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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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FORM 10-Q

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(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 26, 1998

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

Commission file number: 0-16114

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INACOM CORP.

(Exact name of registrant as specified in its charter)

DELAWARE 47-0681813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

10810 FARNAM, SUITE 200
OMAHA, NEBRASKA 68154

(Address of principal executive offices)

TELEPHONE NUMBER (402) 392-3900

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

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 twelve months, and (2) has been subject to such filing
requirements for the past ninety days:

Yes /X/ No / /

As of November 2, 1998, there were 16,767,283 common shares of the
registrant outstanding.

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INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED BALANCE SHEETS

(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

SEPTEMBER 26, DECEMBER 27,
1998 1997
------------- ------------

ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 30,271 $ 52,592
Accounts receivable, net.......................................................... 424,429 252,067
Inventories....................................................................... 336,205 429,362
Other current assets.............................................................. 22,408 13,758
------------- ------------
Total current assets............................................................ 813,313 747,779
------------- ------------
Other assets, net................................................................... 36,492 34,502
Cost in excess of net assets of businesses acquired, net of accumulated
amortization....................................................................... 214,258 88,411
Property and equipment, net......................................................... 94,583 89,847
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$ 1,158,646 $ 960,539
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------------- ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.................................................................. $ 399,809 $ 409,513
Notes payable..................................................................... 105,000 --
Other current liabilities......................................................... 94,150 80,280
------------- ------------
Total current liabilities....................................................... 598,959 489,793
------------- ------------
Convertible subordinated debentures................................................. 141,500 141,500
Other long-term liabilities......................................................... 3,986 4,030

Stockholders' equity:
Capital stock:
Class A preferred stock of $1 par value.
Authorized 1,000,000 shares; none issued........................................ -- --
Common stock of $.10 par value.
Authorized 30,000,000 shares; issued 16,767,283 shares in 1998 and 14,825,049 in
1997.......................................................................... 1,677 1,482
Additional paid-in capital........................................................ 274,866 216,671
Retained earnings................................................................. 138,989 107,063
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415,532 325,216

Less unearned restricted stock.................................................... (1,331) --
------------- ------------
Total stockholders' equity...................................................... 414,201 325,216
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$ 1,158,646 $ 960,539
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INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
---------------------------- ----------------------------
SEPTEMBER 26, SEPTEMBER 27, SEPTEMBER 26, SEPTEMBER 27,
1998 1997 1998 1997
------------- ------------- ------------- -------------

Revenues:
Computer products.................................. $ 931,497 $ 921,361 $ 2,850,513 $ 2,579,066
Computer services.................................. 94,533 65,634 254,840 173,872
Communications products and services............... 35,674 26,339 96,057 74,300
------------- ------------- ------------- -------------
1,061,704 1,013,334 3,201,410 2,827,238
------------- ------------- ------------- -------------
Direct costs:
Computer products.................................. 876,098 871,014 2,698,304 2,436,639
Computer services.................................. 59,266 36,390 151,985 96,783
Communications products and services............... 28,663 20,037 78,291 57,819
------------- ------------- ------------- -------------
964,027 927,441 2,928,580 2,591,241
------------- ------------- ------------- -------------
Gross margin......................................... 97,677 85,893 272,830 235,997
Selling, general and administrative
expenses............................................ 70,137 66,164 192,911 181,822
------------- ------------- ------------- -------------
Operating income..................................... 27,540 19,729 79,919 54,175
Financing expense, net............................... 8,799 7,489 25,685 21,673
------------- ------------- ------------- -------------
Earnings before income taxes......................... 18,741 12,240 54,234 32,502
Income tax expense................................... 7,706 5,011 22,308 13,319
------------- ------------- ------------- -------------
Net earnings......................................... $ 11,035 $ 7,229 $ 31,926 $ 19,183
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share:
Basic.............................................. $ 0.66 $ 0.62 $ 2.02 $ 1.68
Diluted............................................ $ 0.57 $ 0.55 $ 1.71 $ 1.49
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Common shares and equivalents
outstanding:
Basic.............................................. 16,700 11,600 15,800 11,400
Diluted............................................ 21,400 14,100 20,500 13,900
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
(AMOUNTS IN THOUSANDS)

THIRTY-NINE WEEKS ENDED
----------------------------
SEPTEMBER 26, SEPTEMBER 27,
1998 1997
------------- -------------

Cash flows from operating activities:
Net earnings...................................................................... $ 31,926 $ 19,183
Adjustments to reconcile net earnings
to net cash used by operating activities:
Depreciation and amortization................................................. 32,901 22,230
Changes in assets and liabilities, net
of effects from business combinations:
Accounts receivable....................................................... (152,270) (71,280)
Inventories............................................................... 95,465 (88,071)
Other current assets...................................................... (6,973) (3,897)
Accounts payable.......................................................... (26,559) 113,726
Other liabilities......................................................... (4,806) 6,137
------------- -------------
Net cash used by operating activities....................................... (30,316) (1,972)
------------- -------------
Cash flows from investing activities:
Business combinations............................................................. (57,211) (7,550)
Additions to property and equipment............................................... (27,495) (41,091)
Investments in unconsolidated affiliates.......................................... (11,467) --
(Advances of) receipts from notes receivable...................................... (2,339) (71)
Other, including advances to affiliates........................................... 321 (2,260)
------------- -------------
Net cash used in investing activities....................................... (98,191) (50,972)
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Cash flows from financing activities:
Proceeds from (payments of) short-term debt....................................... 105,000 (52,270)
Proceeds from the exercise of employee stock options.............................. 1,186 1,285
Proceeds from (repayments of) receivables sold.................................... -- 100,000
------------- -------------
Net cash provided by financing activities................................... 106,186 49,015
------------- -------------
Net increase in cash and cash equivalents........................................... (22,321) (3,929)
Cash and cash equivalents, beginning of the period.................................. 52,592 31,410
------------- -------------
Cash and cash equivalents, end of the period........................................ $ 30,271 $ 27,481
------------- -------------
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INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

The condensed and consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The condensed
and consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report to Stockholders for the fiscal year ended December 27, 1997 and
the Company's Annual Report on Form 10-K for the fiscal year ended December 27,
1997. The results of operations for the thirty-nine weeks ended September 26,
1998 are not necessarily indicative of the results for the entire fiscal year
ending December 26, 1998.

2. ACCOUNTS RECEIVABLE

In July 1998, the Company termininated its existing agreement to sell $200.0
million of accounts receivable, with limited recourse, to an unrelated financial
institution. On July 1, 1998, the Company entered into a new agreement to fund
up to $250.0 million by selling direct trade accounts receivable, with limited
recourse, to another unrelated financial institution. New qualifying receivables
are sold to the financial institution as collections reduce previously sold
receivables. On September 26, 1998, $200.0 million was funded under the program
and $49.1 million of additional accounts receivable were designated as a reserve
to offset potential obligations under limited recourse provisions; however,
historical losses on Company receivables have been substantially less than such
additional amount. On September 26, 1998, the implicit interest rate on the
receivable sale transaction was 6.0%.

3. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market and consist of computer hardware, software, voice and data equipment, and
related materials.

4. DIRECT COSTS

In the first quarter of 1998, the Company changed the manner in which the
services business's labor costs are reported. The Company now classifies direct
costs of services personnel in direct costs; previously, such costs were
included in selling, general and administrative expenses. Prior periods have
been reclassified to conform with the current year's presentation.

5. EARNINGS PER SHARE

Earnings per share of common stock have been computed on the basis of the
weighted average number of shares of common stock outstanding after giving
effect to equivalent common shares from dilutive stock options and convertible
subordinated debentures. Statement of Financial Accounting Standards (SFAS) No.
128 "Earnings Per Share," which is effective for periods ending after December
15, 1997, requires companies to present, both currently and retroactively, basic
earnings per share and diluted earnings per share instead of primary and
fully-diluted earnings per share. Accordingly, earnings per share for all
periods presented have been restated to apply the provisions of SFAS No. 128.
Diluted earnings per share, compared to basic earnings per share, includes an
increase to the numerator of $1.1 million and $3.2 million in the third quarter
and the first nine months of 1998, respectively, and $0.5 million and $1.5
million in the third quarter and the first nine months of 1997, respectively,
for interest expense that would not have been incurred if the convertible
subordinated debentures were converted to common

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5. EARNINGS PER SHARE (CONTINUED)
stock. Diluted earnings per share, compared to basic earnings per share, also
includes an increase to the denominator of 4.7 million shares in the third
quarter and the first nine months of 1998 and 2.5 million shares in the third
quarter and the first nine months of 1997 for additional common shares that
would have been outstanding if the convertible subordinated debentures and
certain stock options were exercised.

6. MARKET DEVELOPMENT FUNDS

Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings.
Beginning in May 1998, funds or credits received became primarily based on the
sales of the vendors' products and are earned through performance of specific
marketing programs or upon completion of objectives outlined by the vendors.
Funds or credits earned are applied to direct costs or selling, general and
administrative expenses depending on the objectives of the program. Funds or
credits from the Company's primary vendors typically range from 1% to 5% of
sales.

7. BUSINESS COMBINATIONS

During the first nine months of 1998, the Company consummated business
combinations and made contingent payments in relation to business combinations.
The total consideration given for these business combinations, including
contingent payments based on certain performance criteria, was $57.2 million in
cash and 1,785,170 shares of common stock. The business combinations were
accounted for as purchases and accordingly the condensed and consolidated
financial statements reflect the operations of the acquired entities since the
respective acquisition dates. If the above business combinations had occurred at
the beginning of the year, the pro forma operations of the Company would not
have been materially different than that reported in the accompanying condensed
and consolidated statement of operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIS REPORT ON FORM 10-Q CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND
INFORMATION RELATING TO INACOM THAT ARE BASED ON THE BELIEFS OF INACOM
MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO
INACOM MANAGEMENT. SUCH STATEMENTS REFLECT THE CURRENT VIEW OF INACOM WITH
RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS, INCLUDING THE CERTAIN BUSINESS FACTORS DESCRIBED IN INACOM'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 27, 1997 AND THOSE DESCRIBED
HEREIN UNDER RECENT EVENTS. SHOULD ONE OR MORE OF SUCH RISKS OR UNCERTAINTIES
MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS
MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS BELIEVED, ESTIMATED OR
EXPECTED.

RECENT EVENTS

On October 9, 1998, the Company announced that it had signed a definitive
merger agreement with Vanstar Corporation in which Vanstar will become a wholly
owned subsidiary of the Company. The transaction will be accounted for as a
pooling of interests. Vanstar's stockholders will receive 0.64 shares of Inacom
Common Stock for each share of Vanstar. The transaction, which is subject to
regulatory approval, shareholder approval of both companies, and other customary
closing conditions, is expected to close in the fourth quarter of 1998 or the
first quarter of 1999.

The key vendors of the Company provide various incentives for promoting and
marketing their product offerings. The Company also participates in channel
assembly programs of major computer manufacturers, which reduce the Company's
inventory requirements. Information with respect to these matters is described
in the "Certain Business Factors" section of Inacom's 1997 10-K with respect to
"Impact of Vendor Incentive Funds," "Inventory Management Risk," and
"Build-to-Order Delivery Model." Beginning in May 1998, the major manufacturers
announced and/or instituted changes in their sales incentive programs and
inventory management programs. Pursuant to these changes, the major
manufacturers will (i) provide price protection for periods ranging from 2 to 4
weeks rather than the unlimited protection previously available, (ii) allow
product returns on average of 2% to 3% of product sales per quarter, rather than
the 5% of sales per quarter previously available, and (iii) provide incentives
based on sales of the manufacturers' products, rather than on purchases of the
products from the manufacturers. Further changes in these incentives could have
a material adverse effect on the Company's operating results.

On June 25, 1998, the Company's Board (i) established a Strategic Planning
Committee of the Board of Directors consisting of Bill Fairfield (Chairman),
James Crowe, and Mogens Bay, (ii) formally approved an engagement letter with
Gregory & Hoenemeyer, Inc. by which such firm would render financial advisory
services to the Company for a one-year period at a fee of $20,000 per month, and
(iii) changed the composition of the Compensation Committee to consisit of
Mogens Bay (Chairman), Joseph Auerbach, and Gary Schwendiman.

RESULTS OF OPERATIONS

The following tables set forth, for the indicated periods, revenues, gross
margins, and net earnings and the mix of revenues, gross margins, and net
earnings of the Company segmented by the three main classifications:

SUMMARY OF OPERATING RESULTS

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------------------------------- --------------------------------------------------
SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27,
1998 1997 1998 1997 1998 1997 1998 1997
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS) (IN THOUSANDS)

Revenues:
Computer products....... $ 931,497 $ 921,361 87.7% 90.9% $ 2,850,513 $ 2,579,066 89.0% 91.3%
Computer services....... 94,533 65,634 8.9 6.5 254,840 173,872 8.0 6.1
Communications products
and services.......... 35,674 26,339 3.4 2.6 96,057 74,300 3.0 2.6
----------- ----------- ----- ----- ----------- ----------- ----- -----
Total............... $ 1,061,704 $ 1,013,334 100.0% 100.0% $ 3,201,410 $ 2,827,238 100.0% 100.0%
----------- ----------- ----- ----- ----------- ----------- ----- -----
----------- ----------- ----- ----- ----------- ----------- ----- -----
Gross Margin:
Computer products....... $ 55,399 $ 50,347 56.7% 58.6% $ 152,209 $ 142,427 55.8% 60.3%
Computer services....... 35,267 29,244 36.1 34.1 102,855 77,089 37.7 32.7
Communications products
and services.......... 7,011 6,302 7.2 7.3 17,766 16,481 6.5 7.0
----------- ----------- ----- ----- ----------- ----------- ----- -----
Total............... $ 97,677 $ 85,893 100.0% 100.0% $ 272,830 $ 235,997 100.0% 100.0%
----------- ----------- ----- ----- ----------- ----------- ----- -----
----------- ----------- ----- ----- ----------- ----------- ----- -----
Net Earnings:
Computer products....... $ 4,708 $ 2,883 42.7% 39.8% $ 15,180 $ 7,829 47.6% 40.8%
Computer services....... 4,859 3,401 44.0 47.1 13,519 9,028 42.3 47.1
Communications products
and services.......... 1,468 945 13.3 13.1 3,227 2,326 10.1 12.1
----------- ----------- ----- ----- ----------- ----------- ----- -----
Total............... $ 11,035 $ 7,229 100.0% 100.0% $ 31,926 $ 19,183 100.0% 100.0%
----------- ----------- ----- ----- ----------- ----------- ----- -----
----------- ----------- ----- ----- ----------- ----------- ----- -----

The following table sets forth, for the indicated periods, the gross margin
percentage of the three main classifications and the consolidated gross margin
percentage of the Company.

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------ ------------------------
SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27,
1998 1997 1998 1997
----------- ----------- ----------- -----------

Gross Margin:
Computer products..................................................... 5.9% 5.5% 5.3% 5.5%
Computer services..................................................... 37.3 44.6 40.4 44.3
Communications products and services.................................. 19.7 23.9 18.5 22.2
Consolidated Gross Margin........................................... 9.2% 8.5% 8.5% 8.3%

REVENUES

Revenues for the third quarter and the first nine months of 1998 increased
$48.4 million or 4.8% and $374.2 million or 13.2% over the third quarter and the
first nine months of 1997, respectively. Revenue growth resulted from an
increase in all revenue components. Computer product revenues increased

$10.1 million or 1.1% and $271.4 million or 10.5% during the third quarter and
the first nine months of 1998, respectively, compared to the same periods in
1997. Revenues from computer services increased $28.9 million or 44.0% and $81.0
million or 46.6% during the third quarter and the first nine months of 1998,
respectively, compared to the same periods in 1997. Revenues from communications
products and services increased $9.3 million or 35.4% and $21.7 million or 29.3%
during the third quarter and the first nine months of 1998, respectively,
compared to the same periods in 1997.

For the third quarter of 1998, computer product revenues increased primarily
as a result of the acquisitions completed by the Company-owned business centers
and an increase in products shipped directly to the end-user. This increase was
partially offset by a decrease in computer products revenues through the
independent reseller channel. Acquisitions added approximately $38.4 million to
computer product revenues in the third quarter of 1998. Excluding the effects of
the acquisitions, computer product revenues through the Company-owned business
centers increased $21.3 million or 4.8% compared to the third quarter of 1997,
while computer product revenues through the independent reseller channel
decreased $49.6 million or 10.4% compared to the third quarter of 1997. Overall
computer product demand remained strong, but product availability issues, which
improved as the quarter grew to a close, constrained growth. The decrease in
revenues in the independent reseller channel was mainly attributable to the
product availability issues mentioned above and the resellers reducing their
inventory levels in response to changes in the terms and conditions offered by
the manufactuers.

For the first nine months of 1998, computer product revenues increased
primarily as a result of the acquisitions completed by the Company-owned
business centers, an increase in products shipped directly to the end-user, and
overall industry growth. Acquisitions added approximately $115.6 million to
computer product revenues in the first nine months of 1998. Excluding the
effects of the acquisitions, computer product revenues through the Company-owned
business centers increased $113.7 million or 9.4% compared to the first nine
months of 1997 and computer product revenues through the independent reseller
channel increased $42.1 million or 3.1% compared to the first nine months of
1997.

Revenues from computer services increased primarily as a result of increased
sales efforts for such service offerings, the inclusion of these services with
computer product sales, and the recent acquisitions completed by the Company.
Acquisitions added approximately $6.7 million and $20.0 million to computer
services revenues in the third quarter and the first nine months of 1998,
respectively. Excluding the effects of the acquisitions, computer services
revenues through the Company-owned business centers increased $19.2 million or
30.4% and $55.8 million or 33.7% in the third quarter and the first nine months
of 1998 versus the third quarter and the first nine months of 1997,
respectively.

Revenues from communications products and services increased as a result of
growth in the independent reseller channel.

GROSS MARGINS

The Company's consolidated gross margin percentage increased in the third
quarter and the first nine months of 1998 compared to the same periods in 1997.
This increase was primarily due to a change in the mix to include more
higher-margin computer services and communications products and services versus
lower-margin computer products. The increase in the gross margin percentage on
computer products in the third quarter of 1998 compared to the third quarter of
1997 was a result of the change in the mix to include more higher-margin direct
business. The decrease in the gross margin percentage on computer products in
the first nine months of 1998 compared to the first nine months of 1997 resulted
from continued pricing pressures in the market, which were only partially offset
by the change in the mix in the third quarter of 1998. The decrease in the gross
margin percentage for computer services in both the third quarter and the first
nine months of 1998 compared to the same periods in 1997 was attributable to
lower utilization rates realized by services specialists hired in the third
quarter and the first nine months of 1998. The lower utilitzation rates of the
newly hired services specialists were primarily a result of the time required
from when the service specialists were hired to when they became a fully
utilized and billable

resource. This decrease was partially offset by a change in the mix of services
to include more higher-margin technology support and integration services and
less lower-margin technology procurement services in both the third quarter and
the first nine months of 1998 when compared to the same periods in 1997. The
decrease in the gross margin percentage for communications products and services
in both the third quarter and the first nine months of 1998 compared to the same
periods in 1997 resulted from a change in mix to include more lower-margin sales
in the independent reseller channel.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses in the third quarter and
the first nine months of 1998 increased $4.0 million or 6.0% and $11.1 million
or 6.1% compared to the third quarter and the first nine months of 1997,
respectively. SG&A as a percent of revenues increased to 6.6% in the third
quarter of 1998 compared to 6.5% in the third quarter of 1997 primarily due to
the SG&A added by the business combinations completed since the third quarter of
1997. Excluding these business combinations, SG&A as a percentage of revenue
would have been unchanged from the third quarter of 1997 to the third quarter of
1998. In the first nine months of 1998, SG&A as a percent of revenue decreased
to 6.0% when compared to 6.4% in the first nine months of 1997 primarily from
efficiencies achieved in the costs of handling the increased product, services,
and communications revenues. Acquisitions that have been completed by the
Company and were not included in the third quarter and the first nine months of
1997 accounted for approximately $4.3 million of the SG&A in the third quarter
of 1998 and $14.4 million of the SG&A in the first nine months of 1998.

FINANCING EXPENSE

Financing expense in the third quarter and the first nine months of 1998 was
$8.8 million and $25.7 million, respectively, versus financing expense in the
third quarter and the first nine months of 1997 of $7.5 million and $21.7
million, respectively. Financing expense increased primarily as a result of
higher average daily borrowings, the temporary use of more expensive financing
during the transition to the Company's new financing agreements in the second
quarter of 1998, and a one-time financing charge recognized in the third quarter
of 1998. The one-time, pre-tax financing charge of $1.3 million, recognized
under Statement of Financial Accounting Standard No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,"
related to the sale of assets under an accounts receivable securitization
completed in July 1998. Excluding this one-time charge, financing expense in the
third quarter of 1998 was unchanged compared to the same quarter of 1997. The
average daily borrowings in the third quarter of 1998 were $56.1 million more
than average daily borrowings in the third quarter of 1997, while the average
daily borrowing rate in the third quarter of 1998 decreased approximately 71
basis points (excluding the impact of the temporary financing and the one-time
charge) compared to the same quarter of 1997.

The increase in financing expense in the first nine months of 1998 compared
to the first nine months of 1997 was primarily due to an increase in average
daily borrowings partially offset by a decrease in the average daily borrowing
rate (excluding the impact of the temporary financing and the one-time charge).
The average daily borrowings in the first nine months of 1998 were $61.2 million
more than the average daily borrowings in the first nine months of 1997, while
the average daily borrowing rate in the first nine months of 1998 decreased
approximately 54 basis points (excluding the impact of the temporary financing
and the one-time charge) versus the same period in 1997.

The increase in average daily borrowings during the third quarter and the
first nine months of 1998 resulted from financing an increase in accounts
receivable which resulted from an increase in revenues and vendor receivables
during these periods. The decrease in the average daily borrowing rate during
the third quarter and the first nine months of 1998 (excluding the impact of the
temporary financing and the one-time charge) resulted primarily from the
issuance of $86.25 million of 4.5% convertible subordinated debentures in
November 1997 (see "Liquidity and Capital Resources"), the Company's new
financing agreements, and the favorable borrowing rates in the financial
markets.

NET EARNINGS

Including the impact of the one-time financing charge (see "Financing
Expense"), net earnings for the third quarter of 1998 increased 52.7% to $11.0
million compared to net earnings of $7.2 million for the third quarter of 1997.
Share earnings for the third quarter of 1998 increased to $.57 per diluted share
from the $.55 per diluted share reported for the same period in 1997. Net
earnings for the first nine months of 1998 increased 66.4% to $31.9 million
compared to net earnings of $19.2 million for the same period in 1997. Share
earnings for the first nine months of 1998 increased to $1.71 per diluted share
from the $1.49 per diluted share reported for the same period in 1997. Excluding
the one-time, pre-tax financing charge of $1.3 million, or $0.7 million
after-tax, net earnings were $11.7 million, or $.60 per diluted share, for the
third quarter of 1998 and $32.6 million, or $1.75 per diluted share, for the
first nine month of 1998. These increases resulted from the factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are provided through a senior
secured revolving credit facility of up to $250.0 million, an asset
securitization program of up to $250.0 million, and convertible subordinated
debentures of $141.5 million.

The senior secured revolving credit facility, which expires in April 2002,
was entered into in April 1998 for $200.0 million and was increased in August
1998 to $250.0 million. The senior secured revolving credit facility is secured
by certain inventory and assets of the Company with an interest rate based on
LIBOR. On September 26, 1998, $105.0 million was outstanding under the senior
secured revolving credit facility with an interest rate of 6.8% based on LIBOR.

The $141.5 million of convertible subordinated debentures consists of $86.25
million of 4.5% convertible subordinated debentures issued in November 1997 and
$55.25 million of 6.0% convertible subordinated debentures issued in June 1996.
The 1997 debentures are due November 1, 2004 and are convertible into common
stock of the Company at a conversion rate of 25.235 shares per each $1,000
principal amount of debentures (equivalent to a conversion price of $39.63 per
share), subject to adjustments under certain circumstances. The 1997 debentures
are not redeemable by the Company prior to November 1, 2001; thereafter the
Company may redeem the debentures at various premiums to principal amount. The
1997 debentures may also be redeemed at the option of the holder if there is a
Change in Control (as defined in the indenture) at a price equal to 100% of the
principal amount plus accrued interest at the date of redemption.

The 1996 debentures are due June 15, 2006 and are convertible into common
stock of the Company at a conversion price of $24.00 per share, subject to
adjustments under certain circumstances. The 1996 debentures are not redeemable
by the Company prior to June 16, 2000; thereafter the Company may redeem the
debentures at various premiums to principal amount. The 1996 debentures may also
be redeemed at the option of the holder if there is a Change in Control (as
defined in the indenture) at a price equal to 100% of the principal amount plus
accrued interest at the date of redemption.

Upon consummation of the merger contemplated under the definitive merger
agreement with Vanstar Corporation (see "Recent Events" above) (i) each holder
of 1997 debentures and 1996 debentures can

require the Company to repurchase such holder's debentures at 100% of the
principal amount thereof, plus accrued and unpaid interest and (ii) all amounts
outstanding under the Company's $250.0 million senior secured revolving credit
facility and its agreement to fund up to $250.0 million by selling direct trade
accounts receivable, will be accelerated and immediately due, unless the Company
receives written waivers from the parties to those agreeements. The Company
intends to seek consents from the parties identified above and in the event
consents are not available or not obtained, the Company intends to refinance
these obligations if necessary.

Long-term debt was 25.5% of total long-term debt and equity on September 26,
1998 versus 30.3% on December 27, 1997. The decrease was a result of an increase
in equity due to earnings and the issuance of additional shares of common stock.

The senior secured revolving credit facility entered into in April 1998, as
amended, and the asset securitization program entered into in July 1998 contain
certain restrictive covenants, including the maintenance of minimum levels of
working capital and net worth, limitations on the amount of funded debt and
interest expense, limitations on incurring additional indebtedness, and
restrictions on the amount of dividends the Company can pay to stockholders. The
Company was in compliance with the covenants contained in the senior secured
revolving credit facility and the asset securitization facility on September 26,
1998.

The Company occasionally uses derivative financial instruments to limit the
effect of increases in the interest rates on certain floating-rate debt. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company currently has two separate interest rate swap agreements
for an aggregate notional amount of $100 million each with unrelated financial
institutions, which were entered into in March 1998 and September 1998 and
resulted in certain floating-rate interest payment obligations becoming
fixed-rate interest payment obligations at 5.7% and 5.2%, respectively. The
March 1998 interest rate swap agreement is a one-year agreement, while the
September 1998 interest rate swap agreement is a one-year agreement with a
one-year extension at the provider's option. An interest rate swap agreement
entered into in January 1997 carrying a fixed-rate interest payment obligation
at 5.8% for an aggregate notional amount of $100 million expired in January
1998, and an interest rate swap agreement entered into in October 1997 carrying
a fixed-rate interest payment obligation of 5.7% for an aggregate notional
amount of $100 million was terminated in September 1998. As a result of the
above mentioned swap agreements, financing expense was increased by
approximately $71 thousand and $194 thousand in the third quarter and the first
nine months of 1998, respectively.

During the first nine months of 1998, the Company used $30.3 million of cash
in operations. Inventory decreased by $95.5 million during the first nine months
with a portion of the decrease offset by a decrease in accounts payable of $26.6
million. Accounts receivable increased $152.3 million during the first nine
months of 1998. Inventory decreased during the first nine months of 1998 as a
result of increased sales and the Company's efforts in managing its inventory
levels. Accounts payable decreased as a result of the decrease in inventory
levels. Accounts receivable increased as a result of the increase in revenues
and an increase in vendor receivables.

The Company used $98.2 million in cash for investing activities in the first
nine months of 1998. Cash of $57.2 million was used for business combinations
and contingent payments related to business combinations. Cash of $27.5 million
was used to purchase fixtures and equipment and cash of $11.5 million was used
to make investments in unconsolidated affiliates.

Net cash provided from financing activities for the first nine months of
1998 totaled $106.2 million, of which $105.0 million was provided from
short-term borrowings.

The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing on November 1, 1998 will be
sufficient to meet working capital and capital investment needs in 1998.

RECENT ACCOUNTING PRONOUNCEMENT

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about
Segments of an Enterprise and Related Information," which requires reporting
certain information about operating segments in the financial statements and in
condensed financial statements of interim periods. The Company believes it will
be required to present segments similar to the current three main
classifications of computer products, computer services, and communications
products and services under Statement No. 131. This Statement is effective for
the Company's fiscal year ending December 26, 1998. Accordingly, disclosure will
be in the Company's year-end financial statements and subsequent interim periods
as required. Retroactive application will be required.

YEAR 2000

In 1996, the Company began preparing its computer-based systems for year
2000 ("Y2K") computer software compliance issues. Historically, certain computer
programs were written using two digits rather than four to define the applicable
year. As a result, software may recognize a date using the two digits "00" as
1900 rather than the year 2000. Computer programs that do not recognize the
proper date could generate erroneous data or cause systems to fail. The
Company's Y2K project covers both traditional computer systems and
infrastructure ("IT Systems") and computer-based hardware and software,
facilities, and equipment ("Non-IT Systems"). The Company's Y2K project has six
phases: inventory, assessment, renovation, testing, implementation, and
contingency planning.

The Company has completed an inventory and assessment of its IT Systems
which are currently between 80% and 90% Y2K compliant. The Company expects to
replace any non-compliant IT Systems by the end of the first quarter of 1999,
with testing and implementation completed by the end of the second quarter of
1999. The Company has also completed an inventory and assessment of its Non-IT
Systems, which are primarily located at its distribution centers and office
locations. The Company expects to replace any non-compliant systems by the end
of the first quarter of 1999, with testing and implementation completed by the
end of the second quarter of 1999.

The Company's Y2K project also considers the readiness of significant
customers and vendors. Such significant vendors have indicated to the Company an
expectation to be Y2K compliant. However, the non-compliance of such vendors
could impair the ability of the Company to obtain necessary products or to sell
or provide services to its customers. Disruptions of the computer systems of the
Company's vendors could have a material adverse effect on the Company's
financial conditions and results of operations for the period of such
disruption.

The Company believes that the most reasonably likely worst case Y2K scenario
is that a small number of vendors will be unable to supply components for a
short time after January 1, 2000, with a resulting disruption of product
shipments and services to the Company's customers. As part of its Y2K process,
the Company plans to develop contingency plans with respect to such scenario and
the vendors who are either unable or unwilling to develop remediation plans to
become Y2K compliant. Although these plans are yet to be developed, the Company
expects that these plans may include a combination of actions including
stockpiling of products and components and selective resourcing of business to
Y2K compliant vendors.

The Company has incurred approximately $2.3 million of Y2K project expense
to date. Future expenses are estimated to include approximately $2.2 million of
additional costs. Such cost estimates are based upon presently available
information and may change as the Company continues with its Y2K project.

INACOM CORP. AND SUBSIDIARIES
PART II--OTHER INFORMATION

ITEM 2. SALES OF UNREGISTERED SECURITIES

The Company acquired Tobek Technical Services, Inc. in July 1998 for
consideration including approximately $0.3 million in cash and 29,914 shares of
Common Stock; the business provides technology asset-management services. In
connection with contingent payments related to the December 1997 acquisition of
Computer Biz, Inc. and the February 1998 acquisition of Inacomp of Torrance, the
Company issued an aggregate of 25,997 shares of Common Stock in September 1998.
The issuances of securities were exempt from registration under Section 4(2) of
the Securities Act of 1933 and Regulation D thereunder for transactions not
involving a public offering.

ITEM 5. OTHER INFORMATION

On October 9, 1998, the Company announced that it had signed a definitive
merger agreement with Vanstar Corporation in which Vanstar will become a wholly
owned subsidiary of the Company. The transaction will be tax-free to
shareholders and will be accounted for as a pooling of interests. Vanstar's
stockholders will receive 0.64 shares of Inacom Common Stock for each share of
Vanstar. The transaction, which is subject to regulatory approval, shareholder
approval of both companies, and other customary closing conditions, is expected
to close in the fourth quarter of 1998 or the first quarter of 1999.

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

a) Exhibits.

12 Statement re: Ratio of Earnings to Fixed Charges

27 Financial Data Schedule

b) Reports on Form 8-K. The Company filed a current report on Form 8-K dated
October 9, 1998 reporting the signing of a merger agreement with Vanstar
described in Item 5 above.

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 and by the
undersigned hereunto duly authorized.

INACOM CORP.

By: /s/ David C. Guenthner
-----------------------------------------
David C. Guenthner
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Dated this 10th day of November, 1998.