<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 - Q

       (Mark One)

       [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended April 27, 2002

                            OR

       [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to ________.

                         Commission file number 1-13380
                                                ----------

                                 OFFICEMAX, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)


             OHIO                                      34-1573735
             ----                                      ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)



            3605 WARRENSVILLE CENTER ROAD, SHAKER HEIGHTS, OHIO 44122
            ---------------------------------------------------------
                    (Address of principal executive offices)
                                   (zip code)

                                 (216) 471-6900
                                 --------------
              (Registrant's telephone number, including area code)



       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 such filing requirements for the past 90 days. Yes X  No   .
                                                                    ---   ---


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

                                                     Shares outstanding as of
            Title of each class                             June 7, 2002
            -------------------                             ------------
        Common Shares, without par value                     123,992,913



<PAGE>






                                 OFFICEMAX, INC.

                                      INDEX





Part I - Financial Information                                             Page
------------------------------                                             ----

  Item 1.       Financial Statements                                         3

  Item 2.       Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         13

  Item 3.       Quantitative and Qualitative Disclosures About
                Market Risk                                                 20


Part II - Other Information
---------------------------

  Item 1.       Legal Proceedings                                           21

  Item 6.       Exhibits and Reports on Form 8-K                            21


Signatures                                                                  22




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------

                                 OFFICEMAX, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                            APRIL 27,      JANUARY 26,
                                                               2002           2002
                                                           -----------    -----------
                                                           (Unaudited)
<S>                                                        <C>            <C>
ASSETS
Current Assets:
  Cash and equivalents                                     $    58,428    $    76,751
  Accounts receivable, net of allowances
    of $917 and $974, respectively                              81,074         87,511
  Merchandise inventories                                      958,162        884,827
  Other current assets                                         100,673         43,834
                                                           -----------    -----------
      Total current assets                                   1,198,337      1,092,923
Property and Equipment:
  Buildings and land                                            35,929         35,725
  Leasehold improvements                                       187,537        185,998
  Furniture, fixtures and equipment                            626,537        616,768
                                                           -----------    -----------
  Total property and equipment                                 850,003        838,491
  Less: Accumulated depreciation                              (500,854)      (479,204)
                                                           -----------    -----------
  Property and equipment, net                                  349,149        359,287
Other assets and deferred charges                               12,838          8,799
Trademarks                                                       3,543          3,503
Goodwill, net of accumulated amortization of $89,757           290,495        290,495
                                                           -----------    -----------
                                                           $ 1,854,362    $ 1,755,007
                                                           ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable - trade                                 $   449,457    $   495,505
  Accrued expenses and other liabilities                       181,662        196,297
  Accrued salaries and related expenses                         48,980         50,705
  Taxes other than income taxes                                 74,927         68,509
  Revolving credit facility                                    117,600         20,000
  Redeemable preferred shares - Series B                        21,750         21,750
  Mortgage loan, current portion                                   123            122
                                                           -----------    -----------
      Total current liabilities                                894,449        852,888
Mortgage loan                                                    1,495          1,530
Other long-term liabilities                                    167,470        175,456
                                                           -----------    -----------
      Total liabilities                                      1,063,464      1,029,874

Commitments and contingencies                                        -              -
Minority interest                                               19,927         19,184

Shareholders' Equity:
  Common shares, without par value; 200,000,000 shares
   authorized; 134,616,913 and 134,284,054 shares issued
   and outstanding, respectively                               889,329        895,466
  Deferred stock compensation                                     (150)           (29)
  Cumulative translation adjustment                               (545)           616
  Retained deficit                                             (24,071)       (87,589)
  Less:  Treasury stock, at cost                               (93,592)      (102,515)
                                                           -----------    -----------
      Total shareholders' equity                               770,971        705,949
                                                           -----------    -----------
                                                           $ 1,854,362    $ 1,755,007
                                                           ===========    ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these balance sheets.



                                       3
<PAGE>





                                 OFFICEMAX, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  13 WEEKS ENDED
                                                          ------------------------------
                                                             APRIL 27,        APRIL 28,
                                                               2002             2001
                                                          -------------    -------------

<S>                                                       <C>              <C>
Sales                                                     $   1,180,564    $   1,193,971
Cost of merchandise sold, including buying
   and occupancy costs                                          881,236          903,683
                                                          -------------    -------------

Gross profit                                                    299,328          290,288

Store operating and selling expenses                            256,842          268,898
General and administrative expenses                              34,013           37,623
Pre-opening expenses                                                371              829
Goodwill amortization                                                 -            2,464
                                                          -------------    -------------
Total operating expenses                                        291,226          309,814

Operating income (loss)                                           8,102          (19,526)

Interest expense, net                                             1,341            5,400
Other income, net                                                     -              (13)
                                                          -------------    -------------

Income (loss) before income taxes and minority interest           6,761          (24,913)
Income tax benefit                                              (57,500)          (9,134)
Minority interest                                                   743              806
                                                          -------------    -------------

Net income (loss)                                         $      63,518    $     (16,585)
                                                          =============    =============

EARNINGS (LOSS) PER COMMON SHARE:
   Basic                                                  $        0.52    $       (0.15)
                                                          =============    =============
   Diluted                                                $        0.51    $       (0.15)
                                                          =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING:
   Basic                                                    123,204,035      113,075,434
                                                          =============    =============
   Diluted                                                  124,781,471      113,075,434
                                                          =============    =============
</TABLE>





The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.



                                       4
<PAGE>





                                 OFFICEMAX, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               13 WEEKS ENDED
                                                           ----------------------
                                                           APRIL 27,    APRIL 28,
                                                             2002         2001
                                                           ---------    ---------
<S>                                                        <C>          <C>
CASH PROVIDED BY (USED FOR):
OPERATIONS
   Net income (loss)                                       $  63,518    $ (16,585)
   Adjustments to reconcile net income (loss)
    to net cash from operating activities:
     Depreciation and amortization                            22,071       25,489
     Income taxes                                                  -         (840)
     Other, net                                                1,221        2,923
   Changes in current assets and current liabilities:
     (Increase) decrease in inventories                      (73,335)      76,614
     Decrease in accounts payable                            (65,978)    (165,561)
     Decrease in accounts receivable                           5,570       19,108
     Decrease in accrued liabilities                          (7,875)      (5,656)
     Store closing reserve                                    (9,454)      (9,590)
     Receivable for income tax refund                        (57,500)           -
     Other, net                                                1,707      (11,320)
                                                           ---------    ---------
       Net cash used for operations                         (120,055)     (85,418)
                                                           ---------    ---------

INVESTING
     Capital expenditures                                    (14,510)      (9,696)
     Other, net                                               (3,996)        (811)
                                                           ---------    ---------
       Net cash used for investing                           (18,506)     (10,507)
                                                           ---------    ---------

FINANCING
     Increase in revolving credit facilities                  97,600       73,800
     Payments of mortgage principal                              (34)         (31)
     Increase (decrease) in overdraft balances                19,583      (46,306)
     (Increase) decrease in advanced payments for
       leased facilities                                        (187)       1,550
     Proceeds from the issuance of common stock, net           2,787          187
     Other, net                                                   67        1,421
                                                           ---------    ---------
       Net cash provided by financing                        119,816       30,621
                                                           ---------    ---------

Effect of exchange rate changes on cash and equivalents          422        1,917
                                                           ---------    ---------
Net decrease in cash and equivalents                         (18,323)     (63,387)
Cash and equivalents, beginning of the period                 76,751      127,337
                                                           ---------    ---------
Cash and equivalents, end of the period                    $  58,428    $  63,950
                                                           =========    =========

SUPPLEMENTAL INFORMATION
Interest paid on debt                                      $     256    $   5,604
                                                           =========    =========
Taxes paid on income                                       $     115    $     396
                                                           =========    =========
</TABLE>



The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.



                                       5
<PAGE>





                                 OFFICEMAX, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                             (Dollars in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   Deferred      Cumulative
                                        Common       Stock       Translation   Retained     Treasury
                                        Shares    Compensation   Adjustment     Deficit       Stock        Total
                                       ---------    ---------    ---------    ---------    ---------    ---------

<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
BALANCE AT JANUARY 26, 2002            $ 895,466    $     (29)   $     616    $ (87,589)   $(102,515)   $ 705,949

Comprehensive income:
   Net income                                  -            -            -       63,518            -       63,518
   Cumulative translation adjustment           -            -       (1,161)           -            -       (1,161)
                                                                                                        ---------
Total comprehensive income                                                                                 62,357

Issuance of common shares
  under director plan                       (179)        (175)           -            -          362            8

Exercise of Stock Options
  (including tax benefit)                 (5,815)           -            -            -        8,257        2,442

Sale of shares under employee
  share purchase plan
  (including tax benefit)                   (143)           -            -            -          304          161

Amortization of deferred
  compensation                                 -           54            -            -            -           54
                                       ---------    ---------    ---------    ---------    ---------    ---------
BALANCE AT APRIL 27, 2002              $ 889,329    $    (150)   $    (545)   $ (24,071)   $ (93,592)   $ 770,971
                                       =========    =========    =========    =========    =========    =========
</TABLE>









The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.



                                       6
<PAGE>


                                 OFFICEMAX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             FOR THE 13 WEEKS ENDED
                        APRIL 27, 2002 AND APRIL 28, 2001



Significant Accounting and Reporting Policies
---------------------------------------------

1.   The accompanying unaudited consolidated financial statements have been
     prepared from the financial records of OfficeMax, Inc. and its subsidiaries
     (the "Company" or "OfficeMax") and reflect all adjustments which are, in
     the opinion of management, necessary to fairly present the results of the
     interim periods covered in this report. The results for any interim period
     are not necessarily indicative of the results to be expected for the full
     fiscal year.

2.   The Company's consolidated financial statements for the 13 weeks ended
     April 27, 2002 and April 28, 2001 included in this Quarterly Report on Form
     10-Q have been prepared in accordance with the accounting policies
     described in the Notes to Consolidated Financial Statements for the fiscal
     year ended January 26, 2002 which were included in the Company's Annual
     Report on Form 10-K filed with the Securities and Exchange Commission (File
     No. 1-13380) on April 17, 2002. Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States of America have been condensed or omitted in accordance with the
     rules and regulations of the Securities and Exchange Commission. These
     financial statements should be read in conjunction with the financial
     statements and the notes thereto included in the Form 10-K referred to
     above. Certain reclassifications have been made to prior year amounts to
     conform to the current presentation.

3.   The Company's fiscal year ends on the Saturday prior to the last Wednesday
     in January. Fiscal year 2002 ends on January 25, 2003 and includes 52
     weeks. Fiscal year 2001 ended on January 26, 2002 and included 52 weeks.

4.   At April 27, 2002, OfficeMax operated a chain of 967 superstores in 49
     states, Puerto Rico, the U.S. Virgin Islands and, through a joint venture
     partnership, Mexico. In addition to offering office products, business
     machines and related items, OfficeMax superstores also feature CopyMax and
     FurnitureMax, in-store modules devoted exclusively to print-for-pay
     services and office furniture. Additionally, the Company reaches customers
     with an offering of over 30,000 items through its eCommerce site,
     OfficeMax.com, its direct-mail catalogs and its outside sales force. The
     Company's domestic retail stores, OfficeMax.com, its direct mail catalogs
     and its outside sales force are serviced by its three PowerMax inventory
     distribution facilities, 18 delivery centers and two national call centers.

5.   The components of the Company's comprehensive income (loss) are as follows:
     (Dollars in thousands)

                                                      13 WEEKS ENDED
                                            --------------------------------
                                               APRIL 27,         APRIL 28,
                                                 2002               2001
----------------------------------------------------------------------------

Net income (loss)                              $ 63,518           $(16,585)
Other comprehensive income (loss):
    Cumulative translation adjustment            (1,161)                80
                                               --------           --------

Comprehensive income (loss)                    $ 62,357           $(16,505)
                                               ========           ========

                                      7


<PAGE>



6.   Earnings per common share are calculated in accordance with the provisions
     of Statement of Financial Accounting Standards No. 128, "Earnings per
     Share" ("FAS 128"). FAS 128 requires the Company to report both basic
     earnings per common share, which is based on the weighted average number of
     common shares outstanding, and diluted earnings per common share, which is
     based on the weighted average number of common shares outstanding and all
     potentially dilutive common stock equivalents. A reconciliation of the
     basic and diluted per share computations is as follows: (Dollars in
     thousands, except per share data)

<TABLE>
<CAPTION>

                                                                          13 WEEKS ENDED
                                                              --------------------------------------
                                                              APRIL 27,                  APRIL 28,
                                                                2002                       2001
     -----------------------------------------------------------------------------------------------

<S>                                                       <C>                         <C>
     Net income (loss)                                    $      63,518               $     (16,585)
     Preferred stock accretion                                        -                        (773)
                                                          -------------               -------------
     Net income (loss) available
         to common shareholders                           $      63,518               $     (17,358)
                                                          =============               =============

     Weighted average number of
         common shares outstanding                          123,204,035                 113,075,434

     Effect of dilutive securities:
         Stock options                                        1,495,829                           -
         Restricted stock units                                  81,607                           -
                                                          -------------               -------------

     Weighted average number of
         common shares outstanding
         and assumed conversions                            124,781,471                 113,075,434
                                                          =============               =============

     Income (loss) per common share-Basic                 $        0.52               $       (0.15)
                                                          =============               =============

     Income (loss) per common share-Diluted               $        0.51               $       (0.15)
                                                          =============               =============
</TABLE>

     Options to purchase 13,196,492 common shares were excluded from the
     calculation of diluted earnings per common share for the 13 weeks ended
     April 27, 2002 because the exercise prices of these options were greater
     than the average market price. The weighted average exercise price of these
     options was $8.72. Options to purchase 15,382,245 common shares at a
     weighted average exercise price of $7.52 and 116,336 restricted stock units
     were excluded from the calculation of diluted earnings per common share for
     the 13 weeks ended April 28, 2001, because their effect would have been
     anti-dilutive due to the net loss recognized in that period.




                                       8
<PAGE>

7.   The Company has two business segments: Domestic and International. The
     Company's operations in the United States comprise its retail stores,
     eCommerce operations, catalog business and outside sales groups, all of
     which are included in the Domestic segment. The operations of the Company's
     joint venture in Mexico, OfficeMax de Mexico, are included in the
     International segment.

     The following table summarizes the results of operations for the
     Company's business segments:

     (Dollars in thousands)
<TABLE>
<CAPTION>
                                                 TOTAL
     13 WEEKS ENDED APRIL 27, 2002              COMPANY         DOMESTIC      INTERNATIONAL
     -------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>
     Sales                                   $ 1,180,564      $ 1,142,300      $    38,264
     Cost of merchandise sold, including
         buying and occupancy costs              881,236          852,094           29,142
                                             -----------      -----------      -----------
     Gross profit                                299,328          290,206            9,122
     Operating income                              8,102            6,758            1,344
     Interest expense (income), net                1,341            1,514             (173)
     Income tax benefit                          (57,500)         (57,500)               -
     Minority interest                               743                -              743
                                             -----------      -----------      -----------
     Net income                              $    63,518      $    62,744      $       774
                                             ===========      ===========      ===========
</TABLE>





<TABLE>
<CAPTION>
     13 WEEKS ENDED APRIL 28, 2001
     -------------------------------------------------------------------------------------

<S>                                          <C>              <C>              <C>
     Sales                                   $ 1,193,971      $ 1,159,569      $    34,402
     Cost of merchandise sold, including
         buying and occupancy costs              903,683          878,328           25,355
                                             -----------      -----------      -----------
     Gross profit                                290,288          281,241            9,047
     Operating income (loss)                     (19,526)         (20,982)           1,456
     Interest expense (income), net                5,400            5,590             (190)
     Other income, net                               (13)             (13)               -
     Income tax benefit                           (9,134)          (9,134)               -
     Minority interest                               806                -              806
                                             -----------      -----------      -----------
     Net income (loss)                       $   (16,585)     $   (17,425)     $       840
                                             ===========      ===========      ===========
</TABLE>

     The total assets of the International segment were approximately
     $74,011,000 and $76,239,000 as of April 27, 2002 and January 26, 2002,
     respectively. The total assets of the International segment included
     long-lived assets, primarily fixed assets, of approximately $26,054,000 and
     $26,405,000 as of April 27, 2002 and January 26, 2002, respectively.
     Included in the total assets of the International segment was goodwill, net
     of accumulated amortization, of $3,699,000 as of April 27, 2002 and January
     26, 2002. Depreciation expense for the International segment was
     approximately $838,000 and $731,000 for the 13 weeks ended April 27, 2002
     and April 28, 2001, respectively.

     The Company has a 19% interest in a joint venture that operated two
     superstores in Brazil. The Company accounts for the joint venture on the
     cost basis and wrote-off its remaining investment in the joint venture as
     well as receivables from the joint venture in the fourth quarter of fiscal
     year 2001. The write-off totaled $5,631,000. During the first quarter of
     fiscal year 2002, the Company's joint venture in Brazil closed its two
     superstores. The Company's joint venture in Brazil is included in the
     Domestic segment.

     Other than its investments in joint venture partnerships, the Company has
     no international sales or assets.



                                       9
<PAGE>

8.   During the fourth quarter of fiscal year 2001, the Company announced
     that it had completed a review of its real estate portfolio and elected to
     close 29 underperforming superstores. In conjunction with the store
     closings, the Company recorded a pre-tax charge for store closing and asset
     impairment of $79,838,000 during the fourth quarter of fiscal year 2001.
     During the first quarter of fiscal year 2002, the 29 stores completed the
     liquidation process and were closed. The results of operations for the 29
     closed stores were assumed by a third-party liquidator and, accordingly,
     were not included in the Company's consolidated results of operations after
     January 26, 2002.

     A reconciliation of major components of the fiscal year 2001 store closing
     reserve is as follows:
     (Dollars in thousands)

<TABLE>
<CAPTION>
                                                        BALANCE                                BALANCE
                                                       JANUARY 26,         PAYMENT /          APRIL 27,
                                                          2002              USAGE               2002
     ----------------------------------------------- --------------- --- ------------- -- ----------------

<S>                                                        <C>                  <C>             <C>
     Lease disposition                                     $ 53,646           $ 1,516           $  52,130

     Other closing costs, including severance                 5,518             3,804               1,714
                                                     ---------------     -------------    ----------------

       Total                                               $ 59,164           $ 5,320           $  53,844
                                                     ===============     =============    ================
</TABLE>

     As of April 27, 2002 and January 26, 2002, $40,493,000 and $43,135,000 of
     the reserve for fiscal year 2001 store closing costs, respectively, was
     included in other long-term liabilities. Lease disposition cost included in
     the reserve for fiscal year 2001 store closing costs includes the aggregate
     straight-line rent expense for the closed stores net of expected future
     sublease income of $42,347,000 and $42,344,000 as of April 27, 2002 and
     January 26, 2002, respectively.

     During the fourth quarter of fiscal year 2000, the Company elected to close
     50 underperforming superstores and recorded a pre-tax charge for store
     closing and asset impairment of $109,578,000. Of the 50 superstores
     originally expected to close, 48 were liquidated and closed during fiscal
     year 2001. During the fourth quarter of fiscal year 2001, the Company
     elected not to close the two remaining superstores due to changes in
     competitive and market conditions and reversed the reserve originally
     recorded for costs to close those stores. In total, approximately
     $3,077,000 of the original reserve recorded in fiscal year 2000 was
     reversed during the fourth quarter of fiscal year 2001, primarily as a
     result of the two stores the Company elected not to close and certain
     equipment lease termination costs that were lower than expected. The
     results of operations for 46 of the 48 closed stores were assumed by a
     third-party liquidator and, accordingly, were not included in the Company's
     consolidated results of operations after January 27, 2001.

     A reconciliation of major components of the fiscal year 2000 store closing
     reserve is as follows:
     (Dollars in thousands)

<TABLE>
<CAPTION>
                                                          BALANCE                               BALANCE
                                                         JANUARY 26,         PAYMENT /          APRIL 27,
                                                            2002              USAGE               2002
     -----------------------------------------------------------------------------------------------------

<S>                                                        <C>                  <C>             <C>
     Lease disposition                                     $ 68,658           $ 4,017           $  64,641

     Other closing costs, including severance                 1,700               117               1,583
                                                     ---------------     -------------    ----------------

       Total                                               $ 70,358           $ 4,134           $  66,224
                                                     ===============     =============    ================
</TABLE>

     As of April 27, 2002 and January 26, 2002, $49,083,000 and $54,900,000 of
     the reserve for fiscal year 2000 store closing costs, respectively, was
     included in other long-term liabilities. Lease disposition cost included in
     the reserve for fiscal year 2000 store closing costs includes the aggregate
     straight-line rent expense for the closed stores net of expected future
     sublease income of $58,821,000 and $59,045,000 as of April 27, 2002 and
     January 26, 2002, respectively.


                                       10
<PAGE>

9.   In the fourth quarter of fiscal year 2001, the Company recorded a
     $170,616,000 charge to establish a valuation allowance for its net deferred
     tax assets and net operating loss carryforwards. The valuation allowance
     was calculated in accordance with the provisions of Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"),
     which places primary importance on the Company's operating results in the
     most recent three-year period when assessing the need for a valuation
     allowance. Although management believes the Company's results for those
     periods were heavily affected by deliberate and planned infrastructure
     improvements, including its PowerMax distribution network and
     state-of-the-art SAP computer system as well as an aggressive store closing
     program, the Company's cumulative loss in the most recent three-year period
     represented negative evidence sufficient to require a full valuation
     allowance under the provisions of FAS 109. The Company intends to maintain
     a full valuation allowance for its net deferred tax assets and net
     operating loss carryforwards until sufficient positive evidence exists to
     support reversal of the remaining reserve. Until such time, except for
     minor state, local and foreign tax provisions, the Company will have no
     reported tax provision, net of valuation allowance adjustments.

     On March 9, 2002, President Bush signed into law the "Job Creation and
     Worker Assistance Act" (H.R. 3090). This new tax law temporarily extends
     the carryback period for net operating losses incurred during the Company's
     taxable years ended in 2001 and 2000 to five years from two years. During
     the first quarter of fiscal year 2002, the Company reversed a portion of
     the valuation allowance recorded during the fourth quarter of fiscal year
     2001 and recognized an income tax benefit equal to the amount of expected
     additional net operating loss carryback of $57,500,000. As of April 27,
     2002, the valuation allowance was $110,740,000, which represents a full
     valuation allowance of the Company's net deferred tax assets and net
     operating loss carryforwards. The Company received a refund for the
     majority of the additional net operating loss carryback during May 2002.
     The Company expects to receive the remainder of the refund for the
     additional net operating loss carryback during fiscal year 2002. As of
     April 27, 2002, a receivable for the $57,500,000 income tax refund was
     included in other current assets.

10.  In July 2001, the Financial Accounting Standards Board (the "FASB") issued
     Statement No. 141, "Accounting for Business Combinations" ("FAS 141") and
     Statement No. 142, "Goodwill and Other Intangibles" ("FAS 142"). These
     Statements modify accounting for business combinations and address the
     accounting for goodwill and other intangible assets. The provisions of FAS
     141 are effective for business combinations initiated after June 30, 2001.
     The provisions of FAS 142 are effective for fiscal years beginning after
     December 15, 2001, and are effective for interim periods in the initial
     year of adoption. FAS 142 specifies that, among other things, goodwill and
     intangible assets with an indefinite useful life will no longer be
     amortized. The standard requires goodwill and intangible assets with an
     indefinite useful life to be periodically tested for impairment using the
     two-step test specified in the standard and written down to fair value if
     considered impaired. Intangible assets with estimated useful lives will
     continue to be amortized over those periods. FAS 142 is effective for the
     Company for fiscal year 2002. Accordingly, the Company no longer amortizes
     its goodwill and is required to complete the first step of the two-step
     test for impairment prior to the end of its second fiscal quarter on July
     27, 2002. The first step of the goodwill impairment test, used to identify
     potential impairment, compares the fair value of a reporting unit with its
     carrying amount, including goodwill. If the carrying amount of the
     reporting unit exceeds its fair value, the second step of the goodwill
     impairment test will be performed to measure the amount of the impairment
     loss, if any. The Company is assessing the financial statement impact of
     the adoption of these Statements, which could include an impairment loss,
     or write-off, of some portion of the Company's intangible assets, including
     goodwill.




                                       11
<PAGE>


     The following table presents the transitional disclosures required by FAS
     No. 142:
     (Dollars in thousands, except per share data)


                                                  13 WEEKS ENDED
                                            -------------------------
                                             April 27,       April 28,
                                               2002            2001
     ----------------------------------------------------------------

     Reported net income (loss)             $   63,518     $  (16,585)
     Add back: Amortization of goodwill              -          2,464
                                            ----------     ----------
     Adjusted net income (loss)             $   63,518     $  (14,121)
                                            ==========     ==========
     BASIC EARNINGS PER COMMON SHARE:
     Reported net income (loss)             $     0.52     $    (0.15)
     Add back: Amortization of goodwill              -           0.02
                                            ----------     ----------
     Adjusted net income (loss)             $     0.52     $    (0.13)
                                            ==========     ==========
     DILUTED EARNINGS PER COMMON SHARE:
     Reported net income (loss)             $     0.51     $    (0.15)
     Add back: Amortization of goodwill              -           0.02
                                            ----------     ----------
     Adjusted net income (loss)             $     0.51     $    (0.13)
                                            ==========     ==========






                                       12
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS
-------------

RESULTS OF OPERATIONS
---------------------

Sales for the 13 weeks ended April 27, 2002 were $1,180,564,000 as compared to
$1,193,971,000 for the like prior year period. Prior year sales included
revenues from the 29 stores that were closed as of the first day of the current
fiscal year. Excluding sales from the 29 closed stores from the comparable prior
year period, current year sales increased approximately 1%, primarily as a
result of a full period of sales from 17 new domestic superstores and four (net)
new superstores in Mexico opened during fiscal year 2001 and additional sales
from four new domestic superstores and one new superstore in Mexico opened
during the current year. Current year comparable-store sales were even with a
year ago, which was the second consecutive quarter of sequential
quarter-over-quarter improvement in comparable-store sales and an improvement of
approximately 300 basis points over the fourth quarter of the prior year. During
the 13 weeks ended April 27, 2002, the number of customer transactions at stores
opened more than one year increased over the comparable prior year period
primarily as a result of the Company's new merchandising and marketing
initiatives, improved inventory in-stock position and better in-store execution,
as well as an improving domestic economy.

Cost of merchandise sold, including buying and occupancy costs, improved as a
percentage of sales to 74.7% for the 13 weeks ended April 27, 2002, down from
75.7% for the comparable period last year. Correspondingly, gross margin
increased to 25.3% of sales for the 13 weeks ended April 27, 2002 from 24.3% of
sales for the comparable prior year period. The current year increase in gross
profit as a percentage of sales was primarily due to a sales mix shift towards
the Company's higher margin office supply merchandise. Primarily as a result of
that shift in sales mix, the Company's gross margin improved over 100 basis
points over the prior year period. Gross margin was negatively impacted by
increased shrink expense relative to the comparable prior year quarter, however,
the impact of the increased shrink expense was mitigated by improved leverage of
certain fixed buying and occupancy costs included in cost of merchandise sold
and the resolution of certain vendor disputes.

Store operating and selling expenses, which consist primarily of store payroll,
operating and advertising expenses, decreased to $256,842,000, or 21.8% of
sales, for the 13 weeks ended April 27, 2002 from $268,898,000, or 22.5% of
sales, for the 13 weeks ended April 28, 2001. The decrease in store operating
and selling expenses as a percentage of sales was primarily due to the closing
of 29 underperforming superstores as of the first day of the current fiscal
year, improved leverage of store-level payroll and reduced utility costs
relative to the comparable prior year period. These improvements were partially
offset by an increase in advertising expense, net of vendor funding.

General and administrative expenses decreased to $34,013,000, or 2.9% of sales,
for the 13 weeks ended April 27, 2002 from $37,623,000, or 3.2% of sales,
for the 13 weeks ended April 28, 2001. The decrease in general and
administrative expenses was primarily due to the Company's continued
cost-and-expense control efforts.

Pre-opening expenses were $371,000 for the 13 weeks ended April 27, 2002 and
$829,000 for the comparable period last year. Pre-opening expenses, which
consist primarily of store payroll, supplies and grand opening advertising are
expensed as incurred. During the first quarter of the current fiscal year, the
Company opened four new domestic superstores and one new superstore in Mexico
through its joint venture partnership. During the comparable prior year period,
the Company opened six new domestic superstores and completed the expansion of
its PowerMax distribution facility in Las Vegas for which the Company incurred
pre-opening expenses of $170,000.

As a result of a new accounting standard, FAS 142, that was effective for the
Company as of the beginning of fiscal year 2002, goodwill and intangible assets
with an indefinite useful life are no longer amortized, but are tested for
impairment at least annually. Accordingly, no amortization was recorded for the
13 weeks ended April 27, 2002. Goodwill amortization was $2,464,000 for the 13
weeks ended April 28, 2001. Prior to fiscal year 2002, goodwill was capitalized
and amortized over 10 - 40 years using the straight-line method. See "Recently
Issued Accounting Standards" below for more information regarding this new
standard.

As a result of the foregoing factors, operating income was $8,102,000, or 0.7%
of sales, for the 13 weeks ended April 27, 2002. The Company incurred an
operating loss of $19,526,000 for the comparable period last year.


                                       13
<PAGE>

Interest expense, net, was $1,341,000 for the 13 weeks ended April 27, 2002, as
compared to $5,400,000 for the comparable period last year. The decrease in
interest expense was primarily due to lower average outstanding borrowings
during the first quarter of the current fiscal year as compared to the same
period last year and lower interest rates on the Company's outstanding
borrowings.

In accordance with the provisions of FAS 109, the Company recorded a
$170,616,000 charge to establish a valuation allowance for its net deferred tax
assets and net operating loss carryforwards in the fourth quarter of fiscal year
2001. The Company intends to maintain a full valuation allowance for its net
deferred tax assets and net operating loss carryforwards until sufficient
positive evidence exists to support reversal of the remaining reserve. Until
such time, except for state, local and foreign tax provisions, the Company will
have no reported tax provision, net of valuation allowance adjustments.

On March 9, 2002, President Bush signed into law the "Job Creation and Worker
Assistance Act" (H.R. 3090). This new tax law temporarily extends the carryback
period to five years from two years for net operating losses incurred during the
Company's taxable years ended in 2001 and 2000. During the first quarter of
fiscal year 2002, the Company reversed a portion of the valuation allowance for
its net deferred tax assets and net operating loss carryforwards recorded during
the fourth quarter of fiscal year 2001 and recognized an income tax benefit
equal to the amount of expected additional net operating loss carryback of
$57,500,000.

As a result of the foregoing, the Company had net income of $63,518,000 for the
13 weeks ended April 27, 2002, as compared to a net loss of $16,585,000 for the
comparable period a year earlier. Net income for the 13 weeks ended April 27,
2002, excluding the $57,500,000 income tax benefit, was $6,018,000, or 0.5% of
sales.

BUSINESS SEGMENTS
-----------------
   Domestic Segment

Sales for the Domestic segment were $1,142,300,000 for the 13 weeks ended April
27, 2002 as compared to $1,159,569,000 for the like period last year. The
decrease in sales for the Domestic segment during the first quarter of fiscal
year 2002 was due to the closing of 29 stores on the first day of fiscal year
2002, partially offset by sales from 15 new domestic superstores opened since
the end of the first quarter of fiscal year 2001. Excluding sales for the 29
closed stores, sales for the Domestic segment increased approximately $2,975,000
over the comparable period last year.

Gross profit for the Domestic segment was $290,206,000, or 25.4% of sales, and
$281,241,000, or 24.3% of sales, for the 13 weeks ended April 27, 2002 and April
28, 2001, respectively. The current year increase in gross profit as a
percentage of sales was primarily due to a sales mix shift towards the Company's
higher margin office supply merchandise, coupled with improved leverage of
certain fixed buying and occupancy costs.

As a result of a new accounting standard, FAS 142, no amortization was recorded
for the 13 weeks ended April 27, 2002. Goodwill amortization was $2,348,000 for
the Domestic segment in the first quarter last year.

Operating results for the Domestic segment were operating income of $6,758,000,
or 0.6% of sales, for the 13 weeks ended April 27, 2002 compared to an operating
loss of $20,982,000 for the comparable period last year. The increase in
operating income as a percentage of sales was primarily due to the increase in
gross profit as a percentage of sales, coupled with improved leverage of store
operating and selling expenses.

As described above, during the first quarter of fiscal year 2002, the Company
reversed a portion of the valuation allowance for its net deferred tax assets
and net operating loss carryforwards recorded during the fourth quarter of
fiscal year 2001 and recognized an income tax benefit equal to the amount of
expected additional net operating loss carryback of $57,500,000. Other than the
benefit for additional net operating loss carryback, the Domestic segment had no
reported tax provision, net of valuation allowance adjustments.

Net income for the Domestic segment was $62,744,000 for the 13 weeks ended April
27, 2002 compared to a net loss of $17,425,000 for the comparable period last
year. Net income for the 13 weeks ended April 27, 2002, excluding the
$57,500,000 income tax benefit, was $5,244,000, or 0.5% of sales.


                                       14
<PAGE>

   International Segment

Sales for the International segment increased 11% to $38,264,000 for the 13
weeks ended April 27, 2002 from $34,402,000 for the comparable period last year.
The increase in the first quarter of fiscal year 2002 was due to sales from five
(net) new superstores opened since the end of the first quarter of fiscal year
2001. Comparable-store sales for the International segment were even with prior
year. Comparable-store sales for the International segment were negatively
impacted by a shift in the timing of the Easter holiday to the first quarter of
the current year from the second quarter of the prior year. The Company's
International segment operates on a calendar year basis and its first fiscal
quarter ended on March 31.

Gross profit for the International segment was $9,122,000, or 23.8% of sales,
and $9,047,000, or 26.3% of sales, for the 13 weeks ended April 27, 2002 and
April 28, 2001, respectively. The decrease in gross profit as a percentage of
sales was primarily due to an increase in the sale of computer and peripheral
product categories which generate lower margins than sales of office supply
products.

As a result of a new accounting standard, FAS 142, no amortization was recorded
for the 13 weeks ended April 27, 2002. Goodwill amortization was $116,000 for
the International segment in the first quarter last year.

Operating income for the International segment was $1,344,000, or 3.5% of sales,
for the 13 weeks ended April 27, 2002 and $1,456,000, or 4.2% of sales, for the
comparable period last year. The decrease in operating income as a percentage of
sales was primarily due to the decrease in gross profit as a percentage of sales
and lower interest income relative to the prior year, partially offset by
improved leverage of store operating and selling expenses.

Minority interest in the net income of the International segment was $743,000
and $806,000 for the 13 weeks ended April 27, 2002 and April 28, 2001,
respectively.

Net income for the International segment was $774,000, or 2.0% of sales, and
$840,000, or 2.4% of sales, for the 13 weeks ended April 27, 2002 and April 28,
2001, respectively.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's operating activities used $120,055,000 of cash during the 13 weeks
ended April 27, 2002, primarily for the purchase of inventory which increased
$73,335,000, and the payment of accounts payable, which decreased $65,978,000,
since the end of the prior fiscal year. The increase in inventory was due to
accelerated purchases of imported merchandise for the back-to-school selling
period and increased safety-stock purchased as a precautionary measure prior to
a major upgrade of the Company's SAP computer system that was successfully
completed during the first quarter of fiscal year 2002. The decrease in accounts
payable since the end of the prior fiscal year is consistent with seasonal
fluctuations in inventory turnover, which is generally slower during the first
and second quarters, and the related decrease in accounts payable-to-inventory
leverage. Year over year, accounts payable-to-inventory leverage increased to
46.9% from 34.9%. Inventory decreased 16% year-over-year on a per-store basis
and inventory turns increased to 3.6 times per year from 3.1 times per year,
primarily as a result of the Company's supply-chain management initiatives. The
Company's operating activities used $85,418,000 of cash during the 13 weeks
ended April 28, 2001.

Net cash used for investing activities was $18,506,000 for the 13 weeks ended
April 27, 2002 versus $10,507,000 in the comparable prior year period. Capital
expenditures, primarily for new superstores and the Company's information
technology initiatives, were $14,510,000 during the first quarter of fiscal year
2002 and $9,696,000 during the first quarter of fiscal year 2001. Other net
investing activities during the current year primarily represent the purchase of
the mortgage notes on two of the Company's properties for approximately
$5,000,000.

Net cash provided by financing activities was $119,816,000 for the 13 weeks
ended April 27, 2002. Current year financing activities primarily represent
borrowings under the Company's revolving credit facilities and an increase in
overdraft balances (outstanding checks). Net cash provided by financing
activities was $30,621,000 in the comparable prior year period primarily
representing borrowings under the Company's revolving credit facility,



                                       15
<PAGE>

partially offset by a decrease in overdraft balances. Year-over-year borrowings
decreased $176,200,000 to $117,600,000 as of April 27, 2002.

Management estimates that the Company's cash requirements for opening a
superstore, exclusive of pre-opening expenses, will typically be less than
$900,000 per unit. For an OfficeMax superstore, the requirements include an
average of approximately $425,000 for leasehold improvements, fixtures,
point-of-sale terminals and other equipment, and approximately $400,000 for the
portion of store inventory that is not financed by accounts payable to vendors.
Pre-opening expenses are expected to average approximately $90,000 per domestic
superstore during the remainder of fiscal year 2002. The Company expects to open
fewer than 13 new domestic superstores during the remainder of fiscal year 2002.
The Company's joint venture in Mexico may open up to six new superstores during
the remainder of the year. The Company expects total capital expenditures for
the remainder of fiscal year 2002, primarily for IT initiatives and new store
openings, to total $45,000,000 to $50,000,000.

On March 9, 2002, President Bush signed into law the "Job Creation and Worker
Assistance Act" (H.R. 3090). This new tax law temporarily extends the carryback
period to five years from two years for net operating losses incurred during the
Company's taxable years ended in 2001 and 2000. During the first quarter of
fiscal year 2002, the Company reversed a portion of the valuation allowance for
its net deferred tax assets and net operating loss carryforwards recorded during
the fourth quarter of fiscal year 2001 and recognized an income tax benefit
equal to the amount of expected additional net operating loss carryback of
$57,500,000. As of April 27, 2002, the valuation allowance was $110,740,000,
which represents a full valuation allowance of the Company's net deferred tax
assets and net operating loss carryforwards. The Company received a refund for
the majority of the additional net operating loss carryback during the second
quarter of fiscal year 2002. The Company expects to receive the remainder of the
refund for the expected additional net operating loss carryback during fiscal
year 2002.

The Company expects its funds generated from operations as well as its current
cash reserves, and, when necessary, seasonal short-term borrowings, will be
sufficient to finance its operations and capital requirements, including its
expansion and information technology strategies.

During the fourth quarter of fiscal year 2000, the Company entered into a senior
secured revolving credit facility. During the first quarter of fiscal year 2002,
the Company extended the term of the revolving credit facility until February
27, 2004. The revolving credit facility is secured by a first priority perfected
security interest in the Company's inventory and certain accounts receivable and
provides for borrowings of up to $700,000,000 at the bank's base rate or
Eurodollar Rate plus 1.75% to 2.50% depending on the level of borrowing. As of
April 27, 2002, the Company had outstanding borrowings of $117,600,000 under the
revolving credit facility at a weighted average interest rate of 3.91%. Also
under this facility, the Company had $121,566,000 of standby letters of credit
outstanding as of April 27, 2002, in connection with its insurance programs and
two synthetic operating leases related to the Company's PowerMax inventory
distribution facilities. These letters of credit are considered outstanding
amounts under the revolving credit facility. The Company pays quarterly usage
fees of between 1.62% and 1.87% per annum on the outstanding standby letters of
credit. The Company pays quarterly fees of 0.25% per annum on the unused portion
of the revolving credit facility. Available borrowing capacity under the
revolving credit facility is calculated as a percentage of the Company's
inventory and certain accounts receivable. As of April 27, 2002, the Company had
unused and available borrowings under the revolving credit facility in excess of
$308,000,000.

On August 13, 1998, the Company's Board of Directors authorized the Company to
repurchase up to $200,000,000 of its common stock on the open market. At April
27, 2002, the Company had purchased a total of 12,702,100 shares at a cost of
$113,619,000, including systematic purchases to cover potential dilution from
the issuance of shares under the Company's equity-based incentive plans. The
Company has not repurchased any common shares since fiscal year 1999.

The Company's business is seasonal, with sales and operating income higher in
the third and fourth fiscal quarters, which include the back-to-school period
and the holiday selling season, respectively, followed by the traditional new
year office supply restocking month of January. Sales in the second fiscal
quarter's summer months are the slowest of the year primarily because of lower
office supplies consumption during the summer vacation period. Based on current
trends, management expects the Company's operations for the second quarter of
fiscal year 2002 to reflect



                                       16
<PAGE>

continued year-over-year improvements and that comparable-store sales during
that quarter will increase over the same period a year ago. However, management
expects to realize a net loss for the second quarter of fiscal year 2002. Based
on current trends, management expects the third and fourth quarters of fiscal
year 2002 to be profitable.

LEGAL PROCEEDINGS
-----------------

There are various claims, lawsuits and pending actions against the Company
incidental to the Company's operations. Although litigation is inherently
subject to many uncertainties, it is the opinion of management that the ultimate
resolution of these matters will not have a material effect on the Company's
liquidity and financial position. However, in the event of an unanticipated
adverse final determination, the Company's consolidated net income for the
period in which such determination occurs could be materially affected.

GATEWAY ALLIANCE
----------------

In fiscal year 2000, Gateway Companies, Inc. ("Gateway") committed to operate
licensed store-within-a-store computer departments within all OfficeMax
superstores in the United States pursuant to a strategic alliance, which
included the terms of a Master License Agreement (the "MLA"). In connection with
the investment requirements of the strategic alliance, during the second quarter
of fiscal year 2000, Gateway invested $50,000,000 in OfficeMax convertible
preferred stock - $30,000,000 in Series A Voting Preference Shares (the "Series
A Shares") designated for OfficeMax and $20,000,000 in Series B Serial Preferred
Shares (the "Series B Shares") designated for OfficeMax.com.

The Series A Shares, which had a purchase price of $9.75 per share, voted on an
as-converted to Common Shares basis (one vote per share) and did not bear any
interest or coupon. The Series A Shares were to increase in value from $9.75 per
share to $12.50 per share on a straight-line basis over the five-year term of
the alliance. The Company recognized the increase in value by a charge directly
to Retained Earnings for Preferred Share Accretion. The Series B Shares, which
had a purchase price of $10 per share and a coupon rate of 7% per annum, had no
voting rights.

During the first quarter of fiscal year 2001, Gateway announced its intention to
discontinue selling computers in non-Gateway stores, including OfficeMax
superstores. At that time, OfficeMax and Gateway began discussing legal issues
regarding Gateway's performance under the strategic alliance. In the second
quarter of fiscal year 2001, Gateway ended its rollout of Gateway
store-within-a-store computer departments in the Company's superstores and has
since removed its equipment and fixtures from such stores. On July 23, 2001,
Gateway notified the Company of its termination of the MLA and its desire to
exercise its redemption rights with respect to the Series B Shares. Thereafter,
the Company, which had previously notified Gateway of Gateway's breaches under
the MLA and related agreements, reaffirmed its position that Gateway was in
breach of its obligations under the MLA and related agreements. Litigation and
arbitration proceedings have commenced.

During the fourth quarter of fiscal year 2001, Gateway elected to convert its
Series A Shares, plus accrued preferred share accretion of $2,115,000, into
9,366,109 common shares of the Company.

OfficeMax does not anticipate redeeming any of the Series B Shares owned by
Gateway until all of the issues associated with the strategic alliance and its
wind down have been resolved. Based on current circumstances, it is unclear when
such a resolution will occur. In May 2001, OfficeMax announced a strategic
alliance with another computer provider.




                                       17
<PAGE>


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement No. 141, "Accounting for Business Combinations" ("FAS 141") and
Statement No. 142, "Goodwill and Other Intangibles" ("FAS 142"). These
Statements modify accounting for business combinations and address the
accounting for goodwill and other intangible assets. The provisions of FAS 141
are effective for business combinations initiated after June 30, 2001. The
provisions of FAS 142 are effective for fiscal years beginning after December
15, 2001, and are effective for interim periods in the initial year of
adoption. FAS 142 specifies that, among other things, goodwill and intangible
assets with an indefinite useful life will no longer be amortized. The standard
requires goodwill and intangible assets with an indefinite useful life to be
periodically tested for impairment using the two-step test specified in the
standard and written down to fair value if considered impaired. Intangible
assets with estimated useful lives will continue to be amortized over those
periods. FAS 142 is effective for the Company for fiscal year 2002.
Accordingly, the Company is required to complete the first step of the two-step
test for impairment prior to the end of its second fiscal quarter on July 27,
2002. The first step of the goodwill impairment test, used to identify
potential impairment, compares the fair value of a reporting unit with its
carrying amount, including goodwill. If the carrying amount of the reporting
unit exceeds its fair value, the second step of the goodwill impairment test
will be performed to measure the amount of the impairment loss, if any. The
Company is assessing the financial statement impact of the adoption of these
Statements, which could include an impairment loss, or write-off, of some
portion of the Company's intangible assets, including goodwill.

In July 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("FAS 143"). FAS 143 requires that a liability for an
asset retirement obligation be recognized when incurred and the associated asset
retirement costs be capitalized as part of the carrying amount of the long-lived
asset and subsequently allocated to expense over the asset's useful life. FAS
143 is effective for fiscal years beginning after June 15, 2002. Adoption of FAS
143 is not expected to have a material impact on the Company's financial
position or its results of operations.

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("FAS 144"). FAS 144 supersedes
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," but retains many of its fundamental
provisions. FAS 144 also modifies the scope of discontinued operations. The
Company adopted FAS 144 during the first quarter of fiscal year 2002. Adoption
of the new standard did not have a material effect on earnings or the financial
position of the Company.





                                       18
<PAGE>


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
----------------------------------------------------------

This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Any
information in this report that is not historical information is a
forward-looking statement which may be identified by the use of language such as
"may," "will," "should," "expects," "plans," "anticipates," "estimates,"
"believes," "thinks," "continues," "indicates," "outlook," "looks," "goals,"
"initiatives," "projects," or similar expressions. These statements are likely
to address the Company's growth strategy, future financial performance
(including sales and earnings), strategic initiatives, marketing and expansion
plans and the impact of operating initiatives. The forward-looking statements,
which speak only as of the date of this report, are subject to risks,
uncertainties and other factors that could cause the Company's actual results to
differ materially from those stated, projected or implied in the forward-looking
statements. These risks and uncertainties include the following: risks
associated with general economic conditions (including effects of additional
terrorist attacks and hostilities, slower than anticipated economic recovery and
declining employment rate or other changes in our customers' business
environments); failure to adequately execute plans and unforeseen circumstances
beyond the Company's control in connection with the development, implementation
and execution of new business processes, procedures and programs (including
marketing programs, store openings and closings, the Company's supply-chain
management program, enterprise resource planning computer system and new vendor
purchasing model); greater than expected expenses associated with the Company's
activities; the effects of adoption of FAS 142; and other risks and
uncertainties described in Exhibit 99.1 of the Company's Annual Report on 10-K
for the fiscal year ended January 26, 2002, and in other reports and exhibits to
reports filed with the Securities and Exchange Commission (these descriptions
are incorporated herein by reference). You are strongly urged to review such
filings for a more detailed discussion of such risks and uncertainties. The
Company's SEC filings are available, at no charge, at www.sec.gov and
www.freeEDGAR.com, as well as on a number of other Web sites, including
OfficeMax.com, under the investor information section. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.




                                       19
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------


The Company is exposed to market risk, principally interest rate risk and
foreign exchange risk.

Interest earned on the Company's cash equivalents and short-term investments, as
well as interest paid on its debt and lease obligations, are sensitive to
changes in interest rates. The interest rate for the Company's revolving credit
facility is variable, while the Company's long-term debt and the interest
component of its operating leases is generally fixed. The Company manages its
interest rate risk by maintaining a combination of fixed and variable rate debt.
The Company believes its potential exposure to interest rate risk is not
material to the Company's financial position or the results of its operations.

The Company is exposed to foreign exchange risk through its joint venture
partnership in Mexico. The Company has not entered into any derivative financial
instruments to hedge this exposure, and believes its potential exposure is not
material to the Company's financial position or the results of its operations.


                                       20
<PAGE>




                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------



The Company is party to previously disclosed securities litigation in the United
States District Court for the Northern District of Ohio, Eastern Division and
the Cuyahoga County, Ohio Court of Common Pleas. On March 27, 2002, the United
States District Court for the Northern District of Ohio, Eastern Division,
granted the Company's motion to dismiss all claims against it and its officers
and directors in BERNARD FIDEL, ET AL VS. OFFICEMAX, INC., ET AL., Case No.
1:00CV2432 and the four related cases consolidated with the FIDEL case (i.e.,
Case Nos. 1:00CV2558, 1:00CV2562, 1:00CV2606, and 1:00CV2720). The court thereby
dismissed, in their entirety, these putative class action cases against the
Company and certain of its officers and directors. Plaintiffs have filed a
motion requesting the court to reconsider its dismissal of these cases. The
Company has filed a brief in opposition to plaintiffs' motion. As previously
disclosed, these lawsuits involve claims against the Company and certain of its
officers and directors for violations of the federal securities laws for
allegedly making false and misleading statements that served to artificially
inflate the value of the Company's stock and/or relating to the Company's
shareholder rights plan. There has been no change in the status of the remaining
previously disclosed securities cases (i.e., CORRAO, MILLER 3, and the
consolidated cases GREAT NECK CAPITAL APPRECIATION and CRANDON CAPITAL
PARTNERS), which were stayed.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------



(a)   Exhibits:               None

(b)   Reports on Form 8-K:    A Current Report on Form 8-K was filed on
                              March 7, 2002 regarding a meeting with vendors
                              and analysts on that day.



                                       21
<PAGE>



                                   SIGNATURES


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

                                    OFFICEMAX, INC.

Date:  June 11, 2002                By: /s/ Michael Killeen
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                                            Michael Killeen
                                            Senior Executive Vice President,
                                            Chief Financial Officer










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