Radioshack Corp – ‘10-Q’ for 6/30/01

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Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      30±   129K 

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

 FORM 10-Q

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

For the quarterly period ended June 30, 2001                    

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: 1-5571
------------------------

RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)

  Delaware                                            75-1047710
(State or other jurisdiction of                            (I.R.S. Employer     
incorporation or organization)                            Identification No.)   

100 Throckmorton Street, Suite 1800, Fort Worth, Texas          76102           
(Address of principal executive offices)                  (Zip Code)    

Registrant's telephone number, including area code: (817) 415-3700
------------------------

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 __                                  

The number of shares  outstanding of the issuer's Common Stock, $1 par value, on
July 31, 2001 was 183,085,826.                                                  
 Index to Exhibits is on Sequential Page No. 15. Total pages 26.

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS                                                   

                                                        [Enlarge/Download Table]
                     RADIOSHACK CORPORATION AND SUBSIDIARIES                                       
                  Consolidated Statements of Income (Unaudited)                                    


                                                      Three Months Ended       Six Months Ended    
                                                           June 30,               June 30,         
                                                     ---------------------   --------------------- 
(In millions, except per share amounts)                2001        2000        2001         2000   
--------------------------------------               ---------   ---------   ---------   --------- 
                                                                                                   
Net sales and operating revenues                     $ 1,039.5   $ 1,023.3   $ 2,179.0   $ 2,070.6 
Cost of products sold                                    527.1       489.7     1,120.1     1,021.0 
                                                     ---------   ---------   ---------   --------- 
Gross profit                                             512.4       533.6     1,058.9     1,049.6 
                                                     ---------   ---------   ---------   --------- 

Operating expenses (income):                                                                       
  Selling, general and administrative                    398.0       377.6       803.2       751.6 
  Depreciation and amortization                           27.5        26.2        55.2        51.9 
  Loss on sale of Computer City                           12.4          --        12.4          -- 
  Restricted stock awards                                   --          --          --        (1.0)
                                                     ---------   ---------   ---------   --------- 
Total operating expenses                                 437.9       403.8       870.8       802.5 
                                                     ---------   ---------   ---------   --------- 

Operating income                                          74.5       129.8       188.1       247.1 

  Interest income                                          4.2         4.2         8.6         8.8 
  Interest expense                                       (12.2)      (12.4)      (25.2)      (21.9)
  Provision for loss on Internet-related investment         --          --       (30.0)         -- 
                                                     ---------   ---------   ---------   --------- 

Income before income taxes                                66.5       121.6       141.5       234.0 
Provision for income taxes                                25.3        46.2        53.8        88.9 
                                                     ---------   ---------   ---------   --------- 

Net income                                                41.2        75.4        87.7       145.1 

Preferred dividends                                        1.2         1.3         2.5         2.7 
                                                     ---------   ---------   ---------   --------- 

Net income available to common shareholders          $    40.0   $    74.1   $    85.2   $   142.4 
                                                     =========   =========   =========   ========= 

Net income available per common share:                                                             

  Basic                                              $    0.22   $    0.40   $    0.46   $    0.76 
                                                     =========   =========   =========   ========= 

  Diluted                                            $    0.21   $    0.38   $    0.44   $    0.72 
                                                     =========   =========   =========   ========= 

Shares used in computing earnings per common share:                                                

  Basic                                                  185.9       187.0       186.3       188.0 
                                                     =========   =========   =========   ========= 

  Diluted                                                193.1       197.2       194.3       198.1 
                                                     =========   =========   =========   ========= 

Dividends declared per common share                  $   0.055   $   0.055   $   0.110   $   0.110 
                                                     =========   =========   =========   ========= 

The accompanying notes are an integral part of these consolidated financial statements.            

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                     RADIOSHACK CORPORATION AND SUBSIDIARIES                                      
                           Consolidated Balance Sheets                                            

                                                             June 30,    December 31,    June 30, 
                                                               2001         2000           2000   
(In millions, except for share amounts)                    (Unaudited)                 (Unaudited)
--------------------------------------                     -----------   -----------   -----------
                                                                                                  
Assets                                                                                            
Current assets:                                                                                   
 Cash and cash equivalents                                  $   336.1     $   130.7     $    85.9 
 Accounts and notes receivable, net                             294.6         464.7         231.5 
 Inventories, at lower of cost or market                        974.1       1,164.3       1,047.3 
 Other current assets                                            68.6          58.5          82.9 
                                                            ---------     ---------     --------- 

    Total current assets                                      1,673.4       1,818.2       1,447.6 

Property, plant and equipment, net                              461.3         456.8         451.6 
Other assets, net of accumulated amortization                   146.5         301.5         306.7 
                                                            ---------     ---------     --------- 
Total assets                                                $ 2,281.2     $ 2,576.5     $ 2,205.9 
                                                            =========     =========     ========= 

Liabilities and Stockholders' Equity                                                              
Current liabilities:                                                                              
  Short-term debt, including current maturities of                                                
   long-term debt                                           $    68.9     $   478.6     $   408.6 
  Accounts payable                                              183.5         234.8         225.9 
  Accrued expenses                                              252.9         330.1         238.0 
  Income taxes payable                                          116.9         188.9         143.0 
                                                            ---------     ---------     --------- 

    Total current liabilities                                   622.2       1,232.4       1,015.5 

Long-term debt, excluding current maturities                    595.5         302.9         317.1 
Other non-current liabilities                                    68.0          60.9          53.0 
                                                            ---------     ---------     --------- 

    Total liabilities                                         1,285.7       1,596.2       1,385.6 
                                                            ---------     ---------     --------- 

Minority interest in consolidated subsidiary                    100.0         100.0         100.0 

Common stock put options                                           --            --           4.0 

Stockholders' equity:                                                                             
Preferred stock, no par value, 1,000,000 shares authorized                                        
 Series A junior participating, 300,000 shares designated                                         
  and none issued                                                  --            --            -- 
 Series B convertible (TESOP), 100,000 shares authorized;                                         
  67,100, 68,800 and 71,200 shares issued, respectively          67.1          68.8          71.2 
 Common stock, $1 par value, 650,000,000 shares authorized;                                       
  236,033,000 shares issued                                     236.0         236.0         236.0 
 Additional paid-in capital                                     129.7         116.1         102.9 
 Retained earnings                                            1,723.2       1,661.5       1,470.1 
 Treasury stock, at cost; 52,090,000, 50,269,000 and                                              
  50,236,000 shares, respectively                            (1,252.4)     (1,189.6)     (1,147.0)
 Unearned deferred compensation                                  (7.5)        (11.5)        (16.0)
 Accumulated other comprehensive loss                            (0.6)         (1.0)         (0.9)
                                                            ---------     ---------     --------- 
    Total stockholders' equity                                  895.5         880.3         716.3 
Commitments and contingent liabilities                                                            
                                                            ---------     ---------     --------- 
Total liabilities and stockholders' equity                  $ 2,281.2     $ 2,576.5     $ 2,205.9 
                                                            =========     =========     ========= 

The accompanying notes are an integral part of these consolidated financial statements.           

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                     RADIOSHACK CORPORATION AND SUBSIDIARIES                           
                Consolidated Statements of Cash Flows (Unaudited)                      


                                                                  Six Months Ended     
                                                                      June 30,         
                                                                 -------------------   
(In millions)                                                      2001       2000     
------------                                                     --------   --------   
                                                                                       
Cash flows from operating activities:                                                  
Net income                                                       $   87.7   $  145.1   
 Adjustments to reconcile net income to net cash provided (used)                       
  by operating activities:                                                             
   Provision for loss on Internet-related investment                 30.0         --   
   Loss on sale of Computer City                                     12.4         --   
   Depreciation and amortization                                     55.2       51.9   
   Restricted stock awards                                             --       (1.0)  
   Other items                                                       18.1       14.0   
Changes in operating assets and liabilities:                                           
  Receivables                                                       152.7       70.1   
  Inventories                                                       190.2     (185.9)  
  Other current assets                                              (11.4)      (9.0)  
  Accounts payable, accrued expenses and income taxes              (196.0)     (96.0)  
                                                                 --------   --------   
Net cash provided (used) by operating activities                    338.9      (10.8)  
                                                                 --------   --------   

Investing activities:                                                                  
 Additions to property, plant and equipment                         (62.1)     (59.2)  
 Proceeds from sale of property, plant and equipment                  3.1        1.0   
 Proceeds from sale of minority interest in consolidated               --      100.0   
  subsidiary                                                                           
 Proceeds from sale of equity securities                               --       17.4   
 Proceeds from payment of CompUSA note                              123.6         --   
 Investment in securities                                              --      (30.0)  
 Other investing activities                                          (4.2)      (2.5)  
                                                                 --------   --------   
Net cash provided by investing activities                            60.4       26.7   
                                                                 --------   --------   

Financing activities:                                                                  
 Purchases of treasury stock                                        (87.6)    (311.1)  
 Exercise of common stock put options                                  --       (8.6)  
 Proceeds from sale of common stock put options                       0.3        0.5   
 Sales of treasury stock to employee stock plans                     28.6       27.8   
 Proceeds from exercise of stock options                              4.4        3.7   
 Dividends paid                                                     (22.1)     (22.6)  
 Changes in short-term borrowings, net                             (461.3)     222.6   
 Additions to long-term borrowings                                  346.4         --   
 Repayments of long-term borrowings                                  (2.6)      (6.9)  
                                                                 --------   --------   
Net cash used by financing activities                              (193.9)     (94.6)  
                                                                 --------   --------   

Increase (decrease) in cash and cash equivalents                    205.4      (78.7)  
Cash and cash equivalents, beginning of period                      130.7      164.6   
                                                                 --------   --------   
Cash and cash equivalents, end of period                         $  336.1   $   85.9   
                                                                 ========   ========   

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - PLAIN  ENGLISH  DISCLOSURE                                             
You  may notice that we changed  some of the text in the  notes,  as well as the
"management's  discussion"  section of this document. The substance is the same,
but we have made it more readable using the "plain English" guidelines issued by
the  Securities  and Exchange Commission.  We  hope  this  is  helpful  to  you.
Throughout  this  report, the terms  "our," "we,"  and  "us" refer to RadioShack
Corporation, including its subsidiaries.                                        

NOTE 2 - BASIS OF FINANCIAL STATEMENTS                                          
We prepared the  accompanying  unaudited  consolidated  financial  statements in
accordance with the  instructions to Form 10-Q and we did not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete  financial  statements.  In management's  opinion,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation are included.  However,  operating results for the six months ended
June 30, 2001 do not  necessarily  indicate the results you might expect for the
year ending  December 31, 2001. If you desire  further  information,  you should
refer to our consolidated  financial statements and management's  discussion and
analysis of financial  condition and results of operations  included in our 2000
Annual Report on Form 10-K for the year ended December 31, 2000.                

NOTE 3 - LOSS ON SALE OF COMPUTER CITY, INC.                                    
On August 31, 1998, we sold 100% of the outstanding common stock of our Computer
City,  Inc.  subsidiary to CompUSA Inc. for cash and an unsecured note of $136.0
million. On June 22, 2001 we received $123.6 million for the final settlement of
the purchase price and settlement of the $136.0 million note.  Thus, we incurred
an additional loss from the sale of Computer City, Inc. of $12.4 million, before
taxes.                                                                          

NOTE 4 - PROVISION FOR LOSS ON INTERNET-RELATED INVESTMENT                      
During  the  second  quarter  of 2000,  we made a $30.0  million  investment  in
Digital:Convergence  Corporation,  a privately-held Internet technology company.
In the first  quarter of 2001 we  believed  that our  investment  experienced  a
decline in value that, in our opinion, is other than temporary.  This belief was
due to the  uncertainty  surrounding  Digital:Convergence's  ability  to  secure
sufficient  additional  funding or to complete an initial  public  offering.  As
such, we recorded a loss provision equal to our initial investment.             

NOTE 5 - DEBT OFFERING                                                          
On May 11, 2001, we issued  $350.0  million of 10-year 7 3/8% notes in a private
offering to initial purchasers who offered the notes to qualified  institutional
buyers by relying upon SEC Rule 144A.  The interest  rate on the notes is 7.375%
per annum with interest payable on November 15 and May 15 of each year.  Payment
of interest on the notes  commences on November 15, 2001 and the notes mature on
May 15, 2011.  On August 3, 2001 we exchanged  substantially  all of these notes
for a similar amount of publicly registered notes through the use of an exchange
offer under an SEC form S-4 registration statement,  which became effective June
22, 2001. The net effect of this exchange is that no additional  debt was issued
on August 3, 2001 and substantially all of the notes are now registered with the
SEC.                                                                            

NOTE 6 - REVOLVING CREDIT FACILITY                                              
In the second quarter of 2001, we renewed our existing  $300.0  million  364-day
revolving  credit facility and also extended the maturity date to June 2002. The
terms of the 364-day  revolving credit facility remained similar to the previous
facility.  Our $300.0 million five-year  revolving credit facility maturing June
2003 did not change.  The revolving  credit  facilities  will support any future
commercial  paper borrowings and are otherwise  available for general  corporate
purposes.                                                                       

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NOTE 7 - BASIC AND DILUTED EARNINGS PER SHARE                                   
The following  schedule is a  reconciliation  of the numerators and denominators
used in computing our basic and diluted EPS  calculations  for the three and six
months ended June 30, 2001 and 2000, respectively. Basic EPS excludes the effect
of  potentially  dilutive  securities,  while diluted EPS reflects the potential
dilution that would have occurred if our securities or other  contracts to issue
common  stock were  exercised,  converted,  or resulted  in the  issuance of our
common stock that would have then shared in our earnings.                       

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                                                Three Months Ended                  Three Months Ended              
                                                  June 30, 2001                       June 30, 2000                 
                                        -------------------------------------  -------------------------------------
                                          Income        Shares      Per Share    Income        Shares      Per Share
(In millions, except per share amounts) (Numerator)  (Denominator)   Amount    (Numerator)  (Denominator)   Amount  
--------------------------------------  -----------   -----------   ---------  -----------   -----------   ---------
                                                                                                                    
Net income                               $    41.2                              $    75.4                           
Less: Preferred stock dividends               (1.2)                                  (1.3)                          
                                         ---------                              ---------                           

Basic EPS                                                                                                           
Net income available to common                                                                                      
 shareholders                                 40.0         185.9    $    0.22        74.1         187.0    $    0.40
                                                                    =========                              =========
Effect of dilutive securities:                                                                                      
Dividends on Series B preferred stock          1.2                                    1.3                           
Additional contribution required for TESOP                                                                          
 if preferred stock had been converted        (0.8)          5.8                     (0.8)          6.2             
Stock options                                                1.4                                    4.0             
                                         ---------     ---------                ---------     ---------             

Diluted EPS                                                                                                         
Net income available to common                                                                                      
 shareholders plus assumed conversions   $    40.4         193.1    $    0.21   $    74.6         197.2    $    0.38
                                         =========     =========    =========   =========     =========    =========

                                                  Six Months Ended                       Six Months Ended           
                                                   June 30, 2001                          June 30, 2000             
                                        -------------------------------------  -------------------------------------
                                          Income        Shares      Per Share    Income        Shares      Per Share
(In millions, except per share amounts) (Numerator)  (Denominator)   Amount    (Numerator)  (Denominator)   Amount  
--------------------------------------  -----------   -----------   ---------  -----------   -----------   ---------
Net income                               $    87.7                              $   145.1                           
Less: Preferred stock dividends               (2.5)                                  (2.7)                          
                                         ---------                              ---------                           

Basic EPS                                                                                                           
Net income available to common                                                                                      
 shareholders                                 85.2         186.3    $    0.46       142.4         188.0    $    0.76
                                                                    =========                              =========
Effect of dilutive securities:                                                                                      
Dividends on Series B preferred stock          2.5                                    2.7                           
Additional contribution required for TESOP                                                                          
 if preferred stock had been converted        (1.7)          5.9                     (1.7)          6.2             
Stock options                                                2.1                                    3.9             
                                         ---------     ---------                ---------     ---------             

Diluted EPS                                                                                                         
Net income available to common                                                                                      
 shareholders plus assumed conversions   $    86.0         194.3    $    0.44   $   143.4         198.1    $    0.72
                                         =========     =========    =========   =========     =========    =========

NOTE 8 - COMPREHENSIVE INCOME                                                   
Comprehensive income for the three months ended June 30, 2001 and 2000 was $41.8
million and $75.6 million,  respectively,  and comprehensive  income for the six
months  ended  June 30,  2001 and 2000 was $88.1  million  and  $145.0  million,
respectively.                                                                   

NOTE 9 - BUSINESS RESTRUCTURING                                                 
In 1996 and 1997, we initiated certain restructuring  programs in which a number
of our former McDuff,  Computer City and Incredible  Universe retail stores were
closed. We still have certain real estate  obligations  related to some of these
stores. At December 31, 2000, the balance in the restructuring reserve was $11.0
million and consisted of the remaining  estimated real estate  obligations to be
paid.  During the three and six months ended June 30, 2001, the charges incurred
from the  real  estate  obligations  approximated  the  payments  received  from
sublessees, leaving a balance in the reserve of $11.0 million at June 30, 2001. 

NOTE 10 - RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS                            
In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities"  ("SFAS 133"),
which establishes accounting and reporting standards for derivative instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities. We use derivatives only in limited circumstances. We adopted
SFAS 133  effective  January 1, 2001 and the impact was not material at June 30,
2001.                                                                           

NOTE 11 - SUBSEQUENT EVENT                                                      
In November 1999, we formed a limited liability company,  RadioShack.com LLC. In
January 2000, Microsoft  Corporation  contributed $100.0 million for 100% of the
preferred  units  in  this  company.  On  July  6,  2001,  we  purchased  all of
Microsoft's  preferred units in  RadioShack.com  LLC for $88.0 million,  thereby
eliminating the minority interest in  RadioShack.com  LLC.                      

On August 2, 2001 we entered into several  interest rate swap  agreements  which
effectively  swapped fixed rate interest  payments for short-term  floating rate
payments.  The notional amount of debt affected by these transactions was $150.0
million.  These fixed rate instruments have interest rates between 6.8% and 7.2%
and maturities ranging from 2004 to 2007.                                       

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND     
FINANCIAL CONDITION ("MD&A")                                

FACTORS THAT MAY AFFECT FUTURE RESULTS                                          
Matters discussed in MD&A include forward-looking  statements within the meaning
of the federal securities laws. This includes statements concerning management's
plans and  objectives  relating to our  operations or economic  performance  and
related assumptions.  Forward-looking  statements are made based on management's
expectations  and beliefs  concerning  future events and,  therefore,  involve a
number of risks and  uncertainties.  Management  cautions  that  forward-looking
statements are not guarantees  and actual results could differ  materially  from
those expressed or implied in the forward-looking statements.  Important factors
that could cause our actual  results of  operations  or  financial  condition to
differ include, but are not necessarily limited to:                             

o   changes in the amount and degree of promotional intensity exerted by current
    competitors  and  potential  new  competition  from  both  retail stores and
   alternative  methods  or  channels  of  distribution,  such  as e-commerce,
telephone shopping services and mail order;                             
o   the inability  to  successfully execute our strategic initiatives, including
    the  development  of  our new strategic business units ("SBUs") and emerging
    sales  channels,  as  well  as  new alliances which may be formed with other
retailers and third party service providers;                            
o   changes in general U.S. or regional U.S. economic conditions, including, but
    not limited to,  consumer  credit  availability,  interest rates, inflation,
    consumer  spending  levels  and  consumer  confidence  about  the economy in
general;                                                                
o   the  presence or absence of new services or products and product features in
    the  merchandise  categories  we  sell  and unexpected changes in our actual
merchandise sales mix;                                                  
o   the  inability  to  maintain  profitable contracts or execute business plans
    with  providers  of  third party branded products and with service providers
    relating  to  cellular  and PCS telephones, direct-to-home ("DTH") satellite
programming, Internet access and high-speed bandwidth;                  
o   the  inability to collect the level of anticipated residual income, consumer
    acquisition  fees  and rebates for products and third party services offered
by us;                                                                  
o   the inability to successfully implement and execute our strategic alliances,
   including  those  with  Microsoft,  Verizon  Wireless,  Excite@Home  and/or
Blockbuster;                                                            
o   the lack of availability or access to sources of supply inventory;          
o   the  inability  to retain and grow an effective management team in a dynamic
    environment  or changes in the cost or availability of a suitable work force
to manage and support our service-driven operating strategies;          
o   the  imposition  of  new  restrictions  or regulations regarding the sale of
    products  and/or  services  we  sell or changes in tax rules and regulations
applicable to us;                                                       
o   the  adoption  rate  and  market  demand  for  high-speed Internet and other
Internet-related  services;  or                                         
o   the  occurrence  of  severe  weather  events  which  prohibit consumers from
    travelling  to  our  retail  locations, especially during the peak Christmas
season.                                                                 

RESULTS OF OPERATIONS                                                           

Net Sales and Operating Revenues                                                

Sales  increased  to  $1,039.5  million  for the  quarter  ended June 30,  2001,
compared to $1,023.3 million in the corresponding prior year period. For the six
months  ended June 30,  2001,  our  overall  sales  increased  5.2% to  $2,179.0
million,  compared to $2,070.6  million for the same period in 2000.  Comparable
store sales  increased  1.5% for the second  quarter and 4.5% for the  six-month
period ended June 30, 2001, respectively, when compared to the prior year second
quarter  and  six-month  periods.  Our  sales  increases  for both the three and
six-month  periods were driven  primarily by increased  sales of wireless phones
and by parts,  accessories and specialty  equipment,  as well as residual income
relating to our  wireless  service  providers.  For the  six-month  period,  DTH
satellite systems and services also contributed to the six-month sales increase.
Looking  forward  to the  second  half of 2001,  we  expect  sales to be flat to
slightly up, reflecting the continuation of difficult retail sales trends.      

Sales of  communications  products  increased almost 11% during the three months
and  approximately  8% during the six months ended June 30, 2001,  respectively,
when compared to the same periods in the prior year. This sales increase was due
primarily to increases in both unit and dollar sales of cellular telephones.  We
expect  sales of wireless  phones to  continue  to increase  for the fiscal year
2001, though to a lesser extent than last year.                                 

Sales in the parts,  accessories  and  specialty  equipment  category  increased
approximately  3% and 5% during the three and  six-month  periods ended June 30,
2001,  respectively,  when compared to the same periods in the prior year. These
increases resulted  primarily from the sale of specialty  batteries and computer
accessories.                                                                    

Sales in the audio and video  category  decreased  approximately  3% during  the
three months ended June 30, 2001,  but  increased 6% during the six months ended
June 30,  2001,  when  compared  to the same  periods  in the prior  year.  This
decrease  during the second  quarter of 2001 was  primarily the result of strong
sales in the  second  quarter  of 2000,  due to the  launch  of the RCA  Digital
Entertainment Center at RadioShack.                                             

Sales  within  the  personal   computers  and  peripherals   category  decreased
approximately  26% during the three months ended June 30, 2001,  while remaining
relatively  flat for the six months  ended June 30, 2001,  when  compared to the
corresponding  periods in the prior year. The average  selling price of personal
computers  decreased  approximately  15% and 10% during the three and six months
ended June 30, 2001,  respectively,  when compared to 2000.  Increased  sales of
handheld  pocket PCs,  Internet  devices and  monitors  were offset by decreased
sales of desktop  personal  computers,  printers  and laptops for the  six-month
period.                                                                         

Sales in the personal electronics category decreased approximately 8% and 4% for
the three and six months ended June 30, 2001, respectively, when compared to the
same  periods in the prior year,  primarily  as a result of  decreased  sales of
electronic gift items.                                                          

Sales in the services and other  category,  which includes  residuals and income
from prepaid wireless airtime,  repair services and extended service  contracts,
increased 8% and 7% during the three and six month periods,  respectively,  when
compared to the  corresponding  periods of 2000.  During the second  quarter and
first six months of 2001, the increase in residual  income was partially  offset
by a decrease in sales of prepaid wireless airtime.                             

                                                        [Enlarge/Download Table]
RadioShack Retail Outlets                                                                  

                                June 30,   March 31,  December 31,  September 30,  June 30,
                                  2001       2001        2000          2000          2000  
                                ---------  ---------   ---------     ---------     --------
                                                                                           
Company-owned                       5,105      5,099       5,109         5,082        5,060
Cool Things @ Blockbuster              96         --          --            --           --
Dealer/Franchise                    2,079      2,067       2,090         2,092        2,073
                                ---------   --------   ---------     ---------     --------
Total number of retail outlets      7,280      7,166       7,199         7,174        7,133
                                =========   ========   =========     =========     ========

Gross Profit                                                                    

During the second quarter of 2001, gross profit dollars decreased 4.0% to $512.4
million and 2.8 percentage points to 49.3% of net sales and operating  revenues,
when compared to the second  quarter of 2000.  For the six months ended June 30,
2001, gross profit dollars increased slightly to $1,058.9 million, but decreased
2.1 percentage points to 48.6% of net sales and operating  revenues,  versus the
corresponding period in 2000. These gross profit percentage point decreases were
attributable  to inventory  markdowns of slower moving  products,  as well as to
promotional  markdowns taken on personal computers.  In addition, we experienced
some margin erosion, as wireless communication sales became a larger part of our
total sales. Wireless phones have a lower gross margin than the company average.
We also  experienced  a shift  in our  wireless  sales  mix from  TDMA  cellular
technology to lower gross margin CDMA cellular technology.  These decreases were
partially offset by an increase in residual income, which has 100% gross margin,
as well  as by an  increase  in the  gross  profit  percentage  for  the  parts,
accessories and specialty equipment category. We anticipate that gross profit as
a percentage of net sales and operating revenues will continue to decrease,  but
at a lesser rate during the  remainder of 2001,  when compared to the same prior
year periods.                                                                   

Selling, General and Administrative Expense                                     

Our SG&A expense  increased  5.4% or $20.4 million and 6.9% or $51.6 million for
the quarter and six months ended June 30, 2001,  respectively,  when compared to
the same periods in the prior year. This represents 1.4 and 0.6 percentage point
increases to 38.3% and 36.9% of net sales and operating revenues for the quarter
and six months  ended June 30,  2001,  respectively,  when  compared to the same
periods the prior year. This increase in percentage  points was primarily due to
lost leverage from less than anticipated sales.                                 

For both the three and six months ended June 30, 2001, our  advertising  expense
increased in dollars and as a percentage  of net sales and  operating  revenues,
when  compared  to the same  periods  the  prior  year.  This  increase  related
primarily  to a continued  shift from print to  broadcast  media.  Rent  expense
increased  in dollars and as a percent of sales and  operating  revenues for the
three and six months ended June 30, 2001,  when  compared to the same periods in
the prior  year.  These  increases  were due to both lease  renewals at slightly
higher rates and an increase in the average size of our new stores.  Our payroll
expense  decreased in dollars and as a percent of sales and  operating  revenues
for the quarter ended June 30, 2001,  when compared to the same period the prior
year.  However,  our payroll expense  increased in dollars while decreasing as a
percent of sales and operating  revenues for the six months ended June 30, 2001,
in comparison to the same period the prior year.  Payroll  expense  increased in
dollars  during the six month  period  ended June 30,  2001 due to retail  store
expansion and increases in commissions,  bonuses and other incentives  resulting
from  overall  increases  in  comparable  store  sales and  profits.  Management
anticipates  that RadioShack  will maintain  slight leverage  improvement in its
major  expense  categories  for the  remainder of 2001,  dependent  upon planned
continuous sales growth.                                                        

Net Interest Expense                                                            

Interest  expense,  net of interest  income,  for the three and six months ended
June 30, 2001 was $8.0  million  and $16.6  million,  respectively,  versus $8.2
million and $13.1 million for the  comparable  three and six months in 2000. The
increase in interest  expense for the six months  ended June 30, 2001 was higher
than in the prior year due to higher average debt  outstanding  during the first
four  months of 2001,  compared  to the  first  four  months of 2000.  We expect
interest  expense,  net of interest income,  to increase during the remainder of
2001, when compared to the prior year.  This expected  increase is due primarily
to the pay-off of the CompUSA note receivable on June 22, 2001, which eliminated
the associated interest income.                                                 

Provision for Income Taxes                                                      

Provision for income taxes for each quarterly period is based on the estimate of
the annual  effective tax rate for the year,  which we evaluate  quarterly.  The
effective tax rate for the second quarters of both 2001 and 2000 was 38.0%.     

FINANCIAL CONDITION                                                             

Cash flow provided by operating  activities  approximated  $338.9 million in the
six month period  ended June 30,  2001,  compared to cash flow used by operating
activities of $10.8 million in the prior year.  This $349.7 million  increase in
operating cash flow was primarily  attributable  to reductions of $190.2 million
in  inventory  and $152.7  million in accounts  receivable  during the six month
period ended June 30, 2001.  These decreases were partially offset by reductions
in accounts payable,  accrued expenses and income taxes payable during the first
six months of 2001.                                                             

Inventory at June 30, 2001 decreased  $190.2 million or 16.3% since December 31,
2000 and also decreased $73.2 million or 7.0% since June 30, 2000. The decreases
since  December  31,  2000 and  June 30,  2000  were  primarily  due to sales of
satellite systems,  wireless telephones and desktop personal computers,  as well
as improved inventory management.                                               

At June 30, 2001,  accounts  receivable  had decreased  $170.1  million or 36.6%
since  December  31, 2000 and  increased  $63.1  million or 27.3% since June 30,
2000. The decrease since year-end was primarily due to seasonal fluctuations, as
well as the  collection  of accounts  receivable  outstanding  at year-end.  The
increase since June 30, 2000 related  primarily to increased  vendor and service
provider receivables  resulting from increased sales of wireless  communications
and services, DTH satellite systems and services, and long distance service.    

Cash provided by our investing  activities  was $60.4 million for the six months
ended June 30, 2001,  compared to $26.7 million  provided in the previous  year.
During the second  quarter of 2001,  we  received  $123.6  million for the final
settlement of the CompUSA note.  Investing  activities  for the six months ended
June 30, 2001 included capital  expenditures  totaling $62.1 million,  primarily
for retail  remodels and expansion and for upgrades of information  systems.  We
anticipate that capital expenditure  requirements will approximate $55.0 million
to $65.0  million for the  remainder of 2001,  primarily  to support  RadioShack
store  refurbishments  and  expansion,  as well as new and enhanced  information
systems.                                                                        

Cash used by  financing  activities  for the six months  ended June 30, 2001 was
$193.9  million,  compared to $94.6  million in the previous  year. We purchased
$87.6 million of treasury stock for the six months ended June 30, 2001, compared
to $311.1  million  during the same period of 2000.  On May 11, 2001,  we issued
$350.0  million  of  10-year  7 3/8%  notes in a  private  offering  to  initial
purchasers  who offered the notes to qualified  institutional  buyers by relying
upon SEC Rule  144A.  The  interest  rate on the notes is 7.375%  per annum with
interest payable on November 15 and May 15 of each year.  Payment of interest on
the notes  commences  on November 15, 2001 and the notes mature on May 15, 2011.
On August 3, 2001 we  exchanged  substantially  all of these notes for a similar
amount of publicly  registered  notes through the use of an exchange offer under
an SEC form S-4  registration  statement,  which became effective June 22, 2001.
The net effect of this exchange is that no additional  debt was issued on August
3, 2001 and  substantially all of the notes are now registered with the SEC. The
net decrease in short-term debt of $461.3 million for the six-month period ended
June 30, 2001 was due to the  repayment of short-term  debt with funds  received
from the 10-year notes issued.                                                  

During the second  quarter of 2001,  we  repurchased  1.7 million  shares of our
common  stock  for  $49.5  million.  This  brought  the  total  number of shares
repurchased since the inception of our 10.0 million-share  repurchase program to
2.1 million shares  totaling $65.7 million at June 30, 2001. In connection  with
the share repurchase  program,  our Board of Directors has authorized us to sell
up to 4.6 million put options on our common stock,  supplemented  through equity
forwards,  with an expiration date no later than December 31, 2002. We have sold
approximately  1.5 million put options  since the  inception of this program and
approximately 0.1 million put options remained  outstanding at June 30, 2001. We
may continue to execute share repurchases,  put options and equity forwards from
time to time in order to take  advantage of attractive  share price  levels,  as
determined by management.  The timing and terms of the  transactions,  including
maturities, depend on market conditions, our liquidity and other considerations.

Total debt as a percentage of total  capitalization  was 42.6% at June 30, 2001,
compared to 47.0% at December 31, 2000 and 50.3% at June 30, 2000.  Our decrease
in the debt-to-capitalization  ratio since December 2000 resulted primarily from
a  reduction  in our debt due to  decreases  in both  inventories  and  accounts
receivable.  Long-term debt as a percentage of total capitalization was 38.2% at
June 30,  2001,  compared  to 18.2% at  December  31, 2000 and 22.0% at June 30,
2000.  This increase was due to the issuance of $350.0 million of 10-year 7 3/8%
notes due May 15, 2011.                                                         

In the second quarter of 2001, we renewed our existing  $300.0  million  364-day
revolving  credit facility and also extended the maturity date to June 2002. The
terms of the 364-day  revolving credit facility remained similar to the previous
facility.  We also have a $300.0 million  five-year  revolving  credit  facility
maturing June 2003.  The  revolving  credit  facilities  will support any future
commercial  paper borrowings and are otherwise  available for general  corporate
purposes.  We believe  that our present  borrowing  capacity is greater than our
established credit lines and long-term debt in place.                           

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RECENT EVENTS                                                                   

In November 1999, we formed a limited liability company,  RadioShack.com LLC. In
January 2000, Microsoft  Corporation  contributed $100.0 million for 100% of the
issued  preferred  units in this  company.  On July 6, 2001, we purchased all of
Microsoft's  preferred units in  RadioShack.com  LLC for $88.0 million,  thereby
eliminating the minority interest in  RadioShack.com  LLC.                      

On July 25, 2001 we announced that we intend to pay cash dividends on an annual,
instead of quarterly,  basis beginning in 2002.  Dividends  declared in 2002 and
after,  at the  discretion of our Board of  Directors,  will be paid annually in
December.                                                                       

NEW ACCOUNTING PRONOUNCEMENTS                                                   

The  Financial  Accounting  Standards  Board  issued  SFAS  No.  141,  "Business
Combinations"  ("SFAS  141") in July  2001,  which  establishes  accounting  and
reporting  standards for all business  combinations.  SFAS 141 becomes effective
for all business combinations initiated after June 30, 2001. We adopted SFAS 141
effective July 1, 2001.                                                         

The Financial  Accounting  Standards Board issued SFAS No. 142,  "Accounting for
Goodwill  and  Other  Intangible  Assets"  ("SFAS  142")  in  July  2001,  which
establishes accounting and reporting standards for goodwill and other intangible
assets.  SFAS 142 becomes  effective  for all fiscal  quarters  of fiscal  years
beginning after December 15, 2001.  Among other things,  SFAS 142 eliminates the
amortization  of  goodwill,  but  requires  an  annual  review  of the  possible
impairment of goodwill.  We will adopt SFAS 142 effective  January 1, 2002.  Our
current goodwill  amortization is approximately $2.5 million on an annual basis.
At June 30,  2001 we had $49.3  million of  goodwill  related  primarily  to the
acquisition of AmeriLink in July 1999.                                          

ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.           

At June 30, 2001, we did not have any  derivative  instruments  that  materially
increased  our  exposure to market risks for interest  rates,  foreign  currency
rates,  commodity prices or other market price risks. In addition, we do not use
derivatives for speculative purposes.                                           

Our exposure to market risks results from changes in short-term  interest rates.
Interest  rate  risk  exists   principally   with  respect  to  $150.0   million
indebtedness,  which, because of the interest rate swaps discussed in Note 11 of
the financial  statements,  effectively  bears  interest at short-term  floating
rates. In the future, an unfavorable  change of 100 basis points in the interest
rate applicable to this  floating-rate  indebtedness  could result in additional
interest  expense of $0.4  million for a  three-month  period.  This  assumption
assumes no change in the principal or the incurring of additional indebtedness. 

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 PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.                                                      

We  have  various  pending  claims,  lawsuits,   disputes  with  third  parties,
investigations  and  actions  incident to the  operation  of our  business.  The
liability,  if any,  associated with these matters was not  determinable at June
30, 2001.  Although  occasional adverse settlements or resolutions may occur and
negatively impact our earnings in the year of settlement, it is our opinion that
their  ultimate  resolution  will not have a  materially  adverse  effect on our
financial position.                                                             

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                   

a)      RadioShack held its Annual Meeting of Stockholders on May 17, 2001.     

b)  (1) RadioShack elected directors to serve  for the  ensuing year. Out of the
        191,509,151 eligible votes,  158,679,050  votes were cast at the meeting
        either  by  proxies  solicited  in  accordance with Regulation 14A or by
        security  holders  voting  in  person. There were 26,637,613 broker non-
        votes.  In  the  case  of  directors,  abstentions  are treated as votes
        withheld and  are included in the table.  The tabulation of votes of the
   matters submitted to a vote of security holders is set forth below:

                      VOTES            VOTES
NAME OF DIRECTOR                 FOR            WITHHELD        
-------------------------    -------------    -------------     

Frank J. Belatti              155,948,137       2,730,913       
Ronald E. Elmquist            155,943,646       2,735,404       
Lawrence V. Jackson           151,363,087       7,315,963       
Robert J. Kamerschen          156,072,724       2,606,326       
Lewis F. Kornfeld, Jr.        153,513,677       5,165,373       
Jack L. Messman               151,814,930       6,864,120       
William G. Morton, Jr.        156,472,867       2,206,183       
Thomas G. Plaskett            155,338,965       3,340,085       
Leonard H. Roberts            156,459,812       2,219,238       
Alfred J. Stein               156,461,868       2,217,182       
William E. Tucker             156,009,210       2,669,840       
Edwina D. Woodbury            155,986,597       2,692,453       

    (2) The  stockholders  voted  to  approve  the  adoption  of the  RadioShack
Corporation 2001 Incentive Stock Plan:                          

FOR             AGAINST          ABSTAIN          
-------           -------          -------            
99,565,556        57,447,730       1,665,764            

ITEM 5.  OTHER INFORMATION                                                      

On May 17, 2001, we announced  the  appointment  of Richard J.  Hernandez to our
Board of  Directors.  Mr.  Hernandez  is currently  President  of the  Corporate
Solutions Group for McKesson HBOC.                                              

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

a) Exhibits Required by Item 601 of Regulation S-K.               

          A  list  of  the  exhibits required  by Item 601 of Regulation S-K and
          filed as part of this report  is set forth in the Index to Exhibits on
page 15, which immediately precedes such exhibits.          

b) Reports on Form 8-K.                                           

          On May 4, 2001, we announced a proposed note offering of approximately
$300.0 million.  The Form 8-K was filed on May 4, 2001.     

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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.                                         

                                                    RadioShack Corporation
                                                (Registrant)

Date:  August 13, 2001                         By   /s/  Richard L. Ramsey      
                                                   -----------------------------
                                                 Richard L. Ramsey
                                                   Vice President and Controller
                                                    (Authorized Officer)

Date:  August 13, 2001                              /s/   Michael D. Newman     
                                                   -----------------------------
                                                     Michael D. Newman
                                                 Senior Vice President and
                                                 Chief Financial Officer
                                                   (Principal Financial Officer)

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RADIOSHACK CORPORATION
 INDEX TO EXHIBITS

Exhibit                                                                         
Number         Description                                                      

3a             Restated  Certificate of Incorporation of  RadioShack Corporation
               dated July 26, 1999 (filed as Exhibit  3a(i) to RadioShack's Form
               10-Q filed on  August 11, 1999 for the  fiscal quarter ended June
30, 1999 and incorporated herein by reference).   

3a(i)          Certificate of Amendment of Restated Certificate of Incorporation
               dated  May 18, 2000.  (Filed as Exhibit  3a to  RadioShack's Form
               10-Q filed on  August 11, 2000 for the fiscal  quarter ended June
30, 2000.)                                        

3b             RadioShack Corporation Bylaws Amended and Restated as of July 22,
           2000. (Filed as Exhibit 3b to RadioShack's Form 10-Q filed on
          August 11, 2000 for the fiscal quarter ended June 30, 2000.)

10a*           Third Amendment to Revolving Credit Agreement (Facility A) dated 
           as of June 12, 2001 among RadioShack Corporation, the Lenders
            listed therein, the Bank of America, N.A., as Agent, Citibank,
             N.A.and Fleet National Bank, as Co-Syndication Agents, The Bank
            of New York and First Union National Bank, as Co-Documentation
          Agents, amending the Revolving Credit Agreement (Facility A)
            dated as of June 25, 1998 (filed as Exhibit 4n to RadioShack's
Form 10Q filed on August 13, 1998).               

11*            Statement of Computation of Ratios of Earnings to Fixed Charges. 

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

* filed with this report                                                        

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                                                                     EXHIBIT 10a

THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT
(FACILITY A)

THIS THIRD  AMENDMENT TO REVOLVING  CREDIT  AGREEMENT  (Facility A) (this "Third
Amendment"),  dated as of June 12, 2001 (but effective as of June 21, 2001),  is
entered into among RADIOSHACK CORPORATION (formerly known as Tandy Corporation),
a Delaware  corporation  (the  "Company"),  the Lenders  listed on the signature
pages  hereof (the  "Lenders"),  CITIBANK,  N.A.  and FLEET  NATIONAL  BANK,  as
Co-Syndication  Agents for the Lenders (in such  capacity,  the  "Co-Syndication
Agents"),  THE BANK OF NEW YORK and FIRST UNION NATIONAL BANK, as  Documentation
Agents for the Lenders (in such capacity, the "Documentation  Agents"), and BANK
OF AMERICA, N.A. (formerly known as NationsBank, N.A.), as Agent for the Lenders
(in such capacity, the "Agent").                                                

  BACKGROUND
A.  The  Company,  certain  of  the  Lenders,  the  Co-Syndication  Agents,  the
Documentation Agents, and the Agent are parties to that certain Revolving Credit
Agreement  (Facility  A), dated as of June 25, 1998,  as amended by that certain
First Amendment to Revolving Credit Agreement (Facility A), dated as of June 24,
1999, and that certain Second Amendment to Credit Agreement  (Facility A), dated
as of June 22, 2000 (said Revolving Credit  Agreement  (Facility A), as amended,
the  "Credit  Agreement";  the terms  defined  in the Credit  Agreement  and not
otherwise  defined  herein  shall  be  used  herein  as  defined  in the  Credit
Agreement).                                                                     

B. The Company, the Lenders, the Co-Syndication Agents, the Documentation Agents
and the Agent desire to (i) make  certain  amendments  to the Credit  Agreement,
(ii) add The Huntington National Bank as a new Lender ("Huntington"),  and (iii)
remove SunTrust Bank ("SunTrust") as a Lender.                                  

NOW,  THEREFORE,  in consideration  of the covenants,  conditions and agreements
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and  adequacy of which are all hereby  acknowledged,  the  Company,  the
Lenders,  the  Co-Syndication  Agents,  the  Documentation  Agents and the Agent
covenant and agree as follows:                                                  

1.   AMENDMENTS TO CREDIT AGREEMENT.                                            
------------------------------                                        

(a) The definition of "Applicable Margin" set forth in Section 1.1 of the Credit
Agreement is hereby amended to read as follows:                                 

"Applicable Margin" means, on any date, with respect to Eurodollar Loans or Base
Rate  Loans,  as the case may be, the  applicable  spreads set forth below based
upon the ratings applicable on such date to the Company's Index Debt.           

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                                             Eurodollar Loan    Base Rate Loan
                                             Spread             Spread

Category 1                                 0.215%               0%
----------                                                        
A or higher by S & P; or                                          
A2 or higher by Moody's                                           

Category 2                                 0.330%               0%
----------                                                        
A- by S & P; or                                                   
A3 by Moody's                                                     

Category 3                                 0.410%               0%
----------                                                        
BBB+ by S & P; or                                                 
Baa1 by Moody's                                                   

Category 4                                 0.515%               0%
----------                                                        
BBB by S & P; or                                                  
Baa2 by Moody's                                                   

Category 5                                 0.600%               0%
----------                                                        
BBB- by S & P; or                                                 
Baa3 by Moody's                                                   

For  purposes  of the  foregoing,  (a) if neither  Moody's nor S&P shall have in
effect a rating for Index Debt, then both such rating agencies will be deemed to
have  established  ratings  for  Index  Debt in  Category  5; (b) if only one of
Moody's  and S&P shall have in effect a rating for Index  Debt,  the Company and
the Lenders will  negotiate in good faith to agree upon another rating agency to
be  substituted  by an amendment to this  Agreement  for the rating agency which
shall  not have a rating  in  effect,  and  pending  the  effectiveness  of such
amendment the Applicable Margin will be determined by reference to the available
rating;  (c) if the rating  established  or deemed to have been  established  by
Moody's and S&P shall fall within different  Categories,  the Applicable  Margin
shall  be  determined  by  reference  to the  superior  (or  numerically  lower)
Category;  provided,  however,  if the difference in the ratings  established by
Moody's and S&P shall be more than two Categories,  the Applicable  Margin shall
be  determined  by  reference to the  Category  which is one Category  below the
superior (or numerically  lower) Category;  and (d) if any rating established or
deemed to have been  established  by Moody's or S&P shall be changed (other than
as a result of a change in the rating  system of either  Moody's  or S&P),  such
change shall be effective as of the date on which such change is first announced
by the rating agency making such change.  Each change in the  Applicable  Margin
shall apply to all Eurodollar  Loans that are outstanding at any time during the
period  commencing on the  effective  date of such change and ending on the date
immediately  preceding the effective date of the next such change. If the rating
system of either  Moody's or S&P shall change prior to the  Maturity  Date,  the
Company and the Lenders shall negotiate in good faith to amend the references to
specific  ratings in this  definition to reflect such changed rating system.  In
addition, the Applicable Margin for Eurodollar Loans or Base Rate Loans shall be
increased above the per annum  percentages set forth above by (a) 0.050% on each
Utilization  Premium Date occurring when the Applicable  Margin is determined by
reference to Category 1, (b) 0.100% on each  Utilization  Premium Date occurring
when the  Applicable  Margin is  determined  by  reference to Category 2 and (c)
0.125% on each Utilization Premium Date when the Applicable Margin is determined
by reference to Category 3, 4 or 5.                                             

(b) The definition of "Applicable  Fee  Percentage"  set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:                      

"Applicable  Fee Percentage"  means, on any date, the applicable  percentage set
forth  below  based upon the ratings  applicable  on such date to the  Company's
senior, unsecured, non-credit-enhanced long term indebtedness for borrowed money
("Index Debt"):                                                                 

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                                         Applicable Fee Percentage

Category 1                                        0.060%          
----------                                                        
A or higher by S & P; and                                         
A2 or higher by Moody's                                           

Category 2                                        0.070%          
----------                                                        
A- by S & P; and                                                  
A3 by Moody's                                                     

Category 3                                        0.090%          
----------                                                        
BBB+ S & P; and                                                   
Baa1 by Moody's                                                   

Category 4                                        0.110%          
----------                                                        
BBB by S & P; and                                                 
Baa2 by Moody's                                                   

Category 5                                        0.150%          
----------                                                        
BBB- or lower by S & P; or                                        
Baa3 or lower by Moody's                                          

For  purposes  of the  foregoing,  (a) if neither  Moody's nor S&P shall have in
effect a rating for Index Debt, then both such rating agencies will be deemed to
have  established  ratings  for  Index  Debt in  Category  5; (b) if only one of
Moody's  and S&P shall have in effect a rating for Index  Debt,  the Company and
the Lenders will  negotiate in good faith to agree upon another rating agency to
be  substituted  by an amendment to this  Agreement  for the rating agency which
shall  not have a rating  in  effect,  and  pending  the  effectiveness  of such
amendment the Applicable  Fee Percentage  will be determined by reference to the
available  rating;  (c) if the  ratings  established  or  deemed  to  have  been
established  by Moody's  and S&P shall fall  within  different  Categories,  the
Applicable Fee  Percentage  shall be determined by reference to the superior (or
numerically lower) Category; provided, however, if the difference in the ratings
established by Moody's and S&P shall be more than two Categories, the Applicable
Fee  Percentage  shall be determined  by reference to the Category  which is one
Category  below the superior (or  numerically  lower)  Category;  and (d) if any
rating established or deemed to have been established by Moody's or S&P shall be
changed  (other  than as a result  of a change  in the  rating  system of either
Moody's or S&P),  such change  shall be  effective  as of the date on which such
change is first  announced by the rating agency making such change.  Each change
in the Applicable Fee Percentage shall apply during the period commencing on the
effective date of such change and ending on the date  immediately  preceding the
effective  date of the next such change.  If the rating system of either Moody's
or S&P shall  change  prior to the  Maturity  Date,  the Company and the Lenders
shall  negotiate in good faith to amend the  references  to specific  ratings in
this definition to reflect such changed rating system.                          

(c) The  definition  of  "Co-Agent"  is hereby  deleted  from Section 1.1 of the
Credit Agreement.                                                               

(d) The definition of  "Co-Syndication Agent"  is hereby added to Section 1.1 of
the Credit Agreement to read as follows:                                        

   "Co-Syndication Agent" means, collectively, Citibank, N.A. and Fleet National
Bank, and any successors thereto.                                       

(e) The definition of "Designating Lender" is hereby added to Section 1.1 of the
Credit Agreement to read as follows:                                            

"Designating Lender" has the meaning specified in Section 9.16.           

(f) The  definition  of  "Documentation Agent" is hereby added to Section 1.1 of
the Credit Agreement to read as follows:                                        

"Documentation Agent" means, collectively, The Bank of New York and First 
Union National Bank, and any successors thereto.                        

(g) The definition of "Managing Agent" is hereby deleted from Section 1.1 of the
Credit Agreement.                                                               

(h) The  definition  of  "Maturity Date"  set forth in Section 1.1 of the Credit
Agreement is hereby amended to read as follows:                                 

"Maturity Date" means June 19, 2002, or the earlier of termination of the 
Commitments pursuant to Section 7.1.                                    

(i) Section 1.1 of the Credit Agreement is hereby amended by adding the  defined
term "Consolidated EBITDAR" thereto in proper alphabetical order as follows:    

"Consolidated EBITDAR" means, for any period, for the Company and its     
Subsidiaries, calculated on a consolidated basis, the sum of (a)        
  Consolidated EBITDA for such period, plus (b) lease and rental expense for
such period.                                                            

(j) Section1.1 of the Credit Agreement is hereby amended by adding the defined  
term "Fixed Charge Coverage Ratio" thereto in proper alphabetical order as      
follows:                                                                        

"Fixed Charge Coverage Ratio" means, as of any date of determination, the 
ratio of (a) Consolidated EBITDAR for the period of four fiscal quarters
ending on such date to (b) the sum of (i) interest expense (including   
interest expense in respect of Capital Leases) of the Company and its   
   Subsidiaries on a consolidated basis for the period of four fiscal quarters
    ending on such date and (ii) lease and rental expense of the Company and its
Subsidiaries for the four fiscal quarters ending on such date.          

(k) Section 1.1 of the Credit Agreement is hereby amended by adding the defined 
term "SPV" thereto in proper alphabetical order to read as follows:             

"SPV" has the meaning specified in Section 9.16.                          

(l) Section 5.5(c) of the Credit Agreement is hereby amended to read as follows:

  "(c) Officer's Certificate. Together with the financial statements furnished
    by the Company under the preceding clauses (a) and (b), a certificate of the
Company's Chief Financial Officer, Vice President and Treasurer or Vice 
    President and Controller dated the date of such annual  audit report or such
quarterly financial statement, as the case may be, to the effect that no
  Event of Default or Default, has occurred or is continuing, or if there is
    such event, describing it and the steps, if any, being taken to cure it, and
  containing a calculation, in form and substance satisfactory to the Agent,
to evidence compliance with Sections 6.9 and 6.12;                      

(m) Article VI of the Credit Agreement is hereby amended by adding a new Section
6.12 thereto to read as follows:                                                

 Section 6.12 Fixed Charge Coverage Ratio. The Company will not permit the
Fixed Charge Coverage Ratio to be less than 2.00 to 1 at the end of any 
fiscal quarter.                                                         

(n) Section  9.7(b)  of  the  Credit Agreement  is  hereby amended by adding the
following sentence to the end thereof to read as follows:                       

  Notwithstanding anything in this Section 9.7 to the contrary, Section 9.16
may not be amended or modified without the written consent of the       
Designating Lender affected thereby.                                    

(o) Section 9.12 of the Credit Agreement is hereby amended to read as follows:  

 Section 9.12 No Duties of Co-Syndication Agents and Documentation Agents.
  The Company and the Lenders acknowledge that the Co-Syndication Agents and
the Documentation Agents shall have no duties, responsibilities or      
liabilities in their respective capacities as Co-Syndication Agents and 
Documentation Agents.                                                   

(p) Article IX of the Credit Agreement is hereby amended by adding a new Section
9.16 thereto to read as follows:                                                

Section 9.16. Designation.                                              

   (a) Notwithstanding anything to the contrary contained in this Agreement or
in any other Loan Document, if Company gives a Notice of Borrowing under
   Section 2.3 of this Agreement any Lender (a "Designating Lender") may grant
    to one or more special purpose funding vehicles (each, an "SPV"), identified
   as such in writing from time to time by the Designating Lender to the Agent
    and the Company, the option to provide to the Company all or any part of any
 Loan that such Designating Lender would otherwise be obligated to make to
the Company pursuant to this Agreement; provided that (i) nothing herein
 shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV
   elects not to exercise such option or otherwise fails to provide all or any
 part of such Loan, the Designating Lender shall be obligated to make such
    Loan pursuant to the terms hereof, (iii) the Designating Lender shall remain
liable for any indemnity or other payment obligation with respect to its
Commitment hereunder, and all other contractual obligations of the      
Designating Lender under this Agreement, provided that funding by an SPV
 under the Designating Lender's Commitment shall be effective to discharge
    the Designating Lender's obligation to fund under the Commitment to the same
    extent as if the Designating Lender had funded the Loans, (iv) the SPV shall
only be entitled to the cost protection provisions contained in Sections
 2.12 through 2.14 to the same extent that the Designating Lender would be
entitled to the benefit of such cost protection provisions and (v) the  
Company shall not otherwise incur any additional costs, liabilities or  
    obligations under this Agreement or any other Loan Document as a result of a
   Designating Lender granting such option to any SPV. The making of a Loan by
  an SPV hereunder shall utilize the Commitment of the Designating Lender to
   the same extent, and as if, such Loan were made by such Designating Lender.

  (b) As to any Loans or portion thereof made by it, each SPV shall have all
    the rights that a Lender making such Loans or portion thereof would have had
    under this Agreement; provided, however, that each SPV shall have granted to
its Designating Lender an irrevocable power of attorney in form and     
substance satisfactory to Company and Agent, to deliver and  receive all
communications and notices under this Agreement (and any other Loan     
Document) and to exercise on such SPV's behalf, all of such SPV's voting
    rights under this Agreement; it being understood that such irrevocable power
 of attorney shall grant the related Designating Lender the sole, absolute
    and independent discretion to exercise such SPV's voting rights, which power
    of attorney shall provide that Company may deal solely  with the Designating
Lender with respect to delivery and receipt of  all  communications  and
   notices, and with respect to voting rights  arising  from  the  Designating
    Lender's Commitment. The Company, the Agent  and the  other Lenders may rely
    on the acts, statements and  representations  of the Designating Lender with
    respect to this  Agreement,  the  Note issued to the Designating Lender, the
    Commitment of  the Designating Lender hereunder and all actions taken by the
    Designating Lender for itself and under the power of attorney granted by the
SPV to the Designating Lender. No additional Note shall be required to  
evidence the Loans or portion thereof made by an SPV; and the related   
    Designating Lender shall be deemed to hold its Note as agent for such SPV to
    the extent of the Loans or portion thereof funded by such SPV. In  addition,
any payments for the account of any SPV shall be paid to its Designating
Lender as agent for such SPV. Any payments made by Company to the       
  Designating Lender with respect to the Note shall be credited to  the Note
and such credits shall be binding on the SPV, whether or not the SPV    
actually receives any such payment from the Designating Lender.         

(c) Each party hereto hereby agrees that no SPV shall be liable for any 
    indemnity or payment under this Agreement for which a Lender would otherwise
   be liable. In furtherance of the foregoing, each party hereto hereby agrees
(which agreements shall survive the termination of this Agreement) that,
    prior to the date that is one year and one day after the payment  in full of
    all outstanding commercial paper or other senior indebtedness of any SPV, it
    will not institute against, or join any other person in instituting against,
  such  SPV  any  bankruptcy,  reorganization,  arrangement,  insolvency  or
    liquidation proceedings under the  laws  of  the  United States or any State
    thereof as a result of any  action taken or omitted to be taken by such  SPV
in connection with this Agreement.                                      

    (d) In addition, notwithstanding anything to the contrary contained  in this
    Section 9.16 or otherwise in this Agreement, any SPV may (i) at any time and
    without paying any processing fee therefor, assign or  participate  all or a
portion of its interest in any Loans to the Designating Lender or to any
    financial institutions providing liquidity and/or  credit  support to or for
    the account of such SPV to support the funding  or  maintenance of Loans and
    (ii) disclose on a confidential basis,  under confidentiality terms approved
    by Company and Agent, any  non-public  information  relating to its Loans to
any rating agency or provider of any surety, guarantee or credit or     
liquidity enhancements to such SPV. This Section 9.16 may not be amended
without the written consent of any Designating Lender affected thereby. 

(e) Designating Lender shall respond timely to all requests under the   
    Agreement that require approval, consent or other action by Lenders, so that
Company, the Agent and the other Lenders shall experience no delay with 
respect to any such request as a result of the designation of any SPV.  

   (f) If a financial institution providing liquidity and/or credit support to
a SPV receives an assignment or participation, under subsection (i) of  
  section 9.16(d) the financial institution shall be bound by the provisions
  of this Section 9.16 with respect to Company's, the Agent's  and the other
 Lender's rights to deal with the Designating Lender with  respect to this
  Agreement and all Loans made under the Designating Lender's Commitment and
    in no event will the financial institution receive greater rights than those
held by the SPV.                                                        

(q) The Commitment of (i) Huntington is the amount beside  Huntington's  name on
the signature  pages hereof and (ii) each Lender other than Huntington is hereby
amended or reaffirmed to be the amount  indicated beside each such Lender's name
on the signature pages thereof.                                                 

2.  REPRESENTATIONS  AND WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its execution
and delivery  hereof,  the Company  represents and warrants that, as of the date
hereof and after giving effect to the amendments  contemplated  by the foregoing
Section 1:                                                                      

(a) the representations and warranties contained in the Credit Agreement and the
other Loan  Documents  are true and correct on and as of the date hereof as made
on and as of such date;                                                         

(b) no event has occurred and is  continuing  which  constitutes a Default or an
Event of Default;                                                               

(c) the Company has full power and  authority  to execute and deliver this Third
Amendment,  the Note payable to the order of Huntington (the "Huntington Note"),
and the Credit Agreement,  as amended hereby, the Huntington Note and this Third
Amendment  constitute the legal,  valid and binding  obligations of the Company,
enforceable in accordance with their respective terms,  except as enforceability
may be limited by  applicable  debtor  relief laws and by general  principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law) and  except as rights to  indemnity  may be  limited by federal or state
securities laws;                                                                

(d) neither the execution, delivery and performance of this Third Amendment, the
Huntington Note or the Credit Agreement, as amended hereby, nor the consummation
of any transactions  contemplated herein or therein, will conflict with any law,
rule or regulation,  the articles of incorporation or bylaws of the Company,  or
any indenture,  agreement or other instrument to which the Company or any of its
property is subject; and                                                        

(e) no  authorization,  approval,  consent,  or other  action by,  notice to, or
filing with,  any  governmental  authority or other Person,  is required for the
execution, delivery or performance by the Company of this Third Amendment or the
Huntington Note.                                                                

3.  CONDITIONS OF  EFFECTIVENESS.  This Third Amendment shall be effective as of
June 21, 2001  (including the amendment of the Applicable Fee Percentage and the
Applicable  Margin set forth in Section 1 of this Third  Amendment),  subject to
the following:                                                                  

(a) the Agent shall have received  counterparts of this Third Amendment executed
by each of the Lenders;                                                         

(b) the Agent shall have received  counterparts of this Third Amendment executed
by the Company;                                                                 

(c) the  Agent  shall  have  received  a  certified  resolution  of the Board of
Directors of the Company authorizing the execution,  delivery and performance of
this Third Amendment and the Huntington Note;                                   

(d) the Agent shall have received an opinion of counsel to the Company,  in form
and substance  satisfactory to the Agent,  with respect to the matters set forth
in Sections 2(c), (d) and (e) of this Third Amendment;                          

(e) the  Borrower  shall have paid the legal fees and  expenses  of the  Agent's
legal counsel;                                                                  

(f) SunTrust shall have received payment in full of all amounts due and owing to
it under the Credit Agreement; and                                              

(g) the Agent shall have  received,  in form and substance  satisfactory  to the
Agent and its counsel, such other documents, certificates and instruments as the
Agent shall require.                                                            

4. SUNTRUST.  Upon satisfaction of the conditions set forth in Section 3 of this
Third  Amendment,  SunTrust shall (a) not be a Lender under the Credit Agreement
and shall no longer have any rights or obligations with respect thereto,  except
for those  which  expressly  survive  termination  of the  Credit  Agreement  or
termination of any  Commitments  thereunder and (b) mark its Note "PAID IN FULL"
and return its Note to the Company.                                             

5. PURCHASE BY LENDERS.  Simultaneously  with the  satisfaction of conditions of
effectiveness set forth in Section 3 hereof,  each Lender shall purchase or sell
(as the case may be), without recourse, an amount of Loans outstanding such that
after  giving  effect to this  Third  Amendment,  the  amount  of each  Lender's
Commitment  under the Credit Agreement which has been utilized shall be pro rata
among the Lenders in the proportions that their  respective  Commitments bear to
the Total  Commitments.  The parties hereto agree that the provisions of Section
9.3 of the Credit  Agreement  shall not be applicable to Huntington  pursuant to
this Third Amendment.                                                           

6. HUNTINGTON REPRESENTATIONS. Huntington (a) represents and warrants that it is
legally  authorized to enter into this Third Amendment and become a Lender under
the Credit  Agreement;  (b)  confirms  that it has received a copy of the Credit
Agreement,  together  with  copies  of  the  most  recent  financial  statements
delivered  pursuant  to  Section  5.5  thereof  and  such  other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to become a Lender under the Credit Agreement; (c) agrees that it will,
independently  and without reliance upon the Agent or any other Lender and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit  decisions in taking or not taking  action under
the Credit Agreement;  (d) appoints and authorizes the Agent to take such action
as an agent on its behalf and to exercise such powers under the Credit Agreement
as are delegated to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (e) agrees that it will perform in accordance
with their terms all the obligations  which by the terms of the Credit Agreement
are required to be performed by it as a Lender; and (f) agrees that it will keep
confidential all information with respect to the Company  furnished to it by the
Company or the  Assignor  (other than  information  generally  available  to the
public or otherwise available to the Assignor on a non-confidential basis).     

7.  REFERENCE TO THE CREDIT AGREEMENT.                                          

 (a) Upon the effectiveness of this Third Amendment, each reference in the
  Credit Agreement to "this Agreement", "hereunder", or words of like import
 shall mean and be a reference to the Credit Agreement, as amended by this
Third Amendment.                                                        

   (b) The Credit Agreement, as amended by this Third Amendment, and all other
    Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.                                                          

8. COSTS, EXPENSES AND TAXES. The Company agrees to pay on demand all reasonable
costs  and  expenses  of  the  Agent  in   connection   with  the   preparation,
reproduction,  execution  and  delivery  of this Third  Amendment  and the other
instruments  and documents to be delivered  hereunder  (including the reasonable
fees and  out-of-pocket  expenses of counsel for the Agent with respect  thereto
and with  respect to  advising  the Agent as to its rights and  responsibilities
under the Credit Agreement, as amended by this Third Amendment).                

9. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed  and  delivered  shall be deemed to be an original and
all of  which  when  taken  together  shall  constitute  but one  and  the  same
instrument.                                                                     

10. GOVERNING LAW: BINDING EFFECT. This Third Amendment shall be governed by and
construed in accordance  with the laws of the State of Texas (without  regard to
principles of conflicts of law) and the United  States of America,  and shall be
binding upon the Company,  the Syndication  Agent, the Documentation  Agent, the
Managing Agent,  each Co-Agent,  the Agent, and each Lender and their respective
successors and assigns.                                                         

11.  HEADINGS.  Section headings in this Third Amendment are included herein for
convenience  of  reference  only and shall not  constitute  a part of this Third
Amendment for any other purpose.                                                

12. ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT,
AND THE OTHER LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT  BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL  AGREEMENTS  BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN  ORAL  AGREEMENTS
BETWEEN THE PARTIES.                                                            

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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as the
date first above written.                                                       

        RADIOSHACK CORPORATION

By:    /s/    
                                 -----------------------------------------------
                                 -----------------------------------------------
Martin Moad   
Treasurer     

                                 BANK OF AMERICA, N.A., as Agent and as a Lender
Commitment: $32,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

                                 CITIBANK, N.A.,  as  Co-Syndication  Agent  and
as a Lender   
Commitment: $31,500,000                                                         
By:      /s/  
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

                                 FLEET NATIONAL BANK,  as  Co-Syndication  Agent
 and as a Lender
Commitment: $27,500,000                                                         
By:      /s/  
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

                                 THE BANK OF NEW YORK, as a Documentation  Agent
 and as a Lender
Commitment: $27,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

                                 FIRST UNION NATIONAL BANK,  as a  Documentation
       Agent and as a Lender
Commitment: $27,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

    NATIONAL CITY BANK
Commitment: $16,000,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

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                KBC BANK N.V., NEW YORK BRANCH
Commitment: $16,000,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

    FIRSTAR BANK, N.A.
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

              THE HUNTINGTON NATIONAL BANK
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

        WELLS FARGO BANK, N.A.
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

  FIFTH THIRD BANK
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

              KEYBANK NATIONAL ASSOCIATION
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

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                    BANCA NAZIONALE DEL LAVORO S.p.A.,
 NEW YORK BRANCH
Commitment: $13,500,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

BANK ONE, N.A.
Commitment: $10,000,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

     FIRST HAWAIIAN BANK
Commitment: $10,000,000                                                         
By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

        HIBERNIA NATIONAL BANK
Commitment: $7,000,000                                                          

By:    /s/    
                                 -----------------------------------------------
Name:         
                                 -----------------------------------------------
Title:        

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ACKNOWLEDGED AND AGREED                                                         
FOR PURPOSES OF SECTION 4                                                       
HEREOF AND NOT AS A LENDER                                                      

SUNTRUST BANK                                                                   

By:     /s/                                                                     
----------------------------------------                        
Name:                                                           
----------------------------------------                        
Title:                                                          

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                                                        [Enlarge/Download Table]
                                                                      EXHIBIT 11             
                             RADIOSHACK CORPORATION                                          

         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                      
         AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS                      


                                                    Three Months Ended      Six Months Ended 
                                                         June 30,               June 30,     
                                                    -------------------   -------------------
(In millions, except ratios)                          2001       2000       2001       2000  
----------------------------                        --------   --------   --------   --------
                                                                                             
Ratio of Earnings to Fixed Charges:                                                          

Net income                                          $   41.2   $   75.4   $   87.7   $  145.1
Plus provision for income taxes                         25.3       46.2       53.8       88.9
                                                    --------   --------   --------   --------
Income before income taxes                              66.5      121.6      141.5      234.0
                                                    --------   --------   --------   --------

Fixed charges:                                                                               

Interest expense and amortization of debt discount      12.2       12.4       25.2       21.9
Amortization of issuance expense                         0.0        0.3        0.2        0.5
Appropriate portion (33 1/3%) of rentals                18.7       17.7       37.5       35.3
                                                    --------   --------   --------   --------
    Total fixed charges                                 30.9       30.4       62.9       57.7
                                                    --------   --------   --------   --------

Earnings before income taxes and fixed charges      $   97.4   $  152.0   $  204.4   $  291.7
                                                    ========   ========   ========   ========

Ratio of earnings to fixed charges                      3.15       5.00       3.25       5.06
                                                    ========   ========   ========   ========

Ratio of Earnings to Fixed Charges and Preferred                                             
Dividends:                                                                                   

Total fixed charges, as above                       $   30.9   $   30.4   $   62.9   $   57.7
Preferred dividends                                      1.2        1.3        2.5        2.7
                                                    --------   --------   --------   --------
Total fixed charges and preferred dividends         $   32.1   $   31.7   $   65.4   $   60.4
                                                    ========   ========   ========   ========

Earnings before income taxes and fixed charges      $   97.4   $  152.0   $  204.4   $  291.7
                                                    ========   ========   ========   ========

Ratio of earnings to fixed charges and preferred                                             
 dividends                                              3.03       4.79       3.13       4.83
                                                    ========   ========   ========   ========

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		5/15/11		5		7
		12/31/02		7					10-K,  11-K
		6/19/02		14
		1/1/02		8
		12/31/01		5					10-K,  11-K
		12/15/01		8
		11/15/01		5		7
Filed on:		8/14/01
		8/13/01		10
		8/3/01		5		7
		8/2/01		6
		7/31/01		1
		7/25/01		8
		7/6/01		6		8
		7/1/01		8
For Period End:		6/30/01		1		9
		6/22/01		5		7			424B3
		6/21/01		12		14
		6/12/01		11		12
		5/17/01		9					DEF 14A
		5/11/01		5		7
		5/4/01		9					8-K
		1/1/01		6
		12/31/00		5		7			10-K,  11-K,  11-K/A
		8/11/00		11					10-Q
		7/22/00		11
		6/30/00		6		11			10-Q
		6/22/00		12
		5/18/00		11					8-K,  DEF 14A,  PRE 14A
		8/11/99		11					10-Q
		7/26/99		11
		6/30/99		11					10-Q
		6/24/99		12
		8/31/98		5					8-K
		8/13/98		11					10-Q
		6/25/98		11		12
									List all Filings