<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


For the three months ended September 30, 2001     Commission File Number 0-14371
---------------------------------------------     ------------------------------


                            COMPUCOM SYSTEMS, INC.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


             Delaware                                          38-2363156
---------------------------------------                  ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

7171 Forest Lane, Dallas, TX                                     75230
----------------------------------------                 ----------------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code:          (972) 856-3600
                                                         ----------------------




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X     No
     ---         ---

The number of shares of the Registrant's common stock outstanding as of November
9, 2001 was 48,169,359 shares.


-------------------------------------------------------------------------------
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                     Index

                                                                            Page
PART I.     FINANCIAL INFORMATION                                           ----
-------     ---------------------

Item 1.     Financial Statements (unaudited)

            Condensed Consolidated Balance Sheets
               September 30, 2001 and December 31, 2000                       3

            Condensed Consolidated Statements of Operations
               Three and nine months ended September 30, 2001 and 2000        4

            Condensed Consolidated Statements of Cash Flows
               Nine months ended September 30, 2001 and 2000                  5

            Notes to Condensed Consolidated Financial Statements              6

Item 2.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     14

Item 3.     Quantitative and Qualitative Disclosure About Market Risk        22



PART II.    OTHER INFORMATION
-------     -----------------

Item 6.     Exhibits and Reports on Form 8-K                                 22


                                       2
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets
                                (In thousands)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                               September 30,           December 31,
                                                                                   2001                    2000
                                                                             ------------------      ------------------
<S>                                                                          <C>                     <C>
                      Assets
                      ------
Current assets:
    Cash and cash equivalents                                                         $100,583                $ 14,857
    Receivables                                                                        144,632                 224,639
    Inventories                                                                         36,217                  77,207
    Other                                                                                3,381                   7,626
                                                                             ------------------      ------------------
         Total current assets                                                          284,813                 324,329

Property and equipment, net                                                             30,503                  24,304

Cost in excess of fair value of tangible net assets
    purchased, less accumulated amortization                                            94,443                  77,721
Other non-current assets                                                                 9,962                  10,006
                                                                             ------------------      ------------------

                                                                                      $419,721                $436,360
                                                                             ==================      ==================

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:
    Accounts payable                                                                  $100,904                $112,485
    Accrued liabilities                                                                 85,356                  94,323
                                                                             ------------------      ------------------
         Total current liabilities                                                     186,260                 206,808

Stockholders' equity:
    Preferred stock                                                                     15,000                  15,000
    Common stock                                                                           496                     492
    Additional paid-in capital                                                          75,838                  75,354
    Retained earnings                                                                  147,696                 143,370
    Treasury stock                                                                      (5,569)                 (3,160)
    Notes receivable for the sale of stock                                                   -                  (1,504)
                                                                             ------------------      ------------------
         Total stockholders' equity                                                    233,461                 229,552
                                                                             ------------------      ------------------

                                                                                      $419,721                $436,360
                                                                             ==================      ==================
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
            Three and Nine Months Ended September 30, 2001 and 2000
                   (In thousands, except per share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                   Three months ended                         Nine months ended
                                                      September 30,                             September 30,
                                                 2001               2000                   2001                2000
                                           -----------------   ----------------       ----------------    ---------------
<S>                                        <C>                 <C>                    <C>                 <C>
Revenue:
    Product                                       $ 332,877          $ 656,383            $ 1,234,956        $ 1,805,488
    Service                                          71,883             68,493                212,801            196,710
                                           -----------------   ----------------       ----------------    ---------------
      Total revenue                                 404,760            724,876              1,447,757          2,002,198
                                           -----------------   ----------------       ----------------    ---------------

Cost of revenue:
    Product                                         299,792            604,404              1,121,887          1,669,369
    Service                                          45,638             41,206                137,382            130,089
                                           -----------------   ----------------       ----------------    ---------------
      Total cost of revenue                         345,430            645,610              1,259,269          1,799,458
                                           -----------------   ----------------       ----------------    ---------------

         Gross margin                                59,330             79,266                188,488            202,740

Operating expenses:
    Selling                                          14,927             20,831                 52,029             64,513
    Service                                          14,359             12,985                 41,674             37,377
    General and administrative                       22,446             27,358                 66,924             73,777
    Depreciation and amortization                     5,205              5,265                 16,594             16,344
    Restructuring charges                                 -                  -                      -              5,169
                                           -----------------   ----------------       ----------------    ---------------
      Total operating expenses                       56,937             66,439                177,221            197,180
                                           -----------------   ----------------       ----------------    ---------------

Earnings from operations                              2,393             12,827                 11,267              5,560

Financing expense                                      (455)            (4,326)                (2,932)           (11,797)
Other income                                              -                  -                      -              1,958
                                           -----------------   ----------------       ----------------    ---------------
Earnings (loss) before income taxes                   1,938              8,501                  8,335             (4,279)

Income taxes (benefit)                                  776              3,401                  3,335             (1,712)
                                           -----------------   ----------------       ----------------    ---------------

Net earnings (loss)                               $   1,162          $   5,100            $     5,000        $    (2,567)
                                           =================   ================       ================    ===============

Earnings (loss) per common share:
      Basic                                       $     .02          $     .10            $       .09             ($0.07)
      Diluted                                     $     .02          $     .10            $       .09             ($0.07)

Average common shares outstanding:

      Basic                                          48,146             48,909                 47,988             48,615
      Diluted                                        49,355             49,238                 48,557             48,615
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Cash Flows
                                (In thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                               Nine months ended September 30,
                                                                                 2001                   2000
                                                                            ----------------      -----------------
<S>                                                                         <C>                   <C>
Cash flows from operating activities:

    Net earnings (loss)                                                             $ 5,000              $  (2,567)
    Adjustments to reconcile net earnings (loss) to net
      cash provided by (used in) operating activities:
         Depreciation and amortization                                               16,594                 16,344
         Deferred income taxes                                                       (1,856)                  (217)
         Restructuring charges                                                            -                  5,169
         Other income                                                                     -                 (1,958)
         Changes in assets and liabilities, excluding effects from
         acquisitions:
           Receivables                                                              154,199                (34,957)
           Inventories                                                               54,119                 38,894
           Other current assets                                                      (1,552)                 1,194
           Accounts payable                                                          (9,599)               (60,601)
           Accrued liabilities and other                                            (10,126)                (4,487)
                                                                            ----------------      -----------------
              Net cash provided by (used in) operating activities                   206,779                (43,186)
                                                                            ----------------      -----------------

Cash flows from investing activities:

    Capital expenditures                                                            (16,528)                (5,815)
    Business acquisitions, net of cash acquired                                    (104,338)                     -
    Proceeds from sale of securities                                                      -                  2,880
    Proceeds from sale of land and building                                               -                    617
                                                                            ----------------      -----------------
              Net cash used in investing activities                                (120,866)                (2,318)
                                                                            ----------------      -----------------

Cash flows from financing activities:

    Borrowings under revolver                                                         8,000                851,200
    Repayments of revolver                                                           (8,000)              (816,600)
    Issuance of common stock                                                            488                  2,032
    Preferred stock dividends                                                          (675)                  (675)
                                                                            ----------------      -----------------
              Net cash provided by (used in) financing activities                      (187)                35,957
                                                                            ----------------      -----------------

Net increase (decrease) in cash and cash equivalents                                 85,726                 (9,547)
Cash and cash equivalents at beginning of period                                     14,857                 14,060
                                                                            ----------------      -----------------
Cash and cash equivalents at end of period                                        $ 100,583              $   4,513
                                                                            ================      =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

(1)    General
       -------

       These condensed consolidated interim financial statements should be read
       in conjunction with the consolidated financial statements and the summary
       of significant accounting policies and notes thereto included in the 2000
       Annual Report on Form 10-K for CompuCom Systems, Inc. ("CompuCom" or "the
       Company"). The information furnished is unaudited but reflects all
       adjustments, consisting only of normal recurring accruals, which are in
       the opinion of management necessary for a fair presentation of the
       results for these interim periods. Interim results are not necessarily
       indicative of results expected for the full year.

(2)    Contingencies
       -------------

       CompuCom is involved in various claims and legal actions arising in the
       ordinary course of business. In the opinion of management, the ultimate
       disposition of these matters will not have a material adverse effect on
       CompuCom's consolidated financial position and results of operations,
       taken as a whole.

(3)    Earnings per share
       ------------------

       Basic earnings (loss) per common share have been computed based on net
       earnings (loss) after preferred stock dividend requirements and the
       weighted average number of common shares outstanding during each period.
       Diluted earnings (loss) per common share assumes conversion of dilutive
       convertible securities into common stock at the later of the beginning of
       the period or date of issuance and includes the add-back of related
       dividends, as required. Diluted earnings per common share also assumes
       the exercise of all options with an exercise price below the average
       market price of the Company's stock, at the later of the beginning of the
       period or date of issuance, regardless of whether the options are vested
       or not. Earnings (loss) per common share have been computed as follows
       (in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                         Three months ended September 30, 2001       Nine months ended September 30, 2001
                                       ------------------------------------------   --------------------------------------
                                          Earnings           Shares                    Earnings        Shares
                                         (Numerator)     (Denominator)    EPS         (Numerator)  (Denominator)   EPS
                                       --------------  ---------------- ---------   -------------  ------------- ---------
<S>                                    <C>             <C>              <C>         <C>            <C>           <C>
Net earnings                                 $ 1,162                                     $ 5,000
Less:  Preferred stock dividends
                                               (225)                                       (675)
                                       --------------                               -------------

Basic EPS
---------
Earnings available to common
stockholders                                     937            48,146     $ .02           4,325         47,988     $ .09

Effect of dilutive securities
-----------------------------
Stock options                                                    1,125                                      485
Employee stock purchase plan                                        84                                       84
                                       --------------  ----------------             -------------  -------------

Diluted EPS
-----------
Earnings available + assumed
conversions                                  $   937            49,355     $ .02         $ 4,325         48,557     $ .09
                                       ==============  ================ =========   =============  ============= =========
</TABLE>

                                       6
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)
<TABLE>
<CAPTION>
                                         Three months ended September 30, 2000       Nine months ended September 30, 2000
                                       ------------------------------------------   --------------------------------------
                                          Earnings           Shares                    Earnings       Shares
                                         (Numerator)     (Denominator)    EPS         (Numerator)  (Denominator)    EPS
                                       --------------  ---------------- ---------   -------------  -------------  --------
<S>                                    <C>             <C>              <C>         <C>            <C>            <C>
Net earnings (loss)                          $ 5,100                                     ($2,567)
Less:  Preferred stock dividends                (225)                                       (675)
                                       --------------                               -------------

Basic EPS
---------
Earnings (loss) available to common
stockholders                                   4,875            48,909     $ .10          (3,242)         48,615   ($ .07)

Effect of dilutive securities
-----------------------------
Stock options                                                      241
Employee stock purchase plan                                        88
                                       --------------  ----------------             -------------  -------------
Diluted EPS
-----------
Earnings (loss) available + assumed
conversions                                  $ 4,875            49,238     $ .10       $  (3,242)         48,615   ($ .07)
                                       ==============  ================ =========   =============  =============  ========
</TABLE>

       CompuCom has excluded 6,491,579 and 6,801,826 shares from its
       calculations of diluted earnings per share for the three and nine months
       ended September 30, 2001, respectively, and has excluded 7,321,008 and
       7,643,012 shares from its calculations of diluted earnings per share for
       the three and nine months ended September 30, 2000, respectively, as they
       are considered anti-dilutive.

(4)    Business Combinations
       ---------------------

       On July 16, 2001, CompuCom purchased certain assets and assumed certain
       liabilities of Excell Data Corporation ("Excell", or "the Excell
       acquisition") for approximately $27 million in available cash. The net
       assets acquired were used by Excell primarily in its business of high-end
       technical applications development, network infrastructure design and
       deployment, and worldwide event technical planning and support.
       Essentially all of the Excell workforce, consisting of technical
       application developers, consultants, and administrative personnel, were
       hired as part of the Excell acquisition. The purpose of the Excell
       acquisition is to expand the suite of CompuCom's service offerings. The
       business combination is being accounted for as a purchase and
       accordingly, the condensed consolidated financial statements reflect the
       operations of the acquired entity since the acquisition date. The Company
       has not completed the allocation of the purchase price for this
       acquisition. Therefore, the allocation of the purchase price could be
       adjusted once the valuation of the assets acquired and liabilities
       assumed is completed.

       On January 10, 2001, CompuCom purchased certain assets of MicroAge
       Technology Services, L.L.C. ("MTS", or "the MTS acquisition"). The assets
       were purchased out of bankruptcy court and primarily consisted of trade
       accounts receivable as well as vendor accounts receivable and inventory.
       The purchase price of approximately $79 million (after post-closing
       adjustments) was financed using available cash. The purchased assets were
       used by MTS primarily in its business as a systems integrator of personal
       computer products. As part of the MTS acquisition, the Company also hired
       certain of MTS' national sales force, technical service personnel and
       administrative personnel. The business combination is being accounted for
       as a purchase and accordingly, the condensed consolidated financial
       statements reflect the operations of the acquired entity since the
       acquisition date.

                                       7
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

       The Company has not completed the allocation of the purchase price for
       this acquisition. Therefore, the allocation of the purchase price could
       be adjusted once the valuation of the assets acquired and liabilities
       assumed is completed.

       The following unaudited pro forma financial information presents the
       combined results of operations as if the Excell acquisition and the MTS
       acquisition had occurred as of the beginning of 2000, after giving effect
       to certain adjustments, including amortization of goodwill, increased
       financing expense on debt assumed to have been incurred in relation to
       the acquisitions, and related income tax effects. The pro forma results
       do not necessarily represent results that would have occurred if the
       acquisitions had taken place on the basis assumed above, nor are they
       indicative of the results of future combined operations.
<TABLE>
<CAPTION>
                                                                     (in thousands, except per share data)
                                                                     -------------------------------------

                                                                    Three Months Ended     Nine Months Ended
                                                                    September 30, 2000     September 30, 2000
                                                                    ------------------     ------------------
<S>                                                                 <C>                    <C>
       Revenue                                                             $   992,450            $ 2,932,859

       Loss before extraordinary loss                                      $    (8,497)           $   (34,350)

       Diluted loss per share before extraordinary loss                         ($0.18)                ($0.72)
</TABLE>
       The following unaudited pro forma financial information presents the
       combined results of operations as if the Excell acquisition had occurred
       as of the beginning of 2001, after giving effect to certain adjustments,
       including increased financing expense on debt assumed to have been
       incurred in relation to the acquisitions and related income tax effects.
       The pro forma results do not necessarily represent results that would
       have occurred if the acquisition had taken place on the basis assumed
       above, nor are they indicative of the results of future combined
       operations.

<TABLE>
<CAPTION>
                                                                    (in thousands, except per share data)
                                                                     ------------------------------------

                                                                    Three Months Ended     Nine Months Ended
                                                                    September 30, 2001     September 30, 2001
                                                                    ------------------     ------------------
<S>                                                                 <C>                    <C>
       Revenue                                                               $ 406,415           $  1,470,563

       Net earnings                                                          $   1,225           $      6,265

       Diluted earnings per share                                            $    0.02           $       0.12

</TABLE>

                                       8
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

(5)    Restructuring Charges
       ---------------------

       During the first quarter of 2000, CompuCom effected a restructuring plan
       designed to reduce the Company's cost structure by closing its
       distribution facility located in Houston, Texas, closing and
       consolidating three office sites, and reducing CompuCom's workforce. As a
       result, the Company recorded a restructuring charge of $5.2 million in
       the first quarter of 2000. The $5.2 million charge is reflected as a
       separate line of operating expense in CompuCom's Condensed Consolidated
       Statement of Operations. The following table provides a summary, by
       category, and rollforward of the changes in this restructuring accrual
       for the nine months ended September 30, 2001:
<TABLE>
<CAPTION>
                                                                           (in thousands)
                                                                           --------------
                                                             Accrual at     Cash Payments   Accrual at
                                                              12/31/00                       9/30/01
                                                           ---------------------------------------------
<S>                                                        <C>            <C>           <C>
       Lease termination costs                               $   1,770        $  (294)     $  1,476
       Employee severance and related benefits                      10            (10)            -
                                                           ---------------------------------------------
       Total                                                 $   1,780        $  (304)     $  1,476
                                                           =============================================
</TABLE>

       The remaining accrual at September 30, 2001 is reflected in Accrued
       liabilities on CompuCom's Condensed Consolidated Balance Sheet and
       relates to two leases for the office sites that have not been terminated,
       one of which has not been sublet.

       During the fourth quarter of 1998, CompuCom recorded a $16.4 million
       restructuring charge, primarily consisting of costs associated with the
       closing of facilities and disposing of related fixed assets, as well as
       employee severance and benefits related to a reduction in workforce. The
       following table provides a summary by category and rollforward of the
       changes in this restructuring accrual for the nine months ended September
       30, 2001:
<TABLE>
<CAPTION>
                                                                           (in thousands)
                                                                           --------------
                                                             Accrual at     Cash Payments    Accrual at
                                                              12/31/00                         9/30/01
                                                           ------------------------------------------------
<S>                                                        <C>             <C>               <C>
 Lease termination costs                                    $    710       $   (224)         $   486
                                                           ================================================
</TABLE>
       The remaining accrual at September 30, 2001 is reflected in Accrued
       liabilities on CompuCom's Condensed Consolidated Balance Sheet and
       relates to eight leases for the office sites that have not been
       terminated, two of which have not been sublet.

       The Company believes the restructuring accruals are adequate.
       Differences, if any, between the estimated amounts accrued and actual
       amounts paid will be reflected in operating expenses in future periods.

(6)    Segment Information
       -------------------

       CompuCom defines its operations as two distinct businesses - 1) sales of
       personal computer-related products ("product"), which includes desktop,
       networking and mobile computing products, as well as

                                       9
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

       peripherals and software and 2) services ("service"), which is primarily
       derived from all aspects of desktop outsourcing, as well as help desk and
       LAN/WAN network outsourcing, configuration, asset tracking, software
       management, mobile computing services, IT consulting, application
       development, network infrastructure and deployment, event technical
       planning and support, and services provided in support of certain
       manufacturers' direct fulfillment initiatives. ClientLink, Inc.
       ("ClientLink"), a majority-owned subsidiary of the Company until April
       1999, provided customized application programming services and was
       previously defined as a third distinct business. In April 1999,
       ClientLink was merged with E-Certify Corporation ("E-Certify"). The
       combined operations of ClientLink and E-Certify have been conducted under
       the name E-Certify, Inc. CompuCom has recorded its minority investment in
       E-Certify, Inc. at the net carrying amount of its investment in
       ClientLink and has been accounting for the ongoing operations of E-
       Certify, Inc. using the equity method. The amount recorded by CompuCom to
       reflect the carrying value has been based on estimates and its share of
       the income or loss of E-Certify has been based on unaudited financial
       statements of E-Certify. CompuCom's investment of approximately $3.5
       million is included in Other non-current assets on the Condensed
       Consolidated Balance Sheet as of September 30, 2001. On November 8, 2001,
       CompuCom purchased certain assets and assumed certain liabilities of E-
       Certify for cash and a percentage of the Company's remaining equity
       interest of E-Certify.

       CompuCom measures segment earnings as operating earnings, defined as
       income before restructuring charges, financing expenses and income taxes.
       All significant inter-segment activity, if any, has been eliminated.
       Total assets are the assets owned or allocated to each segment. Assets
       included in the "Other" column include all assets not specifically
       allocated to a segment, primarily consisting of cash and cash
       equivalents, cost in excess of fair value of tangible net assets
       purchased, property and equipment, and other non-current assets.
       CompuCom's equity in earnings (loss) from investments is reflected in the
       "Other" column for the three and nine months ended September 30, 2001 and
       2000.
<TABLE>
<CAPTION>
       Quarter ended Sept. 30, 2001                  Product         Service          Other         Total
       ----------------------------             ------------------ -------------     -------   ----------------
       (in thousands)
<S>                                             <C>                 <C>            <C>         <C>
       Operating Results:

           Revenues                             $  332,877           $  71,883     $       -       $  404,760

           Gross margin                             33,085              26,245             -           59,330

           Operating earnings (loss)                (4,312)              6,917          (212)           2,393

           Financing expense                                                                             (455)
                                                                                                    ---------

           Earnings before income taxes                                                            $    1,938
                                                                                                   ==========

       Total assets                             $  149,571           $  36,976     $ 233,174       $  419,721
                                                ==========           =========     =========       ==========

</TABLE>

                                       10
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

<TABLE>
<CAPTION>
        Quarter ended Sept. 30, 2000                Product            Service         Other           Total
       -----------------------------            ----------------    -------------- -------------  ---------------
        (in thousands)
<S>                                               <C>                <C>           <C>            <C>
       Operating Results:

            Revenues                                 $  656,383          $ 68,493     $       -       $   724,876

            Gross margin                                 51,979            27,287             -            79,266

            Operating earnings (loss)                     1,313            11,806          (292)           12,827

            Financing expense                                                                              (4,326)
                                                                                                      -----------

            Earnings before income taxes                                                               $    8,501
                                                                                                       ==========

        Total assets                                 $  299,764          $ 36,386     $ 128,955        $  465,105
                                                     ==========          ========     =========        ==========


       Nine Months ended Sept. 30, 2001             Product            Service         Other          Total
       --------------------------------         -----------------   --------------- ------------  ---------------
       (in thousands)

       Operating Results:

           Revenues                                  $1,234,956          $ 212,801    $       -        $1,447,757

           Gross margin                                 113,069             75,419            -           188,488

           Operating earnings (loss)                     (8,234)            19,886         (385)           11,267

           Financing expense                                                                               (2,932)
                                                                                                       ----------
           Earnings before income taxes                                                                $    8,335
                                                                                                       ==========

       Total assets                                  $  149,571          $ 36,976     $ 233,174        $  419,721
                                                     ==========          ========     =========        ==========


</TABLE>

                                       11
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)
<TABLE>
<CAPTION>

       Nine Months ended Sept. 30, 2000             Product            Service         Other          Total
       --------------------------------         ----------------    --------------- ------------ ----------------
       (in thousands)
<S>                                             <C>                  <C>             <C>          <C>
       Operating Results:

           Revenues                                  $1,805,488          $ 196,710   $       -        $2,002,198

           Gross margin                                 136,119             66,621           -           202,740

           Operating earnings (loss)                     (7,031)            18,859      (1,099)           10,729
             excluding restructuring charges

           Restructuring charges                                                                          (5,169)

           Financing expense                                                                             (11,797)

           Other income                                                                                    1,958
                                                                                                      ----------

           Loss before income taxes                                                                   $   (4,279)
                                                                                                      ==========

       Total assets                                   $ 299,764           $ 36,386   $ 128,955        $  465,105
                                                      =========           ========   =========        ==========
</TABLE>


(7)    Financing Arrangements
       ----------------------

       CompuCom has financing arrangements which total $250 million, consisting
       of a $150 million receivable securitization facility ("Securitization")
       and a $100 million working capital facility ("Revolver").

       The Securitization's pricing is based on a designated short-term interest
       rate plus an agreed upon spread. CompuCom has an agreement with two
       financial institutions that allows it to sell, at a discount, an interest
       in a portion of its trade accounts receivable ("receivables") to each
       such financial institution. As collections reduce receivables balances
       sold, CompuCom may sell interests in new receivables to bring the amount
       available up to the maximum allowed. CompuCom has recorded these
       transactions as sales of accounts receivable. These sales are reflected
       as reductions of accounts receivable in the Consolidated Balance Sheets
       and are included in the net cash provided by operating activities in the
       Consolidated Statements of Cash Flows. Amounts outstanding as sold
       receivables as of September 30, 2001 consisted of two certificates
       totaling $87 million, one certificate for $37 million with an April 2002
       maturity date and one certificate for $50 million with an October 2003
       maturity date.

                                       12
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                              September 30, 2001
                                  (unaudited)

       The Revolver, which matures in May 2002, bears interest at LIBOR plus an
       agreed-upon spread and is secured by a lien on CompuCom's assets.
       Availability under the Revolver is subject to a borrowing base
       calculation. As of September 30, 2001, availability under the Revolver
       was approximately $52 million. No amount was outstanding under the
       Revolver as of September 30, 2001.

       Both the Securitization and the Revolver are subject to CompuCom's
       compliance with selected financial covenants and ratios.

(8)    Related-Party Transactions
       --------------------------

       In February 2001, two former officers and directors of CompuCom
       transferred 745,890 shares of the Company's common stock to CompuCom in
       satisfaction of notes receivable plus accrued interest. The number of
       shares transferred was based on the closing stock price of CompuCom's
       common stock on the date of the transaction. As a result, CompuCom
       recorded non-cash equity transactions of $2.4 million to record treasury
       stock, at cost.

(9)    Reclassifications
       -----------------

       Certain prior period amounts have been reclassified to conform to the
       current period presentation.

                                       13
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations
                              September 30, 2001

Results of Operations
---------------------

The following table shows CompuCom's total revenue, gross margin and gross
margin percentage by revenue source. Operating expenses, financing expenses,
income taxes (benefit) and net earnings (loss) are shown as a percentage of
total revenue for the three and nine months ended September 30, 2001 and 2000:
<TABLE>
<CAPTION>
                                                    Three months ended                     Nine months ended
                                                      September 30,                          September 30,
                                                   2001              2000                 2001             2000
                                            ----------------    ---------------    ----------------   ----------------
<S>                                         <C>                 <C>                <C>                <C>
Revenue:
    Product                                        $ 332,877          $ 656,383         $ 1,234,956        $ 1,805,488
    Service                                           71,883             68,493             212,801            196,710
                                            ----------------    ---------------    ----------------   ----------------
      Total revenue                                $ 404,760          $ 724,876         $ 1,447,757        $ 2,002,198
                                            ================    ===============    ================   ================

Gross margin:
    Product                                        $  33,085          $  51,979         $   113,069        $   136,119
    Service                                           26,245             27,287              75,419             66,621
                                            ----------------    ---------------    ----------------   ----------------
      Total gross margin                           $  59,330          $  79,266         $   188,488        $   202,740
                                            ================    ===============    ================   ================

Gross margin percentage:
    Product                                              9.9%               7.9%                9.2%               7.5%
    Service                                             36.5%              39.8%               35.4%              33.9%
                                            ----------------    ---------------    ----------------   ----------------
      Total gross margin percentage                     14.7%              10.9%               13.0%              10.1%

Operating expenses:
    Selling                                              3.7%               2.9%                3.6%               3.2%
    Service                                              3.5%               1.8%                2.9%               1.9%
    General and administrative                           5.6%               3.7%                4.6%               3.6%
    Depreciation and amortization                        1.3%               0.7%                1.1%               0.8%
    Restructuring charges                                  -                  -                   -                0.3%
                                            ----------------    ---------------    ----------------   ----------------
      Total operating expenses                          14.1%               9.1%               12.2%               9.8%
                                            ----------------    ---------------    ----------------   ----------------

Earnings (loss) from operations                          0.6%               1.8%                0.8%               0.3%

Financing expense                                       (0.1%)             (0.6%)              (0.2%)             (0.6%)
Other income                                               -                  -                   -                0.1%
                                            ----------------    ---------------    ----------------   ----------------
Earnings (loss) before income taxes                      0.5%               1.2%                0.6%              (0.2%)

Income taxes (benefit)                                   0.2%               0.5%                0.2%              (0.1%)
                                            ----------------    ---------------    ----------------   ----------------

Net earnings (loss)                                      0.3%               0.7%                0.3%              (0.1%)
                                            ================    ===============    ================   ================
</TABLE>

                                       14
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


Business Combinations
---------------------

     On July 16, 2001, CompuCom purchased certain assets and assumed certain
liabilities of Excell Data Corporation ("Excell", or "the Excell acquisition")
for approximately $27 million in available cash. The net assets acquired were
used by Excell primarily in its business of high-end technical applications
development, network infrastructure design and deployment, and worldwide event
technical planning and support. Essentially all of the Excell workforce,
consisting of technical application developers, consultants, and administrative
personnel, were hired as part of the Excell acquisition. The purpose of the
Excell acquisition is to expand the suite of CompuCom's service offerings.

      On January 10, 2001, CompuCom purchased certain assets of MicroAge
Technology Services, L.L.C. ("MTS", or "the MTS acquisition"). The assets were
purchased out of bankruptcy court and primarily consisted of trade accounts
receivable as well as vendor accounts receivable and inventory. The purchase
price of approximately $79 million (after post-closing adjustments) was financed
using available cash. The purchased assets were used by MTS primarily in its
business as a systems integrator of personal computer products. As part of the
MTS acquisition, the Company also hired certain of MTS' national sales force,
technical service personnel and administrative personnel.

Comparison of the Quarter Ended September 30, 2001 to the Quarter Ended
-----------------------------------------------------------------------
September 30, 2000
------------------

     Product revenue, which is primarily derived from the sale of desktop,
networking, and mobile computing products, as well as peripherals and software-
related products and licenses to corporate clients, decreased 49.3% to $332.9
million in the third quarter of 2001 from $656.4 million in the third quarter of
2000. On a sequential basis, product revenue declined 20.7% from the second
quarter of 2001 to the third quarter of 2001. The product revenue decrease was
primarily a result of both a decline in units sold and lower average selling
prices, partially offset by additional product revenue generated as a result of
the MTS acquisition and an increase in software license revenue. CompuCom
believes the decreased volume can be attributed to general economic weakness
which has resulted in lower demand for personal computer products primarily by
its Fortune 1000 client base. As a result of this economic slowdown, product
purchases and IT projects are being delayed, downsized, or cancelled. In
addition, product revenue has been negatively impacted by certain clients
electing to participate in certain manufacturers' direct fulfillment programs,
thereby fulfilling their product requirements directly from the manufacturer.
Product gross margin as a percentage of product revenue for the third quarter of
2001 was 9.9% compared to 7.9% for the third quarter of 2000 and 9.0% in the
second quarter of 2001. This increase was primarily due to a decline in revenue
generated by higher volume, lower margin clients, a relative increase in the
amount of vendor volume incentives, and the achievement of other operational
efficiencies. Partially offsetting the increase in gross margin was the impact
of the increase in lower margin software license revenue. Due to both the
general economic environment and competitive conditions, CompuCom expects to
continue to experience competitive pressure on both product revenue and product
gross margin, the result of which may be to report lower product revenue and
related product gross margin when compared to the comparable prior year period
or the previous quarter.

     Service revenue increased 4.9% to $71.9 million for the third quarter of
2001 from $68.5 million for the third quarter of 2000 and increased 4.2% from
$69.0 million in the second quarter of 2001. Service revenue is primarily
derived from all aspects of desktop outsourcing, including field engineering, as
well as help desk and LAN/WAN network outsourcing, configuration, asset
tracking, software management, mobile computing services, IT consulting,
application development, network infrastructure and deployment, event technical
planning and support, and services provided in support of certain manufacturers'
direct fulfillment initiatives. Service revenue reflects revenue generated by
the actual performance of specific services and does not include product sales
associated with service projects. The increase in service revenue for the third
quarter of 2001 as compared to the same period

                                       15
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


in 2000 was primarily due to increased service revenue related to field
engineering and help desk outsourcing, the majority of which was related to the
MTS acquisition, as well as the impact of the Excell acquisition. Partially
offsetting these increases were declines in demand for services directly related
to the sale of product and the Company's consulting services. The increase in
service revenue for the third quarter of 2001 as compared to the second quarter
of 2001 was due primarily to the Excell acquisition, partially offset by
decreased service revenue primarily related to field engineering. Service gross
margin as a percentage of service revenue for the quarter ended September 30,
2001 was 36.5% compared to 39.8% for the same period in 2000. The decrease in
service gross margin was primarily due to lower utilization of the Company's
service-related resources as a result of lower demand for the Company's product-
dependent and consulting services. In addition, gross margin percentage
generated on Excell revenue is lower relative to the collective gross margin
percentage of the Company's other service-related offerings. CompuCom expects to
experience continued pressure on both service revenue and service gross margin,
the result of which may be to report lower service revenue and related service
gross margin when compared to the comparable prior year period or the previous
quarter.

     Selling expense decreased $5.9 million for the three months ended September
30, 2001 as compared to the same period in the prior year, and $2.6 million as
compared to the second quarter of 2001. CompuCom attributes this decrease
primarily to its own cost management efforts relative to personnel and
infrastructure. Selling expense as a percentage of revenue increased to 3.7% for
the three months ended September 30, 2001 from 2.9% for the same period a year
ago, due primarily to the decline in product revenue for the comparable periods.

     Service expense increased $1.4 million for the three months ended September
30, 2001 as compared to the three months ended September 30, 2000, and $0.6
million as compared to the second quarter of 2001. The increase was due
primarily to personnel and infrastructure costs associated with the Excell
acquisition, as well as increased personnel and training costs and investments
in the service infrastructure associated with supporting the service business.
As a percentage of revenue, service expense increased to 3.5% for the three
months ended September 30, 2001 from 1.8% for the same period a year ago.
Contributing to the increase in service expense as a percentage of total revenue
was the decline in product revenue.

     General and administrative expense decreased $4.9 million for the three
months ended September 30, 2001 as compared to the three months ended September
30, 2000. The decrease is reflective of the Company's ongoing cost management
efforts relative to personnel-related and infrastructure costs. General and
administrative expense increased as a percentage of revenue from 3.7% to 5.6%
for the comparable periods due primarily to the decline in product revenue.
CompuCom's operating expenses are reported net of reimbursements by certain
vendors for specific training, promotional and marketing programs. These
reimbursements offset certain expenses incurred.

     Depreciation and amortization expense was essentially flat for the quarter
ended September 30, 2001 as compared to the quarter ended September 30, 2000. As
a percentage of revenue, depreciation and amortization expense increased from
0.7% to 1.3% during the same periods, due primarily to the decline in product
revenue for the comparable periods.

     Financing expense decreased to $0.5 million for the quarter ended September
30, 2001 from $4.3 million for the same period in the prior year. As a
percentage of revenue, financing expense declined to 0.1% for the three months
ended September 30, 2001 from 0.6% for the same period a year ago. The decrease
in financing expense was primarily due to CompuCom's improved management of
working capital, as well as lower financing requirements resulting from the
decline in product revenue. The decline in financing expense was also due to the
effect of greater interest income generated from investing increased available
cash as well as lower effective interest rates in the third quarter of 2001 as
compared to the third quarter of 2000.

                                       16
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


     As a result of the factors discussed above, CompuCom recorded net earnings
for the quarter ended September 30, 2001 of $1.2 million. This compares to third
quarter 2000 net earnings of $5.1 million.

Comparison of the Nine Months Ended September 30, 2001 to the Nine Months
-------------------------------------------------------------------------
Ended September 30, 2000
------------------------

     Product revenue decreased 31.6% to $1.2 billion for the nine months ended
September 30, 2001 from $1.8 billion for the nine months ended September 30,
2000. This decrease is reflective of a decline in units sold and lower average
selling prices. CompuCom believes the decline in product revenue can be
partially attributed to general economic weakness which has resulted in lower
demand for personal computer products primarily by its Fortune 1000 client base.
As a result of this economic slowdown, product purchases and IT projects are
being delayed, downsized, or cancelled. In addition, product revenue has been
negatively impacted by certain clients electing to participate in certain
manufacturers' direct fulfillment programs, thereby fulfilling their product
requirements directly from the manufacturer. Partially offsetting the overall
decline in product revenue was additional product revenue generated as a result
of the MTS acquisition and an increase in software license revenue. Product
gross margin as a percentage of product revenue for the nine months ended
September 30, 2001 was 9.2% compared to 7.5% for the nine months ended September
30, 2000. This increase was primarily due to a decline in revenue generated by
higher volume, lower margin clients, a relative increase in the amount of vendor
volume incentives, and the achievement of other operational efficiencies.
Partially offsetting the increase in gross margin was the impact of the increase
in lower margin software license revenue. Due to both the general economic
environment and competitive conditions, CompuCom expects to continue to
experience competitive pressure on both product revenue and product gross
margin, the result of which may be to report lower product revenue and related
product gross margin when compared to the comparable prior year period.

     Service revenue increased approximately 8.2% to $212.8 million for the nine
months ended September 30, 2001 from $196.7 million during the same period of
2000. The increase in service revenue was primarily due to increased revenue
related to field engineering and help desk outsourcing, the majority of which
was related to the MTS acquisition, as well as the impact of the Excell
acquisition. The overall increase was partially offset by declines in service
revenue due to lower demand for the Company's consulting services, as well as
for services directly related to the sale of product. Service gross margin as a
percentage of service revenue for the nine months ended September 30, 2001 was
35.4% compared to 33.9% for the nine months ended September 30, 2000. The
increase in service gross margin was due primarily to improvements in the
management and utilization of service-related resources. CompuCom expects to
experience continued pressure on both service revenue and service gross margin,
the result of which may be to report lower service revenue and related service
gross margin when compared to the comparable prior year period.

     Selling expense decreased approximately $12.5 million for the nine months
ended September 30, 2001 as compared to the same prior year period. CompuCom
attributes the decrease in selling expense primarily to its own cost management
efforts relative to personnel and infrastructure. Selling expense as a
percentage of revenue increased to approximately 3.6% of revenue for the nine
months ended September 30, 2001 from approximately 3.2% for the same prior year
period. This increase on a percentage of revenue basis was due to the decline in
product revenue.

     Service expense increased approximately $4.3 million to $41.7 million for
the nine months ended September 30, 2001 from $37.4 million for the same period
in the prior year. As a percentage of revenue, service expense increased to 2.9%
for the nine months ended September 30, 2001 from 1.9% for the same period in
2000. The increase was due primarily to personnel and training costs and
investments in the service infrastructure associated with supporting the service
business, including the added personnel and

                                       17
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


infrastructure costs associated with the Excell acquisition. Contributing to the
increase in service expense as a percentage of total revenue was the decline in
product revenue.

     General and administrative expense decreased to $66.9 million for the nine
months ended September 30, 2001 from $73.8 million for the same period in the
prior year. The decrease is reflective of the Company's ongoing cost management
efforts relative to personnel-related and infrastructure costs. General and
administrative expense, as a percentage of revenue, increased for the nine
months ended September 30, 2001 to 4.6% compared to 3.6% for the comparable
period of the prior year due primarily to the decline in product revenue. The
Company's operating expenses are reported net of reimbursements by certain
vendors for specific training, promotional and marketing programs. These
reimbursements offset the expenses incurred by the Company.

     Depreciation and amortization expense increased slightly for the nine
months ended September 30, 2001 in absolute dollars and as a percentage of
revenue when compared to the same period in 2000. The increase is primarily
reflective of CompuCom's investment in assets associated with the MTS
acquisition as well as upgrades to the Company's technology infrastructure.

     During the first quarter of 2000, the Company effected a restructuring plan
designed to reduce the Company's cost structure by closing its distribution
facility located in Houston, Texas, closing and consolidating three office
facilities, and reducing the Company's workforce. As a result, the Company
recorded a restructuring charge of $5.2 million in the first quarter of 2000.

     Financing expense decreased to $2.9 million for the nine months ended
September 30, 2001 from $11.8 million for the same period in the prior year. As
a percentage of revenue, financing expense declined to 0.2% for the nine months
ended September 30, 2001 from 0.6% for the same period a year ago. The decrease
in financing expense was primarily due to CompuCom's improved management of
working capital, as well as lower financing requirements resulting from the
decline in product revenue. The decline in financing expense was also due to the
effect of higher interest income generated from investing increased available
cash as well as lower effective interest rates for the nine months ended
September 30, 2001 as compared to the nine months ended September 30, 2000.

     During the second quarter of 2000, the Company recognized a pretax gain of
approximately $2.0 million on the sale of a portion of its investment in OPUS360
Corporation ("OPUS"). The gain was the result of the Company's participation in
the initial public offering of OPUS common stock.

     As a result of the factors discussed above, CompuCom recorded net
earnings for the nine months ended September 30, 2001 of $5.0 million. This
compares to a net loss of $2.6 million for the nine months ended September 30,
2000, including an after-tax restructuring charge of $3.1 million and an
after-tax gain on the sale of investments of $1.2 million.

Liquidity and Capital Resources
-------------------------------

     Working capital at September 30, 2001 was $98.6 million compared to $117.5
million at December 31, 2000. The decrease in working capital was primarily the
result of decreases in receivables and inventories, offset by an increase in
cash and cash equivalents. The decrease in receivables was primarily due to the
decline in revenue relative to the fourth quarter of 2000. Partially offsetting
the impact of lower revenue levels was a reduction in the amount of receivables
utilized under CompuCom's securitization facility. The decrease in inventories
was primarily due to lower product demand as well as the Company's ongoing
efforts

                                       18
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


to minimize risk associated with suppliers' price protection and returns
programs by maintaining lower inventory levels, all of which resulted in higher
inventory turns.

     CompuCom's liquidity continues to be negatively impacted by the dollar
volume of certain manufacturers' rebate programs. Under these programs, CompuCom
is required to pay a higher initial amount for product and claim a rebate from
the manufacturer to reduce the final cost. The collection of these rebates can
take an extended period of time. Due to these programs, CompuCom's initial cost
for the product is often higher than the sales price CompuCom can obtain from
its clients. These programs are a material factor in CompuCom's financing needs.
As of September 30, 2001 and December 31, 2000, CompuCom was owed approximately
$24 million and $53 million, respectively, under these vendor rebate programs.

     CompuCom's working capital requirements are generally funded through
financing arrangements and internally generated funds. As of September 30, 2001,
CompuCom's financing arrangements consisted of a $150 million Securitization and
$100 million Revolver. The Securitization pricing is based on a designated
short-term interest rate plus an agreed upon spread. As of September 30, 2001,
amounts outstanding as sold receivables consisted of two certificates totaling
$87 million, one certificate for $37 million with an April 2002 maturity date
and one certificate for $50 million with an October 2003 maturity date. The
Revolver, which matures in May 2002, bears interest at LIBOR plus an agreed upon
spread and is secured by a lien on CompuCom's assets. Availability under the
Revolver is subject to a borrowing base calculation. As of September 30, 2001,
availability under the Revolver was approximately $52 million. No amount was
outstanding under the Revolver as of September 30, 2001. Both the Securitization
and the Revolver are subject to CompuCom's compliance with selected financial
covenants and ratios.

     CompuCom's business is not capital intensive and capital expenditures in
any year normally are not significant in relation to the overall financial
position of CompuCom. Generally, the Company's capital expenditures relate to
its information technology hardware and software and improvements in its
distribution centers. Capital expenditures were $16.5 million for the nine
months ended September 30, 2001, as compared to $5.8 million for the same period
in 2000. This increase was primarily due to upgrades to the Company's technology
infrastructure and help desk offerings and system deployments to certain
personnel hired as part of the MTS acquisition. The Company expects capital
expenditures for the fourth quarter of 2001 to be comparable with the fourth
quarter of 2000.

Recent Accounting Pronouncements
--------------------------------

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, as well as all purchase method
business combinations completed after June 30, 2001. SFAS No. 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. SFAS No. 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 will also require that intangible assets with definite useful lives
be amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." The Company is
required to adopt the provisions of SFAS No. 141 immediately, except with regard
to business combinations initiated prior to July 1, 2001, and SFAS No. 142
effective January 1, 2002. Furthermore, any



                                       19
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


goodwill and any intangible asset determined to have an indefinite useful life
that are acquired in a purchase business combination completed after June 30,
2001 will not be amortized, but will continue to be evaluated for impairment in
accordance with the appropriate pre-SFAS No. 142 accounting literature. Goodwill
and intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of SFAS No. 142. SFAS
No. 141 will require, upon adoption of SFAS No. 142, that the Company evaluate
its existing intangible assets and goodwill that were acquired in a prior
purchase business combination, and to make any necessary reclassifications in
order to conform with the new criteria in SFAS No. 141 for recognition apart
from goodwill. Upon adoption of SFAS No. 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of SFAS No. 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period. In connection with the transitional goodwill impairment
evaluation, SFAS No. 142 will require the Company to perform an assessment of
whether there is an indication that goodwill and equity-method goodwill is
impaired as of the date of adoption. To accomplish this, the Company must
identify its reporting units and determine the carrying value of each reporting
unit by assigning the assets and liabilities, including the existing goodwill
and intangible assets, to those reporting units as of the date of adoption. The
Company will then have up to six months from the date of adoption to determine
the fair value of each reporting unit and compare it to the reporting unit's
carrying amount. To the extent a reporting unit's carrying amount exceeds its
fair value, an indication exists that the reporting unit's goodwill may be
impaired and the Company must perform the second step of the transitional
impairment test. In the second step, the Company must compare the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of it assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in accordance
with SFAS No. 141, to its carrying amount, both of which would be measured as of
the date of adoption. This second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. Any transitional
impairment loss will be recognized as the cumulative effect of a change in
accounting principle in the Company's statement of operations. As of September
30, 2001, the Company has unamortized goodwill and identifiable assets of
approximately $94 million, all of which will be subject to the transition
provisions of SFAS No. 141 and 142. Amortization expense related to goodwill was
$5.8 million for the nine months ended September 30, 2001. Because of the
extensive effort needed to comply with adopting SFAS No. 141 and 142, it is not
practicable to reasonably estimate the impact of adopting these pronouncements
on the Company's financial statements at the date of this report, including the
extent to which transitional impairment losses will be required to be recognized
as the cumulative effect of a change in accounting principle.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. The Company will adopt SFAS No. 143 in fiscal year 2003. The Company
does not expect the provisions of SFAS No. 143 to have any significant impact on
its financial condition or results of operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which replaces SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The Company will adopt SFAS No. 144 in fiscal year 2002. The
Company does not expect the provisions of SFAS No. 144 to have any significant
impact on its financial condition or results of operations.

                                       20
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


Forward Looking Statements and Risks
------------------------------------

     This document contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements may be identified by words such as "will," "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions.
Although we believe the expectations contained in the forward-looking statements
are reasonable, we can give no assurance that the expectations will prove
correct. In addition, the forward-looking statements do not reflect the
potential impact of any future acquisitions or mergers and related integration,
dispositions, joint ventures, strategic investments or one-time events. These
forward-looking statements are subject to certain risks and uncertainties and
there are a number of factors that could cause actual results to differ
materially from those indicated by the forward-looking statements, and as a
result could have an adverse impact on our business, financial condition and
operating results. These factors include our ability: to grow product and
service revenue; to increase consulting revenue; to meet manufacturer's
expectations in providing assistance in implementing direct fulfillment
initiatives; to find additional ways to leverage costs and reduce costs further;
to integrate acquired businesses into our operations; to retain key employees of
acquired businesses; to accurately value acquired businesses; and to continue
the improvement in product and service gross margin and our balance sheet. Other
factors that could cause actual results to differ include: the impact of
competitive pricing and supply; manufacturers' shift to direct fulfillment
programs may be more significant than anticipated; changes to manufacturers'
pricing, price protection, rebate and incentive programs; short-term interest
rate fluctuations; general economic conditions; employee turnover; possible
future litigation; the ability to collect accounts receivable and vendor rebates
receivable; the impact of certain business and economic factors on the valuation
of certain investments in other businesses CompuCom has made or may make; and
other uncertainties that may have an impact on future revenue and earnings as
well as the risks and uncertainties set forth from time to time in our other
public reports and statements, including the risk factors set forth in our
Annual Report on Form 10-K. As a result, readers should not place undue reliance
on these forward-looking statements.



                                       21
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

       Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

Item 3.  Quantitative and Qualitative Disclosure About Market Risk
------------------------------------------------------------------

     CompuCom is exposed to interest rate risk primarily through its
Securitization and Revolver. CompuCom utilizes its Securitization and Revolver
for its working capital and other borrowing needs. If CompuCom's effective
interest rate were to increase by 100 basis points (1.00%), CompuCom's annual
financing expense would increase by $1.2 million based on the average balances
utilized under the Securitization and Revolver during the nine months ended
September 30, 2001.

     Currently, CompuCom does not have any significant financial investments for
trading or other speculative purposes or to manage interest rate exposure.



                          PART II. OTHER INFORMATION


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

(a)        Exhibits
           --------

           None

 (b)       Reports on Form 8-K
           -------------------

           1.     On July 16, 2001, CompuCom filed a Current Report on Form 8-K
                  to announce its acquisition of certain assets of Excell Data
                  Corporation.



                                       22
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                  Signatures

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

                                           COMPUCOM SYSTEMS, INC.
                                        --------------------------------------
                                        (Registrant)






DATE:  November 14, 2001                /s/ J. Edward Coleman
                                        -------------------------------------
                                        J. Edward Coleman,
                                        President and Chief Executive Officer





DATE:  November 14, 2001                /s/ M. Lazane Smith
                                        --------------------------------------
                                        M. Lazane Smith,
                                        Senior Vice President, Finance and
                                        Chief Financial Officer

                                       23