JP in Japan and WWW.VIKINGDIRECT.FR in France. Office Depot's common stock is traded on the New York Stock Exchange under the symbol ODP and is included in the S&P 500 Index.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, including projections and anticipated levels of performance, involve risks and uncertainties which may cause actual results to differ materially from those discussed herein. These risks and uncertainties are detailed from time to time by Office Depot in its filings with the United States Securities and Exchange Commission, including without limitation its most recent filing on Form 10-K, filed in March, 2000 and subsequent 10-Q filings. You are strongly urged to review such filings for a more detailed discussion of such risks and uncertainties. The Company's SEC filings are readily obtainable at no charge at www.sec.gov, WWW.10KWIZARD.COM and at WWW.FREEEDGAR.COM as well as on a number of other commercial Web sites. ### OFFICE DEPOT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share amounts) (Unaudited) 13 Weeks 13 Weeks 39 Weeks 39 Weeks Ended Ended Ended Ended Sept. 23, Sept. 25, Sept. 23, Sept. 25, 2000 1999 2000 1999 ----------- ---------- ----------- ------------ Sales $2,820,735 $2,578,500 $8,514,836 $ 7,544,387 Cost of goods sold and occupancy costs 2,087,769 1,928,508 6,197,117 5,487,312 ----------- ----------- ----------- ------------ Gross profit 732,966 649,992 2,317,719 2,057,075 Store and warehouse operating and selling expenses 546,944 481,954 1,648,278 1,406,833 Pre-opening expenses 2,823 5,007 8,630 16,709 General and administrative expenses 137,243 106,129 358,645 285,559 Merger and restructuring costs (3,177) 8,955 1,204 24,434 Store closure costs - 46,438 - 46,438 ----------- ----------- ----------- ------------ 683,833 648,483 2,016,757 1,779,973 Operating profit 49,133 1,509 300,962 277,102 Other income (expense): Interest income 2,666 8,654 9,551 27,076 Interest expense (9,318) (6,505) (23,584) (19,556) Miscellaneous income (expense), net 39,310 (461) 59,899 (4,106) ----------- ----------- ----------- ------------ Earnings before income taxes 81,791 3,197 346,828 280,516 Income taxes 31,169 4,270 129,233 106,897 ----------- ----------- ----------- ------------ Net earnings $ 50,622 $ (1,073) $ 217,595 $ 173,619 =========== =========== =========== ============ Earnings per common share: Basic $ 0.17 $ 0.00 $ 0.69 $ 0.47 Diluted 0.16 0.00 0.67 0.45 Weighted average number of common shares outstanding: Basic 304,111 368,878 313,804 371,989 Diluted 330,215 374,673(a) 340,709 405,859 (a) Weighted average shares exclude 24,743 shares in the quarter ended September 25, 1999 attributable to convertible debt, as the assumed conversion of these shares has an anti-dilutive effect on earnings per share.

OFFICE DEPOT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) As of As of September 23, December 25, 2000 1999 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 225,683 $ 218,784 Receivables, net 852,094 849,478 Merchandise inventories, net 1,390,245 1,436,879 Deferred income taxes and other assets 128,963 125,911 ------------ ------------ Total current assets 2,596,985 2,631,052 Fixed assets: Property and equipment, at cost 1,854,349 1,723,013 Less accumulated depreciation and amortization 672,652 577,385 ------------ ------------ Net fixed assets 1,181,697 1,145,628 Goodwill, net 232,933 240,166 Other assets 183,716 259,337 ------------ ------------ $ 4,195,331 $ 4,276,183 ============ ============ LIABILITIES Current liabilities: Accounts payable $ 1,242,767 $ 1,239,301 Accrued expenses and other liabilities 444,902 414,690 Income taxes payable 44,199 39,588 Current maturities of long-term debt 258,576 250,466 ------------ ------------ Total current liabilities 1,990,444 1,944,045 Deferred income taxes and other credits 87,981 103,319 Long-term debt, net of current maturities 344,821 321,099 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock - authorized 800,000,000 shares of $.01 par value; issued 378,021,775 in 2000 and 376,212,439 in 1999 3,780 3,762 Additional paid-in capital 939,993 926,295 Unamortized value of long-term incentive stock grant (2,813) (4,065) Accumulated other comprehensive income (72,090) 15,730 Retained earnings 1,684,954 1,467,359 Treasury stock, at cost - 79,125,319 shares in 2000 and 46,770,272 shares in 1999 (781,739) (501,361) ------------ ------------ 1,772,085 1,907,720 ------------ ------------ $ 4,195,331 $ 4,276,183 ============ ============

OFFICE DEPOT, INC. AND SUBSIDIARIES STATEMENTS OF STORE AND WAREHOUSE OPERATING PROFIT BY SEGMENT (In thousands) (Unaudited) NAR(1) BSG(2) International 3rd Quarter 2000 - ---------------- Sales $1,587,053 $ 897,854 $ 336,669 Cost of goods sold and occupancy costs 1,257,300 627,382 203,557 ---------- ---------- ---------- Gross profit 329,753 270,472 133,112 Store and warehouse operating and selling expenses 243,946 215,151 88,130 ---------- ---------- ---------- Store and warehouse operating profit $ 85,807 $ 55,321 $ 44,982 ========== ========== ========== Year-to-date September 2000 - --------------------------- Sales $4,798,703 $2,650,331 $1,068,601 Cost of goods sold and occupancy costs 3,729,318 1,823,543 645,951 ---------- ---------- ---------- Gross profit 1,069,385 826,788 422,650 Store and warehouse operating and selling expenses 723,725 640,807 284,679 ---------- ---------- ---------- Store and warehouse operating profit $ 345,660 $ 185,981 $ 137,971 ========== ========== ========== 3rd Quarter 1999(3) - ------------------- Sales $1,489,992 $ 775,908 $ 313,489 Cost of goods sold and occupancy costs 1,186,542 550,628 191,860 ---------- ---------- ---------- Gross profit 303,450 225,280 121,629 Store and warehouse operating and selling expenses 217,056 176,764 88,416 ---------- ---------- ---------- Store and warehouse operating profit $ 86,394 $ 48,516 $ 33,213 ========== ========== ========== Year-to-date September 1999(3) - ------------------------------ Sales $4,348,140 $2,254,387 $ 944,926 Cost of goods sold and occupancy costs 3,366,995 1,557,502 564,650 ---------- ---------- ---------- Gross profit 981,145 696,885 380,276 Store and warehouse operating and selling expenses 619,474 524,837 263,574 ---------- ---------- ---------- Store and warehouse operating profit $ 361,671 $ 172,048 $ 116,702 ========== ========== ========== Other Total 3rd Quarter 2000 - ---------------- Sales $ (841) $2,820,735 Cost of goods sold and occupancy costs (470) 2,087,769 ---------- ---------- Gross profit (371) 732,966 Store and warehouse operating and selling expenses (283) 546,944 ---------- ---------- Store and warehouse operating profit $ (88) $ 186,022 ========== ========== Year-to-date September 2000 - --------------------------- Sales $ (2,799) $8,514,836 Cost of goods sold and occupancy costs (1,695) 6,197,117 ---------- ---------- Gross profit (1,104) 2,317,719 Store and warehouse operating and selling expenses (933) 1,648,278 ---------- ---------- Store and warehouse operating profit $ (171) $ 669,441 ========== ========== 3rd Quarter 1999(3) - ------------------- Sales $ (889) $2,578,500 Cost of goods sold and occupancy costs (522) 1,928,508 ---------- ---------- Gross profit (367) 649,992 Store and warehouse operating and selling expenses (282) 481,954 ---------- ---------- Store and warehouse operating profit $ (85) $ 168,038 ========== ========== Year-to-date September 1999(3) - ------------------------------ Sales $ (3,066) $7,544,387 Cost of goods sold and occupancy costs (1,835) 5,487,312 ---------- ---------- Gross profit (1,231) 2,057,075 Store and warehouse operating and selling expenses (1,052) 1,406,833 ---------- ---------- Store and warehouse operating profit $ (179) $ 650,242 ========== ========== 1 North American Retail Division 2 Business Services Group 3 In the first quarter of 2000, management redefined its operating and reporting segments. Accordingly, all segment results have been restated from previously disclosed results.

OFFICE DEPOT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) 39 Weeks 39 Weeks Ended Ended Sept. 23, Sept. 25, 2000 1999 --------- --------- Cash flows from operating activities: Net earnings $ 217,595 $ 173,619 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 144,634 123,061 Provision for losses on inventories and receivables 75,850 118,541 Changes in assets and liabilities 28,731 20,528 Other operating activities, net (31,581) 13,897 --------- --------- Net cash provided by operating activities 435,229 449,646 --------- --------- Cash flows from investing activities: Proceeds from maturities or sales of investment securities 54,006 42,006 Purchases of investment securities (24,612) (110,161) Capital expenditures, net of proceeds from sales (181,203) (292,502) Other investing activities -- (21,897) --------- --------- Net cash used in investing activities (151,809) (382,554) --------- --------- Cash flows from financing activities: Proceeds from exercise of stock options and sale of stock under employee stock purchase plans 9,713 52,011 Acquisition of treasury stock (280,378) (329,718) Other financing activities, net 6,688 12,825 --------- --------- Net cash used in financing activities (263,977) (264,882) --------- --------- Effect of exchange rate changes on cash and cash equivalents (12,544) (3,411) --------- --------- Net increase (decrease) in cash and cash equivalents 6,899 (201,201) Cash and cash equivalents at beginning of period 218,784 704,541 --------- --------- Cash and cash equivalents at end of period $ 225,683 $ 503,340 ========= =========

EXHIBIT ------- The following table summarizes the components of non-recurring charges and credits included in the Company's quarterly and year-to-date periods, as well as their presentation in the Company's Statements of Earnings. Charge (credit) (In thousands, except per share amounts) 13 Weeks Ended September 23, 2000 -------------------------------------- G&A Merger & Misc. Total restructuring income -------------------------------------- Merger and restructuring costs $(3,177) $(3,177) Severance and other costs, primarily related to executive management changes $27,544 27,544 Gain on sales of investments $(38,990) (38,990) Store relocations and closures Obsolete inventories ---------------------------------------- Total non-recurring charges/credits 27,544 (3,177) (38,990) (14,623) Income tax effect of charges/credits (10,191) 2,082 14,426 6,317 ---------------------------------------- Total non-recurring charges/credits, $17,353 $(1,095) $(24,564) $(8,306) net of taxes ======================================== Impact on earnings per share $0.05 $0.00 $(0.07) $(0.03) (a) ======================================== 13 Weeks Ended September 25, 1999 ----------------------------------------- COGS Merger & Store Total restructuring closure ------------------------------------------ Merger and restructuring costs $8,955 $8,955 Severance and other costs, primarily related to executive management changes Gain on sales of investments Store relocations and closures $46,438 46,438 Obsolete inventories $56,100 56,100 ------------------------------------------ Total non-recurring charges/credits 56,100 8,955 46,438 111,493 Income tax effect of charges/credits (20,757) (227) (17,182) (38,166) ------------------------------------------ Total non-recurring charges/credits, net of taxes $35,343 $8,728 $29,256 $73,327 =========================================== Impact on earnings per share $0.09 $0.02 $0.07 $0.18 =========================================== 39 Weeks Ended September 23, 2000 -------------------------------------------- G&A Merger & Misc. Total restructuring income --------------------------------------------- Merger and restructuring costs $1,204 $1,204 Severance and other costs, primarily related to executive management changes $32,544 32,544 Gain on sales of investments $(57,950) (57,950) Store relocations and closures Obsolete inventories - ------------------------------------------- Total non-recurring charges/credits 32,544 1,204 (57,950) (24,202) Income tax effect of charges/credits (12,041) 461 21,441 9,861 ------------------------------------------- Total non-recurring charges/credits, net of taxes $20,503 $1,665 $(36,509)$(14,341) =========================================== Impact on earnings per share $0.06 $0.01 $(0.11) $(0.04) =========================================== 39 Weeks Ended September 25, 1999 ------------------------------------------- COGS Merger & Store Total restructuring closure ------------------------------------------- Merger and restructuring costs $24,434 $24,434 Severance and other costs, primarily related to executive management changes Gain on sales of investments Store relocations and closures $46,438 46,438 Obsolete inventories $56,100 56,100 ------------------------------------------- Total non-recurring charges/credits 56,100 24,434 46,438 126,972 Income tax effect of charges/credits (20,757) (6,002) (17,182) (43,941) ------------------------------------------- Total non-recurring charges/credits, net of taxes $35,343 $18,432 $29,256 $83,031 =========================================== Impact on earnings per share $0.09 $0.05 $0.07 $0.20 (a) =========================================== (a) Due to rounding, amounts do not add across. EXHIBIT (CONTINUED)

The following table presents the Company's Statements of Earnings, both before and after the non-recurring charges and credits described above. (In thousands, except per share amounts) 13 Weeks Ended September 23, 2000 ----------------------------------------- Excluding As Non-recurring Non-recurring Reported Charges/Credits Charges/Credits ----------------------------------------- Sales $ 2,820,735 $ 2,820,735 Cost of goods sold and occupancy costs 2,087,769 2,087,769 ----------------------------------------- Gross profit 732,966 732,966 Store and warehouse operating and selling expenses 546,944 546,944 Pre-opening expenses 2,823 2,823 General and administrative expenses 137,243 $(27,544) 109,699 Merger and restructuring costs (3,177) 3,177 -- Store closure costs -- ----------------------------------------- 683,833 (24,367) 659,466 Operating profit 49,133 24,367 73,500 Other income (expense): Interest income 2,666 2,666 Interest expense (9,318) (9,318) Miscellaneous income (expense), net 39,310 (38,990) 320 ----------------------------------------- Earnings before income taxes 81,791 (14,623) 67,168 Income taxes 31,169 (6,317) 24,852 ----------------------------------------- Net earnings $ 50,622 $ (8,306) $ 42,316 ========================================= Earnings per common share: Diluted $0.16 $(0.03) $0.14(a) 13 Weeks Ended September 25, 1999 ----------------------------------------- Excluding As Non-recurring Non-recurring Reported Charges/Credits Charges/Credits ----------------------------------------- Sales $ 2,578,500 $ 2,578,500 Cost of goods sold and occupancy costs 1,928,508 $(56,100) 1,872,408 ----------------------------------------- Gross profit 649,992 56,100 706,092 Store and warehouse operating and selling expenses 481,954 481,954 Pre-opening expenses 5,007 5,007 General and administrative expenses 106,129 106,129 Merger and restructuring costs 8,955 (8,955) -- Store closure costs 46,438 (46,438) -- ----------------------------------------- 648,483 (55,393) 593,090 Operating profit 1,509 111,493 113,002 Other income (expense): Interest income 8,654 8,654 Interest expense (6,505) (6,505) Miscellaneous income (expense), net (461) (461) ----------------------------------------- Earnings before income taxes 3,197 111,493 114,690 Income taxes 4,270 38,166 42,436 ----------------------------------------- Net earnings $ (1,073) $ 73,327 $ 72,254 ========================================= Earnings per common share: Diluted $ 0.00 $ 0.18 $ 0.19(a) 39 Weeks Ended September 23, 2000 ----------------------------------------- Excluding As Non-recurring Non-recurring Reported Charges/Credits Charges/Credits ----------------------------------------- Sales $ 8,514,836 $ 8,514,836 Cost of goods sold and occupancy costs 6,197,117 6,197,117 ----------------------------------------- Gross profit 2,317,719 2,317,719 Store and warehouse operating and selling expenses 1,648,278 1,648,278 Pre-opening expenses 8,630 8,630 General and administrative expenses 358,645 $(32,544) 326,101 Merger and restructuring costs 1,204 (1,204) -- Store closure costs -- ----------------------------------------- 2,016,757 (33,748) 1,983,009 Operating profit 300,962 33,748 334,710 Other income (expense): Interest income 9,551 9,551 Interest expense (23,584) (23,584) Miscellaneous income (expense), net 59,899 (57,950) 1,949 Earnings before income taxes 346,828 (24,202) 322,626 Income taxes 129,233 (9,861) 119,372 ----------------------------------------- Net earnings $ 217,595 $ (14,341) $ 203,254 ========================================= Earnings per common share: Diluted $0.67 $(0.04) $0.62 39 Weeks Ended September 25, 1999 Excluding As Non-recurring Non-recurring Reported Charges/Credits Charges/Credits ----------------------------------------- Sales $ 7,544,387 $ 7,544,387 Cost of goods sold and occupancy costs 5,487,312 $(56,100) 5,431,212 ----------------------------------------- Gross profit 2,057,075 56,100 2,113,175 Store and warehouse operating and selling expenses 1,406,833 1,406,833 Pre-opening expenses 16,709 16,709 General and administrative expenses 285,559 285,559 Merger and restructuring costs 24,434 (24,434) -- Store closure costs 46,438 (46,438) -- ----------------------------------------- 1,779,973 (70,872) 1,709,101 Operating profit 277,102 126,972 404,074 Other income (expense): Interest income 27,076 27,076 Interest expense (19,556) (19,556) Miscellaneous income (expense), net (4,106) (4,106) ----------------------------------------- Earnings before income taxes 280,516 126,972 407,488 Income taxes 106,897 43,941 150,838 ----------------------------------------- Net earnings $ 173,619 $ 83,031 $ 256,650 ========================================= Earnings per common share: Diluted $0.45 $0.20 $0.65 (a) Due to rounding, amounts do not add across.