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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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

FORM 10-Q

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

(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 26, 1999

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

Commission file number: 0-16114

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

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) 758-3900

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

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 August 2, 1999, there were 45,528,264 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)

JUNE 26, DECEMBER 26,
1999 1998
---------- ------------

ASSETS
Current assets:
Cash and cash equivalents....................... $ 68,377 $ 69,939
Accounts receivable, net........................ 678,247 705,305
Inventories..................................... 400,094 485,283
Other current assets............................ 73,179 59,345
---------- ------------
Total current assets.......................... 1,219,897 1,319,872
---------- ------------
Net property and equipment........................ 158,759 197,130
Cost in excess of net assets of businesses
acquired, net of accumulated amortization....... 315,728 314,462
Other assets...................................... 121,286 49,520
---------- ------------
$1,815,670 $1,880,984
---------- ------------
---------- ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................ $ 549,735 $ 554,217
Notes payable and current portion of long-term
debt.......................................... 51,522 179,829
Other current liabilities....................... 213,951 183,621
---------- ------------
Total current liabilities................... 815,208 917,667
---------- ------------
Long-term debt, less current portion.............. 373,500 201,941
Other long-term liabilities....................... 522 1,178

Company-obligated mandatorily redeemable
convertible preferred securities of subsidiary
trust holding solely convertible subordinated
debt securities of the Company.................. 195,151 194,974

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
100,000,000 shares; issued 45,396,172 shares
in 1999 and 44,795,289 in 1998................ 4,540 4,480
Additional paid-in capital...................... 415,373 407,159
Accumulated other comprehensive income.......... (2,027) (2,480)
Retained earnings............................... 15,334 157,302
---------- ------------
433,220 566,461
Unearned restricted stock....................... (1,931) (1,237)
---------- ------------
Total stockholders' equity.................... 431,289 565,224
---------- ------------
$1,815,670 $1,880,984
---------- ------------
---------- ------------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
---------------------------- ----------------------------
JUNE 26, 1999 JUNE 27, 1998 JUNE 26, 1999 JUNE 27, 1998
------------- ------------- ------------- -------------

Revenues:
Products............................................ $ 1,251,765 $ 1,630,929 $ 2,415,781 $ 3,094,793
Services............................................ 203,764 210,458 406,100 418,482
------------- ------------- ------------- -------------
1,455,529 1,841,387 2,821,881 3,513,275
------------- ------------- ------------- -------------
Direct costs:
Products............................................ 1,153,484 1,514,261 2,281,305 2,878,621
Services............................................ 127,278 129,522 300,818 254,400
------------- ------------- ------------- -------------
1,280,762 1,643,783 2,582,123 3,133,021
------------- ------------- ------------- -------------
Gross margin.......................................... 174,767 197,604 239,758 380,254
Selling, general and administrative expenses.......... 147,654 154,436 326,085 289,756
Restructuring charges................................. -- -- 103,900 --
------------- ------------- ------------- -------------
Operating income (loss)............................... 27,113 43,168 (190,227) 90,498
Financing expense, net................................ 13,387 19,563 23,611 36,003
------------- ------------- ------------- -------------
Earnings (loss) before income taxes and distributions
on preferred securities of trust.................... 13,726 23,605 (213,838) 54,495
Income tax expense (benefit).......................... 5,293 9,519 (76,328) 21,443
------------- ------------- ------------- -------------
Earnings (loss) before distributions on preferred
securities of trust................................. 8,433 14,086 (137,510) 33,052
Distributions on convertible preferred securities of
trust, net of taxes................................. 2,229 2,229 4,458 4,458
------------- ------------- ------------- -------------
Net earnings (loss)................................... $ 6,204 $ 11,857 $ (141,968) $ 28,594
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings (loss) per share:
Basic............................................... $ 0.14 $ 0.27 $ (3.15) $ 0.66
Diluted............................................. $ 0.14 $ 0.26 $ (3.15) $ 0.63
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Common shares and equivalents outstanding:
Basic............................................... 45,300 43,300 45,100 43,100
Diluted............................................. 45,700 48,900 45,100 48,600
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

INACOM CORP. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
(AMOUNTS IN THOUSANDS)

TWENTY-SIX WEEKS ENDED
----------------------------
JUNE 26, 1999 JUNE 27, 1998
------------- -------------

Cash flows from operating activities:
Net earnings (loss)............................................................... $ (141,968) $ 28,594
Adjustments to reconcile net earnings (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization................................................. 41,058 37,089
Restructuring and unusual charges............................................. 217,000 --
Deferred taxes related to restructuring and unusual charges................... (77,395) --
Changes in assets and liabilities, net of business combinations and
restructuring and unusual charges
Accounts receivable....................................................... 129,076 (41,280)
Inventories............................................................... 31,855 209,931
Prepaid expenses and other assets......................................... (8,053) (1,776)
Accounts payable.......................................................... (4,482) (276,579)
Accrued and other liabilities............................................. (37,305) (6,659)
------------- -------------
Net cash provided (used) by operating activities........................ 149,786 (50,680)
------------- -------------
Cash flows from investing activities:
Payments on restructuring and unusual charges..................................... (50,307) --
Additions to property and equipment............................................... (28,162) (45,003)
Business combinations............................................................. (2,966) (55,846)
Other............................................................................. (680) (8,678)
------------- -------------
Net cash used in investing activities................................... (82,115) (109,527)
------------- -------------
Cash flows from financing activities:
Proceeds from term loan........................................................... 200,000 --
Repurchase of convertible subordinated debentures................................. (141,500) --
Reduction in receivables sold..................................................... (106,000) --
Payments on current portion of long-term debt..................................... (14,740) (876)
Debt issuance costs............................................................... (8,794) --
(Payments on) proceeds from revolving credit and working capital facilities....... (508) 153,220
Proceeds from employee stock plans................................................ 2,743 3,947
------------- -------------
Net cash provided (used) by financing activities........................ (68,799) 156,291
------------- -------------
Change in cumulative translation adjustment......................................... (434) --
------------- -------------
Net decrease in cash and cash equivalents........................................... (1,562) (3,916)
Adjustment to conform company year ends............................................. -- 3,587
Cash and cash equivalents, beginning of year........................................ 69,939 62,068
------------- -------------
Cash and cash equivalents, end of the period........................................ $ 68,377 $ 61,739
------------- -------------
------------- -------------

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
supplemental consolidated financial statements and notes thereto contained in
the Company's report on Form 8-K dated February 17, 1999, as amended. The
results of operations for the twenty-six weeks ended June 26, 1999 are not
necessarily indicative of the results for the entire fiscal year ending December
25, 1999.

On February 17, 1999, the Company issued approximately 28.2 million shares
of common stock for all of the outstanding common stock of Vanstar Corporation,
a provider of products and services to Fortune 1000 companies and other large
enterprises. The merger was accounted for as a pooling-of-interests and,
accordingly, the Company's historical financial statements have been restated to
include the accounts and results of Vanstar as if the companies had operated
together from the beginning of the earliest period presented.

2. ACCOUNTS RECEIVABLE

In May 1999, the Company terminated one of its two asset securitization
programs, which allowed for funding of up to $250.0 million. At the same time,
the Company amended its other asset securitization program, which previously
allowed for funding of up to $175.0 million. The amended asset securitization
program provides for funding of up to $300.0 million. This amount was increased
to $350.0 million subsequent to the end of the quarter. The amended agreement is
with an unrelated financial institution and the Company, through a separate,
non-consolidated wholly-owned special purpose corporation. In connection with
the amended asset securitization program, the Company sells, on a revolving
basis, certain pooled trade accounts receivable to the special purpose
corporation, which in turn sells a percentage ownership interest in the pooled
trade accounts receivable to a commercial paper conduit sponsored by the
unrelated financial institution. The transactions have been recorded as a sale
in accordance with Statement of Financial Accounting Standards (SFAS) No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." The amount of the pooled trade accounts receivable, which
totaled $589.0 million as of June 26, 1999, is reflected as a reduction to
accounts receivable. The Company retains an interest in certain amounts of the
assets sold. As of June 26, 1999, the amount of that retained interest totaled
$289.0 million and is included in accounts receivable. The Company is retained
as servicer of the pooled trade accounts receivable. Although management
believes that the servicing revenues earned will be adequate compensation for
performing the services, estimating the fair value of the servicing asset was
not considered practicable. Consequently, a servicing asset has not been
recognized. The gross proceeds resulting from the sale of the percentage
ownership interests in the pooled trade accounts receivable totaled $300.0
million as of June 26, 1999. Changes in the amount of pooled trade accounts
receivable sold are included in cash flows from financing activities in the
consolidated statements of cash flows. On June 26, 1999, the implicit interest
rate on the trade accounts receivable sale transaction was 5.7%.

3. DEBT

In April 1999, the Company entered into a $450.0 million revolving credit
and amortizing term loan facility with Deutsche Bank, as agent. This new
facility is a combined senior secured $200.0 million amortizing term loan and
$250.0 million revolving credit facility. The previous $250.0 million senior

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

3. DEBT (CONTINUED)
secured revolving credit facility entered into in July 1998 with Deutsche Bank,
as agent, and with other syndicated banks was terminated. Also, on March 31,
1999, the Company's $350.0 million inventory and working capital financing
agreement with IBM Credit Corp. ("IBMCC") expired. The terminated $250.0 million
senior secured revolving credit facility with Deutsche Bank and the
working-capital portion of the IBMCC financing agreement were replaced by the
$450.0 million revolving credit and term loan facility with Deutsche Bank, as
agent. The non-interest-bearing floor planning portion of the financing
agreement with IBMCC was transferred to an existing $200.0 million floor
planning facility with IBMCC.

On May 3, 1999, the Company repurchased the entire $141.5 million principal
amount of convertible subordinated debentures, which consisted 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 and the 1996 debentures were subject to redemption at the option
of the holder if there was 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 merger between InaCom and Vanstar was deemed a Change in
Control. As a result, the Company repurchased the $141.5 million principal
amount of the 1997 and 1996 debentures.

4. SEGMENT REPORTING

The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information", in 1998, which changed the way the Company
reports information about its operating segments. The Company has various
management teams and infrastructures, which offer different products and
services. The Company has identified two reportable segments: products and
services. The product segment includes the sales of desktops, laptops, servers,
monitors, printers, operating systems software, phone systems, voice mail, voice
processing, data network equipment and multiple small office-home office
offerings. The services segment includes sales of integrated life cycle
services, which encompasses technology planning, procurement, integration,
support, and management.

Summarized financial information concerning the Company's reportable
segments is shown in the following table.

Revenues:
Products.......................................... $ 1,251,765 $ 1,630,929 $ 2,415,781 $ 3,094,793
Services.......................................... 203,764 210,458 406,100 418,482
------------- ------------- ------------- -------------
Total........................................... $ 1,455,529 $ 1,841,387 $ 2,821,881 $ 3,513,275
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Segment earnings (loss) before taxes and distributions
on convertible preferred securities of the trust:
Products.......................................... $ 12,241 $ 16,477 $ (150,111) $ 39,516
Services.......................................... 1,485 7,128 (63,727) 14,979
------------- ------------- ------------- -------------
Total........................................... $ 13,726 $ 23,605 $ (213,838) $ 54,495
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

For the twenty-six weeks ended June 26, 1999, segment earnings (loss) before
taxes includes the impact of $217.0 million in restructuring and unusual
charges, of which $158.0 million is in the products segment and $59.0 million is
in the services segment.

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5. EARNINGS PER SHARE

Basic earnings per share are computed using the weighted-average number of
shares of common stock outstanding during the period. Diluted earnings per share
are computed using the weighted-average number of shares of common stock
outstanding and dilutive potential common stock outstanding during the period.
The earnings per share calculations are as follows:

BASIC EARNINGS PER SHARE
Net earnings (loss)................................. $ 6,204 $ 11,857 $ (141,968) $ 28,594
------------- ------------- ------------- -------------
Weighted-average number of common shares
outstanding....................................... 45,300 43,300 45,100 43,100
------------- ------------- ------------- -------------
Earnings (loss) per share........................... $ 0.14 $ 0.27 $ (3.15) $ 0.66
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
DILUTED EARNINGS PER SHARE
Net earnings (loss)................................. $ 6,204 $ 11,857 $ (141,968) $ 28,594
Net after-tax interest savings on convertible
subordinated debentures........................... -- 1,062 -- 2,123
------------- ------------- ------------- -------------
Net earnings (loss) used in diluted earnings per
share calculation................................. $ 6,204 $ 12,919 $ (141,968) $ 30,717
------------- ------------- ------------- -------------
Weighted-average number of common shares
outstanding....................................... 45,300 43,300 45,100 43,100
Common equivalent shares from stock options and
convertible subordinated debentures............... 400 5,600 -- 5,500
------------- ------------- ------------- -------------
Shares used in diluted earnings per share
calculation....................................... 45,700 48,900 45,100 48,600
------------- ------------- ------------- -------------
Diluted earnings (loss) per share................... $ 0.14 $ 0.26 $ (3.15) $ 0.63
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------

For the twenty-six weeks ended June 26, 1999, basic and diluted earnings per
share are the same. As a result of the net loss for the period, calculating
diluted earnings per share including the dilutive potential common shares would
have resulted in diluted earnings per share being anti-dilutive.

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. Funds
or credits are 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 on an annual basis.

7. BUSINESS COMBINATIONS

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. BUSINESS COMBINATIONS (CONTINUED)
accordingly, the Company's historical financial statements have been restated to
include the accounts and results of Vanstar as if the companies had operated
together from the beginning of the earliest period presented.

Also, during the first six months of 1999, the Company made contingent
payments based on certain performance criteria in relation to business
combinations consummated in prior years. The total contingent payments were $9.4
million, which included $3.0 million in cash and 333,394 shares of common stock.

8. RESTRUCTURING AND UNUSUAL CHARGES

In conjunction with the merger of InaCom and Vanstar along with the
Company's efforts to address current market conditions, the Company recognized
previously announced restructuring and other unusual charges during the first
quarter of 1999. These charges include items presented as restructuring costs as
defined by Emerging Issues Task Force 94-3 and other unusual charges. The
restructuring charges are in conjunction with the Company's previously announced
plans to integrate and consolidate operations of InaCom and Vanstar following
the February 17, 1999 merger. The restructuring and unusual pre-tax charges
totaled $217.0 million, of which $75.9 million will not require cash payments
and include charges for duplicate fixed assets and duplicate inventory
(including service parts). The remaining $141.1 million will require cash
payments to be made for termination fees upon the closure of duplicate leased
facilities, to employees for severance, for contract terminations and vendor
purchase commitments, and for other direct costs related to the merger with
Vanstar.

RESTRUCTURING CHARGES

Restructuring charges of $103.9 million include the cost of involuntary
employee separation benefits, leased facility closures and consolidations,
losses on abandonment or disposal of leasehold improvements and equipment,
termination of certain contracts and agreements, and professional fees
associated with the merger. Employee separation benefits of $33.6 million
include amounts to be paid for severance, medical, and other benefits for 1,340
permanent full-time employees that will be severed in accordance with
management's integration and consolidation plan. As of June 26, 1999, 892
employees had been severed and $21.6 million in separation benefits had been
paid and subsequently charged against the separation benefits reserve. The
Company estimates all separation activities to be completed by the end of 1999.

Duplicate leased facility closure and consolidation costs of $47.5 million
include amounts to be paid for lease termination fees, losses on abandonment or
disposal of leasehold improvements, equipment, and capitalized software, net of
estimated disposal values in accordance with management's integration and
consolidation plan. As of June 26, 1999, 75 leases have been terminated and $3.4
million in lease termination fees have been paid and subsequently charged
against the facility closure and consolidation reserve along with $4.0 million
in losses on the abandonment and disposal of leasehold improvements, equipment,
and capitalized software. The Company estimates all facility closures and
consolidations to be completed by the end of 1999.

Termination costs for certain contracts and agreements of $8.2 million
include the fees to be paid upon the termination and cancellation of contracts
and agreements pursuant to management's integration and consolidation plan.
Other direct costs related to the merger of $14.6 million include fees paid to
financial advisors, legal counsel, and independent auditors. As of June 26,
1999, $20.2 million had been

INACOM CORP. AND SUBSIDIARIES

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8. RESTRUCTURING AND UNUSUAL CHARGES (CONTINUED)
paid pursuant to the termination of contracts and agreements and to financial
advisors, legal counsel, and independent auditors.

Reserves accrued for the restructuring charges are reflected as an increase
in current liabilities on the Company's balance sheet dated June 26, 1999. As of
June 26, 1999 the restructuring charges reserve had a balance of $54.7 million,
which includes provision amounts of $103.9 million less charges to the reserve
of $49.2 million.

UNUSUAL CHARGES

Unusual charges of $113.1 million not presented as restructuring charges are
reflected in direct costs ($86.1 million) and selling, general, and
administrative expenses ($27.0 million). In direct costs, the unusual charges
are reflected in the products segment ($46.5 million) and the services segment
($39.6 million). In selling, general, and administrative expenses, the unusual
charges are reflected in the products segment ($23.0 million) and the services
segment ($4.0 million). The unusual charges include non-cash charges primarily
related to the losses incurred on liquidating certain duplicative inventories
(including service parts) and $4.0 million to record estimated losses on the
collection of certain trade accounts in conjunction with the recent developments
regarding such accounts. The unusual charges also include cash charges related
to certain vendor purchase commitments and other integration costs associated
with merger activities.

Losses on the liquidation of certain duplicative inventories and vendor
purchase commitments of $86.1 million include losses on the disposal of
duplicative inventories and service parts of $43.6 million. Additional charges
of $42.5 million include the estimated losses to be realized on the disposal of
other duplicative inventories as additional inventory and service part
facilities are consolidated, in accordance with management's integration and
consolidation plan, along with certain vendor purchase commitments assumed in
the Vanstar merger for which there is no future economic benefit for the
combined company. Cash requirements related to the purchase commitments of $14.0
million in 1999 and $20.0 million in 2000 will be paid from the Company's
revolving credit facility. As of June 26, 1999, $54.0 million in losses on the
liquidation of certain duplicative inventories and vendor purchase commitments,
including losses on the disposal of duplicative inventories and service parts,
have been charged against the inventory reserve. The remaining inventory reserve
balance of $32.1 million which was established for these estimated losses, is
reflected as a contra-asset to inventory on the Company's balance sheet dated
June 26, 1999. The Company estimates that all liquidation and disposal
activities for duplicative inventory and service parts will be completed by the
end of 1999 after all inventory and service part facilities are consolidated.

Integration costs associated with the merger of $23.0 million, which were
paid by March 27, 1999, include the costs incurred by the Company to effect the
Vanstar merger and to integrate the continuing operations of the combined
companies. The costs consist of the expense of furnishing information to
stockholders, fees of certain integration consultants, and expenses related to
the service of certain employees. These costs include both first quarter 1999
costs and previously deferred costs recognized upon consummation of the merger
with Vanstar.

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 26, 1998. 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.

RESULTS OF OPERATIONS

The following tables set forth, for the indicated periods, revenues, gross
margins, and net earnings (loss) before distributions on convertible preferred
securities of trust and the mix of revenues, gross margins, and net earnings
(loss) before distributions on convertible preferred securities of trust for
each of the Company's operating segments.

SUMMARY OF OPERATING RESULTS
(DOLLARS IN THOUSANDS)

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
-------------------------------------------------- -------------------------------------
JUNE 26, JUNE 27, JUNE 26, JUNE 27, JUNE 26, JUNE 27, JUNE 26,
1999 1998 1999 1998 1999(1) 1998 1999(1)
----------- ----------- ----------- ----------- ----------- ----------- -----------

Revenues:
Products....................... $ 1,251,765 $ 1,630,929 86.0% 88.6% $ 2,415,781 $ 3,094,793 85.6%
Services....................... 203,764 210,458 14.0 11.4 406,100 418,482 14.4
----------- ----------- ----- ----- ----------- ----------- -----
Total........................ $ 1,455,529 $ 1,841,387 100.0% 100.0% $ 2,821,881 $ 3,513,275 100.0%
----------- ----------- ----- ----- ----------- ----------- -----
----------- ----------- ----- ----- ----------- ----------- -----
Gross margin:
Products....................... $ 98,281 $ 116,668 56.2% 59.0% $ 134,476 $ 216,172 56.1%
Services....................... 76,486 80,936 43.8 41.0 105,282 164,082 43.9
----------- ----------- ----- ----- ----------- ----------- -----
Total........................ $ 174,767 $ 197,604 100.0% 100.0% $ 239,758 $ 380,254 100.0%
----------- ----------- ----- ----- ----------- ----------- -----
----------- ----------- ----- ----- ----------- ----------- -----
Earnings (loss) before
distributions on convertible
preferred securities of trust:
Products....................... $ 7,521 $ 9,832 89.2% 69.8% $ (96,600) $ 23,978 70.2%
Services....................... 912 4,254 10.8 30.2 (40,910) 9,074 29.8
----------- ----------- ----- ----- ----------- ----------- -----
Total........................ $ 8,433 $ 14,086 100.0% 100.0% $ (137,510) $ 33,052 100.0%
----------- ----------- ----- ----- ----------- ----------- -----
----------- ----------- ----- ----- ----------- ----------- -----

JUNE 27,
1998
-----------

Revenues:
Products....................... 88.1%
Services....................... 11.9
-----
Total........................ 100.0%
-----
-----
Gross margin:
Products....................... 56.8%
Services....................... 43.2
-----
Total........................ 100.0%
-----
-----
Earnings (loss) before
distributions on convertible
preferred securities of trust:
Products....................... 72.5%
Services....................... 27.5
-----
Total........................ 100.0%
-----
-----

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

(1) Gross margin includes the impact of $86.1 million in unusual charges, of
which $46.5 million is in products and $39.6 million is in services.
Earnings (loss) before distributions on convertible preferred securities of
trust includes the impact of $139.6 million after tax in restructuring and
unusual charges, of which $101.7 million is in products and $37.9 million is
in services.

The following table sets forth for the indicated periods the gross margin
percentage of the two operating segments and the consolidated gross margin
percentage of the Company.

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
-------------------------------- ------------------------------------
JUNE 26, 1999 JUNE 27, 1998 JUNE 26, 1999(1) JUNE 27, 1998
--------------- --------------- ------------------- ---------------

Gross margin:
Products...................... 7.9% 7.2% 5.6% 7.0%
Services...................... 37.5 38.5 25.9 39.2
Consolidated gross margin... 12.0% 10.7% 8.5% 10.8%

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

(1) Gross margin includes the impact of $86.1 million in unusual charges, of
which $46.5 million is in products and $39.6 million is in services.

REVENUES

Revenues for the second quarter and the first six months of 1999 decreased
$385.9 million or 21.0% and $691.4 million or 19.7% over the second quarter and
first six months of 1998, respectively. The decrease in revenues resulted from a
decline in both business segments. Product revenues for the second quarter and
the first six months of 1999 decreased $379.2 million or 23.2% and $679.0
million or 21.9%, respectively, when compared to the same periods in 1998.
Services revenues for the second quarter and the first six months of 1999
decreased $6.7 million or 3.2% and $12.4 million or 3.0%, respectively, when
compared to the same periods in 1998.

In the second quarter and the first six months of 1999, product revenues
decreased primarily as a result of weak market conditions and reduced sales
momentum during the pendency of the merger with Vanstar. This reduced sales
momentum carried over from the first quarter to the second quarter, however,
product revenues improved in the second quarter of 1999 compared to the first
quarter of 1999. Product revenues through the client direct side of the business
decreased $122.1 million or 11.2% and $200.9 million or 9.5% in the second
quarter and the first six months of 1999 compared to the second quarter and the
first six months of 1998, respectively. This decrease was primarily a result of
the factors mentioned above. Product revenues through the independent dealer
channel decreased $257.1 million or 47.3% and $478.1 million or 48.7% in the
second quarter and the first six months of 1999 compared to the second quarter
and the first six months of 1998, respectively. Market conditions, including
increased pricing pressures in the independent dealer channel, and the reduced
sales momentum mentioned above contributed to the decline in the independent
dealer channel. Furthermore, with the decrease in inventory levels and the
decrease in manufacturer funded programs and incentives in the second quarter
and the first six months of 1999 compared to the second quarter and the first
six months of 1998, the Company continued to focus on more profitable
distribution opportunities rather than the high-volume, lower-margin side of the
distribution business.

In the second quarter and the first six months of 1999, revenues from
services decreased primarily as a result of reduced sales momentum during the
pendency of the merger with Vanstar. The factors contributing to a decline in
product revenues also contributed to the decline for services sold with
products.

GROSS MARGINS

The Company's consolidated gross margin percentage increased in the second
quarter of 1999 compared to the same period in 1998. This increase was primarily
due to an improvement in the gross margin percentage on products and a change in
the mix of revenues to include more of the higher-margin services. This increase
was partially offset by a decline in the gross margin percentage on services in
the second quarter of 1999 compared to the second quarter of 1998.

The gross margin percentage on products increased in the second quarter of
1999 compared to the second quarter of 1998 primarily due to the realization of
merger-related synergies and cost savings, which result from the leveraging of
the combined company's strength, and a change in the mix of product revenues to
include more of the higher-margin client direct revenues versus lower-margin
independent dealer revenues.

The gross margin percentage on services decreased in the second quarter of
1999 compared to the second quarter of 1998 primarily due to a shortfall in
services revenues that resulted in higher direct labor costs as a percentage of
revenues due to lower utilization rates.

The Company's consolidated gross margin percentage decreased in the first
six months of 1999 compared to the same period in 1998. This decrease was due to
$86.1 million in unusual charges recognized by the Company in the first quarter
of 1999 that were reflected in direct costs (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the Company's consolidated gross
margin percentage increased to 11.5% in the first six months of 1999 compared to
10.8% in the first six months of 1998. This increase was primarily due to a
change in the mix of revenues to include more of the higher-margin services and
an improvement in the gross margin percentage on products due to the realization
of merger-related synergies in the second quarter of 1999. This increase was
partially offset by a decline in the gross margin percentage on services in the
first six months of 1999 compared to the first six months of 1998.

The gross margin percentage on products decreased in the first six months of
1999 compared to the first six months of 1998 due to $46.5 million in unusual
charges recognized by the Company in the first quarter of 1999 that were
reflected in the direct costs of products (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the gross margin percentage on
products increased to 7.5% in the first six months of 1999 compared to 7.0% in
the first six months of 1998. This increase was primarily due to a change in the
mix of product revenues to include more of the higher-margin client direct
revenues versus lower-margin independent dealer revenues and the realization of
merger-related synergies and cost savings in the second quarter of 1999.

The gross margin percentage on services decreased in the first six months of
1999 compared to the first six months of 1998 primarily due to $39.6 million in
unusual charges recognized by the Company in the first quarter of 1999 that were
reflected in the direct costs of services (see "Restructuring and Unusual
Charges"). Excluding these unusual charges, the gross margin percentage on
services decreased to 35.7% in the first six months of 1999 compared to 39.2% in
the first six months of 1998. This decrease was primarily due to a shortfall in
services revenues that resulted in higher direct labor costs as a percentage of
revenues due to lower utilization rates. This decrease was partially offset by
the adjustment of the services work force that started during the second quarter
of 1999.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses in the second quarter of
1999 decreased $6.8 million or 4.4% compared to the second quarter of 1998 due
to the realization of cost savings associated with the merger that was
consummated in the first quarter of 1999. These cost savings resulted from
reductions in employee head count and closings of duplicate facilities. SG&A as
a percent of revenues increased to 10.1% in the second quarter of 1999 compared
to 8.4% in the second quarter of 1998. The increase in SG&A as a percentage of
revenues was primarily due to the shortfall in revenues, which was only
partially offset by the realization of merger-related cost savings.

SG&A expenses in the first six months of 1999 increased $36.3 million or
12.5% compared to the first six months of 1998. SG&A as a percent of revenues
increased to 11.6% in the first six months of 1999 compared to 8.2% in the first
six months of 1998. These increases were primarily due to $27.0 million in
unusual charges recognized by the Company in the first quarter of 1999 (see
"Restructuring and Unusual Charges"). Excluding these unusual charges, SG&A
increased $9.3 million or 3.2% in the first six months

of 1999 compared to the same period in 1998 and SG&A as a percentage of revenues
increased to 10.6%. The increase in SG&A as a percentage of revenues was
primarily due to the shortfall in revenues, which was only partially offset by
the realization of merger-related cost savings in the second quarter of 1999.

RESTRUCTURING AND UNUSUAL CHARGES

RESTRUCTURING CHARGES

Duplicate leased facility closure and consolidation costs of $47.5 million
include amounts to be paid
for lease termination fees, losses on abandonment or disposal of leasehold
improvements, equipment, and capitalized software, net of estimated disposal
values in accordance with management's integration and consolidation plan. As of
June 26, 1999, 75 leases have been terminated and $3.4 million in lease
termination fees have been paid and subsequently charged against the facility
closure and consolidation reserve along with $4.0 million in losses on the
abandonment and disposal of leasehold improvements, equipment, and capitalized
software. The Company estimates all facility closures and consolidations to be
completed by the end of 1999.

UNUSUAL CHARGES

unusual charges are reflected in the products segment ($46.5 million) and the
services segment ($39.6 million). In selling, general, and administrative
expenses, the unusual charges are reflected in the products segment ($23.0
million) and the services segment ($4.0 million). The unusual charges include
non-cash charges primarily related to the losses incurred on liquidating certain
duplicative inventories (including service parts) and $4.0 million to record
estimated losses on the collection of certain trade accounts in conjunction with
the recent developments regarding such accounts. The unusual charges also
include cash charges related to certain vendor purchase commitments and other
integration costs associated with merger activities.

FINANCING EXPENSE

Financing expense was $13.4 million and $23.6 million in the second quarter
and the first six months of 1999, respectively, versus $19.6 million and $36.0
million in the second quarter and the first six months of 1998, respectively.
Financing expense in the second quarter and the first six months of 1999
decreased when compared to the same periods in 1998 primarily as a result of
lower borrowings partially offset by higher borrowing rates. The decrease in
borrowings resulted from a reduction in inventory levels. The increase in the
borrowing rates resulted primarily from the Company's transition to new
financing agreements following the merger. The Company's $141.5 million
principal amount of convertible subordinated debentures, which carried lower
borrowing rates, were subject to redemption at the option of the holder if there
was a Change in Control (as defined in the indenture). The merger was deemed a
Change in Control and as a result the Company repurchased the debentures. The
Company's asset securitization facilities, which also carried lower borrowing
rates, were used less extensively during the second quarter and the first six
months of 1999 as one agreement was terminated and the other was amended. These
factors caused the Company to borrow more under its other financing agreements,
which carried higher rates.

DISTRIBUTION ON CONVERTIBLE PREFERRED SECURITIES OF TRUST, NET OF TAX

In October 1996, the Vanstar Financing Trust (the "Trust"), a special
purpose financing trust formed by Vanstar, issued 4,025,000 6 3/4% trust
convertible preferred securities. Distributions on the preferred securities
accrue at an annual rate of 6 3/4% of the liquidation value of $50 per security
($201,250,000 in the

aggregate) and are included in "Distributions on convertible preferred
securities of trust, net of income taxes" in the Consolidated Statements of
Operations. The distributions on the preferred securities of trust, net of
income taxes, totaled $2.2 million in the second quarter of 1999 and 1998 and
$4.5 million in the first six months of 1999 and 1998.

NET EARNINGS (LOSS)

Net earnings (loss) are reported after giving effect to the distributions on
convertible preferred securities of trust. Net earnings for the second quarter
of 1999 were $6.2 million, or $0.14 per diluted share, compared to net earnings
for the second quarter of 1998 of $11.9 million, or $0.26 per diluted share. The
decrease resulted from the factors discussed above.

Including the impact of the restructuring and unusual charges recorded by
the Company in the first quarter of 1999 (see "Restructuring and Unusual
Charges"), the net loss for the first six months of 1999 was $142.0 million, or
$3.15 per diluted share, compared to net earnings for the first six months of
1998 of $28.6 million, or $0.63 per diluted share. Excluding the restructuring
and unusual charges of $139.6 million after tax, the net loss for the first six
months of 1999 was $2.4 million, or $0.05 per diluted share. The decrease
resulted from the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are provided through a $450.0
million revolving credit and amortizing term loan facility with Deutsche Bank,
as agent, and a $350.0 million asset securitization program with Nesbitt Burns
Securities, Inc., as agent. The Company's capital resources also include $201.3
million in Company-obligated mandatorily redeemable convertible preferred
securities of a subsidiary trust holding solely convertible subordinated debt
securities of the Company.

In April 1999, the Company entered into a $450.0 million revolving credit
and term loan facility with Deutsche Bank, as agent. This new facility is a
combined senior secured $250.0 million revolving credit facility and $200.0
million amortizing term loan. On June 26, 1999, $423.5 million was outstanding
under the facility, of which $236.0 million was outstanding under the revolving
credit portion and $187.5 million was outstanding under the amortizing term loan
portion, at an interest rate of 7.4%.

In December 1996, the Company established an asset securitization facility,
which was amended in May 1999 to provide the Company with up to $300.0 million
in available credit. This amount was increased to $350.0 million subsequent to
the end of the quarter. Pursuant to this asset securitization facility, the
Company, through a wholly-owned subsidiary, sells an undivided percentage
ownership interest in certain pooled trade accounts receivable. As of June 26,
1999, the gross proceeds resulting from the sale of the percentage ownership
interests in the pooled trade accounts receivable totaled $300.0 million. On
June 26, 1999, the implicit interest rate on the trade accounts receivable sale
transaction was 5.7%.

In July 1998, the Company entered into a separate asset securitization
facility to fund up to $250.0 million by selling certain direct division trade
accounts receivable, with limited recourse, to an unrelated financial
institution. This facility was terminated in May 1999.

In October 1996, the Company's subsidiary trust issued certain preferred
securities, raising gross proceeds of $201.3 million. The holders of the
preferred securities are entitled to cumulative cash distributions at an annual
rate of 6 3/4% of the liquidation amount of $50 per security. The distributions
are payable quarterly in arrears in the aggregate amount of approximately $3.5
million per quarter. The aggregate net proceeds to the Company from this
offering totaled $194.4 million after selling expenses, discounts, and
commissions. The preferred securities are convertible at the option of the
holder into InaCom common stock at a conversion rate of 1.113 shares of InaCom
common stock for each preferred security (equivalent to a conversion price of
$44.92 per share).

The Company's credit facilities 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. As of June 26, 1999, the Company was in
compliance with the covenants contained in these agreements.

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. As of June 26, 1999, the Company had three separate interest rate swap
agreements each for an aggregate notional amount of $100 million with unrelated
financial institutions, which were entered into in September 1998, November
1998, and January 1999, and resulted in certain floating-rate interest payment
obligations becoming fixed-rate interest payment obligations at 5.2%, 4.7%, and
5.0%, respectively. The September 1998 interest rate swap agreement is a
one-year agreement with a one-year extension at the provider's option. The
November 1998 interest rate swap is a four-year agreement with a call provision
at the provider's option after three years. The January 1999 interest rate swap
agreement is a three-year agreement with a call provision at the provider's
option after two years. As a result of the above-mentioned swap agreements,
financing expense was unaffected in the first six months of 1999.

During the first six months of 1999, the Company generated $149.8 million of
cash from operations. A decrease in accounts receivable, excluding the effects
of the sales under the asset securitization programs, increased cash flow from
operations by $129.1 million. A decrease in inventory increased cash flow from
operations by $31.9 million during the first six months of 1999 with a portion
of the decrease offset by a decrease in accounts payable of $4.5 million. A
decrease in accrued and other liabilities and an increase in prepaid expenses
and other assets decreased cash flow from operations by $37.3 million and $8.1
million, respectively. Accounts receivable decreased as a result of lower
revenues and the Company's efforts in managing its receivables. Inventory
decreased primarily as a result of the Company's efforts in managing its
inventory levels and lower revenues.

The Company used $82.1 million in cash for investing activities in the first
six months of 1999. Cash of $50.3 million was used to make payments associated
with restructuring and unusual charges, cash of $28.2 million was used to
purchase fixtures and equipment, and cash of $3.6 million was used for
contingent payments on prior years' business combinations and additions to other
assets.

Net cash used in financing activities in the first six months of 1999
totaled $68.8 million. $141.5 million was used to repurchase the Company's
convertible subordinated debentures, $106.0 million was used to reduce amounts
outstanding under the asset securitization programs, $14.7 million was used to
pay current portion of long-term debt, $8.8 million was used to pay debt
issuance costs associated with the new revolving credit and term loan facility,
and $0.5 million was used to reduce amounts outstanding under the revolving
credit and working capital facilities. This was partially offset by $200.0
million in proceeds from the term loan facility and $2.7 million in cash
provided by the issuance of stock under employee stock plans.

The Company believes the funding expected to be generated from operations
and provided by the credit facilities existing on June 26, 1999 will be
sufficient to meet working capital and capital investment needs in 1999.

YEAR 2000

The Company began preparing its computer-based systems for year 2000 ("Y2K")
computer software compliance issues in 1996. 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 completed the remediation of its critical business systems
during the fourth quarter of 1998. The Company expects to complete the testing
and implementation of the compliant systems, which replaced non-compliant
systems, by the end of the third quarter of 1999. The Company will replace
non-compliant systems acquired during its recent merger with Vanstar in the
third 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 complete the
testing and implementation of the non-IT, compliant systems, which replaced the
non-IT, non-compliant systems, by the end of the third 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 is developing contingency plans with respect to such a scenario and
the vendors who are either unable or unwilling to develop remediation plans to
become Y2K compliant. The Company's contingency plans will contain a combination
of actions including stockpiling of products and components and selective
resourcing of business to Y2K compliant vendors.

The Company had incurred approximately $5.8 million of Y2K project expenses
as of June 26, 1999. Future expenses are estimated to include approximately $0.6
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 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

27 Financial Data Schedule

(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ended June 26, 1999.

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 August, 1999.