SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 2001.

[_] 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: 1-12842

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

South Carolina 57-0965380
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

6 Logue Court
Greenville, South Carolina 29615
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (864) 288-2432

Securities registered pursuant to Section 12(b) of the Act:
None.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [_]

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

The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant at August 31, 2001 was $304,548,000, as
computed by reference to the average closing prices of such stock on such date.

As of September 24, 2001, 5,714,914 shares of the Registrant's Common Stock, no
par value, were outstanding. The Registrant had no other classes of common
equity outstanding as of such date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 30, 2001 are incorporated by reference into Parts II of this Form
10-K, and portions of the Registrant's Proxy Statement to be furnished in
connection with its 2001 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Form 10-K.

PART I

ITEM 1. Business.

ScanSource Inc. ("ScanSource" or the "Company"), incorporated in 1992, is a
leading value-added wholesale distributor of automatic data capture ("ADC"),
point of sale ("POS") and business telephone products. The business consists of
two reporting segments - value-added distribution and e-logistics/channel
management. The traditional distribution business includes sales by both the
ScanSource sales team (who sell ADP and POS equipment) and the Catalyst Telecom
team who sell business telephones and computer telephony. The e-logistics
business is called ChannelMax. See Note 8 to the consolidated financial
statements of the Company for financial information concerning the Company's
reporting segments and the geographic areas in which the Company operates. See
Note 9 for information concerning the Company's acquisition of Pinacor, Inc. in
May 2001.

Value-Added Distribution Segment

ScanSource Sales Unit

The ScanSource sales team markets ADC and POS products which interface with
computer systems used to automate the collection, processing and communication
of information for commercial and industrial applications, including retail
sales, distribution, shipping, inventory control, materials handling and
warehouse management. The bar code family of products is referred to as
automatic data capture because it includes all types of portable data collection
terminals, wireless products and bar code label printers, in addition to
scanners. POS products are those PC-based products that have replaced electronic
cash registers in retail and hospitality environments.

ScanSource vendors include most of the leading ADC and POS manufacturers,
including Cherry Electrical, Citizen, Cognitive Solutions, Datamax, Epson
America, Hand Held Products, IBM, Intemec, Ithaca Peripherals, Javelin,
Metrologic, Micro-Touch Systems, MMF Cash Drawer, Monarch Marking Systems, NCR,
PSC, StrandWare, Symbol Technologies, and Zebra Technologies.

Catalyst Telecom Sales Unit

The other distribution sales unit is called Catalyst Telecom, whose inside
sales representatives sell business phone systems, including Avaya, Enterprise,
Express and IP (internet protocol) products and computer telephony products from
Intel/Dialogic. Catalyst Telecom offers its reseller customers a complete line
of Avaya convergence products, including voice and data. Dialogic (part of
Intel's communication strategy) offers products for call center applications,
unified messaging, interactive voice response and voice portals.

E-logistics Segment

ChannelMax

ChannelMax is the unit that provides real-time inventory availability and
web catalog, order entry, order tracking and logistics for manufacturers and
others in specialty technology markets. Currently ChannelMax has contracts to
provide its logistics services for manufacturers, Avaya and Symbol, resellers
such as Expanets, which is the largest nationwide phone reseller, and several
phone sales agencies. ChannelMax also creates customized web storefronts that
match the look and feel of a reseller's website, allowing resellers to offer
online ordering and marketing to their customers.

Products and Markets

The Company currently markets approximately 18,000 products from over 50
hardware and software vendors from its central warehouse in Memphis, Tennessee
to approximately 11,000 reseller customers.

ADC technology incorporates the capabilities for electronic recognition and
data processing without the need for manual input and consists of a wide range
of products, including bar code printers and labeling devices, contact wands,
light pens, hand-held and fixed-mount laser scanners, portable data collection
devices, keyboard wedges, and magnetic stripe readers. As ADC technology has
become more pervasive, applications have evolved from traditional uses such as
inventory control, materials handling, distribution, shipping and warehouse
management to more advanced applications such as medical research. POS
technology consists of devices used for the capture, processing, analysis, and
dissemination of transaction data. POS product lines include computer-based
terminals, monitors, receipt printers, pole displays, cash drawers, keyboards,
peripheral equipment and fully integrated processing units used

primarily in retail applications. Business telephone products include private
branch exchanges (PBXs), key systems, telephone handsets and cabling and
computer telephony components used in voice, fax, data, voice recognition, call
center management and internet protocol (IP) telephony applications.

Industry Overview

The distribution channels for specialty technology products generally
consist of manufacturers, wholesale distributors such as ScanSource, resellers
and end-users. In recent years, these distribution channels have evolved through
three stages: (i) direct sales by manufacturers to end-users; (ii) single-tier
distribution in which manufacturers sell to resellers who, in turn, sell
directly to end-users; and (iii) two-tier, or wholesale distribution, in which
manufacturers sell to wholesale distributors, including ScanSource, who sell
only to resellers who, in turn, sell directly to end-users.

Currently, the wholesale distribution channel is highly fragmented and is
comprised of several large national distributors and many smaller regional
distributors. Large national distributors are engaged primarily in conventional
order fulfillment and typically offer few value-added services, while small
regional distributors are limited in the scale and scope of their operations and
services.

Competition among an expanding number of manufacturers has caused product
prices to decrease and product applications to expand, which has resulted in an
increasing number of resellers entering the market in order to support a broader
base of potential end-users. As the number of resellers and end-users grows,
competition among manufacturers and within the reseller channel has intensified,
resulting in a less orderly market structure. As a result of the transition of
specialty technology products to open-systems (whereby a variety of
manufacturers' products can be configured together to create a system solution),
both manufacturers and resellers have become more dependent upon wholesale
distributors such as ScanSource for the organization and maintenance of an
efficient market structure.

In addition, manufacturers that face declining product prices and rising
costs of direct sales increasingly rely upon value-added wholesale distributors
to outsource certain support functions, such as product assortment, delivery,
inventory management, technical assistance and marketing. At the same time,
shortened product life cycles and the introduction of new products and
applications have caused resellers increasingly to rely on wholesale
distributors for various inventory management, financing, technical support and
related functions. The Company believes that as the reseller market grows and
becomes more fragmented, and as specialty technology products continue to
transition to open systems, the wholesale distribution channel in which the
Company operates will become increasingly more important.

Vendors

The Company's merchandising department recruits vendors and manages
important aspects of its vendor relationships, such as purchasing arrangements,
cooperative marketing initiatives, vendor sales force relationships, product
training and the monitoring of rebate programs and various contract terms and
conditions. The Company generally enters into non-exclusive distribution
agreements with vendors. These agreements typically provide the Company with
stock rotation and price protection provisions that may mitigate the risk of
loss from slow moving inventory, vendor price reductions, product updates or
obsolescence. Some of these distribution agreements contain minimum purchase
requirements that the Company must meet in order to receive preferential prices.
The distribution agreements are generally terminable on 30 to 120 days notice by
either party.

Customers

The Company's reseller customers currently include approximately 11,000
active value-added reseller accounts ("VARs") located in the U.S. and Canada.
The largest customer accounted for less than 5% of the total Company's net sales
in fiscal 2001. The Company targets two types of reseller customers:

Specialty Technology VARs.

These resellers focus on selling specialty technology products as tailored
software or integrated hardware solutions for their end-users' existing
applications or incorporating specialty technology products into customized
technology solutions for their end-users. Primary industries served by these
resellers include manufacturing, distribution, health care, pharmaceuticals,
hospitality, convenience, grocery and other retail markets.

General or PC VARs.

These resellers develop computer solutions for their end-users'
microcomputer needs. They typically have well-established relationships with
end-user management information system directors and are seeking additional
revenue and profit opportunities in related technology markets, such as ADC, POS
or telephony.

Sales and Electronic Commerce

The Company's sales force is comprised of 82 inside sales representatives
located in South Carolina, California, Georgia, Washington, New Jersey, Arizona
and Canada. In order to build strong customer relationships, each active
reseller is assigned to a sales representative. Each sales representative
negotiates pricing directly with his assigned customers. The Company also
employs several product managers who are responsible for developing technical
expertise within broad product markets, evaluating competitive markets, and
reviewing overall product and service requirements of resellers. Each sales
representative and product manager receives comprehensive training with respect
to the technical characteristics of each vendor's products. This training is
supplemented by quarterly product seminars conducted by vendors' representatives
and bi-weekly meetings among product managers, marketing and sales
representatives.

Increasingly, customers rely upon the Company's electronic ordering and
information systems, in addition to its product catalogs and frequent mailings,
as sources for product information, including availability and price. Through
the Company's website, most customers can gain remote access to the Company's
information systems to check real-time product availability, see their
customized pricing and place orders. Customers can also follow the status of
their orders and obtain UPS and FedEx package tracking numbers from this site.
For the fourth quarter of fiscal 2001, approximately 25% of the Company's sales
orders were entered electronically by customers.

Marketing

The Company provides a range of marketing services, including cooperative
advertising with vendors through trade publications and direct mail, a product
catalog which is published three times a year, periodic newsletters, management
of sales leads, trade shows with software companies and vendors, direct mail and
sales promotions. In addition, the Company organizes and operates its own
"Empowerment Expo" seminars three times a year, teaming with top vendors to
recruit prospective resellers and introduce new applications for the specialty
technology products it distributes. The Company frequently customizes its
marketing services for vendors and resellers.

Value-Added Services

In addition to the basic order fulfillment and credit services that
conventional wholesale distributors typically provide to resellers, the Company
differentiates itself by providing an array of value-added services, including
the following:

Pre-Sale Technical Support

Technical support personnel assist the reseller with system configurations
as the order is placed. Pre-sale support also includes testing products to
ensure their compatibility with other products and applications.

Post-Sale Technical Support

Technical support personnel also assist sales representatives and customers
in diagnosing and solving technical, configuration or compatibility issues which
may arise after the sale. Technical support personnel will, if necessary, serve
as liaisons or advocates between the manufacturers and the resellers.

Shipping Options

Product managers and technical support personnel work together to select
specific products that are compatible and continually develop "solution kits" or
bundles to better meet the reseller's needs. Resellers have come to trust the
Company's shipping accuracy and reliability to the extent that many no longer
hold their own inventory. For the fourth quarter of fiscal 2001, approximately
59% of sales orders were drop shipped directly to an end-user on behalf of a
reseller.

Operations

Information System

The Company's information system is a highly scalable, centralized
processing system capable of supporting numerous operational functions including
purchasing, receiving, order processing, shipping, inventory management and
accounting. Sales representatives rely on the information system for on-line,
real-time information on product pricing, inventory availability and
reservation, and order status. The Company's warehouse operations use bar code
technology for receiving and shipping, and automated UPS and FedEx systems for
freight processing and shipment tracking, each of which is integrated with the
Company's information system. The customer service and technical support
departments employ the system for documentation and faster processing of
customer product returns. To ensure that adequate inventory levels are
maintained, the Company's buyers depend on the system's purchasing and receiving
functions to track inventory on a continual basis.

Central Warehouse and Shipping

The Company's 233,000 square foot warehouse facility, located approximately
eight miles from the FedEx hub facility in Memphis, Tennessee, serves all of
North America. The Company believes that its centralized distribution creates
several advantages, including: (i) a reduced amount of "safety stock" inventory
which, in turn, reduces the Company's working capital borrowings; (ii) an
increased turnover rate through tighter controls over inventory; (iii)
maintenance of a consistent order-fill rate; (iv) improved personnel
productivity; (v) improved delivery time; (vi) simplified purchasing and
tracking; (vii) decreased demand for management personnel; and (viii)
flexibility to meet customer needs for systems integration.

The Company's objective is to ship on the same day all orders received by
8:00 p.m. Eastern Time. Orders are currently processed in the central warehouse,
where bar code technology is utilized to expedite shipments and minimize
shipping errors. The Company also has an automated package handling system used
to send products from the picking area to invoicing stations. Upon fulfillment
of the order, the package is immediately shipped to the reseller or
"drop-shipped" to an end-user specified by the reseller by FedEx or UPS. The
Company charges its customers local ground delivery rates for this overnight
service.

Credit Services

The Company routinely offers 20-day credit terms for qualified resellers.
The Company believes this policy eliminates the customer's need to establish
multiple credit relationships with a large number of manufacturers.

Competition

The markets in which the Company operates, as identified above, are highly
competitive. Competition is based primarily on factors such as price, product
availability, speed and accuracy of delivery, effectiveness of sales and
marketing programs, credit availability, ability to tailor specific solutions to
customer needs, quality and breadth of product lines and services, and
availability of technical and product information. The Company's competitors
include regional and national wholesale distributors, as well as hardware
manufacturers (including most of the Company's vendors) that sell directly to
resellers and to end-users. In addition, the Company competes with master
resellers that sell to franchisees, third-party dealers and end-users. Certain
of the Company's current and potential competitors have greater financial,
technical, marketing and other resources than the Company and may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements. Such competition could also result in price reductions, reduced
margins and loss of market share by the Company.

Employees

As of August 10, 2001 the Company had 582 employees, none of whom was a
member of an industry trade union or collective bargaining unit. The Company
considers its employee relations to be good.

Service Marks

The Company conducts its business under the trademarks and service marks
"ScanSource" and "Catalyst Telecom." The Company has been issued registrations
for the marks "ScanSource" and "Catalyst Telecom" in the United States and
Canada. The Company is also pursuing registrations of its trademark and service
mark "ChannelMax" in the United States. The Company does not believe that its
operations are dependent upon any of its trademarks or service marks. The
Company also sells products and provides services under various trademarks,
service marks and trade names to which reference is made in this report that are
the property of

owners other than the Company. Such owners have reserved all rights with respect
to their respective trademarks, service marks and trade names.

Private Securities Litigation Reform Act of 1995

Certain of the statements contained in this PART I, Item 1 (Business) and,
by reference, in PART II, Item 7 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) and Item 7A (Quantitative and
Qualitative Disclosures About Market Risks) of this Annual Report on Form 10-K
that are not historical facts are forward-looking statements subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995. The
Company cautions readers of this Annual Report on Form 10-K that a number of
important factors could cause the Company's activities and/or actual results in
fiscal 2002 and beyond to differ materially from those expressed in any such
forward-looking statements. These factors include, without limitation, the
Company's dependence on vendors, product supply, senior management, centralized
functions, and third-party shippers, the Company's ability to compete
successfully in a highly competitive market and manage significant additions in
personnel and increases in working capital, the Company's entry into new product
markets in which it has no prior experience, the Company's susceptibility to
quarterly fluctuations in net sales and operations results, the Company's
ability to manage successfully price protection or stock rotation opportunities
associated with inventory value decreases, and other factors described in
Exhibit 99.1 to this report and in other reports and documents filed by the
Company with the Securities and Exchange Commission.

ITEM 2. Properties.

The Company owns a 70,000 square foot building in Greenville, South
Carolina in which its principal executive and sales offices are located. The
Company currently occupies over 60,000 square feet of that building for its own
use, and leases the remainder of the building to third parties until additional
space is required for its needs. The Company owns a 233,000 square foot
distribution center in Memphis, Tennessee. The Company's 20,000 square foot
warehouse in Toronto, Canada is no longer used, but is leased through January
2003. The Company also leases small sales offices of 5,400 square feet or less
in each of Lake Forest, California; Norcross, Georgia; Cranford, New Jersey;
Bellingham, Washington; St. Paul, Minnesota; Tempe, Arizona; and Vancouver and
Toronto, Canada. Management believes the Company's office and warehouse
facilities are adequate to support its operations at their current levels and
for the foreseeable future.

ITEM 3. Legal Proceedings.

The Company or its subsidiaries are from time to time parties to lawsuits
arising out of operations. Although there can be no assurance, based upon
information known to the Company, the Company does not believe that any
liability resulting from an adverse determination of such lawsuits would have a
material adverse effect on the Company's financial condition or results of
operations.

ITEM 4. Submission of Matters to a Vote of Security Holders.

None.

ITEM 5. Market For Registrant's Common Equity and Related Stockholder Matters.

The information called for by this Item is incorporated herein by reference
to page 36 of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 30, 2001.

ITEM 6. Selected Financial Data.

The information called for by this Item is incorporated herein by reference
to page 8 of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 30, 2001.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The information called for by this Item is incorporated herein by reference
to pages 9 through 15 of the Registrant's Annual Report to Shareholders for the
fiscal year ended June 30, 2001.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

The information called for by this Item is incorporated herein by reference
to page 15 of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 30, 2001.

ITEM 8. Financial Statements and Supplementary Data.

The financial statements listed in Item 14(a)(1) of this Form 10-K are
incorporated herein by reference to pages 16 through 35 of the Registrant's
Annual Report to Shareholders for the fiscal year ended June 30, 2001. The
financial statement schedule listed in Item 14(a)(2) of this Form 10-K and
related Independent Auditors' Reports are included in this report on pages F-1
through F-3.

ITEM 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

PART III

Information called for by Part III (Items 10, 11, 12 and 13) of this report
on Form 10-K has been omitted as the Company intends to file with the Securities
and Exchange Commission not later than 120 days after the close of its fiscal
year ended June 30, 2001 a definitive Proxy Statement pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934. Such information will be
set forth in such Proxy Statement and is incorporated herein by reference.

ITEM 10. Directors and Executive Officers of the Registrant.

The information required by this Item is incorporated herein by reference
to the Proxy Statement for the Company's 2001 Annual Meeting of Shareholders.

ITEM 11. Executive Compensation.

The information required by this item is incorporated herein by reference
to the Proxy Statement for the Company's 2001 Annual Meeting of Shareholders.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is incorporated herein by reference
to the Proxy Statement for the Company's 2001 Annual Meeting of Shareholders.

ITEM 13. Certain Relationships and Related Transactions.

The information required by this item is incorporated herein by reference
to the Proxy Statement for the Company's 2001 Annual Meeting of Shareholders.

PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)(1) Consolidated Financial Statements: The following financial statements of
ScanSource, Inc. and Independent Auditors' Reports are incorporated
herein by reference from the Registrant's Annual Report to Shareholders
for the fiscal year ended June 30, 2001:

Consolidated Balance Sheets as of June 30, 2000 and 2001

Consolidated Statements of Income for the years ended June 30, 1999, 2000
and 2001

Consolidated Statements of Shareholders' Equity for the years ended June
30, 1999, 2000 and 2001

Consolidated Statements of Cash Flows for the years ended June 30, 1999,
2000 and 2001

Notes to Consolidated Financial Statements

Independent Auditors' Reports

(a)(2) Financial Statement Schedule: The following financial statement schedule
of ScanSource, Inc. and related Independent Auditors' Reports for the
years ended June 30, 1999, 2000 and 2001 are presented on pages F-1
through F-3.

Schedule II - Valuation and Qualifying Accounts

(a)(3) Exhibits: The Exhibits listed on the accompanying Index to Exhibits on
pages E-1 to E- 2 are filed as part of this report.

(b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

September 26, 2001
SCANSOURCE, INC.

By: /s/ MICHAEL L. BAUR
-----------------------
Michael L. Baur
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
--------------------------------- ---------------------------------- -------------------

/s/ STEVEN H. OWINGS Chairman of the Board September 26, 2001
---------------------------------
Steven H. Owings

/s/ MICHAEL L. BAUR President, Chief Executive Officer September 26, 2001
-------------------------------- and Director
Michael L. Baur

/s/ JEFFERY A. BRYSON Chief Financial Officer and September 26, 2001
------------------------------ Treasurer (principal financial
Jeffery A. Bryson and accounting officer)

/s/ STEVEN R. FISCHER Director September 26, 2001
------------------------------
Steven R. Fischer

/s/ JAMES G. FOODY Director September 26, 2001
--------------------------------
James G. Foody

/s/ JOHN P. REILLY Director September 26, 2001
-----------------------------------
John P. Reilly

INDEPENDENT AUDITORS' REPORT
----------------------------

The Board of Directors
ScanSource, Inc.:

We have audited the financial statements of ScanSource, Inc. and subsidiaries as
of June 30, 2001 and for the year ended June 30, 2001, and have issued our
report thereon dated August 13, 2001; such financial statements and report are
included in your 2001 Annual Report to Stockholders and are incorporated herein
by reference. Our audit also included the financial statement schedule of
ScanSource, Inc. listed in Item 14(a)(2). This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audit. In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

Greenville, South Carolina /s/ Deloitte & Touche LLP
August 13, 2001

F-1

INDEPENDENT AUDITORS' REPORT
----------------------------

The Board of Directors
ScanSource, Inc.:

Under the date of August 16, 2000 we reported on the consolidated balance sheets
of ScanSource, Inc. and subsidiaries as of June 30, 2000, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the two year period ended June 30, 2000, which are incorporated
by reference. In connection with our audits of the aforementioned financial
statements, we also audited the related accompanying financial statement
schedule listed in Item 14(a)(2). The financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statement schedule based on our audits.

In our opinion, such schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

Greenville, South Carolina /s/ KPMG LLP
August 16, 2000

F-2

SCHEDULE II
-----------

SCANSOURCE, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

(In thousands)

Balance at Amounts Balance at
Beginning Charged to End of
Description of Year Bad Debt Expense Deduction Year
----------- ---------- ---------------- --------- ----

Allowance for doubtful
accounts receivable:

Year ended June 30, 1999 $ 2,045 3,582 (625) $5,002
===== ===== ===== ======

Year ended June 30, 2000 $ 5,002 2,983 (2,521) $5,464
===== ===== ======= ======

Year ended June 30, 2001 $ 5,464 2,746 (1,445) $6,765
===== ===== ======= ======

F-3

INDEX TO EXHIBITS

Exhibit
-------
Number Description
------ -----------

3.1 Amended and Restated Articles of Incorporation of the Registrant.
(Incorporated by Reference to Exhibit 3.1 to Registrant's Form SB-2
filed with the Commission on February 7, 1994, Registration No.
33-75026-A).

3.2 Bylaws of the Registrant (Incorporated by Reference to Exhibit 3.2 to
Registrant's Form SB-2 filed with the Commission on February 7, 1994,
Registration No. 33-75026-A).

4.1 Form of Common Stock Certificate (Incorporated by Reference to Exhibit
4.1 to Registrant's Form SB-2 filed with the Commission on February 7,
1994, Registration No. 33-75026-A).

10.9 Stock Option Agreement dated July 1, 1993 covering stock options issued
to Michael L. Baur. (Incorporated by Reference to Exhibit 10.9 to the
Registrant's Form SB-2 filed with the Commission on February 7, 1994,
Registration No. 33-75026-A).

10.10 1993 Incentive Stock Option Plan (As Amended) of the Registrant and
Form of Stock Option Agreement (Incorporated by reference to Exhibit
10.10 to Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).

10.11 1994 Stock Option Plan for Outside Directors of the Registrant and Form
of Stock Option Agreement. (Incorporated by Reference to Exhibit 10.11
to the Registrant's Form SB-2 filed with the Commission on February 7,
1994, Registration No. 33-75026-A).

10.13 1997 Stock Incentive Plan, as amended, of the Registrant and Form of
Stock Option Agreement. (Incorporated by reference to Exhibit 10.13 to
the Registrant's Form 10-K for the fiscal year ended June 30, 1999.)

10.21 Software License Agreement dated April 18, 1995 between the Registrant
and Technology Marketing Group, Inc. d/b/a Globelle, including letter
agreement dated November 22, 1995 between the parties with respect to
stock options. (Incorporated by reference to Exhibit 10.21 to the
Registrant's registration statement on Form S-3 filed with the
Commission on December 29, 1995, Registration No. 33-81043).

10.25 Agreement for Wholesale Financing (Security Agreement) dated April 8,
1996 between the Registrant and IBM Credit Corporation, including
letter agreement dated April 17, 1996 between the parties.
(Incorporated by Reference to Exhibit 10.25 to the Registrant's Form
10-K for the fiscal year ended June 30, 1998).

10.26 Intercreditor Agreement dated April 8, 1996 among the Registrant, IBM
Credit Corporation, and Branch Banking and Trust Company. (Incorporated
by reference to Exhibit 10.26 to the Registrant's Form S-1 filed with
the Commission on January 23, 1997, Registration No. 333-20231).

10.27(a) Loan and Security Agreement dated November 25, 1996 between the
Registrant and Branch Banking and Trust Company. (Incorporated by
reference to Exhibit 10.27 to the Registrant's Form S-1 filed with the
Commission on January 23, 1997, Registration No. 333-20231).

10.27(b) Loan Modification Agreement dated January 29, 1999 by and between the
Registrant and Branch Banking and Trust Company, including Addendum to
Promissory Note and Modification, Increase, Renewal and Restatement of
Promissory Note. (Incorporated by reference to Exhibit 10.27(b) to the
Registrant's Form 10-K for the fiscal year ended June 30, 1999).

10.28 Employment Agreement dated as of July 1, 1999 between the Registrant
and Steven H. Owings. (Incorporated by reference to Exhibit 10.28 to
the Registrant's Form 10-Q for the quarter ended September 30, 1999.)

10.29 Employment Agreement dated as of July 1, 1999 between the Registrant
and Michael L. Baur. (Incorporated by reference to Exhibit 10.29 to the
Registrant's Form 10-Q for the quarter ended September 30, 1999.)

10.30 Employment Agreement dated as of July 1, 1999 between the Registrant
and Jeffery A. Bryson. (Incorporated by reference to Exhibit 10.30 to
the Registrant's Form 10-Q for the quarter ended September 30, 1999.)

E-1

10.32 Stock Option Agreement dated July 18, 1996 covering stock options
granted to James G. Foody. (Incorporated by reference to Exhibit 10.32
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).

10.33 Stock Option Agreement dated December 3, 1996 covering stock options
granted to Steven H. Owings. (Incorporated by reference to Exhibit
10.33 to the Registrant's Form S-1 filed with the Commission on January
23, 1997, Registration No. 333-20231).

10.34 Stock Option Agreement dated December 3, 1996 covering stock options
granted to Michael L. Baur. (Incorporated by reference to Exhibit 10.34
to the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).

10.35 Distribution Agreement dated October 1, 1994 between the Registrant and
Symbol Technologies, Inc. (Incorporated by Reference to Exhibit 10.35
to the Registrant's Form 10-K for the fiscal year ended June 30, 1998).

10.36 Distribution Agreement dated January 1, 1996 between the Registrant and
IBM Corporation. (Incorporated by Reference to Exhibit 10.36 to the
Registrant's Form 10-K for the fiscal year ended June 30, 1998).

10.37 Stock Option Agreement dated January 17, 1997 covering options granted
to Steven H. Owings. (Incorporated by reference to Exhibit 10.37 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).

10.38 Stock Option Agreement dated January 17, 1997 covering options granted
to Michael L. Baur. (Incorporated by reference to Exhibit 10.38 to the
Registrant's Form S-1 filed with the Commission on January 23, 1997,
Registration No. 333-20231).

10.39 Stock Option Agreement dated January 17, 1997 covering options granted
to Jeffery A. Bryson. (Incorporated by reference to Exhibit 10.39 to
the Registrant's Form S-1 filed with the Commission on January 23,
1997, Registration No. 333-20231).

10.40* Non-Employee Director Stock Option Plan and Form of Stock Option
Agreement.

10.41 Amended and Restated Loan and Security Agreement dated November 10,
2000, effective as of September 30, 2000, by and among ScanSource,
Inc., Branch Bank and Trust Company of South Carolina and 4100 Quest,
L.L.C. (Incorporated by reference to Exhibit 10.1 to the Registrant's
Form 10-Q for the quarter ended September 30, 2000).

10.42 Loan Agreement dated as of July 28, 2000, by and between Branch Banking
and Trust Company of South Carolina, 4100 Quest, L.L.C., and
ScanSource, Inc. (Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-Q for the quarter ended September 30, 2000).

10.43* Credit Agreement dated as of July 26, 2001 among ScanSource, Inc., a
South Carolina corporation, the initial guarantors listed therein, the
banks listed therein and Branch Banking and Trust Company of South
Carolina, as Agent.

10.44* Amendment dated December 7, 2000 to Employment Agreement dated as of
July 1, 1999 between the Registrant and Michael L. Baur.

13* Registrant's Annual Report to Shareholders for the Fiscal Year Ended
June 30, 2001.

21* Subsidiaries of the Company

23.1* Consent of KPMG LLP

23.2* Consent of Deloitte & Touche LLP

99.1* Risk Factors (pursuant to safe harbor provided under Private Securities
Litigation Reform Act of 1995).

* Filed herewith

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