<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM 10-K/A
                                   Amendment No. 1

For the fiscal year ended  April 26, 1997     Commission File Number:  0-25372
                                           

                             U.S. OFFICE PRODUCTS COMPANY                   
    -------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

             Delaware                             52-1906050                  
    ---------------------------             ---------------------
    (State or other jurisdiction            (I.R.S. Employer
    incorporation or organization)          Identification of No.)  

           1025 Thomas Jefferson St., N.W., Suite 600E
           Washington, D.C.                                      20007 
    --------------------------------------------------    --------------------
    (Address of principal executive offices)                   (Zip Code)     

           Registrant's telephone number, including area code: (202) 339-6700
                                                               --------------

              Securities registered pursuant to Section 12(b) of the Act: 
                                           
                                     NONE
                                           
              Securities registered pursuant to Section 12(b) of the Act:
                   
                           Common Stock, par value $.001
                                           
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
the filing requirements for at least the past 90 days.      Yes   X      No   
                                                                 ---        ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [___]

State the aggregate market value of the voting stock held by nonaffiliates of 
the registrant.  The aggregate market value shall be computed by reference to 
the price at which the stock was sold, or the average bid and asked prices of 
such stock, as of a specified date within 60 days prior to the date of 
filing.  (See the definition of affiliate in Rule 405.)

                $2,058,582,077 (as of August 15, 1997)

-------------------------------------------------

Indicate the number of shares outstanding of each of the registrant's classes 
of common stock, as of the latest practicable date.

Common Stock, Par Value $0.001 Per Share (72,870,162 shares outstanding as of 
August 15, 1997)
    
-------------------------------------------------------------------------------

Documents incorporated by reference: List the following documents if 
incorporated by reference and the part of the Form 10-K into which the document
is incorporated: (1) any annual report to security holders, (2) any proxy or 
information statement, and (3) any prospectus filed pursuant to Rule 424(b) 
or (c) under the Securities Act of 1933.  (The listed documents should be 
clearly described for identification purposes.)

-------------------------------------------------

                                                                         

<PAGE>

 
                           U.S. OFFICE PRODUCTS COMPANY
                                           


    U.S. Office Products Co., the registrant, hereby amends Item 7, Item 8, 
Item 11 and Item 14 of its Annual Report on Form 10-K for 1997 as set forth 
in the pages attached hereto. 

    
                                          1

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
 
INTRODUCTION
 
    The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes thereto appearing elsewhere
in this Annual Report.
 
    The Company's financial condition and results of operations have changed
dramatically from its inception in October 1994 to April 26, 1997 as a result of
its acquisition program. See "Business-- Business Strategies--Growth Through
Acquisitions." During fiscal 1997, the Company completed 117 business
combinations, 77 of which were accounted for under the purchase method (the
"Fiscal 1997 Purchased Companies") and 40 of which were accounted for under the
pooling-of-interests method. During fiscal 1996, the Company completed 48
business combinations, 34 of which were accounted for under the purchase method
(the "Fiscal 1996 Purchased Companies") and 14 of which were accounted for under
the pooling-of-interests method. The Company's consolidated financial statements
give retroactive effect to the business combinations accounted for under the
pooling-of-interests method and include the results of companies acquired in
business combinations accounted for under the purchase method from their
respective acquisition dates.
 
CONSOLIDATED RESULTS OF OPERATIONS
 
    The following table sets forth various items as a percentage of revenues for
the three fiscal years ended April 26, 1997:
 
<TABLE>
<CAPTION>
                                                                                   FISCAL YEAR ENDED
                                                                      -------------------------------------------
<S>                                                                   <C>            <C>            <C>
                                                                        APRIL 26,      APRIL 30,      APRIL 30,
                                                                          1997           1996           1995
                                                                      -------------  -------------  -------------
Revenues............................................................      100.0%         100.0%         100.0%
Cost of revenues....................................................       71.6           73.9           73.3
                                                                      -------------  -------------  -------------
  Gross profit......................................................       28.4           26.1           26.7
Selling, general and administrative expenses........................       23.1           22.1           22.8
Non-recurring acquisition costs.....................................         .6             .5
Restructuring costs.................................................         .2             .2
                                                                      -------------  -------------  -------------
  Operating income..................................................        4.5            3.3            3.9
Interest expense, net...............................................        1.3             .9             .7
Other (income)......................................................        (.1)           (.1)           (.2)
                                                                      -------------  -------------  -------------
Income before provision for income taxes and extraordinary items....        3.3            2.5            3.4
Provision for income taxes..........................................        1.2             .4             .4
                                                                      -------------  -------------  -------------
Income before extraordinary items...................................        2.1            2.1            3.0
Extraordinary items--losses on early terminations of credit
  facilities, net of income taxes...................................         .1             .1
                                                                      -------------  -------------  -------------
Net income..........................................................        2.0%           2.0%           3.0%
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
                                       2
<PAGE>

    YEAR ENDED APRIL 26, 1997 COMPARED TO THE YEAR ENDED APRIL 30, 1996
 
    Consolidated revenues increased 68.2%, from $1,686.4 million in fiscal 1996,
to $2,835.9 million in fiscal 1997. This increase was primarily due to the
inclusion in fiscal 1997 revenues of revenues from the Fiscal 1997 Purchased
Companies from their respective dates of acquisition and revenues from the
Fiscal 1996 Purchased Companies for the entire year. Revenues in fiscal 1996
include revenues from the Fiscal 1996 Purchased Companies from their respective
dates of acquisition. The revenues were generated primarily in the office
products and print management industry segments, which represented 72.0% and
13.0%, respectively, of consolidated revenues for fiscal 1997, and 62.4% and
18.8%, respectively, of consolidated revenues for fiscal 1996. The change in the
mix of revenues by industry segment is the direct result of the mix of the
acquisitions in the different industry segments completed in fiscal 1997 and
1996.
 
    International revenues increased from $197.3 million, or 11.7% of
consolidated revenues, in fiscal 1996, to $829.9 million, or 29.3% of
consolidated revenues in fiscal 1997. International revenues consisted primarily
of revenues from New Zealand and Australia, with the balance from Canada. The
increase in international revenues was primarily due to the inclusion, in the
revenues for fiscal 1997, of revenues from 16 companies that were acquired in
business combinations accounted for under the purchase method during fiscal
1997. Fiscal 1996 international revenues include the results of two companies
for the entire year and the results of three companies acquired in fiscal 1996
in business combinations accounted for under the purchase method.
 
    Gross profit increased 82.9%, from $439.8 million, or 26.1% of revenues, in
fiscal 1996, to $804.2 million, or 28.4% of revenues, in fiscal 1997. The
increase in gross profit as a percentage of revenues was due primarily to a
shift in revenue mix resulting in a higher proportion of revenues in
traditionally higher margin products and services, primarily as a result of
products sold in New Zealand and Australia and as a result of improved
purchasing and rebate programs negotiated with vendors.
 
    Selling, general and administrative expenses increased 76.0%, from $372.2
million, or 22.1% of revenues, in fiscal 1996, to $655.1 million, or 23.1% of
revenues, in fiscal 1997. The increase in selling, general and administrative
expenses as a percentage of revenues was due primarily to a shift in revenue mix
resulting in a higher proportion of revenues from products and services with
traditionally higher selling, general and administrative expenses, such as
products sold in New Zealand and Australia.
 
    The Company incurred one-time, non-recurring acquisition costs of $16.2
million and $8.1 million during fiscal 1997 and 1996, respectively, in
conjunction with business combinations accounted for under the
pooling-of-interests method. These non-recurring acquisition costs included
accounting and legal fees, investment banking fees, recognition of transaction
related obligations and various other acquisition related costs. Generally
accepted accounting principles ("GAAP") require the Company to expense all
acquisition costs (both those paid by the Company and those paid by the sellers
of the acquired companies) related to business combinations accounted for under
the pooling-of-interests method. The increase in such non-recurring acquisition
costs reflects the increase in the number of business combinations accounted for
under the pooling-of-interests method, from 14 during fiscal 1996 to 40 during
fiscal 1997. The Company expects to incur similar costs in the future, as the
Company anticipates completing additional acquisitions accounted for under the
pooling-of-interests method. See "Business--Business Strategies--Growth Through
Acquisitions" and "Business--Factors Affecting the Company's Future
Prospects--Rapid Expansion and Dependence on Acquisitions for Future Growth."
 
    The Company also incurred restructuring costs of approximately $4.4 million
and $3.2 million during fiscal 1997 and 1996, respectively. These costs
represent the external costs and liabilities to close redundant Company
facilities, severance costs related to the Company's employees and other costs
associated with the Company's restructuring plans. The Company expects to incur
similar costs in the future as the Company continues to review its operations.
See "Business--Factors Affecting the Company's Future Prospects--Integration of
Acquisitions and Limited Combined Operating History." On a regional level, the
Company is implementing regional consolidation and integration plans for its
office
 
                                       3
<PAGE>

supply, office coffee and beverage services and office furniture divisions
through which the Company has established and expects to continue to establish
DFCs. The DFCs are intended to enable certain operational activities, such as
inventory management, purchasing, accounting and human resources, to be shared
among hubs and spokes located within the same geographic area. This regional
approach is intended to permit the elimination of duplicative facilities and
costs and promote integration of the operations within each region. See
"Business -- Business Strategies -- Achieving Operating Efficiencies."
 
    Interest expense, net of interest income, increased 143.8%, from $15.7
million in fiscal 1996, to $38.3 million in fiscal 1997. This increase was due
primarily to the increase in the Company's borrowings through the issuance of an
aggregate of $373.75 million of 5 1/2% Convertible Subordinated Notes (the
"Notes") during the fourth quarter of fiscal 1996 and the first quarter of
fiscal 1997 and an increase in the outstanding balance under the Company's
credit facility. The proceeds from the issuance of the Notes and the additional
borrowings under the credit facility were used primarily to fund the cash
portion of the consideration in certain business combinations accounted for
under the purchase method and to refinance indebtedness assumed in business
combinations.
 
    Other income increased 113.0%, from $1.7 million in fiscal 1996, to $3.7
million in fiscal 1997. Fiscal 1997 other income consists primarily of foreign
currency gains and equity in the net income of the Company's 49% investment in
Dudley, the largest independent office products dealer in the United Kingdom.
The Company anticipates that foreign currency transaction gains and losses will
be immaterial in the future and that the income from its equity investment will
increase as the fiscal 1997 amount represented earnings from November 14, 1996,
the date of the Company's investment, through April 26, 1997.
 
    Provision for income taxes increased from $7.5 million in fiscal 1996 to
$35.1 million in fiscal 1997, reflecting effective income tax rates of 17.7% and
37.4%, respectively. The low effective income tax rate in fiscal 1996, compared
to the federal statutory rate of 35.0%, was primarily due to the fact that
several of the companies included in the results for such year, which were
acquired in business combinations accounted for under the pooling-of-interests
method, were not subject to federal income taxes on a corporate level as they
had elected to be treated as subchapter S corporations prior to being acquired
by the Company. In fiscal 1997, this effect was offset by the increase in
nondeductible expenses, including amortization of goodwill and non-recurring
acquisition costs. The Company also reversed a deferred tax asset valuation
allowance of approximately $5.3 million, during fiscal 1997, as it was
considered more likely than not that the related deferred tax benefits would be
realized.
 
    During fiscal 1997, the Company incurred extraordinary items totaling $1.5
million, which represent the aggregate expenses, net of the expected tax
benefit, associated with the early termination of the Company's $50 million
credit facility with First Bank National Association and the early termination
of credit facilities at two companies acquired in transactions accounted for
under the pooling-of-interests method during fiscal 1997.
 
    Net income per share increased from $.75 in fiscal 1996 to $.94 in fiscal
1997 as a result of the $23.1 million increase in net income, partially offset
by the increase in the weighted average number of common shares outstanding. The
Company anticipates that, as a result of shares of common stock issued during
fiscal 1997 related to business combinations and the public offering of
8,682,331 shares of common stock in February and March 1997 and the expectation
that the consideration for future acquisitions will include the issuance of
shares of common stock, the weighted average number of common shares outstanding
will continue to increase.
 
    YEAR ENDED APRIL 30, 1996 COMPARED TO THE YEAR ENDED APRIL 30, 1995
 
    Consolidated revenues increased 62.0%, from $1,041.3 million in fiscal 1995,
to $1,686.4 million in fiscal 1996. This increase was primarily due to the
inclusion in the revenues for fiscal 1996 of revenues
 
                                       4
<PAGE>

from the Fiscal 1996 Purchased Companies from their respective dates of
acquisition and revenues from six companies that were acquired in business
combinations accounted for under the purchase method during fiscal 1995 (the
"Fiscal 1995 Purchased Companies") for the entire year. Revenues in fiscal 1995
include revenues from the Fiscal 1995 Purchased Companies from their respective
dates of acquisition. The revenues were generated primarily in the office
products and print management industry segments, which represented 62.4% and
18.8%, respectively, of consolidated revenues for fiscal 1996, and 62.8% and
13.4%, respectively, of consolidated revenues for fiscal 1995. The change in the
mix of revenues by industry segment is the direct result of the mix of the
acquisitions in the different industry segments completed in fiscal 1996 and
1995.
 
    International revenues increased from $35.7 million, or 3.4% of consolidated
revenues, in fiscal 1995, to $197.3 million, or 11.7% of consolidated revenues,
in fiscal 1996. This increase was primarily due to the inclusion in the revenues
for fiscal 1996 of revenues from two companies for the entire year and three
companies that were acquired in business combinations accounted for under the
purchase method during fiscal 1996.
 
    Gross profit increased 57.9%, from $278.6 million, or 26.7% of revenues, in
fiscal 1995, to $439.8 million, or 26.1% of revenues, in fiscal 1996. The
decrease in gross profit as a percentage of revenues was due primarily to a
shift in revenue mix, primarily resulting from acquisitions, to revenues in
traditionally lower gross margin products and services such as print management
and business machines.
 
    Selling, general and administrative expenses increased 56.5%, from $237.9
million, or 22.8% of revenues, in fiscal 1995, to $372.2 million, or 22.1% of
revenues, in fiscal 1996. The decrease in selling, general and administrative
expenses as a percentage of revenues was due primarily to a shift in revenue
mix, primarily resulting from acquisitions, to revenues in products and services
traditionally lower in selling, general and administrative expenses such as
print management and business machines.
 
    The Company incurred one-time, non-recurring acquisition costs of
approximately $8.1 million in fiscal 1996, in conjunction with 14 business
combinations accounted for under the pooling-of-interests method. The
non-recurring acquisition costs in fiscal 1996 included a charge of
approximately $4.7 million related to one business combination which included
the payment of significant transaction-related compensation obligations. During
fiscal 1996, the Company also recorded restructuring charges of $3.2 million
related to the consolidation of two facilities at one subsidiary and the
discontinuation of the printing division at another subsidiary.
 
    Interest expense, net of interest income, increased 118.5% from $7.2
million, in fiscal 1995, to $15.7 million in fiscal 1996. This increase was due
primarily to the increase in the Company's borrowings through the issuance of
$143.75 million of Notes during the fourth quarter of fiscal 1996 and an
increase in the outstanding balance on the Company's credit facility. The
proceeds from the issuance of the Notes and the additional borrowings from the
credit facility were used to fund the cash portion of the consideration in
business combinations and to refinance indebtedness assumed in such business
combinations.
 
    Provision for income taxes increased from $3.8 million in fiscal 1995 to
$7.5 million in fiscal 1996 reflecting effective income tax rates of 10.7% and
17.7%, respectively. The low effective income tax rates in fiscal 1995 and 1996,
compared to the federal statutory rate of 35.0%, are primarily due to the fact
that several companies included in the results for fiscal 1995 and 1996, which
were acquired in business combinations accounted for under the
pooling-of-interests method, were not subject to federal income taxes on a
corporate level as they had elected to be treated as subchapter S corporations
prior to being acquired by the Company.
 
                                       5
<PAGE>

    During fiscal 1996, the Company incurred an extraordinary item of $701,000,
which represented the aggregate expenses, net of the expected tax benefit,
associated with the early termination of a credit facility at a company acquired
in a business combination accounted for under the pooling-of-interests method.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    At April 26, 1997, the Company had cash of $44.0 million and working capital
of $323.7 million. The Company's capitalization, defined as the sum of long-term
debt and stockholders' equity, at April 26, 1997 was approximately $1.3 billion.
 
    During fiscal 1997, net cash provided by operating activities was $46.1
million. Net cash provided by operating activities was impacted by the Company's
aggressive cash payment policies related to bringing current the accounts
payable balances at all acquired companies and earning all available cash
discounts offered by vendors for paying balances on reduced payment terms. Net
cash used in investing activities was $463.5 million, including $354.8 million
for acquisitions, $51.9 million for additions to property and equipment and
$41.3 million to make an equity investment in Dudley. Net cash provided by
financing activities was $278.4 million. The Company received net proceeds from
the sale of shares of its common stock of $320.5 million and approximately
$222.7 million from the issuance of the Notes. These net proceeds were used
primarily to fund acquisitions and repay higher interest rate debt assumed in
acquisitions.
 
    During fiscal 1996, net cash provided by operating activities was $43.0
million. Net cash used in investing activities was $168.9 million, including
$130.2 million used for acquisitions and $26.8 million used for additions to
property and equipment. Net cash provided by financing activities was $284.2
million. The Company received net proceeds from the sale of shares of its common
stock of $181.5 million and net proceeds from the issuance of the Notes of
approximately $138.4 million. These net proceeds were used primarily to fund
acquisitions, including the repayment of higher interest rate debt assumed in
business combinations.
 
    During fiscal 1995, net cash provided by operating activities was $23.7
million. Net cash used in investing activities was $30.8 million, including
$18.1 million used for acquisitions and $13.1 million used for additions to
property and equipment. Net cash provided by financing activities was $14.4
million, representing net proceeds from the initial public offering, partially
offset by the payment of $11.3 million to the stockholders of four of the
companies acquired simultaneously with the completion of the Company's initial
public offering and the payment of dividends to certain of the companies
acquired in business combinations accounted for under the pooling-of-interests
method of $16.3 million.
 
    In February and March 1997, the Company completed the public sale, at a
gross price of $33.00 per share, of 8,682,331 shares of its common stock. The
net proceeds to the Company, after deducting underwriting discounts and
commissions and offering expenses, were approximately $275.7 million and were
used to repay a portion of the then outstanding balance under the Company's
credit facility.
 
    In October 1996, the Company refinanced $180 million in high interest rate
debt outstanding in New Zealand and Australia with $180 million that was
available to the Company under the its credit facility solely for purposes of
such refinancing. The average annual interest rate on such debt prior to such
refinancing was approximately 11.0%.
 
    In September 1996, the Company sold 1,250,000 shares of common stock to
Quantum Partners LDC in a private placement. The Company received net proceeds
of approximately $38.1 million as a result of the sale. The proceeds were used
to repay a portion of the then outstanding balance under the Company's credit
facility.
 
    In August 1996, the Company entered into an agreement under which a
syndicate of financial institutions, led by Bankers Trust Company, as agent (the
"Bank"), is providing the Company with a $500 million credit facility (the
"Credit Facility"), bearing interest, at the Company's option, at the Bank's
base
 
                                       6
<PAGE>

rate plus an applicable margin of up to 1.25%, or a eurodollar rate plus an
applicable margin of up to 2.5%. The availability under the Credit Facility is
subject to two sublimits: $100 million for working capital loans and $400
million for acquisition loans. The Credit Facility is secured by a majority of
the assets of the Company and its subsidiaries and contains customary covenants,
including financial covenants with respect to the Company's consolidated
leverage and interest coverage ratios, capital expenditures, payment of
dividends and purchases and sales of assets, and customary default provisions,
including provisions related to non-payment of principal and interest, default
under other debt agreements and bankruptcy. At July 1, 1997, the Company had
approximately $217.8 million outstanding under the Credit Facility at an annual
interest rate of approximately 7.6% and had $186.0 million and $96.2 million
available under the Credit Facility for acquisition and working capital
purposes, respectively.
 
    In May and June 1996, the Company completed the sales, in an offshore
offering and in a concurrent private placement in the United States, of 5 1/2%
Convertible Subordinated Notes due 2003 (the "May Notes") in the principal
amount of $230 million, including the manager's over-allotment option of $30
million principal amount of May Notes (the "May Notes Offering"). The net
proceeds from the May Notes Offering, after deducting the managers' discounts
and commissions and offering expenses, were approximately $222.7 million and
were used for working capital and acquisition purposes, including the repayment
of higher interest rate debt assumed in business combinations.
 
    Subsequent to April 26, 1997 and through July 1, 1997, the Company completed
13 business combinations for an aggregate purchase price of $165.4 million,
consisting of approximately $101.4 million of cash and 2,405,039 shares of the
Company's common stock with an aggregate market value on the dates of
acquisition of approximately $64.0 million. On May 22, 1997, the Company signed
a definitive agreement to acquire MBE. See "Business--Overview."
 
    The Company plans to continue to consolidate and modernize its distribution
facilities and systems, including through creation of DFCs and the consolidation
of existing facilities into DFCs. See "Business--Business Strategies--Achieving
Operating Efficiencies." The Company expects to incur capital expenditures of
approximately $60 million over the next fiscal year for this and other purposes.
 
    The Company anticipates that its current cash on hand, cash flow from
operations and additional financing available under the Credit Facility will be
sufficient to meet the Company's liquidity requirements for its operations
through the remainder of the calendar year. However, the Company is currently,
and intends to continue, pursuing additional acquisitions, which are expected to
be funded through a combination of cash and common stock. There can be no
assurances that additional sources of financing will not be required during the
next twelve months or thereafter to fund the Company's acquisition program.
 
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS
 
    The Company's business is subject to seasonal influences. The Company's
historical revenues and profitability in its core office products business have
been lower in the first two quarters of its fiscal year, primarily due to the
lower level of business activity in North America during the summer months. The
seasonality of the core office products business, however, is expected to be
impacted by the seasonality of the Company's other operations, which have
expanded through acquisitions. For example, the revenues and profitability of
the Company's school supplies and school furniture business have been higher
during the Company's first and second quarters and significantly lower in its
third and fourth quarters, and the revenues and profitability of the Company's
operations in New Zealand and Australia have generally been higher in the
Company's third quarter. As the Company's mix of businesses evolves through
future acquisitions, these seasonal fluctuations may continue to change.
Therefore, results for any quarter are not necessarily indicative of the results
that the Company may achieve for any subsequent fiscal quarter or for a full
fiscal year.
 
                                       7
<PAGE>

    Quarterly results also may be materially affected by the timing of
acquisitions, the timing and magnitude of costs related to such acquisitions,
variations in the prices paid by the Company for the products it sells, the mix
of products sold, general economic conditions and the retroactive restatement in
accordance with generally accepted accounting principles of the Company's
consolidated financial statements for acquisitions accounted for under the
pooling-of-interests method. Moreover, the operating margins of companies
acquired by the Company may differ substantially from those of the Company,
which could contribute to the further fluctuation in its quarterly operating
results. Therefore, results for any quarter are not necessarily indicative of
the results that the Company may achieve for any subsequent fiscal quarter or
for a full fiscal year.
 
    The following tables set forth certain unaudited consolidated quarterly
financial data for the fiscal years ended April 26, 1997 and April 30, 1996 (in
thousands, except for per share amounts). The information has been derived from
unaudited consolidated financial statements that in the opinion of management
reflect all adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of such quarterly information.
 
                                  FISCAL 1997
 
<TABLE>
<CAPTION>
                                                       FIRST       SECOND      THIRD       FOURTH       TOTAL
                                                    -----------  ----------  ----------  ----------  ------------
<S>                                                 <C>          <C>         <C>         <C>         <C>
Revenues..........................................   $ 552,489   $  736,686  $  756,707  $  789,993  $  2,835,875
Gross profit......................................     153,745      209,509     214,253     226,655       804,162
Operating income..................................      27,877       39,063      31,253      30,228       128,421
Net income........................................      16,330       18,092      10,770      12,096        57,288
Net income per share..............................         .29          .31         .18         .18           .94
</TABLE>
 
                                  FISCAL 1996
 
<TABLE>
<CAPTION>
                                                       FIRST       SECOND      THIRD       FOURTH       TOTAL
                                                    -----------  ----------  ----------  ----------  ------------
<S>                                                 <C>          <C>         <C>         <C>         <C>
Revenues..........................................   $ 330,612   $  406,538  $  458,222  $  491,058  $  1,686,430
Gross profit......................................      84,339      104,745     118,107     132,592       439,783
Operating income..................................       6,330       15,979      22,272      11,751        56,332
Net income........................................       4,847       10,179      13,516       5,634        34,176
Net income per share..............................         .12          .23         .30         .11           .75
</TABLE>
 
INFLATION
 
    The Company does not believe that inflation has had a material impact on its
results of operations during fiscal 1997, 1996 or 1995.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
    In February 1997, the Financial Accounting Standards Board issued a new
opinion which establishes standards for computing and presenting earnings per
share ("EPS"). This opinion is intended to simplify the EPS computation and
enhance the comparability of EPS information internationally. The new standard
requires the presentation of both basic and diluted EPS on the face of the
income statement. Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. This statement is required to be
adopted by the Company during the third quarter of fiscal 1998. The Company
anticipates that the adoption of this opinion will not have a material effect on
EPS.

                                       8


<PAGE>


Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------


                        Index to Financial Statements
<TABLE>
<CAPTION>

                                                                               Page
                                                                               ----

<S>                                                                            <C>
Reports of Independent Accountants.........................................    F-1
Consolidated Balance Sheet as of April 26, 1997 and April 30, 1996.........    F-13
Consolidated Statement of Income for the years ended April 26, 1997 
    and April 30, 1996 and 1995...........................................     F-14
Consolidated Statement of Stockholders' Equity for the years ended 
    April 26, 1997 and April 30, 1996 and 1995............................     F-15
Consolidated Statement of Cash Flows for the years ended April 26, 1997
 and April 30, 1996 and 1995...............................................    F-17
Notes to Consolidated Financial Statements.................................    F-19

</TABLE>





                                          9
<PAGE>
    
                       Report of Independent Accountants

To the Board of Directors and Stockholders of
  U.S. Office Products Company

    In our opinion, based upon our audits and the reports of other auditors, 
the consolidated financial statements listed in the accompanying index 
present fairly, in all material respects, the financial position of U.S. 
Office Products Company and its subsidiaries at April 26, 1997 and April 30, 
1996, and the results of their operations and their cash flows for each of 
the three fiscal years in the period ended April 26, 1997, in conformity with 
generally accepted accounting principles.  These financial statements are the 
responsibility of the Company's management; our responsibility is to express 
an opinion on these financial statements based on our audits.  We did not 
audit the financial statements of certain wholly-owned subsidiaries, which 
statements reflect total revenues of $616.9 million and $323.1 million 
included in the Company's fiscal years ended April 30, 1996 and 1995, 
respectively.  Those statements were audited by other auditors whose reports 
thereon have been furnished to us, and our opinion expressed herein, insofar 
as it relates to the amounts included for those wholly-owned subsidiaries, is 
based solely on the reports of the other auditors.  We conducted our audits 
of these statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, assessing 
the accounting principles used and significant estimates made by management, 
and evaluating the overall financial statement presentation.  We believe that 
our audits and the reports of other auditors provide a reasonable basis for 
the opinion expressed above.

/s/ Price Waterhouse LLP

Minneapolis, Minnesota
June 6, 1997




                                         F-1

<PAGE>

                          Report of Independent Auditors

Board of Directors
  School Specialty, Inc.

    We have audited the balance sheets of School Specialty, Inc. (formerly 
known as EDA Corporation) (the Company) as of December 31, 1995 and 1994, and 
the related statements of operations, changes in shareholders' deficit and 
cash flows for the years then ended (not presented separately herein).  These 
financial statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of the Company at 
December 31, 1995 and 1994, and the results of its operations and its cash 
flows for the years then ended, in conformity with generally accepted 
accounting principles.

                                                      /s/ Ernst & Young LLP
                                                      Milwaukee, WI

February 2, 1996



                                         F-2

<PAGE>


                        Report of Independent Auditors

Board of Directors
  The Re-Print Corporation
  Birmingham, Alabama

    We have audited the accompanying balance sheets of the Re-Print 
Corporation as of December 31, 1995 and 1994, and the related statements of 
income, stockholders' equity, and cash flows for three years ended December 
31, 1995, 1994, and 1993 (not presented separately herein). These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of The Re-Print 
Corporation at December 31, 1995 and 1994, and the results of its operations 
and its cash flows for three years ended December 31, 1995, 1994, and 1993 in 
conformity with generally accepted accounting principles.

                                                      /s/ BDO Seidman, LLP

Atlanta, Georgia
February 8, 1996

                                         F-3

<PAGE>



                        Report of Independent Auditors

The Board of Directors and Stockholders
  SFI Corp.

    We have audited the accompanying balance sheet of SFI Corp. as of 
December 31, 1995 and the related statements of income, stockholders' equity, 
and cash flows for the year then ended, which are not included herein.  These 
financial statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of SFI Corp. as of 
December 31, 1995 and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ KPMG Peat Marwick LLP

Norfolk, Virginia
August 28, 1996


                                         F-4

<PAGE>

                         Report of Independent Auditors

The Board of Directors and Stockholders
  Hano Document Printers, Inc.

    We have audited the accompanying balance sheet of Hano Document Printers, 
Inc. as of December 31, 1995 and the related statements of income, 
stockholders' equity, and cash flows for the year then ended, which are not 
included herein.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Hano Document 
Printers, Inc. as of December 31, 1995 and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ KPMG Peat Marwick LLP

Norfolk, Virginia
August 28, 1996




                                         F-5

<PAGE>


                         Report of Independent Auditors

The Board of Directors and Stockholders
  SFI Corp. and Hano Document Printers, Inc.

    We have audited the combined balance sheet of SFI Corp. and Hano Document 
Printers, Inc. (collectively referred to as the "Companies") as of December 
31, 1994, and the related statements of income, stockholders' equity, and 
cash flows for each of the years in the two-year period ended December 31, 
1994, which are not included herein.  These combined financial statements are 
the responsibility of the Companies' management.  Our responsibility is to 
express an opinion on these combined financial statements based on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion. 

    In our opinion, the combined financial statements referred to above 
present fairly, in all material respects, the financial position of SFI Corp. 
and Hano Document Printers, Inc., as of December 31, 1994 and the results of 
their operations and cash flows for each of the years in the two-year period 
ended December 31, 1994, in conformity with generally accepted accounting 
principles.

/s/ KPMG Peat Marwick LLP

Norfolk, Virginia
August 28, 1996




                                         F-6

<PAGE>


                        Report of Independent Auditors
                                           
Bay State Computer Group, Inc.
  Boston, Massachusetts

    We have audited the accompanying balance sheets of Bay State Computer 
Group, Inc. as of March 31, 1996 and 1995, and the related statements of 
earnings and retained earnings, and cash flows for the three years ended 
March 31, 1996, 1995 and 1994 (none of which are presented herein 
separately).  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Bay State 
Computer Group, Inc. as of March 31, 1996 and 1995, and the results of its 
operations and its cash flows for the three years ended March 31, 1996, 1995, 
and 1994 in conformity with generally accepted accounting principles.

                                            /s/  Parent, McLaughlin and Nangle
                                                  Certified Public Accountants
                                            Boston, MA


May 23, 1996, except for Note N
as to which the date is
October 14, 1996


                                         F-7

<PAGE>


                        Report of Independent Auditors

To the Shareholders of
  Data Business Forms Limited

    We have audited the balance sheet of Data Business Forms Limited ("DBF") 
as of December 31, 1995 and the statements of income and retained earnings 
and changes in financial position for the period from amalgamation to 
December 31, 1995 These financial statements are the responsibility of DBF's 
management.  Our responsibility is to express an opinion on these combined 
financial statements based on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. 

    In our opinion, these financial statements present fairly, in all 
material respects, the financial position of DBF as at December 31, 1995 and 
the results of its operations and the changes in its financial position for 
the period from amalgamation to December 31, 1995 in accordance with 
generally accepted accounting principles.

                                                 /s/ Ernst & Young

                                                 Chartered Accountants

Toronto, Canada,
February 6, 1996

                                         F-8

<PAGE>


                        Report of Independent Auditors

To the Stockholders and Board of Directors
  Fortran Corp.
  Newington, Virginia

    We have audited the accompanying balance sheet of Fortran Corp. as of 
March 31, 1996, and 1995 and the related statements of earnings, changes in 
stockholders' equity, and cash flows for the years ended March 31, 1996, 
1995, and 1994 (not presented separately herein).  These financial statements 
are the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion. 

    In our opinion, the financial statements referred to and above present 
fairly, in all material respects, the financial position of Fortran Corp. as 
of March 31, 1996, and 1995 and the results of its operations and its cash 
flows for three years ended march 31, 1996, 1995 and 1994 in conformity with 
generally accepted accounting principles. 

    As described in Note 9 to the financial statements, on August 21, 1996, 
the Company entered into a letter of intent to exchange all of its issued and 
outstanding shares of common stock for shares of U.S. Office Products Company 
common stock.

/s/ RUBIN, KOEHMSTEDT AND NADLER
Newington, VA

June 7, 1996, except for Note 9,
as to which the date is
October 24, 1996


                                         F-9

<PAGE>

                        Report of Independent Auditors

The Board of Directors
  MTA, Inc.
  Seattle, Washington

    We have audited the accompanying consolidated balance sheet of MTA, Inc. 
(the Company) as of December 31, 1995 and the related statements of income 
and retained earnings and of cash flows for the period from January 25, 1995 
(date of incorporation) to December 31, 1995.  These financial statements are 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audit. 

    We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion. 

    In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of MTA, Inc. 
as of December 31, 1995, and the results of its operations and its cash flows 
for the period from January 25, 1995, and the results of its operations and 
its cash flows for the period from January 25, 1995 (date of incorporation) 
to December 31, 1995, in conformity with generally accepted accounting 
principles.

/s/ Deloitte & Touche LLP

Seattle, WA
September 23, 1996



                                        F-10

<PAGE>


                         Report of Independent Auditors

To the Shareholders of
  United Envelope Co., Inc.

    We have audited the combined balance sheets of United Envelope Co., Inc. 
and its affiliate, Rex Envelope Co., Inc., as at December 31, 1995 and 1994, 
and the related combined statements of income and retained earnings and cash 
flows for the years then ended (not presented separately herein).  These 
financial statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion. 

    As referred to in Note A on "Principles of Combination," the companies, 
whose financial statements are combined, are related through common ownership 
and control.  In addition, each has pledged certain assets and guaranteed 
long-term indebtedness of the other as described in the notes to financial 
statements.  In view of their close operating and financial relationship, the 
preparation of combined financial statements was considered appropriate.  The 
combined statements, however, do not refer to a legal entity of the companies 
guarantees trade obligations of the other. 

    In our opinion, the combined financial statements referred to above 
present fairly, in all material respects, the combined financial position of 
United Envelope Co., Inc. and its affiliates as at December 31, 1995 and 
1994, and the results of their operations and their cash flows for the years 
then ended, in conformity with generally accepted accounting principles.

/s/ HERTZ, HERSON & COMPANY, LLP

New York, New York
March 6, 1996



                                        F-11

<PAGE>


                        Report of Independent Auditors
                                           
To the Shareholders of
Huxley Envelope Corporation
Industrial Park Blvd.
Mt. Pocono Industrial Park
Mt. Pocono, PA  18344

We have audited the accompanying balance sheets of Huxley Envelope 
Corporation as at December 31, 1995 and 1994, and the related statements of 
income and retained earnings (accumulated deficit) and cash flows for the 
years then ended (not presented separately herein).  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for  our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Huxley Envelope Corporation 
as at December 31, 1995 and 1994, and the results of its operations and its 
cash flows for the years then ended, in conformity with generally accepted 
accounting principles.

/s/HERTZ, HERSON & COMPANY LLP

New York, New York
March 4, 1996



                                        F-12
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                           CONSOLIDATED BALANCE SHEET
 
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                           APRIL 26,    APRIL 30,
                                                                                              1997         1996
                                                                                          ------------  ----------
<S>                                                                                       <C>           <C>
                                                      ASSETS
Current assets:
  Cash and cash equivalents.............................................................  $     44,026  $  183,483
  Accounts receivable, less allowance for doubtful accounts of $10,066 and $6,000.......       380,402     248,934
  Inventories...........................................................................       281,605     152,429
  Prepaid expenses and other current assets.............................................        98,644      56,644
                                                                                          ------------  ----------
      Total current assets..............................................................       804,677     641,490
 
Property and equipment, net.............................................................       241,402     127,581
Intangible assets, net..................................................................       643,629     152,312
Other assets............................................................................       120,644      69,467
                                                                                          ------------  ----------
      Total assets......................................................................  $  1,810,352  $  990,850
                                                                                          ------------  ----------
                                                                                          ------------  ----------
 
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Short-term debt.......................................................................  $    150,458  $  151,731
  Accounts payable......................................................................       204,814     134,832
  Accrued compensation..................................................................        40,285      25,677
  Other accrued liabilities.............................................................        85,373      37,277
                                                                                          ------------  ----------
      Total current liabilities.........................................................       480,930     349,517
 
Long-term debt..........................................................................       389,150     227,736
Deferred income taxes...................................................................         8,656      10,052
Other long-term liabilities and minority interests......................................        10,468       8,799
                                                                                          ------------  ----------
      Total liabilities.................................................................       889,204     596,104
                                                                                          ------------  ----------
 
Commitments and contingencies
 
Stockholders' equity:
  Preferred stock, $.001 par value, 500,000 shares authorized, none outstanding
  Common stock, $.001 par value, 500,000,000 shares authorized,69,652,669 and 52,976,280
    shares issued and outstanding, respectively.........................................            70          53
  Additional paid-in capital............................................................       809,433     313,304
  Cumulative translation adjustment.....................................................        (5,583)        770
  Retained earnings.....................................................................       117,228      80,619
                                                                                          ------------  ----------
      Total stockholders' equity........................................................       921,148     394,746
                                                                                          ------------  ----------
      Total liabilities and stockholders' equity........................................  $  1,810,352  $  990,850
                                                                                          ------------  ----------
                                                                                          ------------  ----------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-13

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                        CONSOLIDATED STATEMENT OF INCOME
 
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                 FOR THE FISCAL YEAR ENDED
                                                                          ----------------------------------------
<S>                                                                       <C>           <C>           <C>
                                                                           APRIL 26,     APRIL 30,     APRIL 30,
                                                                              1997          1996          1995
                                                                          ------------  ------------  ------------
Revenues................................................................  $  2,835,875  $  1,686,430  $  1,041,304
Cost of revenues........................................................     2,031,713     1,246,647       762,724
                                                                          ------------  ------------  ------------
    Gross profit........................................................       804,162       439,783       278,580
 
Selling, general and administrative expenses............................       655,101       372,180       237,864
Non-recurring acquisition costs.........................................        16,245         8,057
Restructuring costs.....................................................         4,395         3,214
                                                                          ------------  ------------  ------------
    Operating income....................................................       128,421        56,332        40,716
 
Interest expense........................................................        45,901        20,123         8,319
Interest income.........................................................        (7,632)       (4,425)       (1,135)
Other income............................................................        (3,689)       (1,730)       (1,389)
                                                                          ------------  ------------  ------------
Income before provision for income taxes and
  extraordinary items...................................................        93,841        42,364        34,921
Provision for income taxes..............................................        35,103         7,487         3,754
                                                                          ------------  ------------  ------------
Income before extraordinary items.......................................        58,738        34,877        31,167
Extraordinary items--losses on early terminations of credit
  facilities, net of income taxes.......................................         1,450           701
                                                                          ------------  ------------  ------------
Net income..............................................................  $     57,288  $     34,176  $     31,167
                                                                          ------------  ------------  ------------
                                                                          ------------  ------------  ------------
 
Weighted average common shares outstanding..............................        61,174        45,583
 
Income per share before extraordinary items.............................  $       0.96  $       0.77
Extraordinary items.....................................................          0.02          0.02
                                                                          ------------  ------------
Net income per share....................................................  $       0.94  $       0.75
                                                                          ------------  ------------
                                                                          ------------  ------------
Unaudited pro forma income before extraordinary
  items (see Note 10)...................................................  $     51,143  $     21,945  $     20,359
                                                                          ------------  ------------  ------------
                                                                          ------------  ------------  ------------
Unaudited pro forma income per share before
  extraordinary items...................................................  $       0.84  $       0.48
                                                                          ------------  ------------
                                                                          ------------  ------------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-14

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
                FOR THE THREE FISCAL YEARS ENDED APRIL 26, 1997
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                               COMMON STOCK         ADDITIONAL   CUMULATIVE                            TOTAL
                                         -------------------------    PAID-IN    TRANSLATION  RETAINED   TREASURY   STOCKHOLDERS'
                                            SHARES       AMOUNT       CAPITAL    ADJUSTMENT   EARNINGS     STOCK       EQUITY
                                         ------------  -----------  -----------  -----------  ---------  ---------  ------------
<S>                                      <C>           <C>          <C>          <C>          <C>        <C>        <C>
Balance at April 30, 1994..............    25,628,841   $      25    $  26,496    $    (340)  $  58,733  $  (7,562)  $   77,352
  Transactions of Combined Companies
  upon formation of Company:
    Issuance of common stock...........     3,878,000           4           (3)                                               1
    Capital contribution...............                                  1,500                                            1,500
    Distributions to stockholders......                                                         (11,300)                (11,300)
    Adjustments to stockholders'
      equity...........................                                (12,597)                   5,035      7,562
    Cash dividends.....................                                                            (222)                   (222)
  Issuance of common stock, net of
    associated expenses, in conjunction
    with:
    Initial public offering............     3,737,500           4       32,686                                           32,690
    Acquisition........................       875,000           1        8,749                                            8,750
  Transactions of Pooled Companies:
    Exercise of warrants and stock
      options..........................        13,563                      201                                              201
    Cash dividends.....................                                                         (16,086)                (16,086)
  Adjustment to conform the year-ends
    of Pooled Companies................                                                           2,235                   2,235
  Cumulative translation adjustments...                                                 207                                 207
  Net income...........................                                                          31,167                  31,167
                                         ------------       -----   -----------  -----------  ---------  ---------  ------------
 
Balance at April 30, 1995..............    34,132,904          34       57,032         (133)     69,562                 126,495
  Issuances of common stock, net of
    associated expenses, in conjunction
    with:
    Public offerings...................     9,568,045          10      174,727                                          174,737
    Acquisitions.......................     7,413,442           8       68,610                                           68,618
    Exercise of stock options,
      including tax benefits...........        63,350                    1,023                                            1,023
  Transactions of Pooled Companies:
    Issuances of common stock for cash
      and repayment of debt............       581,499                    8,298                                            8,298
    Capital contributions..............                                    500                                              500
    Exercise of warrants and stock
      options..........................       652,615           1        1,752                                            1,753
    Cash and stock dividends...........       564,425                    1,362                  (32,017)                (30,655)
  Adjustment to conform the year-ends
    of Pooled Companies................                                                           8,898                   8,898
  Cumulative translation adjustments...                                                 903                                 903
  Net income...........................                                                          34,176                  34,176
                                         ------------       -----   -----------  -----------  ---------  ---------  ------------
 
Balance at April 30, 1996..............    52,976,280          53      313,304          770      80,619                 394,746
</TABLE>
 
                                      F-15
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
          FOR THE THREE FISCAL YEARS ENDED APRIL 26, 1997 (CONTINUED)
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                              COMMON STOCK         ADDITIONAL  CUMULATIVE                               TOTAL
                                        -------------------------   PAID-IN    TRANSLATION   RETAINED    TREASURY    STOCKHOLDERS'
                                           SHARES       AMOUNT      CAPITAL    ADJUSTMENT    EARNINGS      STOCK        EQUITY
                                        ------------  -----------  ----------  -----------  ----------  -----------  ------------
<S>                                     <C>           <C>          <C>         <C>          <C>         <C>          <C>
Balance at April 30, 1996.............    52,976,280   $      53   $  313,304   $     770   $   80,619                $  394,746
  Issuances of common stock, net of
    associated expenses, in conjunction
    with:
    Public offering...................     8,682,331           9      275,703                                            275,712
    Direct equity investment..........     1,250,000           1       38,112                                             38,113
    Acquisitions......................     5,790,300           6      166,074                                            166,080
    Exercise of stock options,
      including tax benefits..........       131,828                    2,843                                              2,843
    Employee stock purchase plan......       153,332                    3,145                                              3,145
  Transactions of Pooled Companies:
    Issuances of common stock for
      repayment of debt and payment of
      acquisition expenses............       273,087                    6,859                                              6,859
    Capital contributions.............         8,228                    1,857                                              1,857
    Exercise of warrants and stock
      options.........................       319,077           1        1,979                                              1,980
    Retirement of common stock........        68,206                     (443)                     (34)                     (477)
    Cash dividends paid and
      declared........................                                                         (20,931)                  (20,931)
  Adjustment to conform the year-ends
    of Pooled Companies...............                                                             286                       286
  Cumulative translation
    adjustments.......................                                             (6,353)                                (6,353)
  Net income..........................                                                          57,288                    57,288
                                        ------------         ---   ----------  -----------  ----------         ---   ------------
 
Balance at April 26, 1997.............    69,652,669   $      70   $  809,433   $  (5,583)  $  117,228   $            $  921,148
                                        ------------         ---   ----------  -----------  ----------         ---   ------------
                                        ------------         ---   ----------  -----------  ----------         ---   ------------
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                      F-16

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                    FOR THE FISCAL YEAR ENDED
                                                                                ----------------------------------
<S>                                                                             <C>         <C>          <C>
                                                                                APRIL 26,    APRIL 30,   APRIL 30,
                                                                                   1997        1996        1995
                                                                                ----------  -----------  ---------
Cash flows from operating activities:
  Net income..................................................................  $   57,288  $    34,176  $  31,167
  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation and amortization.............................................      48,364       20,389     13,270
    Non-recurring acquisition costs...........................................      16,245        8,057
    Unrealized foreign currency gain..........................................      (3,420)
    Deferred income taxes.....................................................      (3,260)          32       (133)
    Extraordinary losses......................................................       1,450          701
    Equity in net income of affiliate.........................................        (782)
    Stock issued to pay certain acquisition expenses..........................         500
    Changes in current assets and liabilities (net of assets acquired and
      liabilities assumed in business combinations accounted for under the
      purchase method):
      Accounts receivable.....................................................     (27,417)      (8,166)   (32,479)
      Inventories.............................................................      (3,291)       1,817     (3,557)
      Prepaid expenses and other current assets...............................     (11,155)     (24,405)    (2,733)
      Accounts payable........................................................     (31,467)       6,531     11,858
      Accrued liabilities.....................................................       3,084        3,879      6,337
                                                                                ----------  -----------  ---------
        Net cash provided by operating activities.............................      46,139       43,011     23,730
                                                                                ----------  -----------  ---------
Cash flows from investing activities:
  Cash paid in acquisitions, net of cash received.............................    (354,811)    (130,178)   (18,099)
  Payments of non-recurring acquisition costs.................................     (13,588)      (7,283)
  Additions to property and equipment, net of disposals.......................     (51,908)     (26,834)   (13,054)
  Investment in affiliate.....................................................     (41,270)
  Other.......................................................................      (1,877)      (4,653)       364
                                                                                ----------  -----------  ---------
        Net cash used in investing activities.................................    (463,454)    (168,948)   (30,789)
                                                                                ----------  -----------  ---------
Cash flows from financing activities:
  Proceeds from issuance of common stock......................................     320,543      181,530     32,891
  Proceeds from issuance of long-term debt....................................     227,982      207,241     11,798
  Payments of long-term debt..................................................    (218,861)     (22,099)   (10,670)
  Proceeds from (payments of) short-term debt, net............................     (32,563)     (58,999)     5,914
  Payments to terminate credit facilities.....................................      (1,235)        (579)
  Payments of dividends at Pooled Companies...................................     (19,611)     (22,166)   (16,305)
  Capital contributed by stockholders of Pooled Companies.....................       1,857          500
  Net change in cash due to conforming fiscal year-ends of certain Pooled
    Companies.................................................................         286       (1,221)       601
  Capital contributed by Combined Company stockholder.........................                               1,500
  Payments to stockholders of Combined Companies..............................                             (11,300)
                                                                                ----------  -----------  ---------
        Net cash provided by financing activities.............................     278,398      284,207     14,429
                                                                                ----------  -----------  ---------
Effect of exchange rates on cash and cash equivalents.........................        (540)         267       (180)
                                                                                ----------  -----------  ---------
Net (decrease) increase in cash and cash equivalents..........................    (139,457)     158,537      7,190
Cash and cash equivalents at beginning of period..............................     183,483       24,946     17,756
                                                                                ----------  -----------  ---------
Cash and cash equivalents at end of period....................................  $   44,026  $   183,483  $  24,946
                                                                                ----------  -----------  ---------
                                                                                ----------  -----------  ---------
Supplemental disclosure of cash flow information:
    Interest paid.............................................................  $   39,916  $    12,255  $  13,091
    Income taxes paid.........................................................      28,905        8,744      7,726
</TABLE>
 
                                      F-17
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
    The Company issued common stock, notes payable and cash in connection with
certain business combinations accounted for under the purchase method during
fiscal 1997, 1996 and 1995. The fair values of the assets and liabilities of the
acquired companies at the dates of the acquisitions are presented as follows:
 
<TABLE>
<CAPTION>
                                                                                    FOR THE FISCAL YEAR ENDED
                                                                                ----------------------------------
<S>                                                                             <C>         <C>          <C>
                                                                                APRIL 26,    APRIL 30,   APRIL 30,
                                                                                   1997        1996        1995
                                                                                ----------  -----------  ---------
Accounts receivable...........................................................  $  105,538  $    93,741  $  23,462
Inventories...................................................................     122,917       68,861     20,074
Prepaid expenses and other current assets.....................................      23,344        9,740      1,779
Property and equipment........................................................      95,615       57,372      5,459
Intangible assets.............................................................     506,386      127,870     21,079
Other assets..................................................................       7,847       56,529        339
Short-term debt...............................................................     (24,895)    (106,672)   (15,038)
Accounts payable..............................................................    (103,851)     (48,825)   (15,627)
Accrued liabilities...........................................................     (55,477)     (21,554)    (4,958)
Long-term debt................................................................    (155,237)     (17,950)    (6,283)
Other long-term liabilities and minority interest.............................      (1,296)     (12,175)      (437)
                                                                                ----------  -----------  ---------
        Net assets acquired...................................................  $  520,891  $   206,937  $  29,849
                                                                                ----------  -----------  ---------
                                                                                ----------  -----------  ---------
 
The acquisitions were funded as follows:
 
Common stock..................................................................  $  166,080  $    68,618  $   8,750
Debt..........................................................................                    8,141      3,000
Cash..........................................................................     354,811      130,178     18,099
                                                                                ----------  -----------  ---------
        Total.................................................................  $  520,891  $   206,937  $  29,849
                                                                                ----------  -----------  ---------
                                                                                ----------  -----------  ---------
</TABLE>
 
Noncash transactions:
 
-  During fiscal 1997 and 1996, the Company issued 256,420 and 194,447 shares of
    common stock, respectively, to repay $6,359 and $2,470 of indebtedness,
    respectively.
 
-  During fiscal 1997 and 1996, the Company recorded additional paid-in capital
    of approximately $1,250 and $426, respectively, related to the tax benefit
    on stock options exercised.
 
-  During fiscal 1996, one Pooled Company converted $1,385 of debt to common
    stock.
 
-  During fiscal 1996, one Pooled Company paid a dividend of $9,851 through the
    issuance of 564,425 shares of common stock
 
          See accompanying notes to consolidated financial statements.
 
                                      F-18

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 1--BUSINESS ORGANIZATION
 
    U.S. Office Products Company ("U.S. Office Products" and the "Company") was
founded in October 1994. The Company is a supplier of a broad range of office
and educational products and business services to corporate, commercial,
industrial and educational customers. The Company operates throughout the United
States, as well as in New Zealand, Australia and Canada and, through a 49% owned
affiliate, in the United Kingdom.
 
NOTE 2--FORMATION OF COMPANY
 
    Concurrent with the closing of its initial public offering in February 1995,
the Company acquired four companies (the "Combined Companies") for a combination
of its common stock and cash and acquired two companies in business combinations
accounted for under the purchase method. Because of the substantial ongoing
interest of the stockholders of the Combined Companies in U.S. Office Products,
the assets and liabilities of the Combined Companies were combined on a
historical cost basis. The capital stock of the Combined Companies is included
in additional paid-in capital.
 
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
    The accompanying consolidated financial statements and related notes to
consolidated financial statements include the accounts of U.S. Office Products,
the Combined Companies and the companies acquired in business combinations
accounted for under the purchase method (the "Purchased Companies") from their
respective acquisition dates and give retroactive effect to the results of the
companies acquired in business combinations accounted for under the
pooling-of-interests method (the "Pooled Companies") for all periods presented.
 
USE OF ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
DEFINITION OF FISCAL YEAR
 
    As used in these consolidated financial statements and related notes to
consolidated financial statements, "fiscal 1997," "fiscal 1996" and "fiscal
1995" refer to the Company's fiscal years ended April 26, 1997 and April 30,
1996 and 1995, respectively. On August 20, 1996, the Company's Board of
Directors approved a change in the Company's fiscal year-end, effective for the
1997 fiscal year, from April 30 to the last Saturday in April.
 
PRINCIPLES OF CONSOLIDATION
 
    The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. Investments in less than 50% owned entities
are accounted for under the equity method. All significant intercompany
transactions and accounts are eliminated in consolidation.
 
                                      F-19
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
 
    The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.
 
CONCENTRATION OF CREDIT RISK
 
    Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss.
 
INVENTORIES
 
    Inventories are stated at the lower of cost or market with cost determined
on a first-in, first-out (FIFO) basis and consist primarily of products held for
sale.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment is stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and its components and 3 to 15 years for
furniture, fixtures and equipment. Property and equipment leased under capital
leases is being amortized over the lesser of its useful life or its lease terms.
 
INTANGIBLE ASSETS
 
    Intangible assets consist primarily of goodwill, which represents the excess
of cost over the fair value of assets acquired in business combinations
accounted for under the purchase method. Substantially all goodwill is amortized
on a straight line basis over an estimated useful life of 40 years. Management
periodically evaluates the recoverability of goodwill, which would be adjusted
for a permanent decline in value, if any, by comparing anticipated undiscounted
future cash flows from operations to net book value.
 
TRANSLATION OF FOREIGN CURRENCIES
 
    Balance sheet accounts of foreign subsidiaries are translated using the
year-end exchange rate, and statement of income accounts are translated using
the average exchange rate for the year. Translation adjustments are recorded as
a separate component of stockholders' equity.
 
DERIVATIVE FINANCIAL INSTRUMENTS
 
    The Company's wholly-owned foreign subsidiary has entered into forward
foreign currency exchange contracts (the "Exchange Contracts") with
counterparties to hedge the exposure of foreign currency fluctuations to the
extent permissible by hedge accounting requirements. At April 26, 1997, the
Exchange Contracts, in the notional amount of $3,319, hedge certain foreign
currency denominated assets. The
 
                                      F-20
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Exchange Contracts generally have maturity dates of 60 days or less. Discounts
or premiums on the Exchange Contracts are amortized over the life of the
contracts.
 
    The Company's wholly-owned foreign subsidiary also entered into interest
rate swap agreements (the "Swap Agreements") with counterparties to convert the
interest rates associated with certain outstanding debt from variable rates to
fixed rates. The notional amount of the Swap Agreements was $43,000 at April 30,
1996. During fiscal 1997, the Swap Agreements were terminated resulting in a
loss of $117.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The estimated fair value of the Company's financial instruments has been
determined using the following methods and assumptions:
 
-  The carrying amounts of cash and cash equivalents, accounts receivable and
    accounts payable approximate fair value;
 
-  The fair values of the 5 1/2% Convertible Subordinated Notes due 2001 and the
    5 1/2% Convertible Subordinated Notes due 2003 are based on quoted market
    prices;
 
-  The carrying amounts of the Company's debt, other than the 5 1/2% Convertible
    Subordinated Notes due 2001 and the 5 1/2% Convertible Subordinated Notes
    due 2003, approximate fair value, estimated by discounted cash flow analyses
    based on the Company's current incremental borrowing rates for similar types
    of borrowing arrangements.
 
INCOME TAXES
 
    Income taxes have been computed utilizing the asset and liability approach
which requires the recognition of deferred tax assets and liabilities for the
tax consequences of temporary differences by applying enacted statutory tax
rates applicable to future years to differences between the financial statement
carrying amounts and the tax basis of existing assets and liabilities. Certain
companies acquired in pooling-of-interests transactions elected to be taxed as
subchapter S corporations, and accordingly, no federal income taxes were
recorded by those companies for periods prior to their acquisition by U.S.
Office Products.
 
TAXES ON UNDISTRIBUTED EARNINGS
 
    No provision is made for U.S. income taxes on earnings of subsidiary
companies which the Company controls but does not include in the consolidated
federal income tax return since it is management's practice and intent to
permanently reinvest the earnings of these subsidiaries.
 
REVENUE RECOGNITION
 
    Revenue is recognized upon the delivery of products or upon the 
completion of services provided to customers as no additional obligations to 
the customer exist. Returns of the Company's products are considered 
immaterial. The Company also leases equipment to customers under both 
short-term and long-term lease agreements. Revenue related to short-term 
leases is recognized on a monthly basis over the life of the lease. Certain 
long-term leases qualify as sales-type leases and, accordingly, the present 
value of the future lease payments is recognized as income upon delivery of 
the equipment to the customer.
 
                                      F-21
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COST OF REVENUES
 
    Vendor rebates are recognized on an accrual basis in the period earned and
are recorded as a reduction to cost of revenues. Delivery and occupancy costs
are included in cost of revenues.
 
NON-RECURRING ACQUISITION COSTS
 
    Non-recurring acquisition costs represent acquisition costs incurred by the
Company in business combinations accounted for under the pooling-of-interests
method. These costs include legal and accounting fees, investment banking fees,
recognition of transaction related obligations and various other acquisition
related costs.
 
RESTRUCTURING COSTS
 
    The Company records the costs of consolidating existing Company facilities
into acquired operations, including the external costs and liabilities to close
redundant Company facilities and severance and relocation costs related to the
Company's employees in accordance with EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in Restructuring)."
 
ACCRUED ACQUISITION COSTS
 
    The Company accrues the direct external costs incurred in conjunction with
the consummation of business combinations and the costs incurred to consolidate
acquired operations into existing Company facilities, including the external
costs and liabilities to close redundant facilities and severance and relocation
costs related to the acquired entity's employees in accordance with EITF Issue
No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business
Combination."
 
NET INCOME PER SHARE
 
    Net income per share for fiscal 1997 and 1996 is calculated by dividing net
income by the weighted average number of common shares outstanding during the
year including common stock equivalents, if dilutive. Net income per share for
fiscal 1995 has not been presented as it is not considered meaningful due to the
acquisitions of the Combined Companies and the Company's initial public offering
in conjunction with the formation of the Company during fiscal 1995.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
    The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The Statement requires that long-lived assets and
certain identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate the carrying
amount of an asset may not be recoverable. The adoption of SFAS 121 did not have
a material effect on the Company's consolidated operating results or financial
position.
 
    The Company adopted SFAS No. 123, "Accounting for Stock-Based Compensation,"
during fiscal 1997. Under the provisions of SFAS 123, companies can elect to
account for stock-based compensation
 
                                      F-22
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
plans using a fair-value based method or continue measuring compensation expense
for those plans using the intrinsic value method prescribed in APB Opinion No.
25. The Company has elected to continue using the intrinsic value method to
account for stock-based compensation plans. Pro forma disclosures of net income
and net income per share, as if the fair value-based method of accounting
defined in SFAS 123 has been applied, are presented in Note 14.
 
    In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." This Statement establishes standards for computing
and presenting earnings per share ("EPS"). SFAS 128 simplifies the standards for
computing EPS and makes the presentation comparable to international EPS
standards by replacing the presentation of primary EPS with a presentation of
basic EPS. It also requires dual presentation of basic and diluted EPS on the
face of the income statement. Basic EPS excludes dilution and is computed by
dividing income available to common shareholders by the weighted-average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. This Statement is required to be
adopted by the Company during fiscal 1998.
 
NOTE 4--BUSINESS COMBINATIONS
 
POOLING-OF-INTERESTS METHOD
 
    In fiscal 1997 and 1996, the Company issued 22,108,776 and 8,440,852 shares
of common stock, respectively, to acquire 40 (the "1997 Poolings") and 14 (the
"1996 Poolings") companies, respectively, in business combinations accounted for
under the pooling-of-interests method. The Company's consolidated financial
statements give retroactive effect to the acquisitions of the Pooled Companies
for all periods presented. Certain of the Pooled Companies previously reported
on fiscal years ending other than April 26, 1997 and April 30, 1996.
 
    Commencing on May 1, 1996 and 1995, the year-ends of the 1997 Poolings and
the 1996 Poolings were changed to April 26, 1997 and April 30, 1996,
respectively, resulting in adjustments to retained earnings of $286, $8,898 and
$2,235 during fiscal 1997, 1996 and 1995, respectively. Following is a summary
of the results related to the adjustments to retained earnings:
 
<TABLE>
<CAPTION>
                                                                                     FOR THE FISCAL YEAR ENDED
                                                                                 ---------------------------------
<S>                                                                              <C>         <C>         <C>
                                                                                 APRIL 26,   APRIL 30,   APRIL 30,
                                                                                    1997        1996       1995
                                                                                 ----------  ----------  ---------
Revenues.......................................................................  $   (9,907) $  245,737  $  55,126
Costs and expenses.............................................................     (10,193)    236,839     52,891
                                                                                 ----------  ----------  ---------
    Net adjustment.............................................................  $      286  $    8,898  $   2,235
                                                                                 ----------  ----------  ---------
                                                                                 ----------  ----------  ---------
</TABLE>
 
                                      F-23
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
    The following presents the separate results, in each of the periods
presented, of U.S. Office Products (excluding the results of Pooled Companies
prior to the dates on which they were acquired), and the Pooled Companies up to
the dates on which they were acquired:
 
<TABLE>
<CAPTION>
                                                                          U.S. OFFICE      POOLED
                                                                            PRODUCTS     COMPANIES      COMBINED
                                                                          ------------  ------------  ------------
<S>                                                                       <C>           <C>           <C>
Fiscal 1997
  Revenues..............................................................  $  2,175,170  $    660,705  $  2,835,875
  Net income............................................................        36,246        21,042        57,288
 
Fiscal 1996
  Revenues..............................................................  $    488,670  $  1,197,760  $  1,686,430
  Net income............................................................         7,828        26,348        34,176
 
Fiscal 1995
  Revenues..............................................................  $    120,479  $    920,825  $  1,041,304
  Net income............................................................         1,514        29,653        31,167
</TABLE>
 
PURCHASE METHOD
 
    In fiscal 1997, the Company made 77 acquisitions accounted for under the
purchase method for an aggregate purchase price of $520,891 consisting of
$354,811 of cash, and 5,790,300 shares of common stock with a market value of
$166,080. The total assets related to these 77 acquisitions were $861,647,
including goodwill of $506,386. The results of these acquisitions have been
included in the Company's results from their respective dates of acquisition.
 
    In fiscal 1996, the Company made 34 acquisitions accounted for under the
purchase method for an aggregate purchase price of $206,937, consisting of
$130,178 of cash, $8,141 of debt and 7,413,442 shares of common stock with a
market value of $68,618. The total assets related to these 34 acquisitions were
$414,113, including goodwill of $127,870. The results of these acquisitions have
been included in the Company's results from their respective dates of
acquisition.
 
    In fiscal 1995, in addition to the acquisitions of the Combined Companies,
the Company made six acquisitions accounted for under the purchase method for an
aggregate purchase price of $29,849, consisting of $18,099 of cash, $3,000 of
notes payable and 875,000 shares of common stock with a market value of $8,750.
The total assets related to these six acquisitions were $72,192, including
goodwill of $21,079. The results of these acquisitions have been included in the
Company's results from their respective dates of acquisition.
 
    The following presents the unaudited pro forma results of operations of the
Company for the fiscal years ended April 26, 1997 and April 30, 1996 and
includes the Company's consolidated financial statements, which give retroactive
effect to the acquisitions of the Pooled Companies for all periods presented,
and the results of the Purchased Companies as if all such purchase acquisitions
had been made at the beginning of fiscal 1996. The results presented below
include certain pro forma adjustments to
 
                                      F-24

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
reflect the amortization of intangible assets, adjustments in executive
compensation and the inclusion of a federal income tax provision on all
earnings:
 
<TABLE>
<CAPTION>
                                                                    FOR THE FISCAL YEAR ENDED
                                                                    --------------------------
<S>                                                                 <C>           <C>
                                                                     APRIL 26,     APRIL 30,
                                                                        1997          1996
                                                                    ------------  ------------
Revenues..........................................................  $  3,225,582  $  3,094,608
Income before extraordinary items.................................        73,029        49,170
Net income........................................................        71,579        48,469
Income per share before extraordinary items.......................          1.03          0.70
Net income per share..............................................          1.01          0.69
</TABLE>
 
    The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of fiscal 1996 or the
results which may occur in the future.
 
EQUITY INVESTMENT IN AFFILIATE
 
    In November 1996, the Company acquired a 49% equity interest in Dudley
Stationery Limited ("Dudley"), which is being accounted for under the equity
method. Under the terms of the agreement, the Company agreed to invest
approximately $80 million for working capital into Dudley over a two-year
period. The Company has currently invested approximately $41.3 million of the
total $80 million in Dudley.
 
NOTE 5--ACCRUED ACQUISITION COSTS
 
    In conjunction with the acquisitions of the fiscal 1997 Purchased Companies,
the Company accrued the direct external costs incurred in conjunction with the
consummation of the acquisitions and the costs to consolidate acquired
operations into existing Company facilities, including the external costs
associated with closing redundant facilities of acquired companies, and
severance and relocation costs related to the acquired companies' employees.
 
    As of the consummation date of the acquisition, the Company begins to assess
and formulate a plan to exit activities of the acquired companies. Typically,
this involves evaluating the facilities of the Company and the acquired
companies in the specific geographic areas, determining which of the acquired
facilities will be exited and identifying employee groups that will be
terminated or relocated. In most cases, the facilities are closed and the
employees terminated within one year of the completion of the plan.
 
                                      F-25
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 5--ACCRUED ACQUISITION COSTS (CONTINUED)
    The following table sets forth the Company's accrued acquisition costs for
the periods ended April 26, 1997 and April 30, 1996:
 
<TABLE>
<CAPTION>
                                                             EMPLOYEE     DISPOSAL OF
                                               REDUNDANT    SEVERANCE &    ASSETS &
                                              FACILITIES    RELOCATION       OTHER       TOTAL
                                              -----------  -------------  -----------  ---------
<S>                                           <C>          <C>            <C>          <C>
Balance at April 30, 1996...................   $  --         $  --         $  --       $  --
  Additions.................................       1,593         2,484         6,712      10,789
                                              -----------       ------    -----------  ---------
Balance at April 26, 1997...................   $   1,593     $   2,484     $   6,712   $  10,789
                                              -----------       ------    -----------  ---------
                                              -----------       ------    -----------  ---------
</TABLE>
 
NOTE 6--RESTRUCTURING COSTS
 
    The Company records the costs of consolidating existing Company facilities
into acquired operations, including the external costs and liabilities to close
redundant Company facilities and severance and relocation costs related to the
Company's employees. The following table sets forth the Company's accrued
restructuring costs for the periods ended April 26, 1997 and April 30, 1996:
 
<TABLE>
<CAPTION>
                                             FACILITY       SEVERANCE    OTHER ASSET
                                            CLOSURE AND        AND       WRITE- DOWNS
                                           CONSOLIDATION  TERMINATIONS    AND COSTS     TOTAL
                                           -------------  -------------  -----------  ---------
<S>                                        <C>            <C>            <C>          <C>
Balance at April 30 1995:................    $  --          $  --         $  --       $  --
  Additions..............................          641            469         2,104       3,214
  Utilizations...........................                                      (682)       (682)
                                                ------          -----    -----------  ---------
 
Balance at April 30, 1996................          641            469         1,422       2,532
  Additions..............................        1,337            308         2,750       4,395
  Utilizations...........................         (943)          (698)       (3,615)     (5,256)
                                                ------          -----    -----------  ---------
 
Balance at April 26, 1997................    $   1,035      $      79     $     557   $   1,671
                                                ------          -----    -----------  ---------
                                                ------          -----    -----------  ---------
</TABLE>
 
                                      F-26
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 7--PROPERTY AND EQUIPMENT
 
    Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                                        APRIL 26,   APRIL 30,
                                                                          1997         1996
                                                                       -----------  ----------
<S>                                                                    <C>          <C>
Land.................................................................  $    34,153  $    6,993
Buildings............................................................       59,470      46,305
Furniture and fixtures...............................................      181,715      86,719
Warehouse equipment..................................................       29,174      35,987
Equipment under capital leases.......................................       14,787       8,082
Leasehold improvements...............................................       22,637      12,329
                                                                       -----------  ----------
                                                                           341,936     196,415
Less: Accumulated depreciation.......................................     (100,534)    (68,834)
                                                                       -----------  ----------
Net property and equipment...........................................  $   241,402  $  127,581
                                                                       -----------  ----------
                                                                       -----------  ----------
</TABLE>
 
    Depreciation expense for fiscal years 1997, 1996 and 1995 was $31,153,
$14,798 and $10,856, respectively.
 
NOTE 8--INTANGIBLE ASSETS
 
Intangible assets consist of the following:
 
<TABLE>
<CAPTION>
                                                                        APRIL 26,   APRIL 30,
                                                                           1997        1996
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Goodwill..............................................................  $  653,600  $  146,273
Other.................................................................      11,345      14,309
                                                                        ----------  ----------
                                                                           664,945     160,582
Less: Accumulated amortization........................................     (21,316)     (8,270)
                                                                        ----------  ----------
                                                                        $  643,629  $  152,312
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
    Amortization expense for fiscal years 1997, 1996 and 1995 was $14,224,
$5,229 and $1,600, respectively.
 
                                      F-27

<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 9--CREDIT FACILITIES
 
SHORT-TERM DEBT
 
    Short-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                        APRIL 26,   APRIL 30,
                                                                           1997        1996
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Credit facilities with banks, average interest rates of 7.6% at April
  26, 1997 and 7.8% at April 30, 1996.................................  $  140,090  $   26,029
Annual renewal loans provided by banks and other financial
  institutions of foreign subsidiary secured by lease receivables of
  foreign subsidiary.  Interest rates ranging from 7.8% to 10.2% at
  April 30, 1996......................................................                  89,456
Bank lines of credit of foreign subsidiary operations secured by
  assets of those operations.  Interest rates ranging from 9.2% to
  9.8% at April 30, 1996..............................................                  12,731
Other.................................................................       2,160       7,296
Current maturities of long-term debt..................................       8,208      16,219
                                                                        ----------  ----------
      Total short-term debt...........................................  $  150,458  $  151,731
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
    The Company currently has an agreement under which a syndicate of financial
institutions, led by Bankers Trust Company, as Agent (the "Bank"), is providing
the Company with a $500 million credit facility (the "Credit Facility") bearing
interest, at the Company's option, at the Bank's base rate plus an applicable
margin of up to 1.25%, or a eurodollar rate plus an applicable margin of up to
2.5%.  The availability under the Credit Facility is subject to certain
sublimits including $100 million for working capital loans and $400 million for
acquisition loans.  The Credit Facility is secured by a majority of the assets
of the Company and its subsidiaries and contains customary covenants, including
financial covenants with respect to the Company's consolidated leverage and
interest coverage ratios, capital expenditures, payment of dividends and
purchases and sales of assets, and customary default provisions, including
provisions related to non-payment of principal and interest, default under other
debt agreements and bankruptcy.  The Company was in compliance with or obtained
waivers relating to these covenants at April 26, 1997.  At April 26, 1997, the
balance outstanding under the Credit Facility was $140,090 and included five
eurodollar contracts, expiring within 30 days, totaling $105,000 at an average
interest rate of 7.2%.
 
                                      F-28
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 9--CREDIT FACILITIES (CONTINUED)
LONG-TERM DEBT
 
    Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                        APRIL 26,   APRIL 30,
                                                                           1997        1996
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Convertible Subordinated Notes due 2003, interest at 5 1/2%,
  convertible into shares of common stock at any time prior to
  maturity at a conversion price of $47.40 per share, subject to
  adjustment in certain events........................................  $  230,000
Convertible Subordinated Notes due 2001, interest at 5 1/2%,
  convertible into shares of common stock at any time prior to
  maturity at a conversion price of $28.50 per share, subject to
  adjustment in certain events........................................     143,750  $  143,750
Notes payable, secured by certain assets of the Company, interest
  rates ranging from 8.0% to 10.0%, maturities from October 1996
  through 2003........................................................                  35,400
Other.................................................................      16,627      53,175
Capital lease obligations.............................................       6,981      11,630
                                                                        ----------  ----------
      Total maturities of long-term debt..............................     397,358     243,955
Less: Current maturities of long-term debt............................      (8,208)    (16,219)
                                                                        ----------  ----------
      Total long-term debt............................................  $  389,150  $  227,736
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
    The 5 1/2% Convertible Subordinated Notes due 2003 (the "2003 Notes") are
redeemable, in whole or in part, at the Company's option at specified redemption
prices on or after May 22, 1998, but may not be redeemed prior to May 15, 1999
unless the closing price of the common stock is at least 150% of the conversion
price for a period of time prior to the notice of redemption.  Costs incurred in
connection with the issuance of the 2003 Notes are included in other assets and
are being amortized over the seven year period of maturity.  The fair value of
the 2003 Notes at April 26, 1997, based upon quoted market prices, totaled
$184,000.
 
    The 5 1/2% Convertible Subordinated Notes due 2001 (the "2001 Notes") are
redeemable, in whole or in part, at the Company's option at specified redemption
prices on or after February 3, 1998, but may not be redeemed prior to February
2, 1999 unless the closing price of the common stock is at least 150% of the
conversion price for a period of time prior to the notice of redemption.  Costs
incurred in connection with the issuance of the 2001 Notes are included in other
assets and are being amortized over the five year period of maturity.  The fair
value of the 2001 Notes at April 26, 1997, based upon quoted market prices,
totaled $147,344.
 
                                      F-29
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 9--CREDIT FACILITIES (CONTINUED)
MATURITIES OF LONG-TERM DEBT
 
    Maturities on long-term debt, including capital lease obligations, are as
follows:
 
<TABLE>
<S>                                                                 <C>
1998..............................................................  $   8,208
1999..............................................................      8,957
2000..............................................................      1,862
2001..............................................................    144,557
2002..............................................................        333
Thereafter........................................................    233,441
                                                                    ---------
Total maturities of long-term debt................................  $ 397,358
                                                                    ---------
                                                                    ---------
</TABLE>
 
NOTE 10--INCOME TAXES
 
    Domestic and foreign income before provision for income taxes and
extraordinary items consist of the following:
 
<TABLE>
<CAPTION>
                                                                  FOR THE FISCAL YEAR ENDED
                                                               -------------------------------
<S>                                                            <C>        <C>        <C>
                                                               APRIL 26,  APRIL 30,  APRIL 30,
                                                                 1997       1996       1995
                                                               ---------  ---------  ---------
Domestic.....................................................  $  66,076  $  37,931  $  32,728
Foreign......................................................     27,765      4,433      2,193
                                                               ---------  ---------  ---------
Total........................................................  $  93,841  $  42,364  $  34,921
                                                               ---------  ---------  ---------
                                                               ---------  ---------  ---------
</TABLE>
 
    The provision for income taxes consists of:
 
<TABLE>
<CAPTION>
                                                                     FOR THE FISCAL YEAR ENDED
                                                                -----------------------------------
<S>                                                             <C>        <C>          <C>
                                                                APRIL 26,   APRIL 30,    APRIL 30,
                                                                  1997        1996         1995
                                                                ---------  -----------  -----------
Income taxes currently payable:
Federal.......................................................  $  22,829   $   6,011    $   2,374
State.........................................................      3,797         608          704
Foreign.......................................................     11,737         836          809
                                                                ---------  -----------  -----------
                                                                   38,363       7,455        3,887
                                                                ---------  -----------  -----------
Deferred income tax expense (benefit).........................     (3,260)         32         (133)
                                                                ---------  -----------  -----------
Total provision for income taxes..............................  $  35,103   $   7,487    $   3,754
                                                                ---------  -----------  -----------
                                                                ---------  -----------  -----------
</TABLE>
 
                                      F-30
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 10--INCOME TAXES (CONTINUED)
    Deferred taxes are comprised of the following:
 
<TABLE>
<CAPTION>
                                                                          APRIL 26,  APRIL 30,
                                                                            1997        1996
                                                                          ---------  ----------
<S>                                                                       <C>        <C>
Current deferred tax assets:
  Inventory.............................................................  $   1,223  $    1,087
  Allowance for doubtful accounts.......................................      2,028       1,475
  Net operating loss carryforward.......................................      3,192       3,192
  Accrued liabilities...................................................      4,177       3,289
                                                                          ---------  ----------
    Total current deferred tax assets...................................     10,620       9,043
                                                                          ---------  ----------
Long-term deferred tax liabilities:
  Property and equipment................................................     (4,540)     (4,998)
  Intangible assets.....................................................       (670)       (441)
  Internal Revenue Service tax assessment...............................     (3,383)     (3,383)
  Other.................................................................        (63)     (1,230)
                                                                          ---------  ----------
    Total long-term deferred tax liabilities............................     (8,656)    (10,052)
                                                                          ---------  ----------
    Subtotal............................................................      1,964      (1,009)
    Valuation allowance.................................................                 (5,468)
                                                                          ---------  ----------
    Net deferred tax asset (liability)..................................  $   1,964  $   (6,477)
                                                                          ---------  ----------
                                                                          ---------  ----------
</TABLE>
 
    At April 30, 1996, a valuation allowance had been recorded, related to
deferred tax assets of a Pooled Company, including net operating loss
carryforwards.  Based upon the improved profitability of this Pooled Company
during fiscal 1997, the valuation allowance was reversed resulting in a lower
provision for income taxes.
 
    The Internal Revenue Service ("IRS") tax assessment relates to the deferral
of a gain on the sale of land and a building by a subsidiary of the
Company.  The IRS has determined that a portion of the gain recorded by the
subsidiary does not qualify for deferral and has assessed the Company additional
taxes.  The subsidiary has recorded a deferred tax liability, including
interest, as a result of the assessment.  The Company has filed an appeal with
the IRS relating to the above assessment; however, the IRS has not yet responded
to the appeal.
 
                                      F-31
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 10--INCOME TAXES (CONTINUED)
    The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                       FOR THE FISCAL YEAR ENDED
                                                                 -------------------------------------
<S>                                                              <C>          <C>          <C>
                                                                  APRIL 26,    APRIL 30,    APRIL 30,
                                                                    1997         1996         1995
                                                                 -----------  -----------  -----------
U.S. federal statutory rate....................................        35.0%        35.0%        35.0%
State income taxes, net of federal income tax benefit..........         2.9          5.4          4.1
Subchapter S corporation income not subject to corporate level
  taxation.....................................................        (8.1)       (30.5)       (31.0)
Foreign earnings not subject to U.S. taxes.....................         2.0         (0.6)
Minority interest in foreign taxes.............................                      2.5
Nondeductible goodwill.........................................         3.1          2.6          1.4
Nondeductible acquisition costs................................         5.3          1.1
Reversal of valuation allowance................................        (5.8)
Other..........................................................         3.0          2.2          1.2
                                                                        ---        -----        -----
Effective income tax rate......................................        37.4%        17.7%        10.7%
                                                                        ---        -----        -----
                                                                        ---        -----        -----
</TABLE>
 
    One Combined Company and certain Pooled Companies were organized as
subchapter S corporations prior to the closing of their acquisitions by the
Company and, as a result, the federal tax on their income was theresponsibility
of their individual stockholders.  Accordingly, the Combined Company and the
specific Pooled Companies provided no federal income tax expense prior to these
acquisitions by the Company.
 
    The following unaudited pro forma income tax information is presented in
accordance with SFAS 109 as if the Combined Company and the specific Pooled
Companies had been subject to federal income taxes for the entire periods
presented.
 
<TABLE>
<CAPTION>
                                                                  FOR THE FISCAL YEAR ENDED
                                                               -------------------------------
<S>                                                            <C>        <C>        <C>
                                                               APRIL 26,  APRIL 30,  APRIL 30,
                                                                 1997       1996       1995
                                                               ---------  ---------  ---------
Income before extraordinary items per consolidated statement
  of income..................................................  $  58,738  $  34,877  $  31,167
Pro forma income tax provision adjustment....................      7,595     12,932     10,808
                                                               ---------  ---------  ---------
Pro forma income before extraordinary items..................  $  51,143  $  21,945  $  20,359
                                                               ---------  ---------  ---------
                                                               ---------  ---------  ---------
</TABLE>
 
                                      F-32
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 11--LEASE COMMITMENTS
 
    The Company leases various types of retail, warehouse and office facilities
and equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates.  Future minimum lease payments under noncancelable
capital and operating leases are as follows:
 
<TABLE>
<CAPTION>
                                                                          CAPITAL   OPERATING
                                                                          LEASES      LEASES
                                                                         ---------  ----------
<S>                                                                      <C>        <C>
1998...................................................................  $   2,057  $   53,197
1999...................................................................      1,995      44,640
2000...................................................................      1,147      35,873
2001...................................................................        726      24,994
2002...................................................................        492      18,919
Thereafter.............................................................      3,433      58,759
                                                                         ---------  ----------
Total minimum lease payments...........................................      9,850  $  236,382
                                                                                    ----------
                                                                                    ----------
Less: Amounts representing interest....................................     (2,869)
                                                                         ---------
Present value of net minimum lease payments............................  $   6,981
                                                                         ---------
                                                                         ---------
</TABLE>
 
    Rent expense for all operating leases for fiscal 1997, 1996 and 1995 was
$49,704, $29,443 and $18,352, respectively.
 
NOTE 12--COMMITMENTS AND CONTINGENCIES
 
LITIGATION
 
    The Company is, from time to time, a party to litigation arising in the
normal course of its business.  Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.
 
POSTEMPLOYMENT BENEFITS
 
    The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events.  No amounts have been accrued at April 26, 1997 or April
30, 1996 related to these agreements.
 
NOTE 13--EMPLOYEE BENEFIT PLANS
 
    Effective September 1, 1996, the Company implemented the U.S. Office
Products 401(k) Retirement Plan (the "401(k) Plan") which allows employee
contributions in accordance with Section 401(k) of the Internal Revenue
Code.  The Company matches a portion of employee contributions and all full-time
employees are eligible to participate in the 401(k) Plan after one year of
service.  In fiscal 1997, the Company's matching contribution expense was
$1,195.
 
    Certain subsidiaries of the Company have, or had prior to implementation of
the 401(k) Plan, qualified defined contribution benefit plans, which allow for
voluntary pre-tax contributions by the employees.  The subsidiaries paid all
general and administrative expenses of the plans and in some cases
 
                                      F-33
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 13--EMPLOYEE BENEFIT PLANS (CONTINUED)
made matching contributions on behalf of the employees.  For fiscal 1997, 1996
and 1995, the subsidiaries incurred expenses totaling $2,524, $3,292 and $3,089,
respectively, related to these plans.
 
NOTE 14--STOCKHOLDERS' EQUITY
 
STOCK COMPENSATION PLANS
 
    In October 1994, the Board of Directors and the Company's stockholders
approved the Company's 1994 Long-Term Compensation Plan (the "Plan").  The
purpose of the Plan is to provide officers, key employees and consultants with
additional incentives by increasing their ownership interests in the
Company.  The maximum number of options to purchase common stock granted in any
calendar or fiscal year under the Plan, as amended, is equal to 20% of the
aggregate number of shares of the Company's common stock outstanding at the time
an award is granted, less, in each case, the number of shares subject to
previously outstanding awards under the Plan.
 
    In August 1996, the Board of Directors and the Company's stockholders
approved the Company's 1996 Non-Employee Directors' Stock Plan (the "Directors'
Plan").  The purpose of the Directors' Plan is to promote ownership by
non-employee directors of a greater proprietary interest in the Company, thereby
aligning such directors' interests more closely with the interests of
stockholders of the Company.  A total of 750,000 shares of common stock has been
reserved for issuance under the Directors' Plan.  At April 26, 1997, options to
acquire 108,000 shares of common stock have been granted under the Directors'
Plan.
 
    The Company applies APB Opinion No. 25 in accounting for its stock option
plans.  Accordingly, because the exercise prices of the options have equaled the
market price on the date of grant, no compensation expense has been recognized
for stock options granted.  Had compensation cost for the Company's stock
options been recognized based upon the fair value of the stock options on the
grant date under the methodology prescribed by SFAS 123, the Company's net
income and net income per share would have been impacted as indicated in the
following table.  The pro forma results shown below reflect only the impact of
options granted in fiscal 1997 and 1996.
 
<TABLE>
<CAPTION>
                                                                          APRIL 26,  APRIL 30,
                                                                            1997       1996
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Net income:
  As reported...........................................................  $  57,288  $  34,176
  Pro forma.............................................................     44,643     32,017
 
Net income per share:
  As reported...........................................................  $    0.94  $    0.75
  Pro forma.............................................................       0.73       0.70
</TABLE>
 
                                      F-34
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 14--STOCKHOLDERS' EQUITY (CONTINUED)
    The fair value of options granted (which is amortized to expense over the
option vesting period in determining the pro forma impact) is estimated on the
date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions:
 
<TABLE>
<CAPTION>
                                                                             1997       1996
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
Expected life of option..................................................    7 years    7 years
Risk free interest rate..................................................      6.66%      6.58%
Expected volatility of USOP stock........................................      44.0%      58.5%
</TABLE>
 
    The weighted-average fair value of options granted was $17.06 and $12.44 for
fiscal 1997 and 1996, respectively.
 
    A summary of option transactions follows:
 
<TABLE>
<CAPTION>
                                                      WEIGHTED-                  WEIGHTED-
                                                       AVERAGE                    AVERAGE
                                                      EXERCISE      OPTIONS      EXERCISE
                                         OPTIONS        PRICE      EXERCISABLE     PRICE
                                        ----------  -------------  ----------  -------------
<S>                                     <C>         <C>            <C>         <C>
Balance at April 30, 1994.............      83,665    $    0.68        83,665    $    0.68
  Granted.............................     629,500         8.92
  Canceled............................      (7,000)       10.00
                                        ----------
Balance at April 30, 1995.............     706,165         7.93       118,665         2.84
  Granted.............................   2,764,591        18.83
  Exercised...........................     (63,350)        9.37
  Canceled............................     (16,200)       12.70
                                        ----------
Balance at April 30, 1996.............   3,391,206        16.77       216,532         5.66
  Granted.............................   4,486,110        30.62
  Exercised...........................    (131,829)       12.58
  Canceled............................     (48,963)       18.98
                                        ----------
Balance at April 26, 1997.............   7,696,524        24.90     1,065,485        15.15
                                        ----------
                                        ----------
</TABLE>
 
    The following table summarizes information about stock options outstanding
at April 26, 1997:
 
<TABLE>
<CAPTION>
                                               WEIGHTED-
                                                AVERAGE     WEIGHTED-                WEIGHTED-
                                               REMAINING     AVERAGE                  AVERAGE
                                              CONTRACTUAL   EXERCISE     OPTIONS     EXERCISE
RANGE OF EXERCISE PRICES           OPTIONS       LIFE         PRICE     EXERCISABLE    PRICE
--------------------------------  ----------  -----------  -----------  ----------  -----------
<S>                               <C>         <C>          <C>          <C>         <C>
$0.68 to $10.00.................     589,665   7.1 years    $    7.63      317,753   $    6.48
$10.01 to $20.00................   1,773,599   8.6 years        14.13      468,202       14.55
$20.01 to $30.00................   2,823,324   9.3 years        26.33      209,244       24.37
$30.01 to $40.00................   2,491,336   9.3 years        34.91       70,286       30.97
$40.01 to $44.88................      18,600   9.1 years        42.19
                                  ----------                            ----------
$0.68 to $44.88.................   7,696,524   9.0 years        24.90    1,065,485       15.15
                                  ----------                            ----------
                                  ----------                            ----------
</TABLE>
 
                                      F-35
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 14--STOCKHOLDERS' EQUITY (CONTINUED)
    The option outstanding information includes 83,665, 39,201 and 228,992
shares subject to options to acquire common stock at exercise prices of $0.68,
$15.89 and $16.05, respectively, which were granted at certain Pooled Companies
prior to their respective acquisitions by the Company.
 
    Non-qualified options granted to employees are generally exercisable
beginning one year from the date of grant in cumulative yearly amounts of 25% of
the shares under option and generally expire ten years from the date of grant.
 
COMMON STOCK
 
    In November 1994, the Board of Directors of the Company approved a one
thousand-for-one split of the Company's common stock and changed the par value
of common stock from $1 per share to $.001 per share.  The consolidated
financial statements have been adjusted to reflect the stock split.  In February
1996, the Company's stockholders approved the amendment to the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from 25,000,000 to 100,000,000 shares.  In August 1996,
the Company's stockholders approved the amendment to the Company's Restated
Certified of Incorporation to increase the number of authorized shares of common
stock from 100,000,000 to 500,000,000.
 
NOTE 15--SEGMENT REPORTING
 
INDUSTRY SEGMENT
 
    The Company currently operates in two reportable industry segments: office
products and print management.  The office products industry segment involves
the sale and distribution of office and related supplies and equipment, catalog,
contract and remanufactured furniture, and office coffee and beverage products
and services.  The print management industry segment involves the manufacturing,
distribution, management and printing of business forms, envelopes and
promotional products.  The other industry segments that the Company operates in
include technology solutions, education products
 
                                      F-36
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 15--SEGMENT REPORTING (CONTINUED)
and corporate travel services.  The following table sets forth information as to
the Company's operations in its different industry segments:
 
<TABLE>
<CAPTION>
                                            OFFICE        PRINT
                                           PRODUCTS     MANAGEMENT     OTHER        TOTAL
                                         ------------  ------------  ----------  ------------
<S>                                      <C>           <C>           <C>         <C>
Fiscal 1997:
  Revenues.............................  $  2,042,321   $  368,378   $  425,176  $  2,835,875
  Operating income.....................        91,030       20,300       17,091       128,421
  Identifiable assets..................     1,274,335      185,357      350,660     1,810,352
  Depreciation and amortization........        31,522        8,758        8,084        48,364
  Capital expenditures.................        30,684       16,599       14,494        61,777
 
Fiscal 1996:
  Revenues.............................  $  1,051,660   $  317,033   $  317,737  $  1,686,430
  Operating income.....................        31,567       12,388       12,377        56,332
  Identifiable assets..................       517,479      122,027      351,344       990,850
  Depreciation and amortization........        10,464        5,089        4,836        20,389
  Capital expenditures.................        18,395        6,098        2,341        26,834
 
Fiscal 1995:
  Revenues.............................  $    653,791   $  139,732   $  247,781  $  1,041,304
  Operating income.....................        19,962        5,571       15,183        40,716
  Identifiable assets..................       227,300       51,906       85,516       364,722
  Depreciation and amortization........         4,697        4,478        4,095        13,270
  Capital expenditures.................         5,675        2,456        4,923        13,054
</TABLE>
 
                                      F-37
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 15--SEGMENT REPORTING (CONTINUED)
GEOGRAPHIC SEGMENTS
 
    The following table sets forth information as to the Company's operations in
its different geographic segments:
 
<TABLE>
<CAPTION>
                                                       NEW ZEALAND
                                            UNITED         AND
                                            STATES      AUSTRALIA      CANADA       TOTAL
                                         ------------  ------------  ----------  ------------
<S>                                      <C>           <C>           <C>         <C>
Fiscal 1997:
  Revenues.............................  $  2,006,017   $  700,793   $  129,065  $  2,835,875
  Operating income.....................        89,793       28,708        9,920       128,421
  Identifiable assets at year-end......       998,824      753,254       58,274     1,810,352
 
Fiscal 1996:
  Revenues.............................  $  1,489,172   $   77,141   $  120,117  $  1,686,430
  Operating income.....................        47,422        3,533        5,377        56,332
  Identifiable assets at year-end......       748,002      188,134       54,714       990,850
 
Fiscal 1995:
  Revenues.............................  $  1,005,609   $   28,574   $    7,121  $  1,041,304
  Operating income.....................        38,386        1,429          901        40,716
  Identifiable assets at year-end......       356,201        5,512        3,009       364,722
</TABLE>
 
NOTE 16--QUARTERLY FINANCIAL DATA (UNAUDITED)
 
    The following presents certain unaudited quarterly financial data.  The
amounts differ from the amounts previously reported during fiscal 1997 and 1996
in the Company's Quarterly Reports on Form 10-Q as a result of the restatement
of the financial statements to give retroactive effect to the results of the
companies acquired during fiscal 1997 and 1996 in business combinations
accounted for under the pooling-of-interests method.
 
<TABLE>
<CAPTION>
                                                     FISCAL 1997 QUARTERS
                                 ------------------------------------------------------------
<S>                              <C>         <C>         <C>         <C>         <C>
                                   FIRST       SECOND      THIRD       FOURTH       TOTAL
                                 ----------  ----------  ----------  ----------  ------------
  Revenues.....................  $  552,489  $  736,686  $  756,707  $  789,993  $  2,835,875
  Gross profit.................     153,745     209,509     214,253     226,655       804,162
  Operating income.............      27,877      39,063      31,253      30,228       128,421
  Net income...................      16,330      18,092      10,770      12,096        57,288
  Net income per share.........        0.29        0.31        0.18        0.18          0.94
  Pro forma income before
    extraordinary item (see
    Note 10)...................      12,985      16,578      10,212      11,368        51,143
  Pro forma income per share
    before extraordinary
    item.......................        0.23        0.28        0.17        0.16          0.84
</TABLE>
 
                                      F-38
<PAGE>
                          U.S. OFFICE PRODUCTS COMPANY
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
NOTE 16--QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
 
<TABLE>
<CAPTION>
                                                     FISCAL 1996 QUARTERS
                                 ------------------------------------------------------------
<S>                              <C>         <C>         <C>         <C>         <C>
                                   FIRST       SECOND      THIRD       FOURTH       TOTAL
                                 ----------  ----------  ----------  ----------  ------------
  Revenues.....................  $  330,612  $  406,538  $  458,222  $  491,058  $  1,686,430
  Gross profit.................      84,339     104,745     118,107     132,592       439,783
  Operating income.............       6,330      15,979      22,272      11,751        56,332
  Net income...................       4,847      10,179      13,516       5,634        34,176
  Net income per share.........        0.12        0.23        0.30        0.11          0.75
  Pro forma income before
    extraordinary item (see
    Note 10)...................       1,735       6,477       9,421       4,312        21,945
  Pro forma income per share
    before extraordinary
    item.......................        0.04        0.15        0.21        0.08          0.48
</TABLE>
 
NOTE 17--SUBSEQUENT EVENTS
 
BUSINESS COMBINATION SUBSEQUENT TO YEAR-END
 
    On May 22, 1997, the Company signed a definitive agreement (the "Agreement")
to acquire Mail Boxes Etc. ("MBE"), the world's largest franchisor of business,
communication and postal service centers with more than 3,300 centers operating
worldwide.  The Company will exchange one share of its common stock for each
share of outstanding MBE common stock in the transaction, subject to adjustment
in certain circumstances.  As of May 21, 1997, MBE had approximately 11.3
million shares of common stock outstanding.  The transaction, which will be
accounted for under the pooling-of-interests method of accounting, is subject to
the approval of the shareholders of MBE and other conditions (including
regulatory approvals) described in the Agreement.  If all of the conditions to
the acquisition contained in the Agreement are satisfied or waived prior
thereto, the Company expects the acquisition to be completed during the second
quarter of fiscal 1998.
 
    The following presents the unaudited pro forma results of operations of the
Company for fiscal 1997 as if the acquisition described above had been
consummated as of the beginning of fiscal 1997.  The results presented below
include certain pro forma adjustments to reflect the amortization of intangible
assets, adjustments in executive compensation and the inclusion of a federal
income tax provision on all earnings:
 
<TABLE>
<CAPTION>
                                                                                FISCAL YEAR
                                                                                   ENDED
                                                                               APRIL 26, 1997
                                                                              ----------------
<S>                                                                           <C>
Revenues....................................................................    $  3,293,418
Income before extraordinary items...........................................          81,672
Income per share before extraordinary items.................................            0.99
</TABLE>
 
    The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of fiscal 1997 or the
results which may occur in the future.
 
                                      F-39

<PAGE>
                                                                     SCHEDULE II
 
                          U.S. OFFICE PRODUCTS COMPANY
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                FOR THE THREE FISCAL YEARS ENDED APRIL 26, 1997
<TABLE>
<CAPTION>
                                          BALANCE AT   CHARGED TO     CHARGED TO
                                           BEGINNING    COSTS AND        OTHER
DESCRIPTION                     DATE       OF PERIOD    EXPENSES       ACCOUNTS
---------------------------  -----------  -----------  ----------- -----------------
<S>                          <C>          <C>          <C>         <C>
Allowance for doubtful
  accounts.................  May 1, 1994   $1,502,000   $2,519,000 $  195,000(a)
                             May 1, 1995   1,905,000    2,634,000   3,344,000(a)(c)
                             May 1, 1996   6,000,000    6,861,000     945,000(a)
Accumulated amortization of
  intangibles..............  May 1, 1994   4,277,000    1,600,000
                             May 1, 1995   4,953,000    5,229,000     562,000(e)
                             May 1, 1996   8,270,000   14,224,000
 
<CAPTION>
                                                               BALANCE
                                                              AT END OF
DESCRIPTION                  DEDUCTIONS          DATE           PERIOD
-----------------------------------------   --------------- --------------
<S>                         <C>             <C>             <C>
Allowance for doubtful
  accounts.................$   (2,311,000)(b)  April 30, 1995 $    1,905,000
                               (1,883,000)(b)  April 30, 1996      6,000,000
                               (3,740,000)(b)  April 26, 1997     10,066,000
Accumulated amortization of
  intangibles..............      (924,000)(d)  April 30, 1995      4,953,000
                               (2,474,000)(d)  April 30, 1996      8,270,000
                               (1,178,000)(d)  April 26, 1997     21,316,000
</TABLE>
 
------------------------
 
(a) Allowance for doubtful accounts acquired in purchase acquisitions.
 
(b) Represents write-offs of uncollectible accounts receivable.
 
(c) Includes a $581,000 adjustment to conform the year-ends of certain Pooled
    Companies.
 
(d) Represents write-offs of fully amortized intangible assets.
 
(e) Represents a $562,000 adjustment to conform the year-ends of certain Pooled
    Companies.
 
                                      F-40

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
 
    SUMMARY COMPENSATION TABLE
 
    The following table provides, for the periods indicated, certain summary
information concerning the cash and non-cash compensation earned by or awarded
to (i) the Company's Chief Executive Officer and (ii) each of the Company's
other executive officers during or at the end of the Company's 1997 fiscal year
(collectively, the "named executive officers"). The Company was organized in
October 1994 and did not conduct any operations prior to February 1995.
 
                                       10
<PAGE>
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                           LONG-TERM
                                                   ANNUAL COMPENSATION                COMPENSATION AWARDS
                                     -----------------------------------------------  --------------------
                                                                           OTHER           SECURITIES
                                                                          ANNUAL           UNDERLYING         ALL OTHER
                                      FISCAL      SALARY      BONUS    COMPENSATION         OPTIONS/        COMPENSATION
  NAME AND PRINCIPAL POSITION (1)      YEAR        (2)         (3)          (4)           SARS (#) (5)           (6)
-----------------------------------  ---------  ----------  ---------  -------------  --------------------  -------------
<S>                                  <C>        <C>         <C>        <C>            <C>                   <C>
Jonathan J. Ledecky                  1997       $  950,000         --           --            500,000         $  10,256
  Chief Executive Officer            1996          250,000         --           --            500,000                --
  and Chairman of the Board          1995          145,833         --           --            100,000                --
 
Timothy J. Flynn                     1997          300,000         --           --             75,000            18,409
  President and Chief                1996          250,000     75,000           --            310,000            15,256
  Operating Officer                  1995           45,912         --           --             25,000            15,390
 
Thomas I. Morgan                     1997          101,000     37,500       36,500            250,000                --
  President--North American
  Office Products Division
 
Donald H. Platt                      1997          200,000    100,000           --             75,000             3,394
  Senior Vice President-Chief        1996          150,000    125,000       45,300            250,000                --
  Financial Officer
 
Mark D. Director                     1997          200,000    100,000           --             75,000                --
  Executive Vice President,          1996           38,061     75,000           --            100,000                --
  General Counsel and
  Assistant Secretary
 
Martin S. Pinson                     1997          175,000         --           --             25,000             1,720
  Executive Vice President           1996          150,000     50,000           --            100,000                --
                                     1995           57,757         --           --             25,000                --
</TABLE>
 
------------------------
 
(1) The positions of Messrs. Flynn, Morgan, Director and Pinson changed after
    the end of the Company's 1997 fiscal year. Their new positions are indicated
    in Item 10 herein. Mr. Pinson resigned from his position after the end of
    the fiscal year.
 
(2) The salary for Mr. Morgan for fiscal 1997 represents less than one full
    year's compensation, as he commenced employment with the Company during
    fiscal 1997. The salary for Mr. Director for fiscal 1996 represents less
    than one full year's compensation, as he commenced employment with the
    Company during fiscal 1996. Each salary shown for fiscal 1995 represents
    less than one full year's compensation. No compensation was paid to any
    named executive officer prior to February 23, 1995, the date that the
    Company commenced operations. With respect to Messrs. Ledecky and Pinson,
    the salary amounts for 1995 include $99,921 and $30,000 respectively, for
    services rendered prior to the commencement of operations by the Company.
 
(3) In addition to the cash bonuses paid related to fiscal 1996, the Company
    granted options in fiscal 1997 as bonuses for fiscal 1996 to Messrs. Flynn,
    Platt, Director and Pinson to purchase 75,000, 75,000, 75,000 and 25,000
    shares of common stock, respectively, at an exercise price of $38.00 per
    share. The amount of $37,500 reflects an accrual of the pro rata portion of
    a bonus payable to Mr. Morgan no later than 12 months after the date of his
    employment. See "--Employment Agreements."
 
(4) Includes $36,500 of moving related expenses for Mr. Morgan during fiscal
    1997 and $45,300 in moving and automobile related expenses for Mr. Platt in
    fiscal 1996.
 
                                       11
<PAGE>

(5) Represents options granted during fiscal years 1997, 1996 and 1995 with
    respect to the stated number of shares of Common Stock.
 
(6) For Mr. Ledecky, this amount represents matching contributions under the 
    Company's 401(k) Retirement Plan in the amount of $2,170 and the payment 
    of executive disability insurance premiums in the amount of $8,086; for 
    Mr. Flynn, this amount represents matching contributions under the 
    Company's 401(k) Retirement Plan in the amount of $1,001, the payment of 
    executive disability insurance premiums in the amount of $2,295 and the 
    payment of split-dollar life insurance premiums in the amount of $15,113; 
    for Mr. Platt, this amount represents matching contributions under the 
    Company's 401(k) Retirement Plan in the amount of $1,740 and the payment 
    of executive disability insurance premiums in the amount of $1,654; and 
    for Mr. Pinson, this amount represents the payment of executive disability
    insurance premiums in the amount of $1,720. All amounts cited herein 
    reflect payments made for the 1997 fiscal year.
 
EMPLOYMENT AGREEMENTS
 
    Each named executive officer has entered into an employment agreement with
the Company. The employment agreements (the "Employment Agreements") for
Jonathan Ledecky, Timothy J. Flynn, Donald H. Platt, Mark D. Director and Martin
S. Pinson (the "Specific Officers") include substantially the same terms (except
for base salary amounts) and are described together below; Thomas I. Morgan's
employment agreement is described separately below.
 
    Pursuant to the Employment Agreements, the named executive officers are
entitled to receive annual base salaries of no less then the following amount:
Jonathan Ledecky, $250,000; Timothy J. Flynn, $250,000; Donald H. Platt,
$150,000; Mark D. Director, $150,000; and Martin S. Pinson, $150,000. Base
salaries are reviewed and subject to upward adjustment by the Compensation
Committee of the Board of Directors on an annual basis. The base salaries of the
Specific Officers for the Company's last three fiscal years are set forth under
the heading "Executive Compensation--Summary Compensation Table." In addition,
each Specific Officer is eligible to earn additional year-end bonus compensation
in an amount equal to up to 100% of such employee's base salary, payable out of
a bonus pool determined by the Compensation Committee of the Board of
Directors. Bonuses are determined by measuring such officer's performance and
the Company's overall performance against target performance levels, typically
based upon the following criteria: (i) the Company's overall profit; (ii) the
Company's internal revenue growth; and (iii) the Company's revenue growth due to
acquisitions. Each Employment Agreement is for an initial term of four years and
is automatically renewable at the end of the second year and each succeeding
year for an additional year, such that the remaining terms of such agreements
are at all times more than two years, unless terminated or not renewed by the
Company or the employee.
 
    Each of the Employment Agreements provides that, in the event of a
termination of employment by the Company without cause, the Specific Officer
shall be entitled to receive from the Company such employee's then current
salary for whatever period is remaining under the term of the agreement. In the
event of a change in control of the Company (involving a change in the ownership
of a majority of the voting stock of the Company, a change in the majority of
the Board of Directors without approval of the current Board, a merger,
consolidation, recapitalization, reorganization or reverse stock split in which
the stockholders of the Company prior to such transaction do not continue to own
at least 75% of the stock of the Company following such transaction or the
approval by the stockholders of a plan of complete liquidation or disposition of
more than 50% of the Company's assets), each Employment Agreement permits the
employee to elect to terminate his employment, entitling him to receive his base
salary at the rate then in effect for the remaining term of the agreement or two
years, whichever is greater.
 
    Each Employment Agreement contains a covenant not to compete with the
Company for a period equal to the longer of: (i) two years immediately following
the termination of employment; or (ii) in the case of a termination without
cause pursuant to which such employee is entitled to continue to receive his
base salary, for as long as the Company continues to pay such salary. Applicable
law may reduce the scope of the covenant not to compete. In the event that the
term of any such covenant is reduced in accordance with applicable law, the
compensation to which the Specific Officer is entitled shall be paid to the
employee only for such reduced period of time as the employee is so prohibited
from competing or is not so competing.
 
    Mr. Morgan's employment agreement provides for a base salary of $450,000,
which is reviewed and subject to upward adjustment by the Compensation Committee
of the Board of Directors on an annual basis. Mr. Morgan is entitled to a bonus
under the same terms as are the Specific Officers, except that his employment
agreement guarantees the payment of an incentive bonus of no less than $150,000
to be paid
 
                                       12
<PAGE>

no later than the end of the first 12 months after the date of his employment.
In addition, Mr. Morgan's employment agreement provides for an initial grant of
an option for 250,000 shares of common stock to Mr. Morgan, which grant was made
on February 3, 1997. Mr. Morgan's employment agreement is for an initial term of
two years and is automatically renewable for additional, successive one-year
terms, unless terminated or not renewed by the Company or Mr. Morgan. In the
event of a termination of employment by the Company without cause, Mr. Morgan is
entitled to receive his base salary for the longer of one year from the date of
termination or whatever period is remaining under the employment agreement.
Pursuant to his agreement, Mr. Morgan is subject to the same covenant not to
compete as is included in the Employment Agreements.
 
OPTION GRANTS IN FISCAL 1997
 
    The following tables set forth certain information concerning the grant and
exercise of options to purchase common stock of the Company during the last
completed fiscal year to each of the named executive officers.
<TABLE>
<CAPTION>
                                       NUMBER OF
                                       SECURITIES    PERCENT OF
                                       UNDERLYING   TOTAL OPTIONS
                                        OPTIONS      GRANTED TO
                                        GRANTED     EMPLOYEES IN     EXERCISE    EXPIRATION
NAME                                      (1)        FISCAL YEAR       PRICE        DATE
-------------------------------------  ----------  ---------------  -----------  -----------
<S>                                    <C>         <C>              <C>          <C>
Jonathan J. Ledecky..................     500,000          11.1%     $   25.38     3/6/2006
Timothy J. Flynn.....................      75,000           1.7%     $   38.00     6/3/2006
Thomas I. Morgan.....................     250,000           5.6%     $   33.13     2/3/2007
Donald H. Platt......................      75,000           1.7%     $   38.00     6/3/2006
Mark D. Director.....................      75,000           1.7%     $   38.00     6/3/2006
Martin S. Pinson.....................      25,000           0.6%     $   38.00     6/3/2006
All Optionees........................   4,486,110         100.0%     $   30.62      Various
 
<CAPTION>
 
                                              POTENTIAL REALIZABLE VALUE
                                              AT ASSUMED ANNUAL RATES OF
                                         STOCK PRICE APPRECIATION FOR OPTION
                                                       TERM (2)
                                        --------------------------------------
NAME                                      0%           5%             10%
-------------------------------------   -------   -------------  -------------
<S>                                    <C>        <C>            <C>
Jonathan J. Ledecky..................   $ --      $   7,979,101  $  20,220,607
Timothy J. Flynn.....................     --          1,792,350      4,542,166
Thomas I. Morgan.....................     --          5,208,034     13,198,180
Donald H. Platt......................     --          1,792,350      4,542,166
Mark D. Director.....................     --          1,792,350      4,542,166
Martin S. Pinson.....................     --            597,450      1,514,055
All Optionees........................     --         86,387,914    218,923,936
</TABLE>
 
------------------------
 
(1) The options granted are non-qualified stock options, which are exercisable
    at the market price on the date of grant beginning one year from the date of
    grant in cumulative yearly amounts of 25% of the shares and expire ten years
    from the date of grant. The options become fully exercisable upon a change
    in control, as defined in the Incentive Plan.
 
(2) The dollar amounts under these columns are the results of calculations at
    assumed annual rates of stock appreciation of zero percent (0%), five
    percent (5%) and ten percent (10%). These assumed rates of growth were
    selected by the Securities and Exchange Commission for illustration purposes
    only. They are not intended to forecast possible future appreciation, if
    any, of the Company's stock price. No gain to the optionees is possible
    without an increase in stock prices, which will benefit all stockholders. A
    zero percent (0%) gain in stock price will result in a zero percent (0%)
    benefit to optionees.
 
                                       13
<PAGE>

OPTION EXERCISES IN FISCAL 1997 AND VALUE OF OPTIONS AT APRIL 26, 1997
 
<TABLE>
<CAPTION>
                                                                        NUMBER OF SECURITIES
                                                                       UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED
                                                                       OPTIONS HELD AT FISCAL    IN-THE-MONEY (3) OPTIONS AT
                                       SHARES            VALUE              YEAR END (#)           FISCAL YEAR END ($)(4)
                                     ACQUIRED ON        REALIZED     --------------------------  ---------------------------
NAME                              EXERCISE (#) (1)       ($)(2)      EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
--------------------------------  -----------------  --------------  -----------  -------------  ------------  -------------
<S>                               <C>                <C>             <C>          <C>            <C>           <C>
Jonathan J. Ledecky.............              0                 0       175,000        925,000   $  1,298,438   $ 2,432,813
Timothy J. Flynn................              0                 0        90,000        320,000        613,438     1,474,688
Thomas Morgan...................              0                 0                      250,000        --            --
Donald H. Platt.................          1,650        $   32,950        60,850        262,500        392,750     1,228,219
Mark D. Director................              0                 0        25,000        150,000        157,813       473,438
Martin S. Pinson................              0                 0        37,500        112,500        350,781       686,719
</TABLE>
 
------------------------
 
(1) Represents the number of shares with respect to which options were
    exercised.
 
(2) The value of exercised options represents the difference between the
    exercise price of such options and the closing market price of the Company's
    common stock on the date of exercise.
 
(3) Options are "in-the-money" if the closing market price of the Company's
    common stock exceeds the exercise price of the options.
 
(4) The value of unexercised options represents the difference between the
    exercise price of such options and $22.625, the closing market price of the
    Company's common stock on April 26, 1997.
 
DIRECTORS' REMUNERATION
 
    Non-employee directors of the Company receive an annual retainer of $25,000
and are reimbursed for all expenses relating to attendance at meetings. During
the fiscal year ended April 26, 1997, fees for all directors aggregated
$100,000. In addition, each non-employee director who agreed to serve as such
prior to the consummation of the Company's initial public offering of its common
stock in February 1995 (Messrs. Lefever, Mathias and Quelch) received options to
acquire 15,000 shares of common stock, exercisable in three equal installments,
commencing on the date of the grant and on each anniversary thereof, at an
exercise price per share of $8.00. Under the U.S. Office Products Company 1996
Non-Employee Directors' Stock Plan (the "Directors' Plan"), non-employee
directors will receive options to acquire 21,000 shares of common stock upon
their initial election as a member of the Board of Directors and thereafter will
receive annually options to acquire 6,000 shares. In connection with the
adoption of the Directors' Plan at the Company's 1996 Annual Meeting, each of
the four non-employee directors who served as directors during the 1996 fiscal
year received upon their re-election options for 21,000 shares of common stock
and, for the 1997 fiscal year, received options for 6,000 shares of common
stock. In addition, pursuant to the Directors' Plan, non-employee directors are
entitled to have their directors' fees paid in the form of shares of the
Company's common stock or "deferred" shares of the Company's common stock. Two
directors, Mr. Lefever and Mr. Quelch, made elections to have their 1997
directors' fee paid in the form of deferred shares. Directors who are employees
of the Company do not receive additional compensation for serving as directors.
No non-employee member of the Board of Directors was paid compensation during
the 1997 fiscal year for his service as a director of the Company other than
pursuant to the standard compensation arrangement described above.
 
                                       14

<PAGE>


Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K.


    (a) Financial Statements, Schedules and Exhibits.

    1.   Financial Statements (See Item 8 hereof.) 

         Reports of Independent Accountants 

         Consolidated Balance Sheet as of April 26, 1997 and April 30, 1996 

         Consolidated Statement of Income for the years ended April 26, 1997 
         and April 30, 1996 and 1995 

         Consolidated Statement of Stockholders' Equity for the years ended 
         April 26, 1997 and April 30, 1996 and 1995 
 
         Consolidated Statement of Cash Flows for the years ended April 26, 
         1997 and April 30, 1996 and 1995 

         Notes to Consolidated Financial Statements 

    2.   Financial Statement Schedules (See Item 8 hereof.) 

         Schedule II -- Valuation and Qualifying Accounts and Reserves. 

         All schedules, other than those outlined above, are omitted as the 
         information is not required or is otherwise furnished.

    3.   Exhibits

<TABLE>
<CAPTION>
Number                                                  Description
    <S>  <C>
     2.1 Agreement and Plan of Merger, dated as of May 22, 1997, among the Company, Santa Fe
         Acquisition Corp. and Mail Boxes Etc. (Exhibit 2.1 of the Company's Current Report on
         Form 8-K (File No. 0-25372), filed on May 29, 1997, is hereby incorporated by
         reference)
     3.1 Amended and Restated Certificate of Incorporation of U.S. Office Products Company
         (Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended July
         27, 1996 is hereby incorporated by reference)
     3.2 Amended and Restated Bylaws of U.S. Office Products Company (Exhibit 3.2 of the
         Company's Annual Report on Form 10-K for the year ended April 30, 1996 is hereby
         incorporated by reference)
     4.1 Form of Indenture relating to the Company's $143.75 million 5 1/2 % Convertible
         Subordinated Notes due 2001 (including form of Note) (Exhibit 4.1 of the Company's
         Registration Statement on Form S-1 (File No. 33-80553) is hereby incorporated by
         reference)


                                          15

<PAGE>

     4.2 Form of Indenture relating to the Company's $230.0 million 5 1/2% Convertible
         Subordinated Notes due 2003 (including form of Note) (Exhibit 4.2 of the Company's
         Annual Report on Form 10-K for the year ended April 30, 1996 is hereby incorporated by
         reference)
     4.3 Registration Rights Agreement, dated as of May 22, 1996, by and among the Company and
         Robertson Stephens & Company LLC and Natwest Securities Limited, as Managers (Exhibit
         4.3 of the Company's Annual Report on Form 10-K for the year ended April 30, 1996 is
         hereby incorporated by reference)
     4.4 Registration Rights Agreement, dated September 17, 1996, by and between the Company and
         Quantum Partners, LDC. (Exhibit 4.4 of the Company's Registration Statement on Form S-4
         (file No. 333-13133) 1996 is hereby incorporated by reference)
   *10.1 U.S. Office Products Company Amended and Restated 1994 Long-Term Incentive Plan, as
         amended (Exhibit A to the Company's Proxy Statement, dated July 22, 1996, is hereby
         incorporated by reference)
   *10.2 Form of Employment Agreement for Jonathan J. Ledecky (Exhibit 10.3 of the Company's
         Registration Statement on Form S-1 (File No. 33-88096) is hereby incorporated by
         reference)
   *10.3 Employment Agreement for Timothy J. Flynn (Exhibit 10.4 of the Company's Post-Effective
         Amendment No. 6 to the Registration Statement on Form S-1 (File No. 33-89978) is hereby
         incorporated by reference)
   *10.4 Employment Agreement for Jack L. Becker (Exhibit 10.6 of the Company's Post-Effective
         Amendment No. 6 to the Registration Statement on Form S-1 (File No. 33-89978) is hereby
         incorporated by reference)
   *10.5 Employment Agreement for Donald H. Platt (Exhibit 10.14 of the Company's Post-Effective
         Amendment No. 2 to the Registration Statement on Form S-1 (File No. 33-89978) is hereby
         incorporated by reference)
   *10.6 Employment Agreement for Clifton B. Phillips (Exhibit 10.21 of the Company's
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.
         33-80117) is hereby incorporated by reference)
   *10.7 Employment Agreement for David Gezon (Exhibit 10.22 of the Company's Pre-Effective
         Amendment No. 1 to the Registration Statement on Form S-1 (File No. 33-80117) is hereby
         incorporated by reference)
   *10.8 Employment Agreement for David C. Copenhaver (Exhibit 10.23 of the Company's
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.
         33-80117) is hereby incorporated by reference)
   *10.9 Employment Agreement for Mark D. Director (Exhibit 10.14 of the Company's Annual Report
         on Form 10-K for the year ended April 30, 1996 is hereby incorporated by reference)
   10.10 Merger Agreement, dated as of January 31, 1996, by and among U.S. Office Products
         Company, Oak Brook Office Supply & Equipment Corporation, Oak Brook Acquisition Corp.,
         and the Stockholders named therein (Exhibit 2.7 of the Company's Post-Effective
         Amendment No. 1 to Form S-1 (File No.33-80117) is hereby incorporated by reference)
   10.11 Stock Purchase Agreement, dated as of January 31, 1996, by and between U.S. Office
         Products Company and Eric John Watson (Exhibit 2.8 of the Company's Post-Effective
         Amendment No. 1 to Form S-1 (File No. 33-80117) is hereby incorporated by reference)

                                          4
<PAGE>


   10.12 Amendment to Stock Purchase Agreement, dated as of June 20, 1996, by and between the
         Company and Eric John Watson (Exhibit 10.24 of the Company's Annual Report on Form 10-K
         for the year ended April 30, 1996 is hereby incorporated by reference)
   10.13 Merger Agreement dated March 15, 1995 among U.S. Office Products Company, the H.H. West
         Company, a Wisconsin corporation, the H.H. West Company, a Delaware corporation and the
         stockholders named therein (Exhibit 2.1 to the Company's Form 8-K (Commission file No.
         0-25372) dated March 15, 1995 is hereby incorporated by reference)
   10.14 Merger Agreement, dated as of May 16, 1995, among U.S. Office Products Company, Coffee
         Butler Acquisition Corp., Coffee Butler Service, Inc., and the stockholders named
         therein (Exhibit 2.1 of the Current Report on Form 8-K dated May 16, 1995, filed with
         the Commission on May 22, 1995 (Commission file No. 0-25372), is hereby incorporated by
         reference)
   10.15 Merger Agreement, dated as of June 8, 1995, among U.S. Office Products Company, C.W.
         Mills Paper Company, C.W. Mills Acquisition Corp. and the stockholders named therein
         (Exhibit 10.10 of the Company's Registration Statement on Form S-1 (File No. 33-93956)
         is hereby incorporated by reference)
   10.16 Merger Agreement dated as of June 12, 1995, among U.S. Office Products Company, Mills
         Morris Arrow, Inc., Mills Morris Arrow Acquisition Corp. and the stockholders named
         therein (Exhibit 10.11 of the Company's Registration Statement on Form S-1 (File No.
         33-93956) is hereby incorporated by reference)
   10.17 Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, Coffee Butler Acquisition Corp., Coffee Butler Service, Inc., and the
         stockholders named therein (Exhibit 10.16 Company's Registration Statement on Form S-1
         (File No. 33-93956) is hereby incorporated by reference)
   10.18 Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, C.W. Mills Paper Company, C.W. Mills Acquisition Corp. and the
         stockholders named therein (Exhibit 10.17 of the Company's Registration Statement on
         Form S-1 (File No. 33-93956) is hereby incorporated by reference)
   10.19 Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, Mills Morris Arrow, Inc., Mills Morris Arrow Acquisition Corp. and
         the stockholders named therein (Exhibit 10.18 of the Company's Registration Statement
         on Form S-1 (File No. 33-93956) is hereby incorporated by reference)
   10.20 Asset Purchase Agreement, dated as of August 16, 1995, among OSCO Acquisition Corp.,
         MISSCO Corporation of Jackson and U.S. Office Products Company (Exhibit 10.19 of the
         Company's Post-Effective Amendment No. 6 to the Registration Statement on Form S-1
         (File No. 33-89978) is hereby incorporated by reference)
   10.21 Form of Merger Agreement, dated as of August 16, 1995, among U.S. Office Products
         Company, Smith-Wilson Co., a Florida corporation, Smith-Wilson Acquisition Corp., a
         Delaware corporation, Copenhaver Holdings, Incorporated, a Florida corporation and the
         stockholders named therein (Exhibit 10.20 of the Company's Post-Effective Amendment No.
         5 to the Registration Statement on Form S-1 (File No. 33-89978) is hereby incorporated
         by reference)
   10.22 Assets Purchase Agreement, dated as of January 12, 1996, among U.S. Office Products
         Company, Emmons-Napp Office Products, Inc. and EN Acquisition Corp. (Exhibit 2.1 of the
         Company's Current Report on Form 8-K (File No. 0-25372), filed on January 31, 1996, is
         hereby incorporated by reference)

                                          5
<PAGE>


   10.23  Agreement and Plan of Reorganization, dated as of January 10, 1996, by and among U.S.
          Office Products Company, National Office Supply, Inc., Tuscarawas Office Supply, Inc.,
          Stark Office Supply, Inc. and NST Acquisition Corp. (Exhibit 2.2 of the Company's
          Current Report on Form 8-K (File No. 0-25372), filed on January 31, 1996, is hereby
          incorporated by reference)
   10.24  Amendment No. 2 to Merger Agreement, dated August 10, 1995, by and among C.W. Mills,
          C.W. Mills Acquisition Corp., U.S. Office Products Company and certain stockholders
          named therein (Exhibit 2.1 of the Company's Current Report on Form 8-K (File No.
          0-25372), filed on February 21, 1996, is hereby incorporated by reference)
   10.25  Agreement and Plan of Reorganization, dated as of April 29, 1996, by and among School
          Specialty, School Acquisition Corp, U.S. Office Products Company and certain other
          investors of School Specialty named therein (Exhibit 2.2 of the Company's Current
          Report on Form 8-K (File No. 0-25372), filed on May 17, 1996, is hereby incorporated by
          reference)
   10.26  Stock Purchase Agreement, dated as of July 22, 1996, by and among Blue Star Group
          Limited, Rank Commercial Limited, the Company and Graeme Richard Hart (Exhibit 10.1 of
          the Company's Current Report on Form 8-K (File No. 0-25372), filed on July 26, 1996, is
          hereby incorporated by reference)
   10.27  Agreement and Plan of Reorganization, dated as of July 26, 1996, by and among Mile High
          Office Supply, Inc., MHOS Acquisition Corp, the Company and the stockholders named
          therein (Exhibit 10.2 of the Company's Current Report on Form 8-K (File No. 0-25372),
          filed on July 26, 1996, is hereby incorporated by reference)
   10.28  Agreement and Plan of Reorganization, dated as of July 26, 1996, by and among American
          Looseleaf, Acquisition Corp., the Company and the stockholders named therein (Exhibit
          10.3 of the Company's Current Report on Form 8-K (File No. 0-25372), filed on July 26,
          1996, is hereby incorporated by reference)
   10.29  Credit Agreement, dated as of August 21, 1996, among the Company, Various Lending
          Institutions and Bankers Trust Company, as agent, including Amendment No. 1 (Exhibit
          10.41 of the Company's Registration Statement on Form S-4 (file No. 333-13133) 1996 is
          hereby incorporated by reference)
  *10.30  U.S. Office Products Company Executive Deferred Compensation Plan (Exhibit B to the
          Company's Proxy Statement, dated July 22, 1996, is hereby incorporated by reference)
  *10.31  U.S. Office Products Company 1996 Non-Employee Directors' Stock Plan (Exhibit C to the
          Company's Proxy Statement, dated July 22, 1996, is hereby incorporated by reference)
  *10.32  U.S. Office Products Company Amended and Restated Employee Stock Purchase Plan, as
          amended (Exhibit D to the Company's Proxy Statement, dated July 22, 1996, is hereby
          incorporated by reference)
   10.33  Agreement and Plan of Reorganization, dated as of October 26, 1996, by and among the
          Company, Fortran Corp., Lawrence F. Glaser, Brian E. Stowers and Fortran Acquisition
          Corp. (Exhibit 10.1 of the Company's Current Report on Form 8-K/A (File No. 0-25372),
          filed on December 9, 1996, is hereby incorporated by reference)
*/**10.34 Employment Agreement for Thomas I. Morgan
 **10.35  Amendment No. 2 of the Credit Agreement, dated October 30, 1996 among the Company,
          Various Lending Institutions and Bankers Trust Company, as agent
 **10.36  Amendment No. 3 of the Credit Agreement, dated April 15, 1996 among the Company,
          Various Lending Institutions and Bankers Trust Company, as agent 
   10.37  Split Dollar Life Insurance Policy for Timothy J. Flynn

                                          6
<PAGE>

  **11.1 Statement Regarding Computation of Net Income Per Share
    21.1 List of subsidiaries of U.S. Office Products Company
    23.1 Consent of Price Waterhouse LLP
    23.2 Consent of Parent, McLaughlin & Nangle
    23.3 Consent of Rubin, Koehmstedt & Nadler, PLC
    23.4 Consent of Ernst & Young LLP
    23.5 Consent of Ernst & Young
    23.6 Consent of Hertz, Herson & Company LLP
    23.7 Consent of KPMG Peat Marwick LLP
    23.8 Consent of BDO Seidman, LLP
    23.9 Consent of Deloitte & Touche LLP
   23.10 Consent of Hertz, Herson & Company LLP
  **27.1 Financial Data Schedule
 </TABLE>
___________

*   Management contract or compensatory plan or arrangement. 
**  Previously filed on U.S. Office Products Company's Form 10-K filed with 
    the Commission on July 8, 1997.

                                          7
<PAGE>


    (b) Reports on Form 8-K. During the last quarter of the fiscal year 
covered by this report, the Company filed the following Current Reports on 
Form 8-K: 

         i.   Form 8-K dated January 29, 1997 and filed with the Commission 
              on January 30, 1997 reporting information under Items 5 and 7. 

Financial statements included:

              (a)  Supplemental financial statements of U.S. Office Products 
         Company as of April 30, 1996 and 1995 and October 26, 1996 
         (unaudited) and for each of the three fiscal years in the period 
         ended April 30, 1996, and the six months ended October 26, 1996 
         (unaudited) and October 31, 1995 (unaudited). 

              (b)  Unaudited pro forma financial information as of October 
         26, 1996 and for the years ended April 30, 1996, 1995, and 1994 and 
         for the six months ended October 26, 1996 and October 31, 1995. 

              (c)  Financial Statements of Whitcoulls Group Limited as of 
         June 30, 1996 and 1995 and for the years then ended. 

              (d)  Financial Statements of SFI Corp. as of December 31, 1995 
         and for the year then ended and as of September 30, 1996 (unaudited) 
         and for the nine months ended September 30, 1996 and 1995 
         (unaudited). 

              (e)  Financial Statements of Hano Document Printers, Inc. as of 
         December 31, 1995 and for the year then ended and as of September 
         30, 1996 (unaudited) and for the nine months ended September 30, 
         1996 and 1995 (unaudited). 

         ii.  Form 8-K dated April 25, 1997 and filed with the Commission on 
              April 25, 1997 reporting information under Items 5 and 7. 

Financial statements included:


              (a)  Consolidated financial statements of the Company as of 
         April 30, 1996 and 1995 and January 25, 1997 (unaudited) and for 
         each of the fiscal years ended April 30, 1996, 1995 and 1994 and the 
         nine months ended January 25, 1997 and January 31, 1996 (unaudited). 

              (b)  Unaudited pro forma combined financial information of the 
         Company as of January 25, 1997 and for each of the years ended April 
         30, 1996, 1995 and 1994 and for the nine months ended January 25, 
         1997 and January 31, 1996.

                                          8
<PAGE>


                                      SIGNATURES
                                           

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this amendment to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                  U.S. OFFICE PRODUCTS COMPANY
                                  (Registrant)

Date:  August 22, 1997                 By: /s/Mark D. Director          
                                           ------------------------------
                                           Mark D. Director
                                           Chief Administrative Officer, 
                                           General Counsel and Secretary

<PAGE>


                                  Index to Exhibits
                                           

<TABLE>
<CAPTION>
Number   Description
<S>      <C>
2.1      Agreement and Plan of Merger, dated as of May 22, 1997, among the Company, Santa
         Fe Acquisition Corp. and Mail Boxes Etc. (Exhibit 2.1 of the Company's Current
         Report on Form 8-K File No. 0-25372), filed on May 29, 1997, is hereby
         incorporated by reference)

3.1      Amended and Restated Certificate of Incorporation of U.S. Office Products Company
         (Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended
         July 27, 1996 is hereby incorporated by reference)

3.2      Amended and Restated Bylaws of U.S. Office Products Company (Exhibit 3.2 of the
         Company's Annual Report on Form 10-K for the year ended April 30, 1996 is hereby
         incorporated by reference)

4.1      Form of Indenture relating to the Company's $143.75 million 51 % Convertible
         Subordinated 2 Notes due 2001 (including form of Note) (Exhibit 4.1 of the
         Company's Registration Statement on Form S-1 (File No. 33-80553) is hereby
         incorporated by reference)

4.2      Form of Indenture relating to the Company's $230.0 million 51 % Convertible
         Subordinated 2 Notes due 2003 (including form of Note) (Exhibit 4.2 of the
         Company's Annual Report on Form 10-K for the year ended April 30, 1996 is hereby
         incorporated by reference)

4.3      Registration Rights Agreement, dated as of May 22, 1996, by and among the Company
         and Robertson Stephens & Company LLC and Natwest Securities Limited, as Managers
         (Exhibit 4.3 of the Company's Annual Report on Form 10-K for the year ended April
         30, 1996 is hereby incorporated by reference)

4.4      Registration Rights Agreement, dated September 17, 1996, by and between the Company and
         Quantum Partners, LDC. (Exhibit 4.4 of the Company's Registration Statement on Form S-4
         (file No. 333-13133) 1996 is hereby incorporated by reference)

10.1     U.S. Office Products Company Amended and Restated 1994 Long-Term Incentive Plan,
         as amended (Exhibit A to the Company's Proxy Statement, dated July 22, 1996, is
         hereby incorporated by reference)

10.2     Form of Employment Agreement for Jonathan J. Ledecky (Exhibit 10.3 of the
         Company's Registration Statement on Form S-1 (File No. 33-88096) is hereby
         incorporated by reference)

10.3     Employment Agreement for Timothy J. Flynn (Exhibit 10.4 of the Company's
         Post-Effective Amendment No. 6 to the Registration Statement on Form S-1 (File
         No. 33-89978) is hereby incorporated by reference)

<PAGE>


10.4     Employment Agreement for Jack L. Becker (Exhibit 10.6 of the Company's
         Post-Effective Amendment No. 6 to the Registration Statement on Form S-1 (File
         No. 33-89978) is hereby incorporated by reference)

10.5     Employment Agreement for Donald H. Platt (Exhibit 10.14 of the Company's
         Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File
         No. 33-89978) is hereby incorporated by reference)

10.6     Employment Agreement for Clifton B. Phillips (Exhibit 10.21 of the Company's
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.
         33-80117) is hereby incorporated by reference)

10.7     Employment Agreement for David Gezon (Exhibit 10.22 of the Company's
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.
         33-80117) is hereby incorporated by reference)

10.8     Employment Agreement for David C. Copenhaver (Exhibit 10.23 of the Company's
         Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No.
         33-80117) is hereby incorporated by reference)

10.9     Employment Agreement for Mark D. Director (Exhibit 10.14 of the Company's Annual
         Report on Form 10-K for the year ended April 30, 1996 is hereby incorporated by
         reference)

10.10    Merger Agreement, dated as of January 31, 1996, by and among U.S. Office Products
         Company, Oak Brook Office Supply & Equipment Corporation, Oak Brook Acquisition Corp.,
         and the Stockholders named therein (Exhibit 2.7 of the Company's Post-Effective
         Amendment No. 1 to Form S-1 (File No.33-80117) is hereby incorporated by reference)

10.11    Stock Purchase Agreement, dated as of January 31, 1996, by and between U.S. Office
         Products Company and Eric John Watson (Exhibit 2.8 of the Company's Post-Effective
         Amendment No. 1 to Form S-1 (File No. 33-80117) is hereby incorporated by reference)

10.12    Amendment to Stock Purchase Agreement, dated as of June 20, 1996, by and between the
         Company and Eric John Watson (Exhibit 10.24 of the Company's Annual Report on Form 10-K
         for the year ended April 30, 1996 is hereby incorporated by reference)

10.13    Merger Agreement dated March 15, 1995 among U.S. Office Products Company, the H.H. West
         Company, a Wisconsin corporation, the H.H. West Company, a Delaware corporation and the
         stockholders named therein (Exhibit 2.1 to the Company's Form 8-K (Commission file No.
         0-25372) dated March 15, 1995 is hereby incorporated by reference)

10.14    Merger Agreement, dated as of May 16, 1995, among U.S. Office Products Company, Coffee
         Butler Acquisition Corp., Coffee Butler Service, Inc., and the stockholders named 



<PAGE>

         therein (Exhibit 2.1 of the Current Report on Form 8-K dated May 16, 1995, filed with
         the Commission on May 22, 1995 (Commission file No. 0-25372), is hereby incorporated by
         reference)

10.15    Merger Agreement, dated as of June 8, 1995, among U.S. Office Products Company, C.W.
         Mills Paper Company, C.W. Mills Acquisition Corp. and the stockholders named therein
         (Exhibit 10.10 of the Company's Registration Statement on Form S-1 (File No. 33-93956)
         is hereby incorporated by reference)

10.16    Merger Agreement dated as of June 12, 1995, among U.S. Office Products Company, Mills
         Morris Arrow, Inc., Mills Morris Arrow Acquisition Corp. and the stockholders named
         therein (Exhibit 10.11 of the Company's Registration Statement on Form S-1 (File No.
         33-93956) is hereby incorporated by reference)

10.17    Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, Coffee Butler Acquisition Corp., Coffee Butler Service, Inc., and the
         stockholders named therein (Exhibit 10.16 Company's Registration Statement on Form S-1
         (File No. 33-93956) is hereby incorporated by reference)

10.18    Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, C.W. Mills Paper Company, C.W. Mills Acquisition Corp. and the
         stockholders named therein (Exhibit 10.17 of the Company's Registration Statement on
         Form S-1 (File No. 33-93956) is hereby incorporated by reference)

10.19    Amendment No. 1 to Merger Agreement, dated as of July 27, 1995, among U.S. Office
         Products Company, Mills Morris Arrow, Inc., Mills Morris Arrow Acquisition Corp. and
         the stockholders named therein (Exhibit 10.18 of the Company's Registration Statement
         on Form S-1 (File No. 33-93956) is hereby incorporated by reference)

10.20    Asset Purchase Agreement, dated as of August 16, 1995, among OSCO Acquisition Corp.,
         MISSCO Corporation of Jackson and U.S. Office Products Company (Exhibit 10.19 of the
         Company's Post-Effective Amendment No. 6 to the Registration Statement on Form S-1
         (File No. 33-89978) is hereby incorporated by reference)

10.21    Form of Merger Agreement, dated as of August 16, 1995, among U.S. Office Products
         Company, Smith-Wilson Co., a Florida corporation, Smith-Wilson Acquisition Corp., a
         Delaware corporation, Copenhaver Holdings, Incorporated, a Florida corporation and the
         stockholders named therein (Exhibit 10.20 of the Company's Post-Effective Amendment No.
         5 to the Registration Statement on Form S-1 (File No. 33-89978) is hereby incorporated
         by reference)

10.22    Assets Purchase Agreement, dated as of January 12, 1996, among U.S. Office Products
         Company, Emmons-Napp Office Products, Inc. and EN Acquisition Corp. (Exhibit 2.1 


<PAGE>

         of the Company's Current Report on Form 8-K (File No. 0-25372), filed on January 31,
         1996, is hereby incorporated by reference)

10.23    Agreement and Plan of Reorganization, dated as of January 10, 1996, by and among U.S.
         Office Products Company, National Office Supply, Inc., Tuscarawas Office Supply, Inc.,
         Stark Office Supply, Inc. and NST Acquisition Corp. (Exhibit 2.2 of the Company's
         Current Report on Form 8-K (File No. 0-25372), filed on January 31, 1996, is hereby
         incorporated by reference)

10.24    Amendment No. 2 to Merger Agreement, dated August 10, 1995, by and among C.W. Mills,
         C.W. Mills Acquisition Corp., U.S. Office Products Company and certain stockholders
         named therein (Exhibit 2.1 of the Company's Current Report on Form 8-K (File No.
         0-25372), filed on February 21, 1996, is hereby incorporated by reference)

10.25    Agreement and Plan of Reorganization, dated as of April 29, 1996, by and among School
         Specialty, School Acquisition Corp, U.S. Office Products Company and certain other
         investors of School Specialty named therein (Exhibit 2.2 of the Company's Current
         Report on Form 8-K (File No. 0-25372), filed on May 17, 1996, is hereby incorporated by
         reference)

10.26    Stock Purchase Agreement, dated as of July 22, 1996, by and among Blue Star Group
         Limited, Rank Commercial Limited, the Company and Graeme Richard Hart (Exhibit 10.1 of
         the Company's Current Report on Form 8-K (File No. 0-25372), filed on July 26, 1996, is
         hereby incorporated by reference)

10.27    Agreement and Plan of Reorganization, dated as of July 26, 1996, by and among Mile High
         Office Supply, Inc., MHOS Acquisition Corp, the Company and the stockholders named
         therein (Exhibit 10.2 of the Company's Current Report on Form 8-K (File No. 0-25372),
         filed on July 26, 1996, is hereby incorporated by reference)

10.28    Agreement and Plan of Reorganization, dated as of July 26, 1996, by and among American
         Looseleaf, Acquisition Corp., the Company and the stockholders named therein (Exhibit
         10.3 of the Company's Current Report on Form 8-K (File No. 0-25372), filed on July 26,
         1996, is hereby incorporated by reference)

10.29    Credit Agreement, dated as of August 21, 1996, among the Company, Various Lending
         Institutions and Bankers Trust Company, as agent, including Amendment No. 1 (Exhibit
         10.41 of the Company's Registration Statement on Form S-4 (file No. 333-13133) 1996 is
         hereby incorporated by reference)

10.30    U.S. Office Products Company Executive Deferred Compensation Plan (Exhibit B to the
         Company's Proxy Statement, dated July 22, 1996, is hereby incorporated by reference)



<PAGE>

10.31    U.S. Office Products Company 1996 Non-Employee Directors' Stock Plan (Exhibit C to the
         Company's Proxy Statement, dated July 22, 1996, is hereby incorporated by reference)

10.32    U.S. Office Products Company Amended and Restated Employee Stock Purchase Plan, as
         amended (Exhibit D to the Company's Proxy Statement, dated July 22, 1996, is hereby
         incorporated by reference)

10.33    Agreement and Plan of Reorganization, dated as of October 26, 1996, by and among the
         Company, Fortran Corp., Lawrence F. Glaser, Brian E. Stowers and Fortran Acquisition
         Corp. (Exhibit 10.1 of the Company's Current Report on Form 8-K/A (File No. 0-25372),
         filed on December 9, 1996, is hereby incorporated by reference)

*10.34   Employment Agreement for Thomas I. Morgan

*10.35   Amendment No. 2 of the Credit Agreement, dated October 30, 1996 among the Company,
         Various Lending Institutions and Bankers Trust Company, as agent

*10.36   Amendment No. 3 of the Credit Agreement, dated April 15, 1997 among the Company,
         Various Lending Institutions and Bankers Trust Company, as agent

10.37    Split Dollar Life Insurance Policy for Timothy J. Flynn

*11.1    Statement Regarding Computation of Net Income Per Share

21.1     List of subsidiaries of U.S. Office Products Company

23.1     Consent of Price Waterhouse LLP

23.2     Consent of Parent, McLaughlin & Nangle

23.3     Consent of Rubin, Koehmstedt & Nadler, PLC

23.4     Consent of Ernst & Young LLP

23.5     Consent of Ernst & Young

23.6     Consent of Hertz, Herson & Company, LLP

23.7     Consent of KPMG Peat Marwick LLP

23.8     Consent of BDO Seidman, LLP

23.9     Consent of Deloitte & Touche LLP


<PAGE>

23.10    Consent of Hertz, Herson & Company, LLP

*27.1    Financial Data Schedule

</TABLE>
__________________

*        Previously filed on U.S. Office Products Company's Form 10-K filed 
         with the Commission on July 8, 1997.