Use these links to rapidly review the documentTABLE OF CONTENTS ITEM 18 FINANCIAL STATEMENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F

(Mark One)

|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: December 31, 2001

OR

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

For the transition period from
 to

Commission file number 333-11768

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BUHRMANN NV(Exact name of Registrant as specified in its charter)

THE NETHERLANDS(Jurisdiction of incorporation or organization)

Hoogoorddreef 62, 1101 BE Amsterdam ZO, The Netherlands(Address of principal executive offices)

Securities
registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registeredNone

None


Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None(title of class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

121/4% Senior Subordinated Notes due 2009 and
Ordinary Shares at a par value of EUR 1.20 per share each,
represented by American Depositary Shares(Title of Class)

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

131,834,993
Ordinary Shares
53,281,979 Preference Shares A
0 Preferences Shares B
37,268 Preference Shares C

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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 ý    No o

Indicate
by check mark which financial statement item the registrant has elected to follow.

Item 17 o

Item 18 ý


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TABLE OF CONTENTS



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|PART II 
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|PART III
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EXPLANATORY NOTE

Unless the context otherwise requires, the terms "Buhrmann", "the Company", "us", "our" and "we" as used in this annual report refer to Buhrmann NV and its
subsidiaries as a combined entity, except where we make clear that such term means only the parent company.

Unless
otherwise specified or the context requires, references in this annual report to "Dutch guilders," and "NLG" are to the lawful currency of the Netherlands prior to
January 1, 2002; to "euros," and "EUR" are to the single currency introduced at the start of the third stage of the European Economic and Monetary Union; to "US dollars," "US$," "$" and "USD"
are to the lawful currency of the United States of America; to "GBP", "Great Britain Pounds" and "pound sterling" are to the lawful currency of the United Kingdom; to "US" are to the United States of
America; and to "UK" are to the United Kingdom. We publish our consolidated financial statement in euros. Solely for your convenience, this annual report contains translations of certain euro amounts
into US dollars at specified rates. These translations are not audited and should not be construed as representations that the euro amounts actually represent the US dollar amounts or could be
converted into US dollars. Unless otherwise indicated the US dollar/euro translations have been made at historical rates which were in effect on the date of the occurrence of or calculation in respect
of the referenced item.

CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements contained or incorporated by reference in this
annual report that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking
statements may be identified by use of forward-looking terminology such as "believe", "intend", "may", "will", "expect", "estimate", "anticipate", "continue", or similar
terms, variations of those terms or the negative of those terms. Actual results of our business and operations could differ materially from those suggested by the forward-looking statements. For a
description of factors that could affect the matters discussed in such forward-looking statements, see the risk factors listed in "Item 3Key Information."



ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not
applicable

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not
applicable

ITEM 3: KEY INFORMATION

Selected Financial Data

The following tables present selected financial data for Buhrmann as of and for the years ended December 31, 1997, 1998, 1999, 2000 and 2001. The financial
information has been prepared in accordance with Dutch GAAP. Reference is made to Note 32 of the Notes to the Consolidated Financial Statements, discussing the differences between Dutch GAAP
and US GAAP which materially affect reported net earnings basic and diluted, net earnings per Ordinary Share and Group equity. Additionally, reference is made to Item 4 "Information on the Company"
for information about material acquisitions and consolidations affecting the periods presented below.

These
tables should be read in conjunction with Item 5 "Operating and Financial Review and Prospects" and the Consolidated Financial Statements, and the related notes thereto, of
Buhrmann, included elsewhere in this annual report.

|                                                                                            |  | Year Ended December 31, |  
|------------------------------------------------------------------------------------------- |  | ----------------------- | -
|
|
|
|Amounts in accordance with Dutch GAAP                                                       |  |                         |  
|Net sales                                                                                   |  | 4,005                   |  
|Costs of goods sold                                                                         |  | (2,984                  | )
|Other costs of sales                                                                        |  | (115                    | )
|                                                                                            |  |                         |  
|Added value                                                                                 |  | 905                     |  
|Labor costs                                                                                 |  | (508                    | )
|Other operating costs                                                                       |  | (218                    | )
|Depreciation and amortization                                                               |  | (37                     | )
|                                                                                            |  |                         |  
|Operating result                                                                            |  | 142                     |  
|Net financing costs                                                                         |  | (19                     | )
|                                                                                            |  |                         |  
|Income from operations before taxes                                                         |  | 123                     |  
|Taxes                                                                                       |  | (22                     | )
|Other financial results                                                                     |  | 5                       |  
|Minority interests                                                                          |  | (7                      | )
|                                                                                            |  |                         |  
|Income from continuing operations before extraordinary items                                |  | 99                      |  
|Income from discontinued operations                                                         |  | 48                      |  
|Result on disposal of discontinued operations                                               |  | 82                      |  
|Extraordinary result from discontinued operations                                           |  | (91                     | )
|Extraordinary result from continuing operations                                             |  | (118                    | )
|                                                                                            |  |                         |  
|Net income                                                                                  |  | 20                      |  
|                                                                                            |  |                         |  
|Amounts with US GAAP adjustments                                                            |  |                         |  
|Net sales                                                                                   |  | 3,965                   |  
|Operating result before restructuring and integration expenses(1)(4)                        |  | 125                     |  
|Operating result(1)                                                                         |  | 125                     |  
|Income from operations before taxes and before restructuring and integration expenses(1)(4) |  | 111                     |  
|Income from operations before taxes(1)                                                      |  | 111                     |  
|Income from continuing operations before extraordinary items(1)                             |  | 73                      |  
|Net income(1)                                                                               |  | (171                    | )
|Balance Sheet Data (at period end):                                                         |  |                         |  
|Amounts in accordance with Dutch GAAP                                                       |  |                         |  
|Total assets                                                                                |  | 2,982                   |  
|Long-term debt                                                                              |  | 506                     |  
|Group equity(2)                                                                             |  | 1,420                   |  
|Amounts with US GAAP adjustments                                                            |  |                         |  
|Total assets(3)                                                                             |  | 3,595                   |  
|Group equity(2)                                                                             |  | 1,994                   |  



|                                                                                                                               |  | Year Ended December 31, |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- | -
|
|
|Other Data:                                                                                                                    |  |                         |  
|Amounts in accordance with Dutch GAAP                                                                                          |  |                         |  
|Depreciation (in millions of euro)                                                                                             |  | 36                      |  
|Amortization of goodwill (in millions of euro)                                                                                 |  | 1                       |  
|Capital expenditures(in millions of euro)                                                                                      |  | 55                      |  
|Capital stockOrdinary (in millions of euro)                                                                                   |  | 117                     |  
|Number of Ordinary Shares outstanding at year-end (in thousands)                                                               |  | 103,959                 |  
|Cash dividend declared per Ordinary Share                                                                                      |  | .48                     |  
|Income per Ordinary Share from continuing operations before extraordinary items basic                                          |  | .80                     |  
|Income per Ordinary Share from continuing operations before extraordinary items fully diluted                                  |  | .80                     |  
|Income per Ordinary Share from continuing operations before extraordinary items and amortization of goodwill basic (4)         |  | .81                     |  
|Income per Ordinary Share from continuing operations before extraordinary items and amortization of goodwill fully diluted (4) |  | .81                     |  
|Net income per Ordinary Share basic                                                                                            |  | .05                     |  
|Net income per Ordinary Share fully diluted                                                                                    |  | .05                     |  
|In millions of euro:                                                                                                           |  |                         |  
|Net cash provided (used) by operating activities                                                                               |  | 116                     |  
|Net cash provided (used) by investing activities                                                                               |  | 483                     |  
|Net cash provided (used) by financing activities                                                                               |  | (201                    | )
|Cash dividend in USD declared per Ordinary Share(5)                                                                            |  | 0.43                    |  

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Exchange Rates

The historical financial information for Buhrmann included in this annual report for all time periods ending before January 1, 1999 was originally stated
in Dutch Guilders (NLG). In January 1999 Buhrmann started reporting in euro. The historical financial information stated in NLG have been converted into euro using a rate of NLG 2.20371 to the
euro. On April 30, 2002 the Noon Buying rate for euros for cable transfers in US dollar was 0.9002.

The
following table sets forth, for the periods indicated, certain information regarding the Noon Buying Rate for the guilder (1997-1998) and the euro
(1999-2001). The term "Noon Buying Rate" means the noon buying rate in New York City for cable transfers into foreign currencies as certified for customs purposes by the Federal Reserve
Bank of New York for 1997 to 2001.

Noon
Buying rates for Dutch guilders

|     |  | Dutch guilder per US dollar
|---- |  | ---------------------------
|
|
|1997 |  | 2.0278                     
|1998 |  | 1.8770                     

Noon
Buying rates for euro

|     |  | US dollar per euro
|---- |  | ------------------
|
|
|1999 |  | 1.0070            
|2000 |  | 0.9388            
|2001 |  | 0.8901            

In
determining earnings originally stated in foreign currencies, Buhrmann used an average of daily exchange rates of the respective currency versus the euro. For the balance sheet,
Buhrmann used the exchange rates of the last business day of the reported period. The following table shows the applicable rates used for such purposes for the periods indicated:

Balance sheet
December 31, 1999

Income statement
1999Australian Dollar per euro

1.5422

1.6540Canadian Dollar per euro

1.4608

1.5857Great Britain Pound per euro

0.6217

0.6592United States Dollar per euro

1.0046

1.0668


Balance sheet
December 31, 2000

Income statement
2000Australian Dollar per euro

1.6770

1.5893Canadian Dollar per euro

1.3965

1.3712Great Britain Pound per euro

0.6241

0.6094United States Dollar per euro

0.9305

0.9240


Balance sheet
December 31, 2001

Income statement
2001Australian Dollar per euro

1.7270

1.7325Canadian Dollar per euro

1.4077

1.3868Great Britain Pound per euro

0.6080

0.6218United States Dollar per euro

0.8813

0.8955




The
following table sets forth the high and low noon buying rate for the euro of each of the monthly periods indicated (US dollar per euro):

Month

High

LowNovember 2001

0.9044

0.8770December 2001

0.9044

0.8773January 2002

0.9031

0.8594February 2002

0.8778

0.8613March 2002

0.8836

0.8652April 2002

0.9028

0.8750






Risk Factors

The key risks relating to our business and industry are included below. Additional risks of which we are presently not aware or that we currently deem immaterial
may also impair our business.

Risks Relating to Our Business

Buhrmann may overestimate the benefits from acquisitions and may incur unknown liabilities in connection with acquisitions

Statements regarding the increased earnings estimates, the anticipated operating efficiencies, cost savings and other benefits Buhrmann expects to realize from
integration of acquired businesses are forward-looking statements. Actual results for the combined operations could differ materially from results currently anticipated depending upon, among other
things:



Buhrmann
is continuing to analyze the integration of the office supplies divisions of Samas-Groep NV (Samas) and US Office Products Company (USOP), and other acquired businesses and
Buhrmann cannot assure that its targets regarding integration will be achieved.

Buhrmann
has made acquisitions, including Samas and USOP, which have certain attendant risks (see item 5 "Operating and Financial Review and ProspectsAcquisitions and
Divestments"). Buhrmann may incur undisclosed or otherwise unforeseen financial, commercial, tax, pension, litigation, environmental or other liabilities in connection with such acquisitions, or
Buhrmann may have underestimated the liabilities of which it is aware. If such liabilities materialize or are greater than Buhrmann estimates, they could result in a material adverse effect on
Buhrmann's business, financial condition and results of operations.

Buhrmann may be required to indemnify purchasers of the businesses that Buhrmann sold for pre-sale liabilities

Buhrmann has divested various subsidiaries and divisions, some of which were substantial (see Item 4 "Information on the CompanyHistory and
Development of the Company" and Item 5 "Operating and Financial Review and ProspectsAcquisitions and Divestments"). In connection with these divestments, Buhrmann has agreed to indemnify
the purchasers against various potential liabilities, such as environmental liabilities and liabilities related to taxes. Buhrmann has established reserves for such potential liabilities that Buhrmann
believes are adequate. However, Buhrmann cannot assure that these reserves will in fact be sufficient to cover these potential liabilities. The lack of adequate reserves could have a material adverse
effect on Buhrmann's business, financial condition and results of operations.

Buhrmann may not be able to manage its growth effectively

Part of Buhrmann's strategy is to take advantage of selected opportunities to grow by acquiring other businesses whose operations or product lines complement
Buhrmann's existing businesses or whose geographic location or market position enable Buhrmann to expand into new markets. However, Buhrmann may not be able to successfully consummate and/or integrate future acquisitions. The success
of any future acquisition Buhrmann makes will depend on:



Additional
risks associated with future acquisitions include:



Additional
challenges which may result from organic growth as well as growth through acquisitions include Buhrmann's ability to:



Buhrmann
cannot ensure that it will be able to adequately address these concerns. Buhrmann's failure to address these concerns could lead to a material adverse effect on its business,
financial condition and results of operations.

Buhrmann has material debt

Buhrmann has indebtedness that is material in relation to its shareholders' equity. A substantial portion of Buhrmann's cash flow from operations must be
dedicated to the payment of principal and interest on Buhrmann's debt. Buhrmann's indebtedness could have important consequences, including that:



Buhrmann's
ability to make scheduled payments or to refinance its obligations with respect to its indebtedness will depend on Buhrmann's financial and operating performance, which, in
turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond its control. Buhrmann's operating performance, cash flow and capital resources may not be sufficient for
payment of its debt in the future. If Buhrmann's cash flow and capital resources are insufficient to fund its debt service obligations, Buhrmann may be forced to reduce or delay scheduled expansion
and capital expenditures, sell material assets or operations, obtain additional capital or restructure its debt. In the event that Buhrmann is required to dispose of material assets or operations or
restructure its debt to meet its debt service and other obligations, the terms of any such transaction may not be as advantageous to Buhrmann as they otherwise might be. In addition, a change in the
rating of Buhrmann's indebtedness by rating institutions may influence Buhrmann's capacity to incur new debt and may influence interest rates to be paid thereon. A lower rating for Buhrmann generally
leads to an increase of interest expenses on new borrowings.

Buhrmann
is also restricted by the terms of its debt. The terms of such debt limit Buhrmann's flexibility in operating its business. In particular, these agreements limit Buhrmann's
ability to, among other things, incur other debt, make investments and enter into certain corporate transactions. The Senior Credit Facility (see Item 5 "Operating and Financial Review and
ProspectsLiquidity and Capital Resources"), also requires Buhrmann to meet certain financial ratios and tests. Buhrmann may not be able to do so for reasons beyond its control. If
Buhrmann fails to comply with the obligations in the Senior Credit Facility,there could be an event of default under the Senior Credit Facility. In
addition, the lender under the Senior Credit Facility could declare the debt under that agreement immediately due and payable, and seek to foreclose on Buhrmann's assets that secure the Senior Credit
Facility. If there is a default under the Senior Credit Facility, Buhrmann may not have sufficient assets to repay the debt under that facility and other debt.

If Buhrmann's contract with Heidelberger were to be terminated, or Heidelberger were to cease operations, Buhrmann could lose most of its Graphic
Systems Division's revenues

Buhrmann's Graphics Systems Division is the exclusive distributor of printing equipment manufactured by Heidelberger in a number of countries. The Graphics
Systems Division derives its revenues primarily from sales of such equipment. The exclusive distribution agreement runs for an indefinite period of time; parties agreed that it cannot be terminated
before June 30, 2003. If Heidelberger were to terminate the distribution agreement or cease operations (without a successor), Buhrmann's business, financial condition and results of operations
may be adversely affected.

Inability to maintain and update its information systems effectively could disrupt Buhrmann's business processes

Buhrmann needs to maintain and consistently upgrade sophisticated information systems to grow its businesses and achieve operating efficiencies. If Buhrmann fails
to do so, its information systems may not function correctly or efficiently, which could have an adverse effect on Buhrmann's ability to perform administrative functions and process and distribute
customer orders, and prevent Buhrmann from realizing anticipated cost savings. This in turn would have an adverse impact on Buhrmann's results of operations. If Buhrmann fails to implement anticipated
information technology improvements within the anticipated time frame, such failure could have a material adverse effect on Buhrmann's business, financial condition and results of operations. Buhrmann
may be unable to effectively integrate sophisticated information systems of newly acquired companies into its existing information system, thus possibly failing to realize important cost savings and
synergies that Buhrmann expects to result from such acquisitions.



Buhrmann's exposure to exchange rate fluctuations may adversely affect its financial results and condition

Buhrmann's subsidiaries are exposed to exchange rate fluctuations on both an operational and a reporting level. Buhrmann prepares its Consolidated Financial
Statements in euro. Buhrmann's subsidiaries generally report their results of operations in local currency. Consequently, in 2001 approximately 50% of Buhrmann's revenues, 65% of Buhrmann's borrowings
and 55% of Buhrmann's operating result before depreciation and amortization of goodwill were denominated in US dollar. Although Buhrmann enters into forward foreign exchange and currency swap
contracts to minimize its exposure to exchange rate fluctuations, Buhrmann is to a certain extent still exposed to exchange rate fluctuations. Accordingly, Buhrmann's reported results of operations
and financial condition could be adversely affected by changes in currency exchange rates between those currencies and the euro.

Cost reduction programs

In the course of 2001, Buhrmann implemented cost reduction programs, including a reduction in the number of staff. Buhrmann expects that these programs will
result in structural cost savings and will improve Buhrmann's operating results. However, this expectation involves a number of assumptions and uncertainties, and as a result, Buhrmann may not achieve
the expected benefits. Buhrmann recorded extraordinary charges in 2001 for these cost reduction programs. Buhrmann cannot assure that additional charges of this kind will not be required in the future
as well.

Risks Relating to Our Industry

The demand for Buhrmann's products and services relates to the number of white collar workers employed by Buhrmann's customers

An interruption of growth in the markets where Buhrmann's customers operate may have an adverse effect on Buhrmann's operating results. The demand for Buhrmann's
products and services, most notably in office products, relates to the number of white collar workers employed by Buhrmann's customers. A reduction of white collar workers at Buhrmann's customers base
may adversely affect Buhrmann's operating results.

In
addition, Buhrmann's customers may, on short term notice, postpone or reduce spending on Buhrmann's products and services per white collar worker. Customers may also, on short term
notice, substitute certain of Buhrmann's products and services for its otherlower marginproducts and services. Any such postponement, reduction or substitution may also
adversely affect Buhrmann's operating results.

Fluctuations in paper prices may adversely affect Buhrmann's gross margins and operating results

Buhrmann's results and working capital for the Paper Merchanting Division are sensitive to paper price fluctuations. Several factors contribute towards the
volatility of paper prices, including the length of the supply chain and the level of utilization of pulp and paper making capacity and the timing and scale of new capacity investments. Decreases in
market price generally cause a decrease in the gross margins per ton of Buhrmann's paper merchanting subsidiaries. The volatility of paper prices may also have an impact on margins, since there is
generally a time lag before price movements pass through the markets to our customers. A 1% change in paper prices may lead to an approximately 2% change in the operating result of the Paper
Merchanting Division.



Buhrmann could lose market share and profit margins due to increased competitive pressures

Each of Buhrmann's divisions operates in a highly competitive market. Many of Buhrmann's competitors offer the same or similar products that Buhrmann offers to
the same customers or potential customers. Some of Buhrmann's competitors may have advantages over Buhrmann, including greater financial resources, better technical capabilities, better marketing
capabilities, the ability to adapt more quickly to changing customer requirements, greater name recognition and the ability to devote greater resources to developing, promoting and selling their
products. Also, new entrants in Buhrmann's markets such as new internet based businesses, may alter the competitive landscape to Buhrmann's disadvantage. If Buhrmann's competitors successfully exploit
these advantages, they could force Buhrmann to lower its prices or may cause Buhrmann to sell fewer of its products, either of which could materially adversely affect Buhrmann's business, financial
condition and results of operations.

Forward-Looking Statements

This document contains certain forward-looking statements concerning Buhrmann's future operations, economic performances, financial conditions and financing
plans, including such things as business strategy and measures to implement strategy, competitive strengths, goals, expansion and Buhrmann's business and operations and references to future success.
These statements are based on certain assumptions and analyses made by Buhrmann in light of its experience and its perception of historical trends, current conditions and expected future developments
as well as other factors it believes are appropriate under the circumstances. However, whether actual results and developments will conform with Buhrmann's expectations and predictions is subject to a
number of risks and uncertainties, including, among other things, the risk factors discussed above. Consequently, all of the forward-looking statements made in this document are qualified by these
cautionary statements, and there can be no
assurance that the actual results or developments anticipated by Buhrmann will be realized or, even if substantially realized, that they will have the expected consequences for or effects on Buhrmann
and its subsidiaries or their business or operations.



ITEM 4: INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

Company History

Buhrmann N.V. was incorporated in 1875 under the name Koninklijke Nederlandsche Papierfabrieken N.V. (KNP). Upon KNP's merger in 1993 with
Bührmann-Tetterode N.V. and VRG-Groep N.V., the combined company N.V. Koninklijke KNP BT ("KNP BT") was formed. KNP BT was active in three main areas: paper manufacturing,
packaging, and business services and distribution.

In
1997 and early 1998, KNP BT made certain strategic decisions concerning its future. In April 1997, KNP BT divested its protective and flexible packaging activities for EUR
454 million to Tenneco, Inc. In December 1997, KNP BT sold its paper manufacturing subsidiary, KNP LEYKAM, to Sappi Limited ("Sappi"), a South African paper group. In
consideration for the sale of KNP LEYKAM, KNP BT received EUR 335 million in the form of loan notes (sold immediately following the closing for EUR 307 million in cash) and
44.6 million shares in Sappi. Buhrmann sold these shares in two tranches; 31.5 million as part of a global offering by Sappi in November 1999, and in February 2001 the
remaining 13.1 million. In June 1998, the remainder of the packaging business (Kappa) was sold for EUR 1.4 billion to two venture capital groups, CVC and Cinven.

In
August 1998, KNP BT was renamed Buhrmann N.V. At that time the former KNP BT's business services and distribution activity remained as its major business activity.

In
October 1999, Buhrmann acquired 100% of the outstanding capital stock of Corporate Express, Inc. The acquisition and the related refinancing costs amounted to
approximately USD 2.6 billion, raised by means of a Senior Credit Facility in the amount of USD 1.9 billion (see item 5 "Operating and Financial Review and ProspectsCapital
Resources"), the issue of USD 350 million 121/4% Senior Subordinated Notes due 2009 (the "121/4% Notes") and the issue of Preference Shares C in the amount of USD
350 million. The acquisition of Corporate Express provided Buhrmann with significantly increased scale, a good platform for growth, an improved information technology system and an experienced
US-based management team. The subsequent integration of Corporate Express resulted in substantial synergies and cost savings from improved purchasing terms, the merger of duplicative head
offices, warehouses, distribution facilities and back offices and staff reductions. In November 2000, Buhrmann issued EUR 300 million of Ordinary Shares; the proceeds were used to reduce
acquisition debt.

In
the first half of 2000, Buhrmann divested its Information Systems Division (comprising value added resellers of personal computers, computer networks, peripheral equipment and related
services, as well as an IT training business), which was no longer considered a core business. The value added resellers, operating under the names of Info'Products and Allium, were sold in
May 2000 to a newly formed subsidiary of Specialist Computer Holdings plc of Great Britain, a large privately owned technology group. A portion of the consideration was financed by Buhrmann
through loan notes, the principal of which was repaid in May 2002.

In
June 2000, Buhrmann issued EUR 123 million of Ordinary Shares to fund the Company's general acquisition program.

Buhrmann
acquired the office supplies division of Samas for EUR 321 million in cash in April 2001 and the assets of USOP's North American office products business for USD
172 million (EUR 193 million) in cash in May 2001. The integration of the Samas office supplies division in Europe and the USOP office products business in North America expanded
Buhrmann's market scope in those two regions. Synergies have been realized from the integration of administrative, marketing, and support services functions, improved purchasing scale benefits, and
the rationalization of warehouses and distribution facilities. The Samas and USOP acquisitions were financed partly by means of additional debt under the Senior Credit Facility and partly by means of an issue of Ordinary
Shares in March 2001 which raised EUR 665 million, net of expenses.

A
precondition for approval by the European Commission of the acquisition of the Samas office supplies division was the sale of the office products division of Buhrmann's subsidiary
Corporate Express Nederland B.V. This sale was effected in November 2001.

In
September 2001, Buhrmann listed American Depository Shares (ADSs), representing its Ordinary Shares, on the New York Stock Exchange. The ADSs are quoted under the symbol "BUH".
The ADSs, evidenced by American Depositary Receipts (ADRs), each represent one Ordinary Share of Buhrmann N.V. There was no public offering of shares by Buhrmann in connection with this listing, nor
creation of any additional shares. Buhrmann's primary listing of Ordinary Shares remains at Euronext NV in Amsterdam, quoted under the symbol "BUHR". Buhrmann's Ordinary Shares are also listed on
Deutsche Börse in Frankfurt.

The
legal name of the Company is Buhrmann N.V. (Naamloze Vennootschap). It is incorporated under the laws of the Netherlands and has its statutory seat in Maastricht (the Netherlands).
Our registered office address is Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands and our telephone number is +31 20 6511111.

Our
agent in the United States for service of process in connection with our 121/4% Notes is CT Corporation, 111 Eighth Avenue, New York, NY 10011. The transfer agent,
registrar and depositary for the ADSs is The Bank of New York, located at 101 Barclay Street, New York, NY 10286.

Business Overview

Introduction

As an international business services and distribution group, Buhrmann is a major global distributor of office products, paper and graphic systems for the
business market. A combination of state-of-the-art information technology and advanced logistic processes allows Buhrmann to distribute its products in a highly
efficient way. Buhrmann's activities are grouped in Office Products, Paper Merchanting and Graphic Systems.

Buhrmann
generated sales in the year 2001 of EUR 10.4 billion. The customer base in Office Products is spread over many industries and sectors including governmental agencies,
though most of these customers are large- or medium-sized. Sales in Paper Merchanting and Graphic Systems depend primarily on graphic markets in Europe. Concentration of customers is very low (no
customer represents more than 1% of Group sales) and customer turnover is historically modest. Goods and services are sourced from many different suppliers with the exception of Graphic Systems which
distributes primarily printing equipment from one supplier exclusively (Heidelberger).

At
the end of 2001, Buhrmann had approximately 27,000 employees in 30 countries.

Office Products

Buhrmann's Office Products activities operate under the name of Corporate Express. Based on revenue, Corporate Express is a market leader in the sale,
distribution and service of office and computer products to the business market in North America, Australia and Europe. Products of this type are ideally suited for Internet selling, which accounts
for a rapidly growing proportion of total sales. Orders can be placed more easily, efficiently and accurately via the Internet than by using traditional methods such as telephone or fax where there is
a greater risk of incorrect data input.

Paper Merchanting

Buhrmann is a market leader in Europe in Paper Merchanting, based on tons of paper sold. Annually, Buhrmann distributes over two million tons of paper to
different types of printers, publishers, sign makers and office market users, predominantly in Europe. This ranges from paper for copiers and laser and inkjet printers to large sheets for printing
presses.

Buhrmann
has four private brands:



In
addition to paper, Buhrmann distributes a large range of packaging materials and self-adhesive and synthetic materials for the display and digital print market. These
products are used for lettering on building signs, as well as advertising slogans on buses, trains and aircraft.

Graphic Systems

Buhrmann is a leading distributor of graphic machines, materials and related services to the professional graphics industry in Belgium, Greece, Italy, Luxembourg,
the Netherlands and Spain, based on revenue. The product range is led by the industry-leading Heidelberg printing presses and also includes pre-press systems, cutting, folding and binding equipment. Buhrmann also distributes consumable printing supplies such as films, plates and inks, as well as spare parts.

Business Strategy

General

As an international business services and distribution group, our focus is exclusively on the marketing and distribution of products and services to business
customers. The markets that benefit most readily from our capabilities are the developed markets of the world that feature a high Gross Domestic Product (GDP) per capita. In particular, we focus our
business activities on markets with the following characteristics:



In
general, having leading positions in these markets results in scale advantages and cost-efficiencies. Therefore, we strive to be the leading distributor in each regional
market in which we operate. Our strategy excludes production and retailing activities.

Focused e-business Strategy

To take further advantage of ongoing industry trends of globalization, consolidation and increased customer sensitivity toward procurement costs, Buhrmann is
committed to investment in next-generation e-commerce systems. Many of our customers order their office supplies and services via the Internet. Our ability to leverage our
world-class "bricks and mortar" infrastructure of distribution centers, back-office ERP (Enterprise Resource Planning) systems and delivery and fulfillment capabilities will be
crucial to our success in this area. This strategic investment focuses on four key approaches to e-business: a next-generation e-commerce system; an improved
third-party/ e-procurement connectivity capability; a small-and-medium-sized company product offering; and a multi-vendor capability. We have defined these
approaches according to how companies, large and small, are approaching procurement on the Internet. In Office Products, we will continue to serve our large corporate customers with expanded global
e-procurement solutions that will enhance our direct selling expertise worldwide. We will also address the needs of our large customers with new selling models, such as integrating with
our customers' electronic procurement software and participating in multi-vendor portal models.

Much
of the development work of the next generation e-commerce system in our office products activities in North America is complete and we expect full roll-out
of this system during 2002. This know-how is utilized in our European Office Products business to further enhance our European capability. Currently most of our European operations use the
e-commerce tool SyntraNet. Our Australian business has emerged as one of the leaders in business to business e-commerce applications. In Paper Merchanting and Graphic Systems,
the development of a joint e-commerce tool was by and large completed and integrated with a shared system for linking-up with our various back-office applications.
In 2001 several operating companies in Paper Merchanting and Graphic Systems implemented the new system and started to bring their customers on-line.

Increase sales by leveraging global service capabilities

Buhrmann intends to increase sales through continued emphasis on service quality in each of its activities. Buhrmann believes that, in office products, service
quality (i.e., fill rates, lead time and delivery reliability) and the ability to provide a wide range of high quality products and a 'best in class' distribution infrastructure with a wide geographic
scope are the key criteria that its customers consider when selecting preferred suppliers.

Realize cost savings opportunities

Buhrmann believes it will be able to obtain significant synergies on an annual basis by integrating businesses of acquired companies into its existing platform of
strong purchasing agreements with its suppliers. These synergy benefits will be mainly derived from improved purchasing terms, the merger of duplicative head offices, warehouses, distribution
facilities, back offices, staff and other reductions, as well as from cost savings on further IT investments.

Improve operating margins

Buhrmann has identified opportunities to improve the operating margins in each of its activities. In Office Products, Buhrmann will try to improve operating
margins by (i) engaging in targeted marketing programs to increase sales of value-added products that carry higher margins, (ii) eliminating unprofitable product lines,
(iii) centralizing or regionalizing certain administrative and operational functions and (iv) integrating information technology systems. Buhrmann intends to improve operating margins in
Paper Merchanting by focusing on the business papers segment of the market and additional cost reduction measures in back-office functions.

Strategic acquisitions.

Organic growth is unquestionably our primary focus. However, there are still opportunities for acquisitions in our office products and paper distribution markets.
These are predominantly small to medium-sized companies through which we can extend our service offering and leverage our infrastructure, by expanding our presence geographically and by growing our
volumes. When business conditions permit, we envision making other acquisitions in the context of the ongoing market consolidation.

Industry Trends

Industry Consolidation

The acquisitions of Corporate Express and the office supplies businesses of Samas and USOP more than doubled the size of Buhrmann on a worldwide basis, both in
terms of annual sales and global reach. Additionally, Buhrmann made a number of smaller acquisitions in the office products and paper merchanting markets.

However,
the office products industry is still fragmented, especially in Europe. Accordingly, there are additional opportunities for further consolidation within the industry, and this
trend is expected to drive our growth going forward. Buhrmann plans to continue to employ the dynamic acquisition strategy of purchasing small-to-medium-sized regional
companies to increase market share and to fill in geographic gaps.

Global Sales and Merchandising Strategy

A predominant driver of the consolidation trend within the worldwide office products industry is a movement toward the globalization of our customers. As
corporations become increasingly global, they are looking to their suppliers for centralized international purchasing solutions that provide distribution and fulfillment on a local level. To reduce operating expenses, customers want to make purchasing decisions from one central location for their global business, but need the inventory management,
day-to-day purchasing needs, and delivery of products and services to be fulfilled in local markets.

The
globalization trend has contributed to our ability to drive industry consolidation through acquisitions. We believe that we now have the geographic spread and operational scale to
grow profitably by capturing increased market share.

Customers Seeking a Single-Source Supplier

Another aspect of the trend toward the single-source supplier model is the continuing desire by customers to outsource non-core office- related
activities. In Office Products, we experience greater demand from customers who prefer to use a single source for complementary office-related products and services, such as forms and print
management. Buhrmann continues to address this market need by leveraging its existing infrastructure and systems to offer additional products and services. This strategy allows our customers to focus
their resources on efficiently running their businesses. For distributors, such as Buhrmann, to benefit from this trend, it is crucial to provide world-class logistical service, including ordering,
fulfillment and delivery of products and services. Therefore, we realize that it is essential to manage, monitor and control all factors that affect our service organization, such as running outlying
distribution centers and customer service functions.

Seasonality

Buhrmann's businesses are affected by seasonal variations. This is partly as a result of increased customer ordering in the fourth quarter of each year in advance
of year-end closing in order to, among other things, increase the level of spending allowances for the following year. In addition, within a quarter, sales pile up at the end of the
quarter. Accordingly, Buhrmann has historically experienced higher sales volumes and operating results in the fourth quarter of the year.

Divisions

Buhrmann's three business activities are organized into five divisions. These are the three Office Products Divisions of North America, Europe and Australia, the
Paper Merchanting Division and the Graphic Systems Division. For reporting purposes, the Office Products Divisions Europe and Australia are combined. Therefore, both of them are addressed together in
this section.

Office Products North America

Key figures (in millions of euro, except number of employees)

|                                                          |  | 2001   |   | 2000   |   | 1999   |  
|--------------------------------------------------------- |  | ------ | - | ------ | - | ------ | -
|Net sales                                                 |  | 5,221  |   | 4,703  |   | 1,603  |  
|Operating result before amortization of goodwill          |  | 242    |   | 333    |   | 62     |  
|Average capital employed                                  |  | 1,063  |   | 925    |   | 294    |  
|Return on sales (ROS)                                     |  | 4.6    | % | 7.1    | % | 3.9    | %
|Return on average capital employed (ROCE) before goodwill |  | 22.8   | % | 35.9   | % | 20.5   | %
|Number of employees at year-end                           |  | 14,240 |   | 13,262 |   | 13,792 |  

General

The Office Products North America Division operates under the name Corporate Express and is a leading full-service distributor of office products and
related services to businesses in the United States and Canada. In addition to office products, which include computer and imaging supplies and furniture, Corporate Express has three complementary specialty businesses: desktop software, promotional marketing products and forms management services.

The
USOP acquisition in May 2001 (see "Company history" above) improved the market leadership position of Corporate Express, because it immediately provided direct access to a
growing market of medium-sized businesses in the United States. Based on revenue, USOP was the fifth largest business-to-business office products distributor in the United
States. USOP offered a full range of office products, including traditional office products, office furniture, computer supplies and accessories, business forms and software. It also sold, on a
limited basis, office supplies to walk-in customers in a small number of locations where USOP retained individual retail stores. Synergies are arising from the integration of Corporate
Express' and USOP's warehouses and distribution facilities as well as the integration of administrative, marketing and support services functions. In addition, Corporate Express is realizing synergies
from improved purchasing scale benefits. The integration is progressing rapidly, with 95% of the integration of warehouses and distribution facilities completed by December 2001.

Corporate
Express North America serves almost 90% of the Fortune 500 companies and many smaller to medium-sized companies across the United States and Canada. On December 31,
2001, the Division operated from 257 office products locations, including 42 state-of-the-art distribution centers, many of which are ISO 9002 certified and had
approximately 14,000 employees. ISO 9002 is a quality standard for sales, production, installation and distribution. This standard is set by the International Standards Organization (ISO), a worldwide
organization recognized for its commitment to quality throughout the world.

The
Division's specialty products business had 55 locations, including 12distribution centers. The Division's head office is located in Broomfield, Colorado.

Industry overview

Corporate Express North America operates primarily as a contract distributor. Contract distributors typically serve medium and large-size business
customers through the use of a customized, contracted product catalogue and a direct sales organization. They typically stock certain products in distribution centers and deliver these products to
customers on the next business day. The major contract stationers
carry a significant proportion of their merchandise in-stock, relying only upon wholesaler intermediaries for inventory backup and increased product breadth, while smaller contract
distributors carry a much smaller portion of their merchandise in stock.

The
non-store office products distribution industry in the United States has been rapidly consolidating and as a result of this consolidation, the number of independent,
midsize office products contract distribution companies has declined significantly. Large companies, such as Corporate Express, serving a broad range of customers, have acquired many of these smaller
businesses.

A
reason for such consolidation is that medium- and large-size companies, the market segment in which Corporate Express North America operates, are increasingly opting to use
a single national supplier. Central purchasing of office products and services provides several advantages for customers. For example, a customer could take advantage of the economies of scale
Corporate Express offers and achieve uniformity in its office products services and distribution company-wide while reducing its procurement process costs by dealing with one supplier and
uniform system.

Strategy

In order to address the market conditions in the US office products industry, Buhrmann has supplemented internal growth with acquisitions, acquiring a large
number of office product distributors in the United States. The practice has been to integrate acquired companies into the overall infrastructure with a goal of improving purchasing power and reducing selling, administrative and other costs. In the coming years, Corporate Express North America will strive to grow organically and
continue to improve quality, lower operating costs and enhance margins. To reduce costs, Corporate Express North America is further centralizing and/or regionalizing certain administrative functions
as well as increasingly automating the distribution centers and integrating the branch offices.

Product Offerings

Corporate Express North America offers its customers a full range of office products and services, including:



E-Business

E-commerce sales, as a percentage of total sales of the Division, increased significantly and are expected to grow in the years to come. The
development of the Division's next generation electronic commerce ordering and fulfillment system "E-Way" will is expected to be rolled out before year-end 2002. This includes
the development of value-added features, such as increased customization, online invoicing systems, improved catalogue features, content management, pricing, account and customer support systems.
Additionally, the Division plans to continue to participate in third-party procurement selling models and integrate our next-generation ordering systems with our customers' electronic
procurement platforms. The Division continues to integrate its Internet technologies with its back-end infrastructure systems to better serve our customers by receiving, fulfilling and
delivering orders as efficiently as possible.

Sales and marketing

The marketing strategy is designed to increase the customer base of medium and large-sized businesses and institutions by demonstrating to customers and potential
customers that the total overall cost of managing their office products needs can be reduced by focusing on process cost reduction. Corporate Express North America works with customers to simplify and
reduce the costs of the office product procurement process by providing services such as customized and tailored catalogues, electronic as well as paper requisition forms, EDI and Internet ordering.

Corporate
Express North America markets its products and services to customers using Corporate Express' Office and Computer Products Catalogue. Many of the office products offered in
this
catalogue are kept in stock at Corporate Express' distribution centers. Additionally, Corporate Express North America is linked electronically to certain suppliers so that items not in stock can be
delivered to a customer on a next-day basis and its inventory levels can be better managed. In addition to the catalogue, Corporate Express North America produces a substantial number of
customized and promotional catalogues.

Corporate
Express North America markets and sells its products and services to both contract and non-contract business customers through a network of national account
managers and local employee sales representatives. Contract customers enter into agreements with Corporate Express North America setting prices for certain products over an agreed time period. The primary responsibility and
priority of the national account managers is to acquire, retain and increase sales of Corporate Express' range of products and services to large, multiplelocation customers. The local
sales force is generally commission-based and is organized within each of the major product categories. Corporate Express North America is focusing on expanding its national account customer base to
increase the cross-selling opportunities among its various product lines.

Logistics and Purchasing

Corporate Express North America receives orders through its E-Way eCommerce tool and through its Electronic Data Interchange systems, or EDI, as well
as by traditional telephone and fax order methods. After an order has been placed with Corporate Express, a picking document is created for those items in stock and routed to the appropriate
distribution center for order fulfillment. At the same time, Corporate Express' EDI system transmits those portions of the orders not in stock to Corporate Express' vendors. Corporate Express North
America is able to acquire many items not in its own inventory on the same day and to combine such items with the in-stock items to yield a first time fill rate in the United States
exceeding 99%. This means that over 99% of the office products ordered are delivered to the customer within 24 hours. Corporate Express has been recognized as Supplier of the Year by many of
its customers including AOL-TimeWarner, Deutsche Bank, General Motors, and Sun Microsystems. eWeek magazine named Corporate Express one of the top 10innovators in Customer Relationship
Management.

Corporate
Express North America's, larger distribution centers typically have in stock approximately 9,000 Stock Keeping Units, or SKUs, of office supplies. These are the most popular
items contained in Corporate Express' catalogue in both printed and electronic versions which provide a comprehensive selection of more than 13,000 items in the core categories of office and computer
supplies. Corporate Express North America offers manufacturers name brands, as well as its own "EXP" private label. A large majority of these items are maintained in inventory in the distribution
centers. Corporate Express North America also has access, through EDI and other supplier ordering systems, to over 50,000 additional SKUs of office products, computer supplies and catalogue furniture
from wholesalers and other suppliers, enabling it to provide its customers with immediate access to a broad range of products, including those not stocked at its facilities. Corporate Express North
America provides a wide variety of customized value added services, such as customer specific electronic catalogues, which are designed to reduce the customer's total overall cost of managing its
office products needs.

The
distribution centers generally have a logistical reach of up to approximately four to five hours by truck in any direction and Corporate Express North America uses a combination of
their own vehicles and third-party delivery services to deliver office products.

Corporate
Express North America intends to continue to invest aggressively in enhanced warehouse and distribution technology, such as pick-to-voice systems to
improve customer service capabilities.

Corporate
Express North America purchases a large majority of the products in volume directly from manufacturers or major office products wholesalers, who deliver the merchandise to each
of the distribution centers.

To
maximize purchasing power, Corporate Express North America's purchasing strategy has been to establish preferred relations with certain suppliers with whom it can capitalize on
purchasing economies. This "preferred supplier" strategy creates advantageous pricing relationships and has led to competition among suppliers for inclusion in this group. In addition, the office
products sold under the EXP brand name are being sourced. The EXP product line consists of over 600 large volume products which represent an offering to customers of high quality merchandise attractive pricing.

Competition

Corporate Express operates in North America in a highly competitive environment, which has resulted in pressure on gross profit margins for the last few years.
The primary competitive factors in the US office products distribution industry are service, price and product offerings.

Buhrmann's
principal competitors in the United States, which vary in the different regions in which Buhrmann operates, are national office products distributors, traditional contract
stationers, direct mail order companies, retail office products superstores and stationery stores. Buhrmann's target market is medium and large-sized businesses and institutions. Buhrmann believes
that large value-added office products distributors, such as Buhrmann, can provide the lowest total overall cost of managing its customers' office products needs, high levels of service, convenience
and rapid delivery.

Information technology

Corporate Express North America is using EDI, reporting and other information technology systems designed to decrease response times and error rates and improve
customer service, and has several operating systems to enhance its operations. Its e-Commerce tool E-Way generates an increasing amount of fully automated orders, reducing
costs for both the customers and Corporate Express. This system is linked to the general order entry system which is part of the ERP (Enterprise Resource Planning) system called ISIS used in the
United States nationwide. Key features of the ISIS system are the use of three-tier client server architecture that allows customers and suppliers to better communicate with Corporate
Express, object oriented design techniques and a relational database designed to handle customer inquiry, data warehouse and management information applications

Corporate
Express North America also provides its customers with billing and usage information in hard copy or magnetic tape, cartridge or diskette media, in each case designed to a
particular customer's specifications. Customized cost center billing gives the customer the ability to analyze and rationalize its ordering and usage of office supplies and to use such information for
budgeting purposes.

Office Products Europe and Australia

Key figures (in millions of euro, except number of employees)

|                                                          |  | 2001  |   | 2000  |   | 1999  |  
|--------------------------------------------------------- |  | ----- | - | ----- | - | ----- | -
|Net sales                                                 |  | 1,496 |   | 1,330 |   | 754   |  
|Operating result before amortization of goodwill          |  | 53    |   | 41    |   | 27    |  
|Average capital employed                                  |  | 239   |   | 242   |   | 116   |  
|Return on sales (ROS)                                     |  | 3.5   | % | 3.1   | % | 3.6   | %
|Return on average capital employed (ROCE) before goodwill |  | 22.3  | % | 17.1  | % | 23.4  | %
|Number of employees at year-end                           |  | 6,228 |   | 6,100 |   | 5,727 |  

General

Buhrmann's Office Products Europe Division operates under the name Corporate Express and is, based on 2001 sales, the number two
business-to-business office products and services distributor in Europe.

The
Division's position was enhanced by the acquisition in April 2001 of the office supplies division of Samas (see "Company History" above), which strengthened Corporate Express'
market position in the Benelux, the United Kingdom, Ireland and Germany. More than 90% of the sales of the Samas office supplies division were generated in the Netherlands and the United Kingdom,
where it had strong market positions.

Buhrmann
had to sell its existing office products subsidiary in the Netherlands in order to obtain approval from the European Commission for the acquisition of the Samas office supplies
division. After
the replacement of the existing operations by the Samas acquisition, the Office Products Europe Division continues to have extensive operations in the Netherlands.

The
former Samas office supplies operations are now operating under the trade name of Corporate Express.

The
larger scale that the Samas office supplies acquisition provides will foster margin improvement in Europe as Corporate Express combines its increased purchasing volumes by
integration and by emphasizing pan-European products rather than local ones. Increased integration efforts in the logistics area will also yield margin improvements. Improvements in
economies of scale in Corporate Express Europe's warehouses and investments in technology to automate its processes will reduce overall costs per orderline and also provide an increased ability to satisfy its customers with on-time, error-free, complete deliveries.

Corporate
Express has a prominent presence in most major European nations, except for Spain and Switzerland where it distributes products through exclusive partnerships. Corporate
Express operates across Europe with 31distribution centers and 114 sales offices and had approximately 4,700 employees at the end of 2001.

Also
operating under the name of Corporate Express is the Office Products Australia Division. Buhrmann owns a 52 percent interest in Corporate Express Australia Ltd, which
is listed on the Australian Stock Exchange, the remaining shares are held by public shareholders.

Corporate
Express is the number one business-to-business office products distributor in Australia and number two in this market in New Zealand, based on 2001
sales. Corporate Express Australia serves its customers from 25 sales and distribution centers and had approximately 1,500 employees at the end of 2001.

Industry overview

The office products business in most major international markets is following similar trends to those seen in the United States in recent years. The industry in
Europe is fragmented and is being consolidated by major office product. As in the United States, large contract stationers are establishing customer relationships with medium and large corporations
that are seeking to lower the cost of procurement for consumable office supplies. In addition, there is growing interest, particularly in European markets, in multinational relationships between large
global corporations and the major contract stationers with international operations, such as Corporate Express.

Buhrmann
believes there are several advantages for customers that use central purchasing of office products, including office supplies, office furniture, business machines and services.
For example, a customer could take advantage of the economies of scale offered by larger suppliers and achieve uniformity in its office products services and distribution company-wide
while reducing procurement process costs by linking on to the electronic order systems.

Strategy

In order to realize the necessary volume in the European market, which is needed to take maximum advantage of economies of scale, Corporate Express Europe has
supplemented internal growth with acquisitions. Its practice has been to integrate acquired companies into its overall infrastructure with the objective to reduce selling, administrative and other
costs in the long-term. However, in the short-term, such acquisitions have sometimes created and could create additional costs, as existing systems are kept operational while
new systems are implemented. Corporate Express Europe intends to expand the European office product. Corporate Express Europe expects to generate cost savings by further integrating sales and back
offices. Corporate Express Europe also expects to generate cost savings through the integration of the office products distributors acquired in recent years. Certain European functions, like
purchasing, international account management, international product management and e-commerce management will be centralized on a European level. Corporate Express Europe will continue to
supplement organic growth with the addition of strategic acquisitions in traditional and specialist businesses.

In
Australia, Corporate Express will capitalize on its unique national customer service capability and reputation in Australia by further expanding its single-source supplier strategy
and will pursue opportunities in other market areas that offer the potential for significant growth.

Product Offerings

Corporate Express Europe offers its customers a full range of office products including office supplies (such as computer supplies, stationery and office paper),
office furniture, copiers and business machines. It also offers services such as office facility management, and sells and provides services relating to advertising speciality and promotional products
and business forms. Corporate Express Europe is not only selling "branded" products but is also selling private label products.

Corporate
Express Australia also offer customers a comprehensive range of office supplies including computer supplies, stationery, IT products, office furniture, print and forms
management, promotional
products and coffee catering and washroom products. The private label brand, "EXP" available throughout Australia and New Zealand provides customers with high quality, cost saving product
alternatives.

Sales and marketing

Corporate Express Europe focuses its marketing efforts on medium to large-sized accounts to which it markets its products and services through a dedicated sales
force in each national market using electronic and printed catalogues of its products and services. Corporate Express works with customers to try to simplify and reduce the costs of the office product
procurement process by providing services such as customized and tailored catalogues and electronic ordering and product information systems. In addition, a substantial number of promotional
catalogues is produced.

Corporate
Express runs a European catalogue which contains a range of approximately 3,000 common products. These products are included in the country catalogues together with
1,500-2,000 additional products, which are specific for the local markets and for customers. The catalogue is also available in Corporate Express Europe's e-commerce Internet
tool as well as on CD-ROM. Corporate Express developed a new catalogue that will be used by its international customers throughout Europe. Corporate Express believes that the new catalogue
will be helpful to its international customers, in that the customers will have a uniform catalogue full of items available for immediate delivery to any of the customers' European locations.

Corporate
Express Europe employs a "differentiated sales approach" whereby it tailors its sales approach to the type of customer it is approaching. For example, an international account
department is established to service large, international companies, while individual countries have both large account and regional sales forces, addressing the different market segments.

Corporate
Express Europe keeps most of the office products it offers in its catalogues in stock at its distribution centers. Additionally, Corporate Express Europe maintains electronic
links to certain suppliers so that items not in stock can be delivered to a customer on a next-day basis, enabling Corporate Express Europe to deal efficiently with working capital and
warehouse capacity.

Maximizing
its unique geographic infrastructure, linked via one computer system and with outlets located throughout Australia, Corporate Express Australia is able to offer customers a
common national service. A specialist National Accounts Team, offering a unique service unmatched within the industry, manages these national customers.

Logistics and Purchasing

Corporate Express Europe receives orders through EDI, as well as by traditional telephone, fax and internet, PC-based ordering tools. Orders are
routed to the warehouse to be picked and packed. Corporate Express Europe achieves an average first order fill ratio of over 95% (i.e., over 95% of orders are delivered complete the first time). The
distribution centers use different technologies for picking orders. Corporate Express Europe has decided to change or replace methods and systems for those distribution centers that have become
obsolete or inefficient operations or for which the capacity must be extended in order to serve higher volumes. A new distribution center is under construction in the Netherlands in order to solve capacity limitations and to increase productivity and service
levels. In the United Kingdom, Corporate Express is presently concentrating all its logistic operations in Birmingham by doubling its capacity there while closing other distribution centers. Corporate
Express Europe is constantly reviewing the efficiency and effectiveness of its warehouses.

The
new distribution centers use latest technologies such as smart conveyor belts, automatic bar code scanning, (pallet) flow racks, wave-based order picking and weight
checks, all with the objective of achieving high quality and efficiency. Corporate Express Europe is standardizing warehouse management systems in its operating companies which is expected to improve
the operational control of all the pick and pack activities as well as all resource management activities. Corporate Express Europe employs a number of different transportation options, such as
delivery by truck and parcel services, depending on the size of the order and the location of the customer.

Corporate
Express purchases most of its products in high volume directly from manufacturers who deliver the merchandise to distribution centers. Corporate Express Europe's goal has been
to establish strong relationships with preferred suppliers with a view to achieving both lower prices and lower inventory levels as a result of the suppliers' willingness to provide prompt delivery
out of their inventory. Corporate Express Europe has accomplished this by entering into agreements to purchase large quantities from certain suppliers on a centralized basis. It is thus able to
negotiate favorable discounts and rebates that apply to purchases by all of Corporate Express Europe's operations.

Corporate
Express Europe's strategy has led to competition among certain suppliers to be chosen as one of its suppliers. As a result, Corporate Express Europe will consider further
consolidating its purchases from key suppliers to increase its importance to those suppliers, thereby increasing its bargaining power with its largest suppliers.

Major
rationalization has been achieved in supply partners in Australia and New Zealand. Such rationalization has resulted in greater trading with major suppliers, SKU rationalization,
dramatically increased focus of total support along with improved servicing and financial rewards. Corporate Express Australia sees an even greater future with its strategic suppliers in moving
forward together and further increasing trading, communication, and alignment in the areas of supply chain management. An
effective and seamless supply chain will further increase service levels, while eliminating unnecessary cost and duplication.

Competition

Corporate Express Europe operates in a highly competitive environment. Its competitors in office products include national office products distributors,
traditional contract stationers, direct mail order companies and, to a lesser extent, office products superstores and stationery stores.

Except
for price efficiency, the most significant competitive factor in the office products distribution industry in Europe is service level (in particular, delivery speed and
reliability). A new element in the competitive environment is the power of e-commerce. Having a wide variety of product offerings can give a company in the industry a certain competitive
advantage. Product quality is less significant than in many other industries, due to the perceived uniformity of products. Corporate Express Europe offers a wide variety of products and services, and
frequently competes against companies that focus on only a few products or categories of products.

Corporate
Express Europe's target market is medium and large-sized businesses and other institutions. It believes that existing customers and potential customers in this market prefer to
deal with large value added office products distributors, such as Corporate Express, which can provide customers the lowest total overall (procurement) costs of managing their office products needs,
high levels of service, convenience and rapid delivery.

Information technology

Corporate Express Europe currently uses a variety of national ERP systems, sales, order entry and warehouse management applications as a result of the different
systems used by the numerous businesses it acquired over the last few years.

Corporate
Express Europe uses the SyntraNet Internet solution, which allows for the on-line placement of orders. The office products industry is witnessing strong growth in
the number of electronic orders. The option of placing orders on-line supplements the other common methods of placing orders such as by telephone, fax and PC-based remote order
entry. The division is currently developing the integration path of the multiple platforms from the former Samas office supplies and Corporate Express Europe operating units into a common, shared
e-commerce platform.

Corporate
Express Europe has recently introduced a new catalogue database management system, which is intended to enable Corporate Express Europe to produce catalogues in a flexible and
efficient manner. In particular, Corporate Express Europe expects to be able to produce customer specific catalogues that can be viewed and printed at the customers' premises by salespeople using
special software on their laptop computers.

Corporate
Express Australia will introduce the next generation of its Internet ordering site, NetXpress III, in 2002, providing an even more sophisticated
business-to-business Internet tool. Sales via the Internet represent approximately 31% of total sales of Corporate Express Australia and continue to provide an excellent cost
saving alternative to traditional paper-based processes. Customers using the web are able to increase expenditure control via user log-in and tailored product selection. They are also able
to speed up their ordering process by viewing stock availability and pricing.

Paper Merchanting

Key figures (in millions of euro, except number of employees)

|                                                          |  | 2001  |   | 2000  |   | 1999  |  
|--------------------------------------------------------- |  | ----- | - | ----- | - | ----- | -
|Net sales                                                 |  | 3,126 |   | 3,014 |   | 2,397 |  
|Operating result before amortization of goodwill          |  | 93    |   | 130   |   | 86    |  
|Average capital employed                                  |  | 688   |   | 627   |   | 496   |  
|Return on sales (ROS)                                     |  | 3.0   | % | 4.3   | % | 3.6   | %
|Return on average capital employed (ROCE) before goodwill |  | 13.6  | % | 20.7  | % | 17.6  | %
|Number of employees at year-end                           |  | 5,519 |   | 5,666 |   | 4,937 |  

General

Buhrmann's Paper Merchanting Division purchases a wide range of paper products directly from manufacturers and sells them to different types of printers,
publishers, sign makers and office market users in 25 countries, most of which are in Europe. Outside Europe, the Division maintains operations in the United States, South Africa and Southeast Asia.
The market, which is becoming increasingly pan European, requires strong local or regional logistic services since customers need reliable service for relatively small orders to produce (very often)
time sensitive publications. In terms of products, the Division focuses on high quality paper grades and specialities, with the goal of increasing the net operating result per ton of goods sold. Key
success factors in this business include purchasing power (bulk buying discounts), regional market share (utilization of local warehouses), product range (one-stop shopping) and
reliability of deliveries (time sensitive publications). In 2001, the Division distributed 2.5 million tons of paper through its network of 38 operating companies and 145warehouses.

Industry overview

Buhrmann estimates that the European market for paper and related products is 28 million tons, with approximately 50 percent distributed from paper
merchants directly to end customers and 50 percent by paper mills to end customers. The latter sales mainly comprise high volume publications such as newspapers and mail order catalogues. Paper
merchants on the other hand play a significant role in the distribution of the higher value-added products for time-sensitive publications where product assortment, advice and service are
the key differentiating factors. Buhrmann believes its Paper Merchanting Division is the market leader in this sector of the paper industry.

The
European graphic industry remains highly fragmented. Although a process of consolidation is underway, printers are typically small companies. Ninety percent of printers in Europe
employ fewer than ten people. These companies do not need large quantities of paper at once, as it is not efficient for them to hold large stocks. This means that customers place a large number of
relatively small orders for paper. Paper merchants need up to date, highly efficient logistical systems to fulfill these orders correctly and on time. These logistical systems require substantial
investment. The know-how currently available in the field of logistics and information technology makes it increasingly possible to organize order entry, administration and invoicing in
one location and yet distribute the product locally.

The
relative share of indent sales and stock sales (see "Logistics and purchasing" below) has changed little over recent years. Although the consolidation of publishers and major (often
reel-fed) printers increasingly tends to favor buying directly from paper mills, the growth of print-on-demand, office printing/copying, and the requirement for
faster service favors the merchant channel, as does the continued fragmentation of the end-users market.

Strategy

The Paper Merchanting Division focuses its efforts on four main market segments of the industry, each of which is served by dedicated customer-oriented business
units: the commercial print market, the office market, the display market and the packaging market. Paper delivered to commercial printers is used for the production of high quality publications such
as fashion magazines, art books, and corporate annual reports. Business papers for use in copiers and office printers represent a high value-added growth market. Display products include materials
used by screen printers and sign makers to create advertising billboards, posters, and the lettering and designs for shop windows, buses, aircraft and a host of other applications. The packaging
consumables business is a niche market with considerable growth potential, with both existing and new customers.

The
Paper Merchanting Division will continue to pursue its strategy to increase profit margins, based on three pillars: the growth of sales under its proprietary trade marks; the growth
of sales in profitable niches like the display and packaging markets; and the increase of operational efficiency by, among others, developing sophisticated eBusiness solutions.

The
Division's branding strategy, which was initiated three years ago, helps strengthen customer loyalty and margins. Today 'Hello' is alreadyonly three years after its
launchone of the most recognized coated wood-free paper, commanding the significant commercial printer loyalty across Europe. During 2001 'ON', an uncoated
wood-free premium paper for the commercial print market was launched. For the office market, the Paper Merchanting Division is working on establishing its Motif and licensed IBM paper
brands, both of which offer different and distinct value propositions to offices and to resellers of office products. The branding aims to develop a more loyal customer base with stable sales patterns
and higher gross margins.

Buhrmann
will pursue attractive add-on acquisition opportunities to strengthen existing operations and create a strong presence in the high value-added niche opportunities of
the display products and packaging consumables markets.

Established
trends in the industry favor paper merchants, indicating a growing need for faster deliveries of smaller quantities of specialized goods. As a market leader, the Paper
Merchanting Division is well positioned to tap into the wide array of new opportunities. In the commercial print market the growth of smaller web-offset presses is driven by automatic
make-ready and computer-to-plate systems. On the sheet-fed offset side the same drivers are bringing economic order quantities down. New digital
printing presses are leading to entirely new customers and to entirely new opportunities with existing customers in all business units of the Paper Merchanting Division. The Division's opportunity is
to capitalize on its reputation for high service levels, technical assistance, stable local market operations and strong portfolio of exclusive brands. With this strategy, the company can grow its
preferred partner status with all its customers.

Sales and marketing

Sales activities are organized in a decentralized way, based on the local structure of the operating companies. Sales are made by both field sales people and
tele-sales staff, and in the larger companies sales methods are targeted by customer type. Local marketing activities are organized at operating company level. However, a central marketing
strategy is applied to the Division's brands which today already forms a considerable part of each merchant's local assortment.

Logistics and purchasing

The Paper Merchanting Division operates in 25 countries in Europe through 38 operating companies (each with their own central warehouse), supported by
approximately 190 smaller branch offices which have cross-docking facilities and some storage capacity. Of the major warehouses, four are fully automated warehouses, and two have partial automation.
Several are equipped with radio frequency systems, which allow speedy and accurate communication between order pickers and the warehouse control systems. Individual operating companies handle
purchasing at the operational level and all are equipped with real-time order entry, credit control and order processing systems. The role of division management involves seeking strategic
opportunities to align the objectives of major suppliers with individual merchants, acting as a central reservoir of market intelligence and facilitating intra-group relations.

There
are two main methods of sale in the paper merchanting business: indent sales and stock (or warehouse) sales.

Indent sales

Indent sales are typically larger volume orders (usually larger than 5 tons) with a delivery time of several days or weeks, and often of a
non-standard size or specification. Such customer orders are placed by the merchant with the appropriate manufacturer and subsequently delivered directly to the
customer from the paper mill. In this sector of business the merchant conducts the selling, administrative, service and purchasing activity and carries the credit risk, but has no inventory risk.
Gross margins are therefore lower than in the stock sales sector.

Stock or warehouse sales

Stock or warehousing sales occur where customers order stock from the merchant frequently (average order size of around 250kg) where they require same or
next-day delivery. The merchant typically carries 5,000-10,000 line items in stock, to meet the very wide range of products required by the merchant's customers. Gross margins
are higher than in the indent sales sector, since customers are prepared to renumerate for these services.

In
most countries in which the Paper Merchanting Division operates, the volume split of business between indent and stock sales is about 50:50.

Competition

Individual companies typically have strong market positions in specific markets. Buhrmann estimates that, based on tons of paper sold, its Paper Merchanting
Division is the market leader in the Netherlands and the United Kingdom and is among the leading merchants in Austria, Belgium, France, Germany and Italy.

Information technology

Technology is a major enabler for operational efficiency. An in-house eCommerce tool has been developed to connect with suppliers and customers and is
currently in operation within the Paper Merchanting Division. Initially this system will focus on the core business of the division, the commercial print market. Sales forces across Europe are working
hard to familiarize customers with the benefits of making smaller, recurring orders on-line. The Division is also leading the development of a European eCommerce platform to link large
paper mills and paper merchants to improve supply chain efficiencies, progressively reducing our purchasing costs and driving down inventories.

Graphic Systems

Key figures (in millions of euro, except number of employees)

|                                                          |  | 2001  |   | 2000  |   | 1999  |  
|--------------------------------------------------------- |  | ----- | - | ----- | - | ----- | -
|Net sales                                                 |  | 565   |   | 556   |   | 528   |  
|Operating result before amortization of goodwill          |  | 38    |   | 50    |   | 45    |  
|Average capital employed                                  |  | 109   |   | 95    |   | 76    |  
|Return on sales (ROS)                                     |  | 6.7   | % | 9.0   | % | 8.5   | %
|Return on average capital employed (ROCE) before goodwill |  | 34.5  | % | 52.2  | % | 58.1  | %
|Number of employees at year-end                           |  | 1,176 |   | 1,198 |   | 1,122 |  

General

Buhrmann's Graphic Systems Division supplies consumables, graphic equipment (pre-press systems, printing presses, folding, cutting and binding
machines) and provides service and maintenance for the graphic industry in Belgium, Greece, Italy, Luxembourg, the Netherlands and Spain. The Graphic Systems Division is an exclusive agent for
Heidelberger, the largest manufacturer of printing equipment in the world, but also sells related products. Buhrmann has been a preferred Heidelberger distributor for over 70 years and
currently operates under an exclusive distribution contract that runs for an indefinite period of time; parties agreed that it cannot be terminated before June 30, 2003.

Heidelberger
products account for approximately 70% of the Division's sales. The emergence of new technologies has led to more streamlined and simplified printing processes. The
application of this new technology allows information to be transferred directly from the computer to the plate. To complement the range of Heidelberger printing presses, Heidelberger also supplies
high quality digital printers for the professional environment. The Division intends to distribute these digital printers to the graphic arts market, which will diversify the product offering and
enhance the flexibility of the print capacity of the customers.

The
Graphic Systems Division experiences more cyclicality in its results than Buhrmann's other divisions because a substantial part of its sales consists of capital goods, such as
printing presses, and thus the business is more susceptible to changes in the general economic climate.

Industry overview

The market for graphic systems consists of three basic categories: sales of printing systems hardware, service contracts, and sales of consumables. Approximately
85% of the sales are attributable to distribution activities, and approximately 15% of the sales are a result of providing services. Buhrmann operates in Belgium, Greece, Italy, Luxembourg, the
Netherlands and Spain as the exclusive distributor for Heidelberger.

The
distribution of graphic systems is a fairly cyclical business, depending on the economic environment and technological changes. Offset printing accounts for a significant portion of
the market and has grown at a steady rate of 2 to 3% per annum over the last decade. The existing population of printing presses historically needs to be replaced or adapted to directly receive
digitized information. The need to upgrade printing systems, in combination with strong GDP growth in the Benelux countries, Italy and Spain, led to additional replacement sales in 1998 and 1999. The
majority of printhouses in Europe are small companies employing no more than 20 people. By tradition, printers handle all the steps of the printing process (pre-press, printing, assembling
and mailing) under one roof. Few printers specialize, for example, as a service bureau (essentially for pre-press), as a bindery or as a print center (handling low quality and short run
print).

Strategy

Following a restructuring of the Graphic Systems Division in 1998 and a number of divestments, the Division is concentrating on the distribution and service of
graphic equipment in six European countries. The Division continues its focus on reducing the cyclical nature of the graphic equipment business through expansion of its services, supplies and spare
parts businesses:



In
2001, the gross margin of the "3 Ss" covered 53 percent of total cost of the entire Graphic Systems Division, up from 52 percent in 2000. In order to make the results of
the Graphic Systems Division less dependent on the cyclical nature of the graphic equipment business and to offer a unique service to our customer base, our goal is to increase this contribution from
the "3Ss" to 60% of total costs. The underlying strategic goal is to remain Heidelberger's preferred distribution channel to the graphic arts market in Europe.

Product offerings

The Graphic Systems Division offers its customers a full range of Heidelberger offset printing presses, both sheetfed and webfed, together with digital
pre-press (scanner equipment, computer-to-film and computer to-plate equipment) as well as finishing systems. The Division maintains and services an
installed machine base that is valued at approximately EUR 5.6 billion and holds over 80,000 items in stock in the six warehouses in Europe. Some 8,000 different consumables are offered,
ranging from offset plates to printing inks. The Division sells each product under its manufacturer's brand name.

Sales and marketing

The Graphic Systems Division's marketing strategy focuses on the selling and servicing of total solution printing systems. Heidelberger's willingness to give
exclusive distribution rights results in part from the value the Division adds through the training and support programs. In addition, the customer relationships that the Division has maintained over
the years are particularly important in marketing investment goods such as printing systems. The Division's customer base is comprised of print shops and related specialized service bureaus. The sales
cycle of printing equipment is lengthy and can spread over several years. Sales are generated through the sales force. Customer dedicated sales managers receive commissions on sales, providing an
incentive for meeting sales targets.

Logistics and Purchasing

The Graphic Systems Division has six main logistics centers, located in Amsterdam, Athens, Barcelona, Brussels, Milan and Rome. These centers stock spare parts,
graphic consumables and smaller equipment. Shipping is mainly through third-party delivery services. Large printing presses are shipped directly from Heidelberger to the customers.

The
Graphic Systems Division purchases its products directly from Heidelberger and other manufacturers. Annual purchasing volumes are agreed with vendors and updated monthly. Delivery
lead-time (between purchase and delivery to the customer) for large presses can be up to six months. To reduce the exposure during this period, the Division often requires a down payment
from the customer prior to purchasing the printing press from Heidelberger (or from any other manufacturer). If a customer cancels its order prior to delivery, the Division can be required to purchase
the printing press. To this point, this has occurred only incidentally and the contractual compensation from the customer has been sufficient to cover the lack of profit.

Competition

The Graphic Systems Division's competitors are the sales and marketing operations of other printing press manufacturers. Competition is primarily with respect to
product quality, pricing, service and sales coverage. The Division has participated in the graphic arts markets for more than 70 years and has achieved a high market penetration in such
markets. Graphic equipment sold by the Division can be found in print shops throughout the markets in which it operates. Good customer database management and printing knowledge combined with high
quality service and equipment provide entrance barriers in these markets. The consumables market (film, plates and ink) is more fragmented and characterized by many small orders to be delivered on
very short notice.

Information technology

Printing systems have become increasingly complex and integrated expert guidance is needed to understand the benefits of one equipment offering versus another.
The Graphic Systems Division employs sophisticated simulation tools to allow the customers to select the investment and machine configurations appropriate for them.

Each
operating company has an Internet website that is linked to the worldwide Buhrmann and Heidelberger networks. An in-house eCommerce tool has been developed in close
co-operation with the Paper Merchanting Division and is currently in operation at some companies within the Division. The Division will migrate the services, supplies and spare parts
business to the new e-Commerce tool for lower-cost sales growth and greater efficiency in ordering, servicing and distribution.

Environmental

We are subject to foreign, federal, state and local laws, regulations and ordinances that (1) govern activities or operations that may have adverse
environmental effects, such as discharges to air and water as well as handling and disposal practices for solid and hazardous wastes, and (2) impose liability for the costs of cleaning up, and
certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances.

Our
custom form and pressure-sensitive label businesses operate printing facilities which may generate hazardous waste, and we operate a fleet of vehicles, the maintenance and fuelling
of which may also generate hazardous waste. We are not aware of any environmental conditions or other liabilities relating to present or past operations that would be likely to have a material adverse
effect on our financial condition or results of operations. However, there can be no assurance that environmental liabilities which may arise in the future will not have a material adverse effect on
our financial condition or results of operations.

Office Products

Our office products companies began to formulate an environmental policy plan in 1999. This plan covers a number of areas. In-house environmental
protection is aimed at further improving environmental awareness within our office products companies and in the systems employed to minimize the environmental impact. In the field of logistics,
attention is given to the optimization of transport routes, efficient use of materials and the return of toners, pallets and packaging materials. We enable and encourage our customers to use
environmentally friendly products by offering an extensive range of sustainable, or "green" products. In order to help our customers identify them, we use icons
in catalogues as well as identifying labels, such as "EarthSaver®" in the US, and we have issued a number of dedicated publications to support the awareness of these initiatives. In
addition, our operating companies in various countries have continued to step up efforts to recycle and re-use, for example, copier and printer ink and toner cartridges. A number of them
have established alliances with charities (such as UNICEF) to stimulate recycling by making monetary donations per returned cartridge to these selected charities. Our Office Products North America
Division, for example, established a relationship with Special Olympics USA whereby we encourage customers to recycle inkjet cartridges. For every recyclable cartridge returned, Corporate Express will make a donation to
Special Olympics.

Paper Merchanting

The paper producers supplying our paper merchants have been conducting a pro-active policy for many years now in order to reduce the impact on the
environment as far as possible. Partly at the instigation of our merchanting organization, the paper industry has for many years been actively engaged in further optimizing its sustainable forestry
activities, using its raw materials and energy more efficiently in the mills and handling waste water safely. Given the importance of a responsible approach towards the use of natural resources and
environmentally friendly production methods in the industry, Buhrmann's Paper Merchanting Division chooses to select as its business partners suppliers that comply with sustainability standards. In
addition, paper producers are subject to independent environmental compliance and wood supply audits. In June of last year, for example, an environmental non-governmental organisation
raised concerns about logging and forestry methods of a paper and pulp producer operating in Indonesia. As we shared these concerns, we suspended trading with the criticised producer. Finally, for
instance our paper laboratory at Proost & Brandt in the Netherlands offers environmentally conscientious customers of our Paper Merchanting Division scientific analyses of paper products. Our
distribution companies are also to respond flexibly and swiftly to market requirements, such as the increasing demand for recycled paper or paper produced from chlorine-free bleached pulp.

Graphic Systems

A breakthrough in more environmentally friendly printing was achieved within our Graphic Systems Division, which was among the first to introduce a methodology
for entirely alcohol-free printing as developed by our main supplier, Heidelberger. This methodology enables printers to switch to environmentally sustainable production, while also
significantly limiting the use of toxic chemicals used for the cleansing of printing equipment. In addition to limiting environmental exposure, this practice will benefit the health and safety of
workers in the graphics industry.

ORGANIZATION

Buhrmann NV is the ultimate parent company for the subsidiary companies that conduct its business on a worldwide basis. All major subsidiaries are wholly owned,
except for the Australian and New Zealand subsidiaries, of which Buhrmann owns 52%. A list of major subsidiaries is included as exhibit 8.1.

PROPERTY, PLANT AND EQUIPMENT

We lease our principal executive offices, which are located at Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands. We own and lease additional properties in
the United States and Europe for use in the ordinary course of business, which includes numerous sales offices, distribution centers and warehouses. Land and buildings had a book value of EUR
296 million at December 31, 2001. Many of our leases contain options to renew and/or purchase the property. We do not own or lease any physical property which is considered material to
us as a whole.

We
periodically reasses the adequacy of our facilities and acquire or lease new properties as is necessary to provide adequate facilities for our business. We believe that our facilities
are adequate for our current level of business. We are considering closing and selling or subleasing certain of our existing facilities, including the facilities we acquired rights to through
acquisitions (see item 5 "Operating and Financial Review and ProspectsAcquisitions and Divestments"), as part of the integration and rationalization process.

ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The information in this section should be read in conjunction with, and is qualified by reference to, our Consolidated Financial Statements and the Notes thereto
included elsewhere in this annual report. Our Consolidated Financial Statements have been prepared in accordance with Dutch GAAP, which in certain aspects differs from US GAAP. For a discussion of the
principal differences between Dutch GAAP and US GAAP which affect the determination of our net income and shareholders' equity, see Note 32 to our Consolidated Financial Statements.

Operating
result before restructuring and integration expenses under US GAAP amounted to EUR 347 million in 2001, compared to EUR 341 million under Dutch GAAP. In 2000,
operating result before restructuring and integration expenses amounted to EUR 468 million under US GAAP, compared to EUR 491 million under Dutch GAAP. However, a significant difference
in operating result in 2001 and 2000 between Dutch GAAP and US GAAP relates to provisions for integration and restructuring of acquired businesses, which provisions were recorded under Dutch GAAP but
did not qualify for US GAAP. As a consequence, expenses related to the integration and restructuring of acquired businesses that were incurred in 2001 and 2000 in the amount of EUR 66 million
and EUR 106 million respectively, were under Dutch GAAP deducted from provisions whereas under US GAAP these expenses were deducted from income. Another significant difference between Dutch
GAAP and US GAAP is the classification of expenses of EUR 86 million in 2001 relating to cost reduction measures, including a reduction in the workforce, and expenses for the integration of
acquired companies which under Dutch GAAP are classified as extraordinary expenses and under US GAAP as operating expenses. Operating result in 2001 under US GAAP amounted to EUR 195 million,
compared to EUR 362 million in 2000, after the aforementioned restructuring and integration expenses.

Under
Dutch GAAP net income in 2001 was EUR 55 million and in 2000 EUR 221million, a decline of EUR 166 million. Under US GAAP net income in 2001 was EUR 35 million
and in 2000 EUR 87 million, a decline of EUR 52 million.

Critical accounting policies

Reported financial conditions and results of operations of Buhrmann are sensitive to accounting policies, assumptions and estimates which are inherent to
preparing financial statements. On an on-going basis Buhrmann evaluates its assumptions and estimates, including those related to obsolete inventories, uncollectible receivables, goodwill,
income taxes, warranty obligations, provisions for restructuring and integration, pensions and contingencies and litigation. Buhrmann believes that the most critical accounting
policiesthat are both important in determining financial conditions and results of operations and requires most difficult, subjective judgementsrelate to goodwill, deferred
taxation, provisions for restructuring and integration and, for US GAAP only, accounting for pensions. Revenue recognition is generally straightforward, as the time that delivery has occurred or
services have been
rendered can be truly determined. Buhrmann's accounting policies, including the aforementioned most critical accounting policies, are discussed in the Notes to the Consolidated Financial Statements in
Item 18, including Note 32 which discusses the differences between Dutch GAAP and US GAAP.

Goodwill

Goodwill represents the excess of cost over the fair value of the net identifiable assets acquired in a business combination accounted for under the purchase
method. The Company amortizes goodwill over the expected economic life which is in general 40 years. The assessment of the economic life is based on the consideration that a permanent advantage
is being realized. In the event that the economic life is less than originally assessed, the amortization charge of EUR 67 million in 2001 would be increased as follows (amounts in millions of euro):

Revised
economic
life:

Increase in
amortization
charge (annualized):30 years

2520 years

7510 years

225


As
this amortization charge is not tax deductible, the above additional charges would impact net income fully.

Tangible fixed assets

Tangible fixed assets are valued at purchase price less depreciation. An impairment is recorded when the anticipated discounted cash flows from these assets is
less than the carrying value. Depreciation is
calculated using the linear method based on expected average useful life. Should the useful life be reduced, the Company may incur an increased depreciation charge.

Impairment of goodwill and other long-lived assets

Goodwill and all other long-lived assets are tested for impairment at least annually or if a changes in circumstances indicate that an impairment may
have occurred. Under the impairment test, the fair value of the goodwill and other long-lived assets is calculated based on discounted future cash flows under Dutch GAAP and undiscounted
future cash flows under USGAAP, which is compared to the bookvalue. The Company's projection of future cash flows is based on the Company's current assessment of, among other things, growth rates,
which depend on economic conditions and which may change over time. In 2001, the Company did not record impairment losses. If actual future cash flows are different than originally assessed,
impairment charges may be required and could adversely impact operating result and net income.

Deferred tax assets

Deferred tax assets are provided for temporary differences in the valuation of assets and liabilities for reporting and fiscal purposes and for
loss-carryforwards. Deferred tax assets are recognized insofar as realization is more likely than not. The realizability is based on the Company's assessment of future taxable income. If
actual future taxable income is different than originally assessed, the carrying value of the deferred tax assets may be impaired which may significantly affect net income.

Provisions for restructuring and integration

The provisions for restructuring and integration are based on the Company's best estimate of levels of expenditure for restructuring and integration. If actual
expenditure is different than originally estimated, the provisions for restructuring and integration may be insufficient which could affect operating result and net income.

Pensions

For US GAAP purposes only, the Company accounts for pensions in accordance with SFAS No. 87 through which pension expense and related plan assets and
benefit obligations are based on a specific methodology that reflects the concepts of accrual accounting. Amounts are reflected in the income statement systematically over the service lives of the
employees covered by the plan. Amounts expensed are typically different from amounts funded. Application of SFAS No.87 requires that management
makes use of assumptions regarding discount rate, expected return on plan assets and rates of compensation, state pension and pension increases in assessing plan assets and benefit obligations. Actual circumstances could change the impact of these assumptions giving rise to different plan assets and benefit obligations, reflected as additional income or expense in the statements of income.

Forward-looking statements

This discussion contains certain forward-looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those set
forth under "Risk Factors" in Item 3 and elsewhere in this document, our actual results may differ materially from those anticipated in these forward-looking statements. We assume no obligation to
update the forward-looking statements of such factors.

Overview

Through its operating companies, Buhrmann is active in the office and graphic markets. Buhrmann serves these markets through five divisions: Office Products North
America, Office Products Europe, Office Products Australia, Paper Merchanting and Graphic Systems. For reporting purposes, the Office Products Europe and Office Products Australia divisions are
combined.

Through
the acquisition of Corporate Express in October 1999, the office supplies division of Samas in April 2001 and the North American office products activities of USOP
in May 2001, Buhrmann has made and continues to make significant progress with its growth strategy.

Buhrmann
believes its Office Products Divisions are the world's leading distributors of office products to the business-to-business market, based on 2001 sales.
The product range includes traditional consumable office products such as pens and pencils, paper clips and office paper, consumable computer supplies, digital printing equipment, office furniture,
desktop software products, customized corporate gifts, promotional items and related services such as print and forms management and facilities management.

Based
on 2001 sales, Buhrmann estimates that the Paper Merchanting Division is Europe's leading merchant of paper and related products to the graphic, office, and display markets. The
product range includes coated and uncoated papers, specialty films and papers and packaging materials.

The
Graphic Systems Division distributes graphic equipment, including printing presses, pre-press systems and folding, cutting and binding machines, materials and related
services to the professional graphics industry in Belgium, Greece, Italy, Luxembourg, the Netherlands and Spain. The Division also distributes supplies, spare parts and provides services, such as
equipment maintenance and customer training. The Graphic Systems Division experiences more cyclicality in its results than Buhrmann's other divisions because a substantial part of its sales consists
of capital goods, such as printing presses, and thus the business is more susceptible to changes in the general economic climate.

Major events

In 2001 the following events substantially affected the Consolidated Financial Statements.

In
March, Buhrmann raised EUR 665 million, net of expenses, through an issue of Ordinary Shares. The share issue was primarily done for funding the 2001 acquisitions of the office
supplies divisions of Samas and USOP.

In
April, the office supplies division of Samas was acquired for a debt-free price of EUR 321 million in cash. More than 90% of the sales of the Samas office supplies
division are generated in the Netherlands and the United Kingdom. This acquisition resulted in goodwill of EUR 287 million.

In
May, Corporate Express, Inc. acquired from USOP the assets of its North American office products business. The purchase price for the USOP business was USD 172 million
(EUR 193 million) in cash. This acquisition resulted in goodwill of EUR 156 million.

In
May, extraordinary expenses were recorded in connection with cost reduction measures, including a reduction in the work force principally in North America and in Europe.

Acquisitions and Divestments

Acquisitions

In the past three years Buhrmann has grown both organically and through acquisitions in line with its acquisition program. In 2001, total spending on acquisitions
amounted to EUR 578 million, excluding assumption of debt, in 2000 EUR 113 million and in 1999 EUR 1,279 million.

The
following table lists per division all of Buhrmann's major acquisitions since the beginning of 1999 through 2001.

|Acquired Business                                                       |  | Year |  | Division                                            |  | Country                                                                       
|----------------------------------------------------------------------- |  | ---- |  | --------------------------------------------------- |  | ------------------------------------------------------------------------------
|Corporate Express, Inc.                                                 |  | 1999 |  | Office Products North America, Europe and Australia |  | United States/ Canada/ Europe/ Australia                                      
|North American office products activities of US Office Products Company |  | 2001 |  | Office Products North America                       |  | United States                                                                 
|Joseph Rothbard & Co.                                                   |  | 1999 |  | Office Products North America                       |  | United States                                                                 
|Office supplies division SamasGroep NV                                 |  | 2001 |  | Office Products Europe                              |  | The Netherlands, Belgium, Luxembourg, Germany, the United Kingdom and Ireland.
|ANFA                                                                    |  | 2000 |  | Office Products Europe                              |  | France                                                                        
|Heck Bürobedarf Gesellschaft mbh                                        |  | 1999 |  | Office Products Europe                              |  | Austria                                                                       
|Storewide Office National                                               |  | 2001 |  | Office Products Australia                           |  | Australia                                                                     
|Allied Office Products                                                  |  | 2001 |  | Office Products Australia                           |  | Australia                                                                     
|Graphico Office Choice                                                  |  | 2001 |  | Office Products Australia                           |  | Australia                                                                     
|Ambassador Stationary                                                   |  | 2000 |  | Office Products Australia                           |  | Australia                                                                     
|Promotif Marketing                                                      |  | 2000 |  | Office Products Australia                           |  | Australia                                                                     
|QCS                                                                     |  | 2000 |  | Office Products Australia                           |  | Australia                                                                     
|Joy Hunt                                                                |  | 2000 |  | Office Products Australia                           |  | Australia                                                                     
|Erivier                                                                 |  | 2001 |  | Paper Merchanting                                   |  | Belgium                                                                       
|Papernet Scandinavia                                                    |  | 2001 |  | Paper Merchanting                                   |  | Denmark                                                                       
|Udesen Grafisk Fagcenter                                                |  | 2001 |  | Paper Merchanting                                   |  | Denmark                                                                       
|Finpapperspecialisten                                                   |  | 2000 |  | Paper Merchanting                                   |  | Sweden, Denmark, Finland                                                      
|Precision Publishing Papers                                             |  | 2000 |  | Paper Merchanting                                   |  | United Kingdom                                                                
|Wilhelm                                                                 |  | 2000 |  | Paper Merchanting                                   |  | Germany                                                                       
|Williaam Cox                                                            |  | 2000 |  | Paper Merchanting                                   |  | United Kingdom                                                                
|Krijt Krommenie                                                         |  | 2000 |  | Paper Merchanting                                   |  | The Netherlands                                                               
|Ropapin                                                                 |  | 2000 |  | Paper Merchanting                                   |  | The Netherlands                                                               
|Christian Christensen & Co                                              |  | 2000 |  | Paper Merchanting                                   |  | Denmark                                                                       
|Union Papelera                                                          |  | 2000 |  | Paper Merchanting                                   |  | Spain                                                                         
|Caledonia                                                               |  | 2000 |  | Paper Merchanting                                   |  | Italy                                                                         
|Grafiskt Papper                                                         |  | 2000 |  | Paper Merchanting                                   |  | Sweden                                                                        
|The M6 Paper Group Ltd.                                                 |  | 1999 |  | Paper Merchanting                                   |  | United Kingdom                                                                
|Trade Paper Limited                                                     |  | 1999 |  | Paper Merchanting                                   |  | United Kingdom                                                                
|Velpa Enveloppen BV                                                     |  | 1999 |  | Paper Merchanting                                   |  | The Netherlands                                                               

Organic
growth is our primary focus. When business conditions permit, we envision making other acquisitions in the context of the ongoing market consolidation.

Divestments

Simultaneously with the acquisition of Corporate Express in 1999, Buhrmann decided to divest its Information Systems Division (comprising value added resellers of
personal computers, computer networks, peripheral equipment and related services, as well as an IT training business), as it was no longer considered core business. Part of the Information Systems
Division was sold at the end of 1999.
In May 2000 Buhrmann sold the Division's value added resellers, operating under the names of Info'Products and Allium, to Specialist Computer Holdings plc of Great Britain, a large privately
owned technology group. Buhrmann financed a portion of the consideration, entitling it to appoint one of the four board members of the purchaser until the financing is repaid. In addition, Buhrmann
received a warrant to subscribe to 10% of the ordinary share capital of the purchaser, exercisable between the fourth year and the seventh year after closing. Compu'Train, the IT training unit, was
sold separately in February 2000.

In
addition, Buhrmann divested several smaller non-core businesses. In 2000 the Call Center Services of Corporate Express in North America were sold. Early 2001, the IT and
Telecom Unit of Corporate Express in the Netherlands was sold and in June 2001 the sale of NPO Sistemi S.p.A., the value added reseller business of Corporate Express Italy, was completed. A
precondition for approval from the European Commission of the acquisition of the Samas office supplies division was the sale of Buhrmann's Dutch subsidiary Corporate Express Nederland BV. This sale
was effected in November 2001, but the name was retained by Buhrmann.

The
following table lists Buhrmann's significant divestments since the beginning of 1999 through 2001:

|Divested Business                                                        |  | Year
|------------------------------------------------------------------------ |  | ----
|Corporate Express Nederland BV                                           |  | 2001
|NPO Sistemi S.p.A.                                                       |  | 2001
|Call Center Services                                                     |  | 2000
|Compu' Train                                                             |  | 2000
|Information Systems Division                                             |  | 2000
|Info'Products (Information Systems Division, United Kingdom and Ireland) |  | 1999



RESULTS OF OPERATIONS

Net sales

Net sales represent the invoiced value, excluding sales taxes, of goods delivered and services rendered to third parties, less discounts to customers and
commissions to agents.

Added value

Added value is arrived at by subtracting costs of trade goods sold and other costs of sales from net sales,. Costs of trade goods sold includes the purchase
price, duties, insurance and transportation costs less catalogue income. Other costs of sales includes cost of work subcontracted out and delivery costs.

Operating result

Operating result is obtained by subtracting labor costs, certain other operating costs such as rent and maintenance, general management, travelling, promotion and
depreciation of tangible fixed assets and amortization of goodwill from added value. Corporate items are not allocated to the divisions and include costs incurred by the corporate headquarters as well
as results of geographical holding companies.

Net financing costs

Net financing costs consist primarily of interest costs and amortization of capitalized financing fees, relating primarily to the Senior Credit Facility entered
into in 1999 to fund the merger with Corporate Express.

The
following table sets forth, for the periods indicated, net sales, added value and operating result by Buhrmann's divisions as well as net sales and operating result by geographic
region.

|                                                 |  | Year ended December 31, |  
|------------------------------------------------ |  | ----------------------- | -
|
|
|
|Net Sales:                                       |  |                         |  
|Office products North America                    |  | 5,221                   |  
|Office products Europe and Australia             |  | 1,496                   |  
|Paper Merchanting                                |  | 3,126                   |  
|Graphic Systems                                  |  | 565                     |  
|                                                 |  |                         |  
|Total net sales                                  |  | 10,408                  |  
|                                                 |  |                         |  
|Added Value:                                     |  |                         |  
|Office products North America                    |  | 1,388                   |  
|Office products Europe and Australia             |  | 398                     |  
|Paper Merchanting                                |  | 475                     |  
|Graphic Systems                                  |  | 135                     |  
|Other                                            |  |                        |  
|                                                 |  |                         |  
|Total added value                                |  | 2,396                   |  
|                                                 |  |                         |  
|Operating Result:                                |  |                         |  
|Office products North America                    |  | 242                     |  
|Office products Europe and Australia             |  | 53                      |  
|Paper Merchanting                                |  | 93                      |  
|Graphic Systems                                  |  | 38                      |  
|Corporate expenses and other                     |  | (18                     | )
|                                                 |  |                         |  
|Operating result before amortization of goodwill |  | 408                     |  
|Amortization of goodwill                         |  | (67                     | )
|                                                 |  |                         |  
|Total operating result                           |  | 341                     |  
|                                                 |  |                         |  

|                                                 |  | Year ended December 31, |  
|------------------------------------------------ |  | ----------------------- | -
|
|
|
|Net Sales:                                       |  |                         |  
|United States                                    |  | 4,952                   |  
|United Kingdom                                   |  | 1,294                   |  
|The Netherlands                                  |  | 995                     |  
|Rest of the World                                |  | 3,167                   |  
|                                                 |  |                         |  
|Total net sales                                  |  | 10,408                  |  
|                                                 |  |                         |  
|Operating Result:                                |  |                         |  
|United States                                    |  | 225                     |  
|United Kingdom                                   |  | 28                      |  
|The Netherlands                                  |  | 27                      |  
|Rest of the World                                |  | 128                     |  
|                                                 |  |                         |  
|Operating result before amortization of goodwill |  | 408                     |  
|Amortization of goodwill                         |  | (67                     | )
|                                                 |  |                         |  
|Total operating result                           |  | 341                     |  
|                                                 |  |                         |  



Results of operationsyear ended December 31, 2001 compared to year ended December 31, 2000

In 2000 and 2001 Buhrmann made acquisitions and divestments that affect comparability with other years, most notably the acquisition of the office supplies
division of Samas-Groep NV in April 2001 and the acquisition of the North American office products activities of USOP in May 2001. The Information Systems Division, which was sold in
May 2000, has been treated as discontinued operations for the years presented.

Consolidated results

Net sales.Net sales in 2001 were EUR 10,408 million, compared with EUR 9,603 million
in 2000, an increase of 8%. Excluding translation differences (most notably the US dollar), net sales increased by 7%. This increase was attributable to the impact of the USOP and Samas acquisitions;
our organic sales were level with last year. Slowing economies in North America and Europe resulted in lower than anticipated sales of office products as our customers reduced their number of
white-collar workers and also reduced spending on office products per capita. A slowdown in advertising and direct marketing activities due to negative economic conditions reduced spending by our
paper merchanting and graphic systems customers.

Added value.In 2001, added value increased as a result of acquisitions but this positive effect was
partly offset by changes in the sales mix as the portion of sales from products and services with lower margins increased. Gross margins for individual categories of products and services remained
relatively stable. Added value was negatively impacted by an increase in delivery costs. The net effect of these and other factors was an increase in added value of 2% to EUR 2,396 million in
2001 from EUR 2,341 million in 2000. Added value as a percentage of net sales decreased to 23.0% in 2001 from 24.4% in 2000.

Operating result.Operating result decreased by 31% to EUR 341 million in 2001 from EUR
491 million in 2000. Labor and other operating costs increased by 12% due to acquisitions, as well as wage and other price increases, partly offset by the benefits from integration and
restructuring carried out. Depreciation and amortization of goodwill increased by 5% mainly due to acquisitions. Lower sales volumes, a shift in the sales mix towards a larger proportion of lower
margin product categories, and a
lower capacity utilization of our infrastructure had a negative impact upon our operating result. Operating result before amortization of goodwill declined to EUR 408 million in 2001 from EUR
546 a year earlier. Operating result before amortization of goodwill as a percentage of net sales decreased to 3.9% in 2001 from 5.7% in 2000.

We
are realizing cost savings as a result of the integration of recent acquisitions. These cost savings relate primarily to purchasing, facilities consolidation (e.g. reductions in rent
expense), payroll and other occupancy costs. In the United States, the integration of warehouses and distribution facilities was 95% complete by December 2001 and we are making adequate
progress in Europe.

Net financing costs.Net financing costs decreased by 5% to EUR 210 million in 2001 from EUR
221 million in 2000. Lower interest margins due to the securitization program, lower average interest bearing debt (mainly due to a favorable cash flow development) and lower interest rates
caused net financing costs to decrease, partly offset by an increase in amortization of financing fees to EUR 16 million in 2001 from EUR 14 million in 2000.

Taxes.Buhrmann's effective tax rate (taxes as a percentage of result from ordinary operations before
amortization of goodwill and taxes) was 12% in 2001, compared to 17% in 2000. Of the 5% decrease of the effective tax rate in 2001, 4% was due to a release of EUR 7 million of allowances which
were recorded in previous years and which were no longer deemed necessary.

Discontinued operations.Result on disposal of discontinued operations in 2000 (loss of EUR
3 million) relates to the finalization of the sale of the Information Systems Division. There were no discontinued operations in 2001.

Extraordinary result from continuing operations.Extraordinary result from continuing operations was
a net loss of EUR 40 million in 2001, compared to an income of EUR 13 million in 2000.

Extraordinary
result in 2001 consisted of extraordinary income of EUR 20 million, extraordinary losses of EUR 86 million and a related tax gain of EUR 26 million.

In
February 2001, Buhrmann sold its remaining interest in Sappi Limited. After the settlement of hedging and other transaction costs, this resulted in a positive cash flow of EUR
75 million and extraordinary income of EUR 20 million. Extraordinary expense in 2001 consists of expenses relating to cost reduction measures, including a reduction in the workforce, of
EUR 45 million and EUR 41 million
for expenses relating to the integration of the office supplies divisions of USOP and Samas that did not qualify as goodwill and for certain expenses relating to the sale of Corporate Express
Nederland BV.

Extraordinary
result in 2000 consisted of extraordinary income of EUR 31 million, extraordinary losses of EUR 11 million and related tax losses of EUR 7 million.

Extraordinary
income in 2000 consisted of a repayment from the Company's pension fund in the Netherlands. The extraordinary expense of EUR 11 million was predominantly the result
of divestments of non-core activities.

Office Products North America

Net sales.Net sales increased by 11% to EUR 5,221 million in 2001 from EUR
4,703 million in 2000. The increase can be attributed primarily to the USOP acquisition that occurred in May 2001. The increase in the average exchange rate of the US dollar against the
Euro had an additional positive effect. Organic sales were level with last year, as a strong increase in software sales was offset by a decline within the office supplies business.

The
economic slowdown in our markets in North America that began late in the first quarter of the year deepened as the year progressed and was significantly exacerbated by the events of
September 11. The office products business was negatively affected by a reduction in the number of white-collar workers employed by our North American customers and a reduction in spending per
capita. This was particularly the case on the west coast of the United States, as large technology, media and telecoms customers trimmed their organizations in response to the sudden interruption in
growth in their markets. In addition, there were some specific adverse effects for the specialty products business. The airline tag segment of the forms management business was severely curtailed.
This business area was also affected by the anthrax scare that impacted its direct mail business. Promotional marketing business volume was reduced because many companies cancelled promotional events.

Added valueAdded value in the Office Products North America Division increased by 3% to EUR
1,388 million in 2001 from EUR 1,354 million in 2000. This increase is attributable to the USOP acquisition. Added value was adversely affected by the change in the sales mix
predominantly from office supplies to lower margin software products. Added value as a percentage of net sales decreased to 26.6% in 2001 from 28.8% in 2000.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
decreased by 27% to EUR 242 million in 2001 from EUR 333 million in 2000. This is mainly a result of
the adverse effect of the change in sales mix on added value. The increase in labor, other operating and depreciation costs is mainly attributable to the consolidation of USOP. In the course of the
year, cost reduction measures were implemented, including a reduction in the number of staff, which resulted in structural cost savings. In addition, we are realizing favorable synergies from the integration of the USOP acquisition. These actions lessened the impact of the negative economic environment.
Operating result before amortization of goodwill as a percentage of sales was 4.6% in 2001, compared to 7.1% in 2000.

Office Products Europe and Australia

Net sales.Net sales in the combined Office Products Europe and Australia Division increased by 12%
to EUR 1,496 million in 2001 from EUR 1,330 million in 2000. The increase is mainly a result of the acquisition of the office supplies division of Samas and strong sales growth in
Australia, partly offset by a negative translation impact caused by a weaker Australian dollar.

In
the Office Products Europe Division total sales increased to EUR 1,143 million in 2001 from EUR 1,020 million in 2000. The Samas acquisition had a significant positive
effect on this Division's sales growth in 2001, while sales were negatively affected by the economic slowdown. The overall organic sales showed a decline of 2%. In the office supplies segment of the
business, however, organic sales increased by 2% compared to the previous year. In Germany, a strong e-commerce strategy provided healthy sales growth in office supplies there, which was
partly offset by a decline in furniture and copier sales. In addition, the Benelux, France, Austria and Ireland recorded good sales performances in office supplies.

Corporate
Express Australia continued its robust sales performance as it had an excellent year with sales increasing to EUR 353 million in 2001 compared to EUR 310 million
in 2000. Organic sales growth was 26%. The weakening of the Australian dollar versus the euro had a negative effect on sales reported in euro.

Added valueAdded value in the Office Products Europe and Australia Division increased by 11% to EUR
398 million in 2001 from EUR 357 million in 2000. This increase is due to the acquisition of the office products business of Samas and the continuing good performance of the Australian
operations. Added value as a percentage of net sales decreased to 26.6% in 2001 from 26.8% in 2000.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
increased by 29% to EUR 53 million in 2001 from EUR 41 million in 2000. The increase is attributable to the
acquisition of the office supplies division of Samas and the continuing good performance of the Australian operations. The negative effects of the economic slowdown in our markets were somewhat offset
by realized synergies from the integration of the Samas office supplies acquisition and an implemented cost reduction program. We expect the full impact of the rationalization and cost reduction
measures to be realized as of 2002. Operating result before amortization of goodwill as a percentage of sales increased to 3.5% in 2001 from 3.1% in 2000.

Paper Merchanting

Net sales.Net sales in the Paper Merchanting Division increased by 4% to EUR 3,126 million in
2001 from EUR 3,014 million in 2000. Despite lower volumes, sales increased, mostly due to higher overall paper prices, which were partly offset by a shift in the sales mix from 'stock' to
lower priced 'indent' (paper ordered through merchants, but delivered directly from the mills) and due to acquisitions in 2001 and 2000. On a comparable basis, volumes for the full year decreased by
4%. The overall full-year paper price level was 5% higher than full-year 2000. Organic sales, which excludes the impact of acquisitions and translation differences, were on the
same level as last year.

The
adverse economic conditions of our markets in 2001 and their immediate negative effect on advertising and direct marketing spending contributed to lower commercial print sales by
Buhrmann. The decline was particularly felt in the coated paper category, which accounts for approximately 65% of this business unit's sales. The display business unit suffered from the apparent
reduction in point-of-sale material ordered by retail companies. The office market maintained its strong sales pattern in 2001, showing good growth in sales via re-sellers as well as directly to large corporations.
The packaging market showed a healthy growth for the third consecutive year.

Added valueAdded value decreased by 2% to EUR 475 million in 2001 from EUR 487 million
in 2000. The decrease was due to the adverse change in product mix from stock sales to lower margin indent sales, whereby paper is delivered directly from the paper mills. While the paper merchant
continues to be responsible for all selling and administration activities, this type of delivery negatively affects our margins. Indent sales typically occur when over-capacity enables the
paper mills to offer quicker-than-normal deliveries. Indent sales should decrease in favor of stock sales once demand recovers. Pricing discipline and continuous efforts to
improve the product mix partially offset the effect of negative volume and sales mix development. Added value as a percentage of net sales decreased to 15.2% in 2001 from 16.2% in 2000.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
decreased by 28% to EUR 93 million in 2001 from EUR 130 million in 2000. This decrease is due to the lower added value and an increase in labor, other operating and depreciation costs,
mainly resulting
from the full year impact of the various acquisitions. Cost reductions and operational efficiencies partially offset the decrease in operating result. Operating result before amortization of goodwill
as a percentage of sales decreased to 3.0% in 2001 from 4.3% in 2000.

Graphic Systems

Net sales.Net sales in the Graphic Systems Division increased by 2% to EUR 565 million in
2001 from EUR 556 million in 2000. The economic downturn effects of 2001 hurt our customers. Printing levels were reduced as advertising and direct marketing programs and expenditures were
scaled down and as a result, our customers were reluctant to make capital equipment purchases. Non-machinery activities, such as supplies, services and spare parts were largely responsible
for the slight growth in sales in the Graphic Systems Division.

Added valueAdded value decreased by 6% to EUR 135 million in 2001 from EUR 143 million
in 2000. Added value decreased due to overall lower margins, partly offset by an increase in sales of spare parts, supplies and services ("3 Ss"), which have higher margins. Added value as a
percentage of net sales decreased to 23.9% in 2001 from 25.7% in 2000.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
decreased by 24% to EUR 38 million in 2001 from EUR 50 million in 2000. This decrease is a result of a decline in added value and modest increases in labor, other operating, and
depreciation costs, which are predominantly fixed. In 2001, the gross margin of the "3 Ss" covered 53% of total cost of the entire Graphic Systems Division, up from 52% in 2000. In order to make the
results in this division less dependent on the cyclical capital goods market for printing presses and to offer more services to our customers, our goal is to increase the coverage of the "3Ss" to 60%
of total costs by 2004. Operating result before amortization of goodwill as a percentage of sales decreased from 9% in 2000 to 6.7% in 2001.

Holdings (unallocated overhead)

Operating result before amortization of goodwill.Operating result before amortization of goodwill
decreased from a loss of EUR 8 million in 2000 to a loss of EUR 18 million in 2001, mainly due to non-recurring gains in 2000 which were absent in 2001. These gains relate to
releases of allowances for doubtfull accounts receivable and provisions for pensions.

Results of operationsyear ended December 31, 2000 compared to year ended December 31, 1999

The reporting year 2000 was the first year in which the strategic changes to the business profile, as carried out primarily from 1997 until 1999, are fully
reflected. However, for comparison purposes it is noted that the reporting year 1999 includes the results of only the last two months of 1999 of Corporate Express, which was acquired in
October 1999. The Information Systems Division, which was sold in May 2000, has been treated as discontinued operations for the years presented. This means that the results of the
Information Systems Division are not included in the consolidated results but in one line "income from discontinued operations" for these years.

Consolidated Results

Net sales.Net sales increased 82% in 2000 to EUR 9,603 million from EUR 5,283 million
in 1999, reflecting primarily the impact of acquisitions made in 1999 and 2000. Excluding the impact of acquisitions, net sales grew 16% in 2000, with currency effects (mainly attributable to the
stronger U.S. dollar) accounting for approximately half the growth. Excluding currency effects, organic growth of 8% was realized, compared to 2% in 1999. All divisions contributed to this growth.
Sales and results for the Office Products Divisions improved through organic growth and through strategic acquisitions. Net sales by Buhrmann's Paper Merchanting Division increased 26% due to
increases in paper price, volume growth and a number of acquisitions made in 2000. Buhrmann's Graphic Systems Division benefited from the favorable investment climate for the graphic industry in
Europe and from the increasing demand for printing presses incorporating the latest technology.

Added value.Added value increased by 97% to EUR 2,341 million in 2000 from EUR
1,189 million in 1999, reflecting primarily the impact of acquisitions made in 1999. Added value as a percentage of net sales increased to 24.4% in 2000 from 22.5% 1999.

Operating result.Operating result increased by 146% to EUR 491 million in 2000 from EUR
200 million in 1999, reflecting primarily the impact of acquisitions made in 1999 and the realized synergies during 2000. All divisions contributed to this growth. Results in the Office
Products North America Division mainly improved through the acquisition of Corporate Express and the synergies realized during 2000 of approximately EUR 80 million for both Corporate Express
North America and Europe. The Office Products Europe and Australia Divisions realized sharp growth of sales with good margins in Australia. In Europe results were negatively affected by the
integration of the former Corporate Express activities.
The increase in the operating result of the Paper Merchanting Division was due to higher paper prices and satisfactory volume growth. In the Graphic Systems Division margins were kept on the same
level as the previous year, and were combined with moderate cost increases. Operating result before amortization of goodwill increased from EUR 210 million in 1999 to EUR 546 million in
2000, an increase of 160%. Operating result as a percentage of net sales increased to 5.7% in 2000 from 4.0% in 1999.

Net financing costs.Net financing costs increased by 380% to EUR 221 million in 2000 from EUR
46 million in 1999. Interest charges rose as a result of the full-year impact of financing the acquisition of Corporate Express, triggering a sharp rise in interest-bearing debt.

Taxes.Buhrmann's tax burden as a percentage of profit before tax and amortization of goodwill was
17% in 2000 compared to 19% in 1999. This decrease reflects the reduction of valuation allowances as a result of increased likelihood for the realization of losses carried forward.

Discontinued operations.Result on disposal of discontinued operations in 2000 (loss of EUR
3 million) relates to the finalization of the sale of the Information Systems Division. In relation to the sale of this division, a book loss of EUR 119 million was recorded in 1999.
This loss is caused to a significant degree by the write-down of goodwill capitalized on or after January 1, 1997. Income from discontinued operations in 1999 of EUR
3 million relates to the Information Systems Division.

Extraordinary result from continuing operations.Extraordinary result from continuing operations was
a net income of EUR 13 million in 2000, compared to EUR 65 million in 1999.

Extraordinary
result in 2000 consisted of extraordinary income of EUR 31 million, extraordinary losses of EUR 11 million and tax losses of EUR 7 million.
Extraordinary income in 2000 related to the repayment of an equity surplus from the Buhrmann Pension Fund in the Netherlands. The equity of the Buhrmann Pension Fund substantially exceeded the
standards set by the pension fund with regard to the level of provisions required for pension commitments and investment exposure. Taking this surplus into account, the pension fund was permitted to
revise the indexation standard of the pension rights of the former members and it has made a repayment to the Company. This repayment resulted in an extraordinary income for 2000 of EUR
31 million. The extraordinary loss of EUR 11 million was predominantly the result of divestments of non-core activities. The balance, extraordinary income of EUR
20 million, was reduced by tax charges amounting to EUR 7 million.

Extraordinary
result in 1999 was a net income of EUR 65 million. This consisted of extraordinary income of EUR 78 million, extraordinary losses of EUR 46 million and
tax benefits of EUR 33 million. Extraordinary income of EUR 78 million in 1999 related to the book profit on the sale of 71% of
Buhrmann's stake in Sappi Limited, after deduction of costs associated with the premature termination of associated hedging contracts. The extraordinary loss of EUR 46 million related
predominantly to the writing-off of the business re-engineering systems in the United States as a result of Buhrmann opting for Corporate Express's software systems and
abandoning development of its own system. The balance, an extraordinary income of EUR 32 million, was increased by tax benefits amounting to EUR 33 million.

Office Products North America

Net sales.Net sales increased by 193% to EUR 4,703 million in 2000 from EUR
1,603 million in 1999. This rise in net sales in the year 2000 was attributable to acquisitions, in particular to the result of full year impact of the acquisition of Corporate Express at the
end of October 1999, the synergy benefits resulting from the successful integration of its operations, currency fluctuations and organic growth. Over the year 2000, the Office Products North
America Division successfully completed several complex facility consolidations, including 68 sales offices and 13 distribution centers. In 2000, Buhrmann completed the critical task of systems
integration by migrating nearly 14,000 accounts, worth more than EUR 700 million in annual sales, from Buhrmann's pre-acquisition operating system to ISIS, the acquired
state-of-the-art operating system developed by Corporate Express. The division also integrated the two companies' e-commerce tools into one platform,
known as E-Way. This involved transferring 4,000 customers with 100,000 users worth EUR 270 million in annual sales. In line with Buhrmann's expectations, this conversion had an
impact on sales growth in the second half of the year. Organic growth in 2000 (after adjusting for translation differences) was 4%. The organic growth resulted principally from increased sales of
computer supplies and office furniture.

Added valueAdded value increased by 313% to EUR 1,354 million from EUR 432 million in
1999. This increase is largely attributable to the full year impact of the acquisition of Corporate Express and the organic growth achieved in 2000 as well as currency fluctuations. Added value as a
percentage of net sales increased to 28.8% in 2000 from 26.9% in 1999.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
increased by 437% to EUR 333 million in 2000 from EUR 62 million in 1999. This sharp increase was mainly caused by the acquisition of Corporate Express and the synergies realized during
2000. Operating result before amortization of goodwill as a percentage of sales was 7.1% in 2000 compared to 3.9% in 1999.

Office Products Europe and Australia

Net sales.Net sales increased by 76% to EUR 1,330 million in 2000 from EUR 754 million
in 1999. The increase was partly a result of the acquisition of Corporate Express's European and Australian businesses and the strong sales growth achieved by Corporate Express Australia. Organic
sales growth in 2000 was 6% (after adjusting for translation differences). In 2000 there was stronger demand for office furniture in Germany. In the Netherlands, both Kuipers Group (office products
and furniture) and Veenman Group (facility management and document printing equipment and services) experienced strong sales growth due to market growth and increased market share. Operating companies
in Sweden, Austria and the UK, which focus primarily on the sale of office products, achieved strong sales growth due to market share growth.

Added valueAdded value in the Office Products Europe and Australia Division combined increased by
60% to EUR 357 million in 2000 from EUR 223 million in 1999. While the Corporate Express acquisition fueled sales gains, profitability in the Office Products Europe Division and the
strong sales growth achieved by Corporate Express Australia (resulting primarily from acquisitions, price increases and strong organic growth) were adversely affected by the combination with the less
profitable Corporate Express European businesses, causing profit margin erosion. Buhrmann was not able to pass on to customers higher delivery costs due to increased energy prices, price increases
from suppliers resulting from increased raw material costs and adverse currency movements (mainly due to the stronger US dollar). Added value as a percentage of net sales decreased to 26.8% in 2000
from 29.6% in 1999.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
increased by 52% to EUR 41 million in 2000 from EUR 27 million in 1999. The 52% increase in operating result was the result of sharp growth of sales with good margins in Australia. In
Europe, operating results were negatively affected by the integration of the former Corporate Express activities. Operating result before amortization of goodwill as a percentage of sales decreased to
3.1% in 2000 from 3.6% in 1999.

Paper Merchanting

Net sales.Net sales increased by 26% to EUR 3,014 million in 2000 from EUR
2,397 million in 1999. Organic growth was 16% (excluding the impact of translation differences), of which approximately 7% was due to volume gains and 9% as a result of increased average paper
prices.

Added valueAdded value increased 24% to EUR 487 million in 2000 from EUR 394 million
in 1999. The increase was due to higher paper prices, satisfactory volume growth, and a shift in the sales mix to higher-margin stock sales and acquisitions. In 2000 stock sales were 47% of volume, up
from 44% in 1999. Added value as a percentage of net sales was 16.2% in 2000 compared to 16.4% in 1999.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
increased by 51% to EUR 130 million in 2000 from EUR 86 million in 1999 due to the aforementioned higher added value. Labor, other operating and depreciation cost increased mainly due to
acquisitions. Operating result before amortization of goodwill as a percentage of sales increased to 4.3% in 2000 from 3.6% in 1999.

Graphic Systems

Net sales.Net sales increased by 5% to EUR 556 million in 2000 from EUR 528 million in
1999. Non-machinery activities, such as supplies, services and spare parts were largely responsible for the growth in sales.

Added valueAdded value increased by 4% to EUR 143 million in 2000 from EUR 137 million
in 1999. The improvement mainly stemmed from an increase in non-machinery activities, such as supplies, services and spare parts which have higher margins. Overall, margins were kept on
the same level as the previous year. Added value as a percentage of net sales was 25.7% in 2000 compared to 25.9% in 1999.

Operating result before amortization of goodwill.Operating result before amortization of goodwill
increased by 11% to EUR 50 million in 2000 from EUR 45 million in 1999. This increase is due to an improvement of added value, combined with moderate cost increases. Operating result
before amortization of goodwill as a percentage of sales increased to 9% in 2000 from 8.5% in 1999.

Holdings (unallocated overhead)

Operating result before amortization of goodwill.Operating result improved slightly due to the
release of some smaller provisions, resulting in a loss of EUR 8 million in 2000 compared to a loss of EUR 10 million in 1999.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Buhrmann's liquidity requirements arise primarily from the need to fund the expansion of its business and to fund working capital requirements and acquisitions.

We
have a USD 350 million working capital facility under the Senior Credit Facility (see Capital Resources, Financing activities below) which is mainly used to fund the
fluctuation in working capital that the Company experiences in the ordinary course of its business. Due to favorable cash flow developments in 2001, there were no borrowings under the working capital
facility at December 31, 2001. At December 31, 2000 USD 149 (EUR 160) million was borrowed under this facility. This facility is a revolving credit facility and is available until
October 2005. Buhrmann's accounts receivable Securitization program allows for increases in funding if increases in working capital requires so. Buhrmann believes that its operating cash flows
and available lines of credit will provide us with sufficient liquidity and resources to meet our current financial obligations.

Capital Resources

Cash flows

Historically, Buhrmann has funded working capital and capital expenditures from cash provided by operating activities.

After
giving effect to acquisitions, working capital slightly decreased to EUR 1,327 million in 2001 from EUR 1,398 million in 2000. On a comparable basis working capital
decreased even more. This was mostly due to good progress in reducing trade receivables and inventories.

In
2001, cash flow from operating activities improved markedly to EUR 469 million, compared to EUR 66 million in 2000. Although operating result before depreciation and
amortization of goodwill after adjustments for movements in provisions decreased compared to 2000, this was more than offset by favorable working capital development in 2001. Payments charged to
provisions, which was mostly related to restructuring, increased from EUR 20 million in 2000 to EUR 39 million in 2001. Capital expenditure amounted to EUR 127 million in 2001
compared to EUR 122 million in 2000. Buhrmann expects to incur normal levels of capital expenditures, subject to unforeseen circumstances, over the next few years of approximately EUR
140 million per year. Cash flow from operating activities after capital expenditure increased to EUR 342 million in 2001 from EUR 56 million negative in 2000. Cash used for
acquisitions was EUR 578 million in 2001, up from EUR 113 million in 2000 which includes the acquisition of the shares of the office products companies of Samas (EUR 321 million)
and the North American office products assets of USOP (EUR 193 million). Payments related to the integration of the acquisitions amounted to EUR 208 million compared to EUR
158 million in 2000. Divestment proceeds in 2001 were EUR 147 million, compared to EUR 76 million in 2000, which include primarily the sale of the interest in Sappi (EUR
75 million), NPO Sistemi (EUR 30 million) and the office products activities of Corporate Express Nederland BV (EUR 22 million of which EUR 5 million was received in
January 2002).

The
resulting available cash flow from operations after giving effect to investment activities in 2001 was EUR 297 million negative which was primarily financed from the share
issue in March 2001 which raised EUR 665 million, net of expenses.

Buhrmann
paid cash dividends on its Ordinary Shares and Preference Shares A of EUR 60 million in 2001 and EUR 53 million in 2000.

Financing activities

Buhrmann incurred substantial indebtedness in connection with the acquisition of Corporate Express which was partly funded through the Senior Credit Facility and
the issuance of the 121/4% Notes. The Senior Credit Facility and the indenture for the 121/4% Notes impose certain restrictions on Buhrmann and certain of its
subsidiaries, including restrictions on the ability to incur additional indebtedness. Also, Buhrmann is required to apply a percentage of the proceeds of any equity offering to the prepayment of debt
under the facility. Under the Senior Credit Facility, Buhrmann must also comply with certain financial maintenance covenants. Buhrmann was in compliance with these financial covenants at
December 31, 2001. It is noted that among others, operating result used for banking covenant calculation purposes may differ significantly from the operating result as published in this
report due to specific contractual definitions. Buhrmann can on occasion obtain consent from its lenders to amend certain terms and conditions of the Senior Secured Credit Facility, which may involve
additional fees. For example, in December 2001, Buhrmann agreed amendments to ensure continued financial flexibility.

The
Senior Credit Facility consists of Term loans A, and Term loans B with tranches in EUR and USD plus a working capital facility of USD 350 million. The indebtedness under the
Senior Secured Credit Facility is secured by a pledge of the assets of Buhrmann, all of the assets of its existing and future operating companies in the United States and the greater part of its
operating companies outside the United States. Borrowings under the Senior Credit Facility bear interest at floating rates related to LIBOR for the relevant currency for varying fixed interest
periods. The margins above LIBOR vary with the leverage ratio (pricing grid). Over 2001, these margins remained constant for both the working capital facility and the Term loans A at 2.375% and the
Term loans B at 3.25% The working capital facility carries a fee of 0.50% for the undrawn balance.

In
2001, the Term Loans A and Terms Loans B were increased by EUR 357 million to finance the acquisition of the Samas office supplies. The Term Loans A and Term Loans B were
reduced by EUR 68 million out of the proceeds from the sale of the Sappi shares, EUR 118 million out of the share issue and EUR 82 million out of the trade receivables
securitization program. At the end of 2001, the Terms loan A had an amount outstanding of EUR 789 million compared to EUR 610 million in 2000. Contractual redemptions on the Term loans A
will have a total of EUR 32 million in 2002 with the final redemption in 2005. The Term Loans B had an amount outstanding at the end of 2001 of EUR 605 million compared to EUR
643 million in 2000. Contractual redemptions on the Term Loans B have started with a final redemption projected for 2007. Contractual redemptions for 2002 of the Term Loans B will be EUR
2 million. At the end of 2001 no amounts were drawn under the working capital facility due to favorable cash flow developments. At the end of 2000, an amount of EUR 160 million was drawn
under this facility.

Buhrmann
may prepay indebtedness under the Senior Credit Facility at any time and under the 121/4% Notes at any time after November 1, 2004 and under specified
circumstances prior to 2004.

As
at December 31, 2001, Buhrmann is required to make the following scheduled long-term debt payments:

Total Payment Amount
(in millions of euro)Year2002

442003

2022004

2592005

3222006

292After 2006

984Total

2,103


Of
the long-term debt at December 31, 2001, 65% was issued in USD, 28% in euro and 8% in British Pounds Sterling. Buhrmann aims to incur debt by currency in accordance
with the proportion of the main currencies in forecasted operating result before depreciation and amortization of goodwill. Forward foreign exchange and currency swaps are used to adjust the currency
profile to the desired profile. After hedging with these swaps the currency profile of the long-term debt at December 31, 2001 was 66% in USD 26% in euro and 7% in British Pounds
Sterling. For more information about our hedging policies and forward foreign exchange and currency swaps, we refer to Item 11 "Quantitative and Qualitative Disclosure about Market Risk".

At
the end of 2001, interest-bearing debt was reduced to a level of EUR 2,004 million compared to EUR 2,208 million in 2000, mainly due to favorable cash flow developments.
Interest-bearing debt, expressed as a percentage of group equity, was 75% at the end of 2001 compared to 113% in 2000.

Buhrmann
has entered into a series of interest rate hedging agreements, the purpose of which is to limit Buhrmann's interest cost with respect to its long-term debt, of which
81% was issued at variable interest rates and 19% at fixed interest rates at the end of 2001. The principal hedging agreements are a series of interest rate swaps (in euro and US dollars) with a total
principal of EUR 1,329 million at December 31, 2001 for appropriate maturities. These swaps adjusted the interest rate profile of the long-term debt at December 31,
2001 to 84% fixed and 16% variable. For more information about our hedging policies and interest rate swaps, we refer to Item 11 "Quantitative and qualitative disclosure about market risk".

Buhrmann
purchases various financial instruments and enters into certain agreements in the ordinary course of business in order to hedge price and foreign currency risks arising from the
purchase of raw materials and the sale of its products.

Hedging
obligations of Buhrmann are expected to have no material impact on liquidity and results of operations.

Buhrmann
US Inc. is the principal borrower under the Senior Credit Facility and the 121/4% Notes for the Buhrmann group. Proceeds from borrowings received by
Buhrmann US Inc. are used to finance the group.

In
2000, Buhrmann entered into a trade receivable securitization program for some Group companies in the Netherlands and the United Kingdom. In 2001, the program was extended with Group
companies in the United States. The receivables are sold to Buhrmann Silver SA and Buhrmann Silver US LLC, which in turn pledge the receivables to third-party dedicated entities as security for loans
received. As of April 30, 2002, trade receivables of EUR 601 million were pledged under this program. The outstandings against the amount of receivables pledged, fluctuate as a result of
liquidity requirements and advance rates calculated. The program delivers funding at attractive rates and at the same time diversifies sources of capital and increases financial flexibility. Both
receivables and borrowings related to this program are included in the Consolidated Balance Sheet. Up to the amount of USD 500 million, half the proceeds are used to reduce long-term borrowings
while the other half is available for general business purposes. Any drawings above USD 500 million can only be used for redemption of the Term Loans A and B.

Research and development

Buhrmann's policy is to expense costs of research as incurred and to capitalize costs of development. Costs of research were insignificant in the years 2001, 2000
and 1999.

Inflation

Cost inflation has been relatively low in Buhrmann's primary US and European markets for each of the last three fiscal years and has not had a material impact on
our results.

Introduction of the euro

On January 1, 2002, the euro became the official tender for the members of the European Union which satisfied the convergence criteria in the Treaty of
European Economic and Monetary Union and have elected to participate. As of January 1, 1999, the exchange rates between the legal currencies of the participating states had been fixed against
the euro. All of Buhrmann's subsidiaries located in the participating member states have used the euro as their functional currency from January 1, 1999 to the extent required by customers. In
addition, our internal invoicing has taken place in euro since January 1, 1999. Buhrmann has adopted the euro as its reporting currency for the presentation of financial information for
reporting periods beginning on or after January 1, 1999. To date, Buhrmann has not experienced any material adverse impact on its financial condition or results of operations in connection with
the introduction of the euro and does not believe that there will be a material adverse impact.



ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Buhrmann has a two-tiered board structure, consisting of a Supervisory Board, with eight non-executive Members, and an Executive Board
with three executive Members as of December 31, 2001.

Supervisory Board

The function of the Supervisory Board is to supervise and advise the Executive Board. Supervisory Board Members are appointed (or re-appointed) by the
Supervisory Board for terms of four years and must retire at age 70.

During
the Annual General Meeting of Shareholders on May 2, 2002 a proposal to amend the Articles of Association was approved. After the formalization of the amendment, the
General Meeting of Shareholders will hold the authority to appoint Members of the Supervisory Board and to suspend them.

The
Supervisory Board has established two committees, a Remuneration and Appointments Committee and an Audit Committee.

Executive Board

The Executive Board is responsible for the management of the Company. Each of the Members has specific areas of responsibility as part of an allocation of tasks
approved by the Supervisory Board.The Members, who are Buhrmann employees with directorship and management positions with Buhrmann NV's subsidiaries, are appointed by the General Meeting of
Shareholders. Nominations for the Executive Board are made by the Supervisory Board. The Executive Board meets formally once a month and on an informal basis as often as is necessary.

The
Members of the Executive Board are assisted by a number of Buhrmann's top managers with whom they form the Executive Management Group. This group meets on a periodic basis and
decides on important matters for Buhrmann, such as the development and execution of Buhrmann's strategy.

Directors and Senior Management

Supervisory Board

The Members of the Supervisory Board as of December 31, 2001 were as follows:

|Name                        |  | Age |  | Principal Occupation                                         |  | Year of
Appointment
|--------------------------- |  | --- |  | ------------------------------------------------------------ |  | -------------------
|P.C. van den Hoek, Chairman |  | 63  |  | Lawyer                                                       |  | 1993               
|A.G. Jacobs, Vice Chairman  |  | 66  |  | Former Chairman of the Executive Board of ING Groep NV       |  | 1998               
|R.C. Gay                    |  | 50  |  | Managing Director of Bain Capital, Inc                       |  | 1999               
|K. de Kluis                 |  | 65  |  | Former Chairman of the Executive Board of Buhrmann NV        |  | 1999               
|J. Peelen                   |  | 62  |  | Former Member of the Executive Committee of Unilever         |  | 1999               
|A.P. Ressler                |  | 41  |  | Managing Partner of Apollo                                   |  | 1999               
|G.H. Smit                   |  | 54  |  | Former Chairman of the Executive Board of Vedior NV          |  | 1998               
|R. Zwartendijk              |  | 62  |  | Former Member of the Executive Board of Koninklijke Ahold NV |  | 1999               

P.C. Van den HoekMr. Van den Hoek was appointed in 1993. His current term of office expires in 2004. His nationality
is Dutch. He is a lawyer with Stibbe in Amsterdam and currently holds Supervisory Directorships in AON Groep Nederland BV, ASM International NV (Chairman), Ballast Nedam NV (Chairman), Het Financieele
Dagblad Holding BV (Chairman), Robeco Groep NV (Chairman), Robeco NV (Chairman), Rolinco NV (Chairman), Rorento NV (Chairman) and Wavin BV (Chairman).

A.G. JacobsMr. Jacobs was appointed in 1998. His current term of office expires in 2004. His nationality is Dutch. He
was formerly Chairman of the Executive Board of ING Groep NV. He currently holds Supervisory Directorships in Euronext NV, IHC Caland NV, Imtech NV (Chairman), ING Groep NV, Johan
Enschedé BV (Chairman), NV Koninklijke Nederlandsche Petroleum Maatschappij and VNU NV.

R.C. GayMr. Gay was appointed in 1999. His current term of office expires in 2003. He is a Managing Director of Bain
Capital, Inc. His nationality is American. He currently holds Supervisory Directorships in Alliance Laundry, IHF Capital, Maxim Crane and Nutraceutical, Inc. Mr. Gay was named to
the Supervisory Board under the terms of the October 1999 stock purchase agreement between and among Buhrmann, Apollo and Bain.

K. de KluisMr. De Kluis was appointed in 1999. His current term of office expires in 2002. He was formerly Chairman
of the Executive Board of Buhrmann NV. His nationality is Dutch. He currently holds Supervisory Directorships in Brocacef Holding NV, C.K. Dekker Hout Beheer BV, Van Leeuwen Buizen Groep BV, Sappi
Limited and Van Wijnen Holding NV (Chairman).

J. PeelenMr. Peelen was appointed in 1999. His current term of office expires in 2002. He was formerly a Member of
the Executive Committee at Unilever with responsibility for personnel, and a Member of the Executive Board of Unilever NV. His nationality is Dutch. He currently holds Supervisory Directorships in Arcadis NV, Friesland Coberco Dairy Foods Holding NV and VVVA Groep BV.

A.P. ResslerMr. Ressler was appointed in 1999. His current term of office expires in 2003. He is a Founder/Partner of
Apollo Advisors, L.P., Lion Advisors, L.P. and Ares Management, L.P. His nationality is American. He currently holds Supervisory Directorships in Allied Waste Industries, Inc.,
Prandium, Inc. and Vail Resorts, Inc. Mr. Ressler was named to the Supervisory Board under the terms of the October 1999 stock purchase agreement between and among
Buhrmann, Apollo and Bain.

G.H. SmitMr. Smit was appointed in 1998. His current term of office expires in 2005. He was formerly Chairman of the
Executive Board of Vedior NV. His nationality is Dutch. He currently holds Supervisory Directorships in Endemol Entertainment Holding NV and Transavia Airlines CV.

R. ZwartendijkMr. Zwartendijk was appointed in 1999. His current term of office expires in 2005. He was formerly
Member of the Executive Board of Koninklijke Ahold NV. His nationality is Dutch. He currently holds Supervisory Directorships in Ahold Supermercados S.A., Blokker Holding BV (Chairman), InnoConcepts
NV, Koninklijke Numico NV (Chairman), Lincoln Snacks Company, Nutreco Holding NV (Chairman), Randstad Holding NV and Telepanel Systems, Inc.

Executive Board

The Members of the Executive Board as of December 31, 2001 are as follows:

|Name               |  | Age |  | Areas of Responsibility                                                    |  | Year Joined
Company
|------------------ |  | --- |  | -------------------------------------------------------------------------- |  | -------------------
|Frans H.J. Koffrie |  | 50  |  | Chairman of the Executive Board, President and Chief Executive Officer     |  | 1988               
|George Dean        |  | 55  |  | Member of the Executive Board; President of the Paper Merchanting Division |  | 1990               
|Floris F. Waller   |  | 43  |  | Member of the Executive Board and Chief Financial Officer                  |  | 1999               

Frans H.J. KoffrieMr. Koffrie joined Buhrmann in 1988 and was appointed Chairman of the Executive Board in 1998. From
1993, he served as a Member of the Executive Board of KNP BT. In 1990, he was appointed to the Executive Board of VRG where he had served as a managing director of the Business Systems division since
1988. From 1975 to 1988, Mr. Koffrie worked for Triumph-Adler Nederland BV and from 1971 to 1975 for Vroom en Dreesmann. Mr. Koffrie currently holds Supervisory Directorships in Libertel
NV and Wessanen NV, two Dutch public companies. Mr. Koffrie has a masters degree in economics from the University of Amsterdam, and a bachelors degree in law from Erasmus University, Rotterdam.

George DeanMr. Dean joined Buhrmann in 1990 and was appointed as a Member of the Executive Board in 1998.
Mr. Dean is a director of Buhrmann US Inc. He had been on the Executive Board of KNP BT Distribution and President of our Paper Merchanting Division since 1995. From 1990 to 1995,
Mr. Dean was managing director of Howard Smith Papers. From 1969 to 1990 he worked in the Wiggins Teape Group. Mr. Dean has a degree in chemical engineering from the University of
Edinburgh.

Floris F. WallerMr. Waller joined Buhrmann in 1999 and was appointed Chief Financial Officer and a Member of the
Executive Board in that year. Mr. Waller is a director of Buhrmann US Inc. Before joining Buhrmann, he was Treasurer of the European Region for Unilever NV, which he joined in 1984. He
has also held a number of positions within Unilever in the Netherlands, Switzerland and the United States. Mr. Waller has a masters degree in economics from Erasmus University, Rotterdam and is a fully qualified accountant.

Effective
October 8, 2001,Robert L. Kingresigned as a Member of the Executive Board of Buhrmann and as President and Chief
Executive Officer of Buhrmann's Office Products North America Division. After his resignation, Mr. King became Chief Executive Officer and Chairman of Requisite Technology, Inc., a
global leader in enterprise content management solutions. Corporate Express was an early investor in Requisite Technology and maintains an equity position in the company.

At
the Annual General Meeting of Shareholders, which was held on May 2, 2002,Mr. Rudi De BeckerandMr. Mark S. Hoffmanwere appointed as
Members of the Executive Board. Their résumés are included under Executive Management Group below.

Executive Management Group

The Members of the Executive Board are assisted by a number of top managers of Buhrmann with whom they form the Executive Management Group. In addition to the
Members of the Executive Board, the Members of the Executive Management Group as of December 31, 2001 are as follows:

|Name                  |  | Age |  | Areas of Responsibility                                                            |  | Year Joined
Company
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------- |  | -------------------
|J. Pieter E. Barbas   |  | 60  |  | Company Secretary                                                                  |  | 1971               
|Rudi de Becker        |  | 55  |  | President, Office Products Europe Division                                         |  | 2001               
|Richard Dubin         |  | 60  |  | President of Speciality Business units in Office Products North America Division   |  | 1991               
|Thomas Heine-Geldern  |  | 50  |  | Regional President France, Southern and Central Europe, Paper Merchanting Division |  | 1991               
|Mark S. Hoffman       |  | 49  |  | President and Chief Executive Officer of Office Products North America Division    |  | 1999               
|Carl M. Thomas        |  | 55  |  | President, Graphic Systems Division                                                |  | 1990               
|Harry G. Vreedenburgh |  | 51  |  | Director of Accounting, Control & Economic Affairs                                 |  | 1984               

J. Pieter E. Barbas.Mr. Barbas joined Buhrmann in 1971 as legal counsel and was appointed Company Secretary in 1975.
He is also responsible for corporate communications. Mr. Barbas has a masters degree in law from the University of Utrecht (The Netherlands).

Rudi De Becker.Effective from April 16, 2001, Mr. De Becker was appointed President of the Office Products
Europe Division. Prior to this, Mr. De Becker had been a Member of the Executive Board of Samas Groep NV since 1998 and held senior management positions on an European level with Black and
Decker and Xerox Corporation. He was previously active in management consulting with Booz, Allen & Hamilton and McKinsey. Mr. De Becker holds a master's degree in economics and an MBA
from the University of Ghent, Belgium. At the Annual General Meeting of Shareholders on May 2, 2002, Mr. De Becker was appointed as a Member of the Executive Board of Buhrmann.

Richard Dubin.Prior to the merger with Corporate Express, Mr. Dubin served as Executive Vice President and President
of BT Office Products North America since August 1997. He is the President of Buhrmann US Inc. Mr. Dubin had been a Vice President of BT Office Products since April 1995
and previously served as Regional President, Mid-West Region of that company from January 1995 to August 1997. Mr. Dubin was the President of BT Buschart from
April 1990 through December 1994. Mr. Dubin was the President of Buschart Office Products, Inc., a contract stationer serving the St. Louis metropolitan area and the
predecessor of BT Buschart, from September 1981 until the acquisition of Buschart Office Products, Inc. by BT Office Products in April 1990. Mr. Dubin retired from Buhrmann
on March 31, 2002.

Thomas Heine-Geldern.Mr. Heine-Geldern joined Buhrmann in 1991 and has been Regional President, France, Southern and
Central Europe of our Paper Merchanting Division since 1996. From 1994 to 1995, he was Managing Director of the paper merchant group of KNP LEYKAM. From 1991 to 1997, Mr. Heine-Geldern was a
Member of the Executive Board of Leykam-Mürztaler Papier-und Zellstoff A.G. Mr. Heine-Geldern has an MBA from INSEAD Fontainebleau and a doctor juris degree from the
University of Vienna.

Mark S. Hoffman.On October 8, 2001, Mr. Hoffman succeeded Robert L. King as President and Chief Executive
Officer of Buhrmann's Office Products North America Division. At the Annual General Meeting of Shareholders on May 2, 2002, Mr. Hoffman was appointed as a Member of the Executive Board
of Buhrmann. Upon the closing of the merger with Corporate Express, Mr. Hoffman became President of North American office products. Mr. Hoffman joined Corporate Express as President of
North American Operations during 1997. Before Mr. Hoffman joined Buhrmann, he served as President, Chief Executive Officer and a director of APS Holdings, Inc. from August 1992 to
March 1997. Mr. Hoffman was Vice President, Planning and Development at W.W. Grainger, Inc., from April 1991 to July 1992. From 1987 to April 1991, he was
with TRW, Inc., a manufacturer of automotive parts and other products and a provider of information system services, in various executive capacities, including Vice President and General
Manager of TRW, Inc.'s Asia Pacific steering and suspension operations and Managing Director, TRW Products, Ltd.

Carl M. Thomas.Mr. Thomas joined Buhrmann in 1990 and was Division Director and President of our Information Systems
Division since 1998. Following the divestment of this division in May 2000, Mr. Thomas was appointed as Division Director and President of the Graphic Systems Division. From 1990 to
1997, Mr. Thomas was Managing Director of Tetterode Nederland BV. From 1988 to 1990, he was Managing Director of Nashua Nederland NV. From 1987 to 1988, he was Interim Manager for Nashua U.K.
and before that, since 1984 he was Managing Director of Hagemeyer Singapore.

Harry G. Vreedenburgh.Mr. Vreedenburgh joined Buhrmann in 1984 and was appointed Director of Accounting,
Control & Economic Affairs in 1998. Mr. Vreedenburgh has held various positions with Buhrmann. From 1994 he was Chief Financial Officer and from 1996 he was a Member of the Executive
Board of KNP BT Distribution. He previously served as Staff Director of Corporate Planning & Systems of KNP BT from 1993 to 1994 and, prior thereto, as Group Controller of VRG-Groep
NV from 1987 to 1993 and Financial Director of VRG-Paper in South Africa. Before joining Buhrmann, Mr. Vreedenburgh held controller positions with VNU NV and Wessanen NV.
Mr. Vreedenburgh has a masters degree in economics from Erasmus University, Rotterdam.

Board Practices

The Supervisory Board of Buhrmann has established two committees, each comprising three Members of the Board. The Remuneration and Appointments Committee advises
the Supervisory Board on such matters as the appointment and remuneration structure of the Members of the Supervisory Board and Members of the Executive Board. As of December 31, 2001 the
Members were P.C. van den Hoek, K. de Kluis and R. Zwartendijk. The Audit Committee assists the Supervisory Board in the evaluation of the Company's auditing and controlling functions. This includes
the review of the financial reporting process, the system of internal control and management of financial risks, the audit process, and the compliance process.

As
of December 31, 2001 the Members of the Audit Committee were P.C. van den Hoek, A.G. Jacobs and G.H. Smit. Audit Committee meetings are attended by the CEO, the CFO and the
Director of Accounting, Control & Economic Affairs and are held not less than twice a year.

Compensation

The compensation in 2001 for Members of the Executive Board was as follows (in thousands of euro):

|                   |  | Salary |  | Pension charges |  | Total 2001
|------------------ |  | ------ |  | --------------- |  | ----------
|Frans H.J. Koffrie |  | 545    |  | 171             |  | 716       
|George Dean        |  | 408    |  | 265             |  | 673       
|Robert L. King*    |  | 699    |  | 6               |  | 705       
|Floris F. Waller   |  | 295    |  | 103             |  | 398       
|                   |  |        |  |                 |  |           
|Total              |  | 1,947  |  | 545             |  | 2,492     
|                   |  |        |  |                 |  |           

---

The
remuneration reported relates to the period of membership of the Executive Board.

The
bonuses for the Executive Board are performance related and determined by the Supervisory Board.

In
2001, the following bonuses were paid to Members of the Executive Board for performance in the year 2000 (in thousands of euro):

Frans H.J. Koffrie

299George Dean

193Robert L. King

391Floris F. Waller

136Total

1,019


In
2002, no bonuses were granted to Members of the Executive Board for performance in the year 2001.

The
aggregate compensation in 2001 for Members of the Supervisory Board was EUR 271 thousand. The compensation of the Supervisory Board does not depend on the Company's result.

The
aggregate compensation in 2001 (including pension, retirement and other similar benefits) of Members of the Executive Management Group, excluding Members of the Executive Board was
EUR 3,074 thousand. The aggregate amount set aside or accrued by Buhrmann in 2001 to provide pension benefits for Members of the Executive Management Group, excluding Members of the Executive
Board, was EUR 269 thousand.

Mark
Hoffman, as a U.S. based executive, participates in an additional long-term incentive scheme designed for the Office Products North America Division. This scheme pays
awards based on the division's growth in economic value, measured over a three-year period. Robert King and Richard Dubin, who both retired from Buhrmann, also participated in this scheme.

The
Members of the Executive Management Group, including Members of the Executive Board, received 157,000 options to Ordinary Shares in Buhrmann in 2001.

Certain
Members of the Executive Management Group have service agreements providing for benefits upon termination of employment.

Ownership of Securities and Share Option Rights

The Members of the Supervisory Board, Executive Board and Executive Management Group at April 30, 2002 held a total of:



Such
Members individually own less than one percent of Ordinary Shares in Buhrmann, outstanding certificates of Buhrmann Preference Shares A or 121/4% Notes.

Option Plan

There is a share option plan in place for managers of the Company.

The
option plan is designed as an incentive for a large group of managers working with Buhrmann and its subsidiaries. There are some 450 managers involved. The maximum percentage of
option rights that may be granted in any year is 1.25% of the total number of outstanding Ordinary Shares. This reflects the requirements of the business given our geographic spread (in particular the
United States of America) and specific human resource management needs for critical business activities.

For
individual managers, the options to be granted are related in part to the fixed remuneration of the person in question and his or her contribution to Group results. The maximum
nominal value (based on the number of shares to which the option right relates, multiplied by the option exercise price) will not exceed an amount equal to twice the fixed salary of the relevant
individual.

The
options have a term of five years and can be exercised only after three years. The exercise price for option rights granted is the closing price of the Buhrmann Ordinary Shares on
the first trading day after the meeting of shareholders on which Buhrmann's shares are quoted ex-dividend.

Those
entitled to options are bound by internal regulations designed to prevent insider trading. Options granted are in principle hedged by purchasing the shares required on or close to
the grant date. Options may not be hedged if the financial position gives rise to a decision not to purchase the shares required. Considerations for evaluating the financial position are the growth
prospects and its required financing, as well as the capital structure of the Group. On the basis thereof it was decided not to purchase shares for this purpose in 2001 and 2000.

In
2001, the Members of the Executive Board were granted option rights on 87,500 Buhrmann Ordinary Shares:

Frans H.J. Koffrie

40,000George Dean

27,500Floris F. Waller

20,000Total

87,500




Employees

|                                                         |  | 2001   |  | 2000   |  | 1999  
|-------------------------------------------------------- |  | ------ |  | ------ |  | ------
|Average number of employees                              |  | 27,443 |  | 25,782 |  | 15,039
|Number of employees per division at year end:            |  |        |  |        |  |       
|Office Products North America                            |  | 14,240 |  | 13,262 |  | 13,792
|Office Products Europe and Australia                     |  | 6,228  |  | 6,100  |  | 5,727 
|Paper Merchanting                                        |  | 5,519  |  | 5,666  |  | 4,937 
|Graphic Systems                                          |  | 1,176  |  | 1,198  |  | 1,122 
|Holdings                                                 |  | 72     |  | 70     |  | 61    
|                                                         |  |        |  |        |  |       
|Total                                                    |  | 27,235 |  | 26,296 |  | 25,639
|                                                         |  |        |  |        |  |       
|Number of employees per geographical region at year end: |  |        |  |        |  |       
|United States                                            |  | 13,496 |  | 12,412 |  | 12,978
|United Kingdom                                           |  | 2,458  |  | 2,294  |  | 2,146 
|The Netherlands                                          |  | 2,490  |  | 2,560  |  | 2,481 
|Rest of the world                                        |  | 8,791  |  | 9,030  |  | 8,214 
|                                                         |  |        |  |        |  |       
|Total                                                    |  | 27,235 |  | 26,296 |  | 25,639
|                                                         |  |        |  |        |  |       

The
acquisition of the office supplies divisions of Samas and USOP initially resulted in about 5,000 employees joining the Buhrmann Group in 2001. About 2,000 people left the Buhrmann
Group in 2001 as a result of the divestment of our office products activities in the Netherlands and the staff reductions resulting from the integration of acquired companies. Due to the slowdown in
business activities in 2001, Buhrmann needed to adjust its cost base which led to a further reduction in employee numbers of about 1,250.

Labor Relations

Buhrmann estimates that in 2001 less than 5% of our workforce in the European countries was covered under collective bargaining agreements. In Europe, our staff
in the distribution centers are in general represented by trade unions. Buhrmann has various local and European works councils. These works councils primarily serve an advisory role.

Our
works councils in the Netherlands may make, by law, non-binding recommendations for candidates to fill vacancies on Buhrmann's Supervisory Board. Buhrmann is also
required by Dutch law to consult with the works councils in some decision-making processes.

In
the United States, Buhrmann estimates that in 2001 approximately 5% of the workforce was covered under collective bargaining agreements. The primary union in the United States is the
Teamsters.

None
of Buhrmann's subsidiaries or affiliates has recently experienced labor actions or disruptions that had a materially adverse impact on its operations. In general, Buhrmann believes
that the work climate is stable throughout the Company.



ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

We are not aware of any corporation or foreign government which could be deemed to directly or indirectly own or control Buhrmann NV. Buhrmann NV has an
authorized share capital of 610,000,000 shares, divided into 250,000,000 Ordinary Shares, 54,940,000 Preference Shares A, 305,000,000 Preference Shares B and 60,000 Preference Shares C. The Ordinary
Shares may, at the option of the shareholder, be bearer shares or registered shares. The Preference Shares A and B can only be registered shares. The Preference Shares C are registered shares, but may
under certain conditions be bearer shares. On April 30, 2002, the issued share capital was divided into 131,834,993 Ordinary Shares, 53,281,979 Preference Shares A, no Preference Shares B, and
37,268 Preference Shares C, all of which have been fully paid up. The Company's major shareholders do not have any special voting rights. The following table sets forth information as of
April 30, 2002 regarding the ownership of all classes of voting stock of Buhrmann NV by (i) each person who is known by us to own more than 5% of any class of voting stock of Buhrmann NV
(ii) the officers and directors of Buhrmann NV as a group.

|Name                                                                                 |  | Ordinary Shares |     | %(1) |     | Preference
Shares A |       | %(1) |     | Preference
Shares C |  | %    |  | Voting
%(1) |    
|------------------------------------------------------------------------------------ |  | --------------- | --- | ---- | --- | ------------------- | ----- | ---- | --- | ------------------- |  | ---- |  | ----------- | ---
|Trust Office                                                                         |  |                |     |     |     | 53,281,893          |       | 100  | (2) |                    |  |     |  | 28.8        |    
|Apollo Investment Fund IV, L.P.(3)                                                   |  | 14,031,884      | (4) | 9.2  | (4) |                    |       |     |     | 23,963              |  | 64.3 |  | 6.8         | (5)
|Bain Capital Fund VI, L.P.(6)                                                        |  | 6,669,580       | (7) | 4.4  | (7) |                    |       |     |     | 11,390              |  | 30.6 |  | 3.2         | (8)
|Aegon NV(9)(10)                                                                      |  |                |     |     |     | 9,500,000           |       |      |     |                    |  |     |  | 0           |    
|AMEV/VSB 1990 NV(9)                                                                  |  |                 |     |      |     |                     |       |      |     |                    |  |     |  | 6.3         |    
|Cobepa NV(9)(10)                                                                     |  |                 |     |      |     |                     |       |      |     |                    |  |     |  | 0           |    
|Internationale Nederlanden Groep NV(9)                                               |  |                 |     |      |     |                     |       |      |     |                    |  |     |  | 5.5         |    
|NIB Capital NV(9)(10)                                                                |  |                 |     |      |     |                     |       |      |     |                    |  |     |  | 0           |    
|Dexia S.A.(9)(10)                                                                    |  |                 |     |      |     |                     |       |      |     |                    |  |     |  | 0           |    
|The Members of the Supervisory Board, Executive Board and Executive Management Group |  | 165,243         |     | *    |     | 411                 | (11)) | *    |     |                    |  |     |  | *           |    









The
Stichting Administratiekantoor Preferente Aandelen Buhrmann NV, which we refer to as the "Trust Office," holds the Preference Shares A, which account for approximately 29% of the
share capital of Buhrmann NV.

Under
Dutch law any person,



must
give written notice of that acquisition or disposal. The percentage ranges referred to in this Act are 0-5, 5-10, 10-25, 25-50,
50-662/3 and over 662/3. As of April 30, 2002, we had received notice from six entities of an interest of between five and ten percent in the capital
of Buhrmann NV, which are listed in the chart above. The ownership percentages listed in the chart are the interests held by these entities at the time of notification.

Buhrmann
believes that at December 31, 2001 approximately 13% of Buhrmann's Ordinary Shares were held in the United States (approximately 17 million shares, all held by
institutional investors). This is based on a third party investigation relating to the geographical spread of Buhrmann's Ordinary Shares. This investigation is done twice a year and the latest
available information is dated as of December 31, 2001. In addition, two United States recordholders held 94.9% of Buhrmann's Preference Shares C.

Related party transactions

Apollo and Bain

On October 28, 1999, affiliates of Apollo and affiliates and a co-investor of Bain purchased a total of 35,000 Preference Shares C for an
aggregate purchase price of USD 350 million. The Apollo group purchased 23,500 Preference Shares C for a purchase price of USD 235 million and the Bain group purchased 11,500 Preference
Shares C for a purchase price of USD115 million, including 300 Preference Shares C purchased by Peder Smedvig Capital AS for a purchase price of USD 3 million. Apollo and Bain have each
designated one representative to be appointed to Buhrmann NV's Supervisory Board, and have other special rights both as holders of Preference Shares C and under the stock purchase agreement. The
Preference Shares C are convertible at the option of the holders of these shares into a number of Ordinary Shares which would represent approximately 15% of our ordinary equity value. The Preference
Shares C carry the right to cast less than one percent of the vote on matters to be voted on by shareholders of Buhrmann NV. However, the Ordinary Shares into which the Preference Shares C are convertible would give the holders the right to cast
approximately 10% of the total vote on matters to be voted on by shareholders of Buhrmann NV.

The
rights of Apollo and Bain which exist under the stock purchase agreement are summarized below.

Description of Apollo and Bain

Apollo is a private equity investment partnership with principal offices in Los Angeles, New York and London. Since inception in 1990, Apollo and its affiliated
funds have invested over USD 10 billion of total capital both domestically and internationally, in a wide-variety of industries. By targeting companies with strong management teams,
leading market share positions, highly respected products and services, well-recognized brand identities and meaningful growth opportunities, Apollo seeks substantial long-term
capital appreciation. Apollo invests in a flexible manner in response to the needs of its strategic partners in both control and influential minority positions. Selected companies in Apollo's current
portfolio include: Allied Waste Industries, United Rentals, Berlitz International, Vail Resorts, Sirus Satellite Radio, Inc., Renter's Choice, Pacer International and Wyndham International.

Bain
is a private equity investor whose principals have extensive experience working with companies on a wide range of strategic and operational challenges across many industries. Their
investment strategy is to seek to invest in businesses with exceptional management teams and improve the long-term value of those businesses. The firm typically seeks to identify companies
with strong strategic positions and significant opportunities for growth. Bain Capital manages more than USD 12 billion of capital and has invested in more than 120 companies. Examples of prior
investments include Staples, Sealy Mattress Co., The Sports Authority, Brookstone and Domino's Pizza.

Board representation

So long as the Apollo holders and the Bain holders hold 75% of their initial investment, Buhrmann NV will nominate and cause the appointment to Buhrmann NV's
Supervisory Board of two people, one proposed by each of the Apollo holders and the Bain holders. If either the group of Apollo holders or the group of Bain holders hold at least 75% of their initial
investment and the other group holds an amount of shares that is less than this percentage, Buhrmann NV will nominate and cause the appointment to Buhrmann NV's Supervisory Board one person proposed
by the Apollo holders or the Bain holders. In addition, if neither the Apollo holders nor the Bain holders hold 75% of their initial investment, but together the Apollo holders and the Bain holders
hold 50% of their combined initial investment, Buhrmann NV will nominate and cause the appointment to Buhrmann NV's Supervisory Board one person proposed jointly by the Apollo holders and the Bain
holders.

Special covenants

So long as the Apollo holders or the Bain holders have the right to nominate and cause the appointment to Buhrmann NV's Supervisory Board of at least one person,
Buhrmann NV is required to obtain the consent of the holders of a majority of the Preference Shares C, or the Ordinary Shares into which the Preference Shares C are convertible, held by the Apollo
holders or the Bain holders before it can take certain actions. These actions include making acquisitions for values over a certain amount, declaring or paying any dividends on Ordinary Shares if the
aggregate value of all dividends paid or payable by Buhrmann NV exceed 35% of Buhrmann NV's consolidated net income and, subject to certain exceptions, issuing any equity securities of Buhrmann NV or
its subsidiaries.

If
the Apollo holders or the Bain holders fail to give consent to one of these actions during the two years after the date the Preference Shares C are issued, Buhrmann NV has an option
to redeem all, but not less than all, of the Preference Shares C, or the Ordinary Shares into which the Preference Shares C are convertible, subject to the following conditions:



If
the Apollo holders or the Bain holders fail to give consent to one of these actions after the first two years after the date the Preference Shares C are issued, Buhrmann NV has a
similar redemption option for a price that would result in a 20% annualized internal rate of return for the Preference Shares C for the period for which the Preference Shares C were outstanding.

Pursuant
to the stock purchase agreement, Buhrmann NV agreed to use its reasonable best efforts to list its Ordinary Shares on a national exchange or similar market in the United States
within 24 months of the date the Preference Shares C were issued. That requirement was fulfilled when Buhrmann NV listed ADS's evidenced by ADR's representing its Ordinary Shares on the New
York Stock Exchange (NYSE) on September 20, 2001.

Standstill; lock-up

In return for being granted the special rights described above, the Apollo holders and the Bain holders have agreed to certain standstill and lock-up
provisions. So long as the Apollo holders and the Bain holders own Preference Shares C or Ordinary Shares of Buhrmann NV into which the Preference Shares C are convertible, each of the Apollo holders
and the Bain holders has agreed that it will not purchase any additional equity interest in Buhrmann NV. In addition, each of the Apollo holders and the Bain holders cannot sell or transfer, other
than to their affiliates or in connection with a change of control transaction, as that term is defined in Buhrmann NV's Articles of Association, its Preference Shares C or its Ordinary Shares of
Buhrmann NV into which the Preference Shares C are convertible for 12 months after the Preference Shares C are issued.

Interest of management in certain transactions

Loans are extended to Members of the Executive Board and Executive Management Group. As of April 30, 2002, the total amount of loans extended was EUR
117 thousand with the largest amount outstanding since December 31, 2000 being EUR 145 thousand. These loans bear interest at a rate of 4% and 5.25%, respectively. No loans have
been extended to Members of the Supervisory Board



ITEM 8: FINANCIAL INFORMATION

Our Consolidated Financial Statements dated February 28, 2002 are included in Item 18 of this annual report.

Legal proceedings

Arbitration Buhrmann ISD Groupe S.A. / Ipfo Bail S.A.

The Buhrmann Group is involved as plaintiff in French arbitration proceedings, initiated in 1994 against the French company Ipfo Bail S.A. (formerly named
Locafrance S.A.). The claim relates to the acquisition by the Buhrmann Group from Ipfo Bail S.A. in 1991 of all of the shares in the capital of the French company Agena S.A. The claim is based on
misrepresentation of the financial position of the company in the closing balance sheet at the time of the acquisition. In the arbitration proceedings the principal claim for all damages as a result
of the acquisition amounts to approximately FRF 1 billion (EUR 152 million) plus interest and costs of the proceeding. An independent expert appointed by the arbitrators gave support to
Buhrmann's claim of substantial misstatements in the closing balance sheet. Although it is anticipated that a substantial indemnity payment will be awarded, the amount will not be known until the
decision of the arbitrators, which is expected in 2002. This decision will not be subject to appeal, and could only be challenged on the basis of the limited grounds provided under French law or the
New York Convention.

Regulatory proceedings

Buhrmann's publication of preliminary first quarter 2001 results on April 18, 2001 led to a steep decline in the Buhrmann share price. This occurred
shortly after Buhrmann's equity offering at the end of March 2001 and Euronext launched an investigation in order to determine whether Buhrmann had violated article 28h of the Listing
Regulations of Euronext which dictates that an issuing entity is held to
instantly publish any fact or event of which it can reasonably be assumed that it will have a material impact on the share price.

In
August 2001, the investigation was completed and the outcome was that Buhrmann had not violated the Listing Regulations of Euronext.

Other

Buhrmann is involved in various other routine legal and regulatory proceedings incidental to the conduct of its business. Buhrmann does not believe that any of
these legal or regulatory proceedings will have a material adverse effect on its financial condition or results of operations.

Dividend Policy

The dividend policy of Buhrmann is aimed at achieving an average long-term pay-out rate of around 35% of the net profit from operations
after deduction of the dividend on the preference shares. This dividend will be paid either in new ordinary shares debited to the share premium reserve, or fully in cash, at the option of the
shareholder.



The
following table sets out, for the years indicated, the dividends in euro declared by Buhrmann in respect of its Ordinary Shares.

|Dividend per Financial Year |  | Share
|--------------------------- |  | -----
|1998 (*)                    |  | 0.60 
|1999                        |  | 0.60 
|2000                        |  | 0.60 
|2001                        |  | 0.16 

Dividend
payments may be subject to Netherlands statutory withholding taxes.

Significant Changes

Except as otherwise disclosed in this annual report, there have been no material changes in Buhrmann's financial position since December 31, 2001.

ITEM 9 THE OFFER AND LISTING

Our Ordinary Shares are listed in Amsterdam on Euronext N.V., the Frankfurt Stock Exchange and are traded in London on SEAQ International. The principal trading
market for our Ordinary Shares is Euronext Amsterdam. Our Ordinary Shares are also listed on the NYSE, trading in the form of American Depositary Shares, or ADSs, evidenced by ADRs. Each ADS
represents one Ordinary Share. We have a sponsored ADR facility with the Bank of New York as depositary. The ADSs have been listed on the New York Stock Exchange since September 20, 2001.

The
following table sets forth, for the periods indicated, the per share high and low closing market prices of our Ordinary Shares on the Euronext Amsterdam and of our ADSs on the NYSE.

|                                     |  | Ordinary Shares
(in euro) |  | ADSs
(in dollars)
|------------------------------------ |  | ------------------------- |  | -----------------
|
|
|December 31, 2001                    |  | 33.00                     |  | 5.33             
|December 31, 2000                    |  | 35.00                     |  | 16.58            
|December 31, 1999                    |  | 19.95                     |  | 10.30            
|December 31, 1998                    |  | 26.19                     |  | 12.93            
|December 31, 1997                    |  | 23.77                     |  | 15.80            
|Fiscal Year Ended December 31, 2000  |  |                           |  |                  
|First Quarter                        |  | 28.97                     |  | 16.58            
|Second Quarter                       |  | 33.55                     |  | 25.00            
|Third Quarter                        |  | 35.00                     |  | 28.50            
|Fourth Quarter                       |  | 33.30                     |  | 25.65            
|Fiscal Year Ended December 31, 2001  |  |                           |  |                  
|First Quarter                        |  | 33.00                     |  | 25.65            
|Second Quarter                       |  | 30.26                     |  | 10.00            
|Third Quarter                        |  | 11.25                     |  | 5.33             
|Fourth Quarter                       |  | 13.00                     |  | 5.86             
|Fiscal Year Ending December 31, 2002 |  |                           |  |                  
|First Quarter                        |  | 15.83                     |  | 11.65            
|Calendar Month                       |  |                           |  |                  
|November 2001                        |  | 12.25                     |  | 7.00             
|December 2001                        |  | 13.00                     |  | 11.08            
|January 2002                         |  | 13.79                     |  | 11.65            
|February 2002                        |  | 13.35                     |  | 11.73            
|March 2002                           |  | 15.83                     |  | 13.59            
|April 2002                           |  | 15.14                     |  | 13.86            

ITEM 10 ADDITIONAL INFORMATION

Articles of Association of Buhrmann NV

Following is a description of the material provisions of our Articles of Association, as amended June 12, 2001 pertaining to the rights and restrictions
applicable to our Ordinary and Preference Shares. This description is only a summary and does not purport to be complete.

During
the Annual General Meeting of Shareholders on May 2, 2002 a proposal to amend the Articles of Association was approved. After formalization of the amendment, the General
Meeting of Shareholders will hold the authority to appoint Members of the Supervisory Board and to suspend them. This will also increase the influence of the General Meeting of Shareholders with
regard to the appointment of Members of the Executive Board

General

Buhrmann was incorporated under Dutch law on January 6, 1875 as a public limited liability company(naamloze
vennootschap).The Buhrmann Articles of Association were last amended by a notarial deed dated June 12, 2001.

The
object of Buhrmann is the participation in, management of, financing of and rendering services to other companies or enterprises, more specifically such companies or enterprises
which are active in the area of distribution of graphical and office systems, graphical paper, etc. and, generally, the carrying out of such activities which, in the broadest meaning of the word, are
connected with the above described objects or are conducive thereto.

Buhrmann
has its head office at Hoogoorddreef 62, (1101 BE) Amsterdam and its registered seat in Maastricht. Buhrmann is registered with the Trade Register of the Chamber of Commerce of
Amsterdam under file number 33250021. Buhrmann is subject to the mitigated corporate regime for large companies(verzwakt structuurregime) as set out in
Sections 158 through 161 and 164 of Book 2 of the Dutch Civil Code.

Share Capital

Buhrmann's current authorized share capital amounts to EUR 732,000,000, divided into 250,000,000 Ordinary Shares, 54,940,000 Preference Shares A, 305,000,000
Preference Shares B and 60,000 Preference Shares C, each with a nominal value of EUR 1.20 per share. The Ordinary Shares may, at the option of the Buhrmann shareholders, be bearer shares or registered
shares. The Preference Shares A and B are registered shares. The Preference Shares C are registered shares, but may under certain circumstances be bearer shares.

On
April 30, 2002 the issued share capital was divided into 131,834,993 Ordinary Shares and 53,281,979 Preference Shares A and 37,268 Preference Shares C, all of which have been
fully paid up. There are currently no Preference Shares B outstanding.

Preference Shares A

As of April 30, 2002 53,281,893 Preference Shares A had been taken into administration in Stichting Administratiekantoor Preferente Aandelen Buhrmann
("Trust Office"), against which depository receipts with limited convertibility were issued. The Trust Office was established under Dutch law in May 1994, and has its registered seat in
Maastricht.

The
purpose of the Trust Office is to acquire and administer Preference Shares A for which it issues depository receipts by way of title and for administrative purposes. The holders of
the depository receipts receive all of the economic benefits which attach to ownership of the Preference Shares A and they are authorized to attend and speak at the General Meeting of Shareholders.
The depository receipts can be exchanged for Preference Shares A in accordance with the provisions of the Articles of Association, subject to certain limitations. The depository receipts are listed on
Euronext NV, Amsterdam.

The
Preference Shares A held by the Trust Office are voted in accordance with the decision of a majority of the board of the Trust Office.

Every
Preference Share A is entitled to one vote on all matters to be voted upon generally by the holders of Ordinary Shares and the holders of Preference Shares A vote together with the
holders of Ordinary Shares as one class.

The
Trust Office exercises the voting rights attached to the Preference Shares A in a manner which safeguards the interests of Buhrmann, the companies affiliated with Buhrmann in a group
and everybody involved with the group as effectively as possible. The board of the Trust Office comprises five members: two members A, two members B and one member C. The members A are appointed by the board of the Trust Office. The member C is appointed by the Supervisory Board. The two members B are
appointed by the holders of depository receipts representing Preference Shares A. As at December 31, 2001, these members are Messrs. R.A.H. van der Meer and W.O. Wentges. The other
members of the Trust Office are Messrs. A.A. Loudon, L.C. van Wachem and P.C. van den Hoek. The Executive Board of Buhrmann and the Directors of the Trust Office believe that the Trust Office
Directors are in compliance with the independence requirements of the Listing Regulations of Euronext NV, Amsterdam.

Preference Shares B

As of April 30, 2002 no Preference Shares B had been issued. A put and call option agreement has been signed between Stichting Preferente Aandelen Buhrmann
NV and the Company relating to Preference Shares B. Pursuant to this agreement, under certain circumstances, Buhrmann has the right (and, under certain circumstances, the obligation) to issue and sell
to the Stichting Preferente Aandelen Buhrmann, Preference Shares B, up to a maximum amount equal to the share capital of Buhrmann other than in the form of Preference Shares B, minus one. Once any
Preference Shares B are issued to Stichting Preferente Aandelen Buhrmann, Buhrmann has the right to repurchase from Stichting Preferente Aandelen Buhrmann such Preference Shares B at their issue price
plus accrued and unpaid dividends, if any. Stichting Preferente Aandelen Buhrmann has the right to require Buhrmann to repurchase the Preference Shares B held by it. Each Preference Share B is
entitled to one vote on all
matters to be voted upon generally by the holders of the Ordinary Shares, and the holders of Preference shares B vote together with the holders of Ordinary Shares as one class. The holders of
Preference Shares B are entitled to vote separately as a class on any amendment to the Articles of Association that adversely affects the holders of the Preference Shares B. Stichting Preferente
Aandelen Buhrmann will exercise its voting rights attached to such Preference Shares B in accordance with its purpose. The purpose of Stichting Preferente Aandelen Buhrmann is to safeguard the
interests of Buhrmann, the enterprise connected therewith and all interested parties in Buhrmann, so as to exclude, as far as possible, influences which could threaten, among other things, the
continuity, independence and identity of Buhrmann. The aim of the Preference Shares B is to provide a protective measure against unfriendly take-over bids. As of December 31, 2001
the Board of Stichting Preferente Aandelen Buhrmann comprises: G. van Schaik (Chairman), A.L. Asscher, J.F. van Duyne, P. Bouw and A.G. Jacobs. Each Board Member is entitled to cast one vote. In the
collective opinion of the Executive Board of Buhrmann NV and the Directors of Stichting Preferente Aandelen Buhrmann NV, the conditions with regard to the independence of the Directors of Stichting
Preferente Aandelen Buhrmann NV, as referred to in appendix X of the listing rules of Euronext NV, Amsterdam, have been complied with.

Preference Shares C

An aggregate of 35,000 Preference Shares C were issued to two U.S. venture capital groups, Apollo Investment Fund IV and Bain Capital Fund VI, on
October 28, 1999, at the occasion of the closing of the acquisition of Corporate Express. Each Preference Shares C has a nominal value of EUR 1.20 per share.

Conversion

The Preference Shares C are convertible, at the option of the holders, in whole or in part, into Ordinary Shares. The initial conversion rate amounted to EUR
18.1125 (converted into US dollar as set forth in the Articles of Association). The Preference Shares C are subject to the usual anti-dilution protections, which can lead to an adjustment
of the conversion price in case of share issuances subject to certain exceptions as described in the Articles of Association. In addition, the conversion price shall be reduced annually with an amount equal to 50% of the dividend distributed on Ordinary Shares. Following the dividend paid in April 2000 and May 2001 in respect of the financial years
1999 and 2000 respectively, each Preference Share C is convertible into a number of Ordinary Shares equal to the liquidation preference divided by EUR 17.5125. After the dividend for the fiscal year
2001, payable in May 2002, the conversion rate will decrease to EUR 17.4325. The liquidation preference of each Preference Share C is USD 10,000, plus accrued dividends ("The Liquidation
Preference").

Ranking

The Preference Shares C have a preference with regard to dividend distributions and rights during liquidation and dissolution in respect of all existing and
future series of Ordinary and Preference Shares, provided that they rank equal to the Preference Shares A. As long as there are outstanding Preference Shares C, Buhrmann may not repurchase or cancel
Ordinary Shares and/or other Preference Shares, except for Preference Shares B, without the prior approval of the meeting of holders of Preference Shares C.

Voting

Each Preference Share C is entitled to one vote on all matters to be voted upon generally by the holders of Ordinary Shares, and the holders of Preference Shares
C vote together with the holders of Ordinary Shares as one class.

Redemption

If after four years after the Preference Shares C were issued the closing price of the Ordinary Shares is at any time at or above 150% of the then prevailing
conversion price for the Preference Shares C for a period of 30 consecutive trading days, Buhrmann may cancel or repurchase all outstanding Preference Shares C. The amount per Preference Share C to be
paid will be, in the event that such cancellation or repurchase takes place (1) after the fourth anniversary but on or before the fifth anniversary of the issuance of the Preference Shares C,
105.50% of the Liquidation Preference"; (2) after the fifth anniversary but on or before the sixth anniversary of the issuance of the Preference Shares C, 102.75% of the Liquidation Preference;
and (3) following the sixth anniversary of the issuance of the Preference Shares C, 100% of the Liquidation Preference". On the twelfth anniversary of the issue date, Buhrmann has the right, in
its sole discretion, to cancel or repurchase the Preference Shares C at 100% of the Liquidation Preference. If there is a change of control (as such term is defined in the Articles of Association) of
Buhrmann or the office products business of Buhrmann in the United States, the holders of the Preference Shares C can request that Buhrmann cancel or repurchase all of the outstanding Preference
Shares C at 101% of the Liquidation Preference.

Global Note and transfer

Ordinary Shares may be issued in registered or bearer form. All Ordinary Shares issued in bearer form are represented by one single share certificate ("the Global
Note"). The Global Note has an appendix which states the number of shares represented by the Global Note. This appendix forms an inseparable part of the Global Note. Changes to the number of
outstanding bearer shares will be recorded on the appendix to the Global Note by Nederlandse Centraal Instituut voor Giraal Effectenverkeer B.V. (Necigef), which is authorized to do so by the Company.
The Global Note is deposited with Necigef for
safe custody and may be traded on Euronext Amsterdam. The Global Note is transferable through the book-entry transaction system of Ordinary Shares in bearer form may be converted into
Ordinary Shares in registered form, and vice versa. No Global Note shall be issued for Ordinary Shares in registered form. Entries shall be made in the shareholders' register of the names and
addresses of all holders of registered shares. Such register must also include the number of shares held by each shareholder. The transfer of registered shares held by each registered shareholder
requires a deed of transfer, signed by the transferor and signed or otherwise accepted by the transferee and, if Buhrmann is not a party to the transfer, a written acknowledgement by Buhrmann or service of
the deed of transfer on Buhrmann. No approvals are required for a transfer of Ordinary Shares.

Issue of Shares; Pre-emptive rights

The authority to issue Ordinary Shares and Preference Shares B has partly been delegated by the general meeting of shareholders to the Executive Board pursuant to
a resolution dated May 2, 2002. The Executive Board is generally authorized to issue Ordinary Shares up to a maximum of 30% of the issued share capital in the form of Ordinary Shares, and up to
a maximum of 10% of the issued share capital in the form of Ordinary Shares in the event of an issue for reasons other than a merger or an acquisition. The Executive Board is authorized to issue
Preference Shares B up to a maximum of 100% of the issued share capital in the form of Ordinary Shares, Preference Shares A and Preference Shares C. For these purposes, issuances of Ordinary Shares
and/or Preference Shares B include the granting of rights to subscribe for shares (including convertible debt options and warrants). The authority of the Executive Board to issue Ordinary Shares and
Preference Shares B will terminate on October 17, 2002 unless extended by a resolution of the general meeting of shareholders. The prior approval of the Supervisory Board will be required for
any Executive Board resolution to issue Ordinary Shares and/or Preference Shares B.

Except
for (i) issuances of Ordinary Shares in exchange for non-cash consideration or (ii) issuances to employees of Buhrmann or any of its subsidiaries, or
(iii) in the event of a legal merger or legal split-up of Buhrmann, Buhrmann shareholders havepro ratapre-emptive
rights to subscribe to new issuances of Ordinary Shares. These pre-emptive rights may, subject to the prior approval of the supervisory board, be restricted or excluded by the corporate
body that is authorized to issue shares.

At
the annual general meeting of shareholders of Buhrmann on May 2, 2002 the Executive Board was authorized to restrict or exclude such pre-emptive rights in the event
of issuances of or granting of rights to acquire Ordinary Shares up to November 2, 2003, subject to the prior approval of the Supervisory Board. Buhrmann shareholders do not have
pre-emptive rights in respect of Preference Shares.

Voting rights

Annual general meetings of shareholders are held within six months of the end of the financial year, for the purpose of, among other things, adopting the annual
accounts. Extraordinary general meetings of shareholders may be convened by the Executive Board or the Supervisory Board. General meetings of shareholders are held in Amsterdam. Each shareholder is
entitled to attend a general meeting of shareholders in person or be represented by written proxy, address the meeting and exercise voting rights with due observance of the provisions of the Articles
of Association. Each share in Buhrmann's capital is entitled to one vote. Unless the Articles of Association or mandatory law provides otherwise, all shareholders' resolutions require an absolute
majority of the votes. Meetings of holders of a separate class of shares will be convened by the Executive Board or the Supervisory Board, as frequently as necessary.

Restriction on Non-Dutch Shareholders' Rights

Under our Articles of Association, there are no limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights in
respect of our securities, and we are not aware of any such restrictions under Dutch corporate law.

Disclosure of shareholder ownership

Dutch law requires public disclosure to a supervising government agency and the company involved with respect to the ownership of listed shares when the following
thresholds are passed: 5%, 10%, 25%, 50% and 662/3%.

Annual accounts and discharge

Within five months following the end of each financial year, the Executive Board must prepare annual accounts accompanied by an annual report. This period may be
extended by the general meeting of shareholders on account of special circumstances for up to six months. The annual accounts and annual
report must, within the same period, be submitted to the Supervisory Board, which will present a report to the general meeting of shareholders. The annual accounts and the annual report will be
available to shareholders from the date of the notice convening Buhrmann's annual general meeting of shareholders. The annual accounts must be adopted by the general meeting of shareholders. After
distribution of dividends in respect of the Preference Shares and subject to prior approval of the Supervisory Board, the Executive Board may determine which part of the profits shall be reserved.

The
general meeting of shareholders may discharge the members of the Executive Board and of the Supervisory Board from liability in respect of the exercise of their duties during the
financial year concerned. Such discharge is subject to mandatory provisions of Dutch law, including those relating to liability of members of the supervisory boards and management boards upon
bankruptcy of a company. Moreover, this discharge does not extend to actions or omissions not disclosed in or apparent from the adopted annual accounts if these actions or omissions were concealed by
the director concerned, while the discharging shareholders could not have known about these actions or omissions.

Dividends

The proposed dividend for a financial year must be approved by the annual general meeting of shareholders, which is typically held in April or May of the
following financial year. The dividend is paid after this meeting. Dividend payments are allowed only to the extent that the shareholders' equity is in excess of the sum of the paid-up
capital and any reserves required under Dutch law. Under the Articles of Association, the dividend with respect to the Preference Shares A and Preference Shares C must be paid first from the profits
earned in any given financial year before any dividend will be paid to any other class of shares. The annual dividend on the Preference Shares C is equal to 5.5% of the Liquidation Preference of such shares, subject to adjustment under certain circumstances as set forth in the Articles of Association. The annual dividend on the Preference Shares C for each year up
to and including 2002 will be distributed in the form of additional Preference Shares C. The annual dividend on the Preference Shares C for any financial year after 2002 may, at the option of
Buhrmann, be distributed in cash or in the form of additional Preference Shares C.

The
dividend on the preference shares A is determined for a period of eight years on the basis of a dividend percentage equivalent to 1.25 percent more than the mathematical
average of the average effective yield on government loans with a term of seven-to-eight years, as calculated by the Central Office for Statistics, and published in the
Official Stock Exchange List of Euronext Amsterdam, on the last ten stock market trading days prior to the day of determination. The dividend thus determined is calculated on the issue price of EUR
3.40355 per share and is rounded up to the nearest whole cent. For the period ending on December 31, 2001 the dividend amounted to EUR 0.27 per share. For the years 2002 until and including
2009 the dividend has been set at EUR 0.21 per share.

On
the preference (protection) shares B a dividend shall be paid, the percentage of whichto be calculated over the paid up part of the nominal valueis equal to
the repo-rate of the European Central
Bank, decreased or increased by a discount or upcount, with a maximum of three percent point, to be determined by the Executive Board under the approval of the Supervisory Board, averaged over the
number of days over which the payment is made.

The
Executive Board determinessubject to the approval of the Supervisory Boardwhich part of the profit remaining after payment of the dividends on the
Preference Shares will be allocated to the reserves. Any part of the profit remaining thereafter shall be paid as a dividend on the Ordinary Shares. The Executive Board may decide to pay an interim
dividend. The decision is subject to the approval of the Supervisory Board.

The
amount of dividends, if any, paid to the holders of the Ordinary Shares will be determined in accordance with the Articles of Association as described above, and in light of existing
conditions, including earnings, financial conditions and requirements and other relevant factors.

Capital reduction

Upon the proposal of the Executive Board and subject to the approval of the Supervisory Board, the general meeting of shareholders may resolve to reduce
Buhrmann's issued share capital by cancellation of shares or by reducing the nominal value of the shares through amendment of the Articles of Association, subject to certain statutory provisions and
the provisions of the Articles of Association.

Amendment of the Articles of Association and dissolution

Pursuant to a proposal of the Executive Board and subject to the approval of the Supervisory Board, the general meeting of shareholders may amend the Articles of
Association or dissolve Buhrmann. Any amendment to the Articles of Association that adversely affects the holders of the Preference Shares C is subject to prior approval of the general meeting of the
holders of Preference Shares C, which approval must be granted with a majority of 90% of the votes cast.

American Depositary Shares

We incorporate by reference the disclosure regarding our American Depositary Share, or ADS, program included in the Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on August 28, 2001.

Material Contracts

On July 13, 1999, Buhrmann NV and North Acquisition Corporation entered into an Agreement and Plan of Merger with Corporate Express, Inc. which
provided for North Acquisition Corporation to be merged with and into Corporate Express, Inc. The Agreement and Plan of Merger provided for aggregate consideration for all of the capital stock
of Corporate Express, Inc. of approximately USD 2.3 billion including estimated assumed debt of USD 1.2 billion.

Concurrently
with the closing of the merger with Corporate Express, Buhrmann NV entered into the Senior Credit Facility with a syndicate of financial institutions for which Bankers Trust
Company acts as administrative agent, Paribas acted as syndication agent, ABN AMRO Bank N.V. acted as documentation agent and Deutsche Bank Securities Inc. acted as lead arranger and sole book
manager. The material terms of the Senior Credit Facility and the security arrangements in connection with the Senior Credit Facility are described in Item 5 "Operating and Financial Review and
ProspectsLiquidity and Capital ResourcesFinancing Activities".

In
connection with the merger with Corporate Express, we issued our 121/4% Notes pursuant to a Purchase Agreement dated October 29, 1999 with Deutsche Bank
Securities, Inc., Paribas Corporation and ABN AMRO Incorporated as initial purchasers. The Purchase Agreement contained customary representations, warranties, covenants and indemnities. The
initial purchasers also received certain registration rights pursuant to a Registration Rights Agreement dated October 29, 1999. The 121/4% Notes are subject to an Indenture
dated as of October 29, 1999. The Indenture contains certain restrictions on Buhrmann and certain of its subsidiaries, including restrictions on the ability to incur indebtedness, pay
dividends, make capital expenditures or other investments, dispose of assets, grant liens or engage in certain other activities.

On
September 3, 1999, Apollo and Bain and certain of their affiliates executed a stock purchase agreement whereby they committed to purchase 35,000 of Buhrmann NV's Preference
Shares C for an aggregate purchase price of USD 350 million. See Item 7 "Major Shareholders and Related Party Transactions" for a description of the stock purchase agreement.

On
March 5, 2001, Corporate Express and its subsidiary, Atlantic Acquisition Corporation, entered into an asset purchase agreement with its U.S. Office Products Company and
certain subsidiaries of USOP, pursuant to which Atlantic Acquisition Corporation agreed to purchase substantially all of the assets relating to USOP's North American office products business for a
purchase price of USD 250 million plus the assumption of certain liabilities relating to the purchased business. The agreement provided for the possible adjustment of the purchase price prior
to closing. USOP and the other sellers gave representations and warranties customary in an acquisition, including with respect to organization, authorization, no conflicts, title to assets, financial
statements, contracts, intellectual property, employees, accounts receivable and inventory, and agreed to indemnify the purchaser for losses due to breaches of the representations and warranties or
the liabilities or assets retained by the sellers. The acquisition was completed on May 14, 2001 and the purchase price was reduced to USD 172 million.

Exchange Controls

There are currently no limitations, either under the laws of the Netherlands or in the Articles of Association of Buhrmann NV, on the rights of
non-residents to hold or vote Ordinary Shares. Cash distributions, if any, payable in guilders or euros on Ordinary Shares may be officially transferred from the Netherlands and converted
into any other currency without Dutch legal restrictions. However, for statistical purposes, any such payments and transactions which exceed NLG 25,000, or the equivalent in euros, must be reported to
the Dutch Central Bank. In addition, no payments, including dividend payments, may be made to jurisdictions subject to certain sanctions, adopted by the government of the Netherlands, implementing
resolutions of the Security Council of the United Nations or regulations of the European Union.

Taxation

The information set out below is only a summary of certain material US tax consequences of an investment in Buhrmann's 121/4% Notes, American
Depositary Shares and Ordinary Shares and of the principle Dutch tax consequences of an investment in Ordinary Shares.

US
and Dutch taxation may change from time to time. Investors should consult their professional advisors as to the tax consequences of an investment in the 121/4% Notes,
American Depositary Shares and Ordinary Shares, including the effect of tax laws of any other jurisdiction.

US Federal Income Taxation

The following discussion describes the material US federal income tax considerations of an investment in the 121/4% Notes, American Depositary
Shares or Ordinary Shares. For purposes of this discussion, a "US Holder" means a beneficial owner of a 121/4% Note, American Depositary Share or Ordinary Share that is, for US federal
income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for US tax purposes, created or
organized in or under the laws of the United States, any State or the District of Columbia, (iii) an estate the income of which is includable in gross income for US federal income tax purposes
regardless of its source, or (iv) a trust the administration over which a US court can exercise primary supervision and for which one or more US persons have the authority to control all
substantial decisions. If a partnership holds 121/4% Notes, American Depositary Shares or Ordinary Shares, the US federal income tax treatment of a partner generally will depend upon
the status of the partner and the activities of the partnership. Partners of partnerships holding 121/4% Notes, American Depositary Shares or Ordinary
Shares should consult their own tax advisors. Except as otherwise provided, the discussion below deals only with US Holders who hold the 121/4% Notes, American Depositary Shares or
Ordinary Shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

This
discussion also does not deal with persons who may be subject to special treatment under the US tax laws (including, without limitation, insurance companies, tax-exempt
organizations, individual retirement accounts and other tax-deferred accounts, financial institutions, broker-dealers, corporations that own (or are deemed to own) 10% or more (by vote and
value) of the stock of Buhrmann NV, persons that will hold a 121/4% Note, American Depositary Share or Ordinary Share through a partnership or other pass-through entity, an
entity (and the beneficial owners thereof) that is a "conduit entity" holding a 121/4% Note, American Depositary Share or Ordinary Share as part of a "conduit financing arrangement"
within the meaning of the Treasury Regulations promulgated under the authority of Section 7701(l) of the Code, persons whose "functional currency" is not the US dollar, individuals who are
subject to Section 877 of the Code and persons that will hold a 121/4% Note, American Depositary Share or Ordinary Share as a position in a "straddle," "hedge," "constructive
sale transaction" or "conversion transaction". This summary also does not discuss tax consequences under state, local or foreign tax laws.

This
summary is based on the Code, Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in effect on the date hereof and all of
which are subject to change, which change may be retroactive and may affect the tax consequences described herein. This discussion is not binding on the IRS or the courts. No ruling has been sought or
will be sought from the IRS with respect to the positions and issues discussed herein, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of
the purchase, ownership or disposition of the 121/4% Notes, American Depositary Shares or Ordinary Shares or that any such position would not be sustained. Investors in
121/4% Notes, American Depositary Shares or Ordinary Shares should consult their own tax advisors with regard to the application of the US federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

121/4% Notes

Payments of interest. A US Holder will be required to report interest on a 121/4% Note as ordinary
interest income for US federal income tax purposes at the time it accrues or is received in accordance with such holder's regular method of tax accounting.

Should
a default occur under the terms of the Indenture and a payment of interest or penalty be required from a foreign guarantor and foreign taxes must be withheld by such guarantor or
paid by the US Holder with respect to such payment of interest or penalty, the foreign guarantor would, with certain exceptions, be liable for the payment of additional amounts so that the US Holder
would
receive the same amounts payable had no such withholding taxes been imposed (additional amounts). If additional amounts are paid due to the imposition of foreign withholding taxes, the US Holder will
be treated as having actually received the amount of foreign taxes withheld by the foreign Guarantor with respect to a 121/4% Note, and as then having paid over such withheld taxes to
the foreign taxing authorities. As a result, the amount of interest income included in gross income for US federal income tax purposes by a US Holder with respect to a payment of interest may be
greater than the amount of cash actually received by the US Holder with respect to such payment. Subject to certain limitations, a US Holder would generally be entitled to a credit against its United
States federal income tax liability, or a deduction in computing its United States federal taxable income, for the foreign withholding taxes withheld by the foreign guarantor and paid over to the
foreign taxing authorities or for any taxes paid directly to the foreign taxing authorities.

Market discount.If a US Holder purchases, subsequent to its original issuance, a 121/4% Note for an amount
that is less than its principal amount, the amount of the difference generally will be treated as "market discount," unless such difference is less than a specified de minimis amount. Under the
market discount rules generally, a US Holder will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, a 121/4% Note as
ordinary income to the extent of the accrued market discount that has not previously been included in income. In addition, a US Holder may be required to defer, until the maturity date of the
121/4% Note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness incurred or continued to purchase or carry
such Note. Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the Note, unless the US Holder elects to accrue under a
constant yield method. A US Holder may elect to include market discount in income currently as it accrues (under either the ratable or constant yield method), in which case, the rule described above
regarding deferral of interest deductions will not apply. This election to include currently, once made, applies to all market discount obligations acquired in or after the first taxable year to which
the election applies and may not be revoked without the consent of the IRS. Other rules may apply if a US Holder has made an election to treat all interest received on the 121/4% Notes
under the constant yield method.

Bond premium.If a US Holder purchases a 121/4% Note for an amount that exceeds the sum of all amounts payable
on the instrument after the purchase date (other than stated interest), the 121/4% Note has "bond premium." A US Holder may elect to amortize such bond premium over the remaining term
of such 121/4% Note (or if it results in a smaller amount of amortizable bond premium, until an earlier call date) using a constant yield method. If bond premium is amortized, the
amount of interest that must be included in the US Holder's income for each period ending on an interest payment date or at the stated maturity, as the case may be, will be reduced by the portion of
premium allocable to such period based on the 121/4% Note's yield to maturity. If such an election to amortize bond premium is not made, a US Holder must include the full amount of each
interest payment in income in accordance with its regular method of accounting and will receive a tax benefit from the premium only in computing such US Holder's gain or loss upon the sale or other disposition or payment of the principal amount of the 121/4% Note. An election to amortize premium will
apply to amortizable bond premium on all obligations, the interest on which is includable in the US Holder's gross income, acquired in or after the first taxable year to which the election applies and
may not be revoked without the consent of the IRS.

Sale, exchange and retirement of 121/4% Notes.Upon the sale, exchange or retirement of a
121/4% Note, a US Holder will recognize gain or loss equal to the difference between the amount realized on such sale, exchange or retirement and the US Holder's adjusted tax basis in
the 121/4% Note. A US Holder's adjusted tax basis in a 121/4% Note will, in general, equal the holder's purchase price for the 121/4% Note increased by
amounts includable in income as market discount (if the US Holder elects to include market discount on a current basis) and reduced by any bond premium amortized by such US Holder. The amount realized
by a US Holder will equal the amount received. Gain or loss recognized by a US Holder on the sale, exchange or retirement of a 121/4% Note will be capital gain or loss (except to the
extent described above under "Market discount" or attributable to accrued but unpaid interest) and generally will be long-term if held more than one year. Generally, for US
Holders who are individuals, long-term gain will be subject to tax at a preferential rate. The distinction between capital gain or loss and ordinary income or loss is also important in
other contexts, for example, for purposes of the limitations on a US Holder's ability to offset capital losses against ordinary income.

Payments by foreign guarantors.Should a default occur and a payment of interest or penalty be required from Buhrmann NV,
Buhrmann International BV or another guarantor that is a Netherlands corporation or from Buhrmann Europcenter NV, no Netherlands (or Belgian in the case of Buhrmann Europcenter NV) withholding tax
would be due on such payment to a US Holder. Withholding tax may be due to a foreign country with respect to any such payment by any other foreign guarantor.

American Depositary Shares and Ordinary Shares

This section is based in part on representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will
be performed in accordance with its terms.

Ownership of American Depositary Shares in General. A beneficial owner of American Depositary Shares will be treated as the beneficial
owner of the Ordinary Shares represented by such American Depositary Shares for US federal income tax purposes.

Dividends on American Depositary Shares or Ordinary Shares.The gross amount of any distribution by Buhrmann NV of cash or
property (other than certain distributions, if any, of Ordinary Shares distributed pro rata to all shareholders of Buhrmann NV) with respect to American Depositary Shares or Ordinary Shares will be
includable in income by a US Holder as dividend income at the time of receipt, which, for a holder of American Depositary Shares, generally will be the date of receipt by the depositary, to the extent
such distributions are made from the current or accumulated earnings and profits of Buhrmann NV as determined under US federal income tax principles. Such a dividend will not be eligible for the
dividends received deduction generally allowed to corporate shareholders. To the extent, if any, that the amount of any distribution by Buhrmann NV exceeds Buhrmann NV's current and accumulated
earnings and profits as determined under US federal income tax principles, it will be treated first as a tax-free return of the US Holder's adjusted tax basis in the American Depositary
Shares or Ordinary Shares and thereafter as capital gain. Notwithstanding the foregoing, Buhrmann NV
does not intend to maintain calculations of earnings and profits as determined under US federal income tax principles.

Includable
distributions paid in Dutch guilders, including any Dutch withholding taxes, will be included in the gross income of a US Holder in a US dollar amount calculated by reference
to the exchange rate in effect on the date of receipt, regardless of whether the Dutch guilders are converted into US dollars at that time. If Dutch guilders are converted into US dollars on the date of
receipt, a US holder generally should not be required to recognize any foreign exchange gain or loss.

Sale or Exchange of American Depositary Shares or Ordinary Shares. A US Holder generally will recognize gain or loss on the sale or
exchange of American Depositary Shares or Ordinary Shares equal to the difference between the amount realized on such sale or exchange and the US Holder's adjusted tax basis in the American Depositary
Shares or Ordinary Shares. Gain or loss recognized by a US Holder on the sale or exchange of an American Depositary Share or Ordinary Share generally will be capital gain or loss and generally will be
long-term if held more than 1 year. Generally, for US Holders who are individuals, long-term gain will be subject to tax at a preferential rate. The distinction between
capital gain or loss and ordinary income or loss is also important in other contexts; for example, for purposes of the limitations on a US Holder's ability to offset capital losses against ordinary
income.

Foreign Tax Credit Considerations.For purposes of the US foreign tax credit limitations, dividends on the American
Depositary Shares or Ordinary Shares will be foreign source income and will generally be "passive income" (or "financial services income" in the hands of certain persons engaged in financial
businesses). In general, for foreign tax credit limitation purposes, gain or loss realized upon sale or exchange of the American Depositary Shares or Ordinary Shares by a US Holder will be US source
income or loss, as the case may be. Subject to certain complex limitations, including holding period requirements, a US Holder will generally be entitled to a credit against its US federal income tax
liability or a deduction in computing its US federal taxable income in respect of any Dutch taxes withheld by Buhrmann NV.

US
Holders should consult their tax advisors as to the consequences of Dutch withholding taxes and the availability of a foreign tax credit or deduction.

Passive Foreign Investment Company Considerations.The Code provides special anti-deferral rules regarding
certain distributions received by United States persons with respect to, and sales and other dispositions, including pledges, of stock of, a "passive foreign investment company" ("PFIC"). A foreign
corporation, such as Buhrmann NV, will be treated as a PFIC for any taxable year if 75% or more of its gross income for the taxable year is passive income or the average percentage of its assets, by
value, that produce or are held for the production of passive income is at least 50%. Buhrmann NV believes that it was not a PFIC for the taxable year ended December 31, 2001 and, furthermore,
expect
to conduct its affairs in such a manner so that it will not meet the criteria to be considered a PFIC in the foreseeable future.

Information reporting requirements and backup withholding tax

A US Holder (other than an "exempt recipient," including a corporation and certain other persons who, when required, demonstrate their exempt status) may be
subject to backup withholding at a rate of 30% (subject to phased-in rate reductions until the rate equals 28% for payments in 2006 and thereafter) on, and to information reporting
requirements with respect to, payments of principal or interest on, and to proceeds from the sale, exchange or retirement of, 121/4% Notes and with respect to dividends on, and to
proceeds from the sale or exchange of, American Depositary Shares or Ordinary Shares. In general, if a non-corporate US Holder subject to information reporting fails to furnish a correct
taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements, backup withholding may apply. The backup withholding tax is not an additional tax and may
be credited against a US Holder's regular US federal income tax liability or refunded by the IRS where applicable.

Netherlands taxation for Non-Resident Holders of Ordinary Shares

The following discussion solely addresses the principal Dutch tax consequences of the acquisition, the ownership and disposition of Ordinary Shares Buhrmann. It
is a general summary that does not apply to certain categories of investors and it does not discuss every aspect of taxation that may be relevant to a particular holder of Ordinary Shares under
special circumstances or who is subject to special treatment under applicable law. This summary also assumes that Buhrmann is organized, and that its business will be conducted, in the manner outlined
in this Annual Report. Any potential investor should consult his own tax adviser for more information about the tax consequences of acquiring, owning and disposing of Ordinary Shares.

Unless
stated otherwise, this summary is based on the tax laws of the Netherlands as they are in force and in effect on the date of this Annual Report. These laws could change and a
change could be effective retroactively. This summary will not be updated to reflect changes in laws.

This
is a general summary and the tax consequences described may not apply to each holder of shares. Any potential investor should consult his own tax advisor for more information about
the tax consequences of acquiring, owning and disposing of Ordinary Shares in particular circumstances.

We
have not addressed every potential tax consequence of an investment in Ordinary Shares under the laws of the Netherlands.

General

The following summary of certain Dutch taxes only applies to a holder of Ordinary Shares who is a Non-Resident Holder of Ordinary Shares.

A
holder of Ordinary Shares is a Non-Resident Holder of Ordinary Shares if:



If
a person holds an interest in Buhrmann, such interest forms part or is deemed to form part of a substantial interest in Buhrmann if any one or more of the following circumstances is
present:



For
purposes of the above, a person who is only entitled to the benefits from shares or profit participating certificates (for instance a holder of a right of usufruct) is deemed to be a
holder of shares or profit participating certificates, as the case may be, and his entitlement to benefits is considered a share or a profit participating certificate, as the case may be.

Taxes on income and capital gains

A Non-Resident Holder of Ordinary Shares will not be subject to any Dutch taxes on income or capital gains in respect of dividends distributed by
Buhrmann (other than the dividend withholding tax described below) or in respect of any gain realized on the disposal of Ordinary Shares, unless:



The
concept "dividends distributed by Buhrmann" as used in this section includes, but is not limited to, the following:



A
Non-Resident Holder of Ordinary Shares may,inter alia, derive benefits from Ordinary Shares that are taxable as benefits
from miscellaneous activities in the Netherlands in the following circumstances:



if
such activities are performed or deemed to be performed in the Netherlands.



Dividend withholding tax

Dividends distributed by Buhrmann to a Non-Resident Holder of Ordinary Shares are generally subject to a withholding tax imposed by the Netherlands at
a rate of 25%. See the sub-section "Taxes on income and capital gains" for a description of the concept "dividends distributed by Buhrmann".

If
a double tax treaty is in effect between the Netherlands and the country of residence of a Non-Resident Holder of Ordinary Shares, such Holder may be eligible for a full
or partial relief from the Dutch dividend withholding tax, provided that such relief is duly claimed. Legislation is in force, but not effective, pursuant to which a credit for Dutch dividend
withholding tax will for Dutch domestic tax purposes only be available to the beneficial owner (uiteindelijk gerechtigde) of dividends distributed by
Buhrmann. A new legislative proposal that deals with the beneficial ownership of dividends has passed the Second Chamber of Parliament on November 15, 2001. The intention is that this new
legislation will take effect retroactively to April 27, 2001. The legislation that is in force, but not effective, will then be abrogated. The Dutch tax authorities have taken the position that
the beneficial ownership test can also be applied to deny relief from Dutch dividend withholding tax under double tax treaties and the Tax Arrangement for the Kingdom.

If
a Non-Resident Holder of Ordinary Shares is resident in the Netherlands Antilles or Aruba or in a member state of the European Union or in a country that has concluded a
double tax treaty with the Netherlands, Buhrmann is not required to withhold Dutch dividend withholding tax from a dividend distributed by Buhrmann to such Holder of Ordinary Shares to the extent that
the temporary special distribution tax, discussed below in the section "Distribution tax", applies to the distribution.

Under
the convention of December 18, 1992, between the Kingdom of the Netherlands and the United States of America for the Avoidance of Double Taxation and the prevention of
Fiscal Evasion with respect to Taxes on Income (the "U.S./NL Income Tax Treaty"), the Dutch dividend withholding tax rate on dividends paid by Buhrmann on Ordinary Shares held by a
Non-Resident Holder of Ordinary Shares who is resident in the United States and who is entitled to the benefits of the U.S./NL Income Tax Treaty will generally be reduced to 15%. The
U.S./NL Income Tax Treaty provides for a complete exemption for dividends received by exempt pension trusts and exempt organizations, as defined therein. Except in the case of exempt organizations,
the reduced dividend withholding tax rate under the U.S./NL Income Tax Treaty may be available at source, upon payment of a dividend in respect of such Ordinary Shares, provided that the holder
thereof or, if applicable, the paying agent, has supplied Buhrmann with the appropriate Dutch tax forms in accordance with the Dutch implementation regulations under the U.S./NL Income Tax Treaty. If
such forms are not duly and timely supplied,
Buhrmann generally will be required to withhold the dividend withholding tax at the Dutch statutory rate of 25%. In such case, a Non-Resident Holder of Ordinary Shares who is resident in
the United States and who is entitled to the benefits of the U.S./NL Income Tax Treaty may obtain a refund of the difference between the amount withheld and the amount that the Netherlands was
entitled to levy in accordance with the U.S./NL Income Tax Treaty by filing the appropriate forms with the Dutch tax authorities within the term set therefor.

Reduction.If Buhrmann has received a profit distribution from a foreign entity, or a repatriation of foreign branch profit,
that is exempt from Dutch corporate income tax and that has been subject to a foreign withholding tax of at least 5%, Buhrmann may be entitled to a reduction of the amount of Dutch dividend
withholding tax withheld that must be paid over to the Dutch tax authorities in respect of dividends distributed by Buhrmann.

Non-Resident
holders of shares are urged to consult their tax advisors regarding the general creditability or deductibility of Dutch dividend withholding tax and, in
particular, the impact to such investors of Buhrmann's potential ability to receive a reduction as meant in the previous paragraph.

Gift and inheritance taxes

A person who acquires Ordinary Shares as a gift (in form or in substance) or who acquires or is deemed to acquire Ordinary Shares on the death of an individual,
will not be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be, unless:



If
the donor or the deceased is an individual who holds Dutch nationality, he will be deemed to be resident in the Netherlands for purposes of Dutch gift and inheritance taxes if he has
been resident in the Netherlands at any time during the ten years preceding the date of the gift or his death. If the donor is an individual who does not hold Dutch nationality, or an entity,he or it
will be deemed to be resident in the Netherlands for purposes of Dutch gift tax if he or it has been resident in the Netherlands at any time during the twelve months preceding the date of the gift.

Furthermore,
in exceptional circumstances, the donor or the deceased will be deemed to be resident in the Netherlands for purposes of Dutch gift and inheritance taxes if the beneficiary
of the gift, or all beneficiaries under the estate jointly, as the case may be, make an election to that effect.

Other taxes and duties

No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty will be payable in the Netherlands in respect of or in connection
with the subscription, issue, placement, allotment or delivery of Ordinary Shares.

Documents on Display

Copies of the annual reports on Form 20-F of Buhrmann N.V. and documents referred to within this Form 20-F are available for
inspection upon request at the Buhrmann Corporate Centre at Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands (tel. +31-20-651 11 11) and the SEC's
public reference room located at 450 Fifth Street, NW, Washington DC, 20549.

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Buhrmann is exposed to financial market risks including adverse changes in interest rates and currency exchange rates and availability of short-term
liquidity. Buhrmann's financial policy is designed to mitigate these risks by restricting the impact of interest and currency movements on its financial position while safeguarding its liquidity.

Several
types of financial instruments are being used to cover financial market risks only. No speculative positions are entered into. These financial instruments are not used for
trading purposes.

The
aim is to achieve a capital structure which enables Buhrmann to achieve its strategic objectives. The degree of flexibility of the capital structure, the financing of working capital
fluctuations and costs of financing are factors taken into consideration.

With
respect to the level of debt financing, Buhrmann focuses on the relationship ('the leverage') between borrowings and total Enterprise Value (market capitalization of shareholders'
equity plus interest-bearing debt) and projected interest cover on a cash basis (operating result before depreciation and amortization/interest on cash basis). The objective is to restrict average leverage over
time to a maximum of 50% and interest coverage to a minimum of 3. In addition, consideration is given to the development of specific capital ratios, of which total debt over operating result before
depreciation and amortization is the most relevant.

Buhrmann
aims to incur debt by currency after hedges in proportion to the forecasted split of operating result before depreciation and amortisation of goodwill over the main currencies
(USD, EUR and GBP). Forward foreign exchange and currency swap contracts are used to adjust the currency profile of the loans issued towards the desired position, in order to achieve the hedging as
per policy. Valuation of these contracts at year-end against the prevailing marketprices then obtained matches the valuation of the underlying financing source.

The
operations of subsidiaries are predominantly financed through debt denominated in local currencies. In general, the remaining translation risk in these subsidiaries is not covered.

The
currency risk on trading transactions (transaction risk) is covered as much as possible to protect the gross margin. This risk is relatively low, as business activities are mainly
conducted locally. Valuation of these contracts at year-end at the prevailing rate matches the valuation of the commercial transaction concerned.

Buhrmann
NV, Buhrmann US, Inc. and Buhrmann Europcenter NV act as the main financing companies and perform most hedging activities. For the securitization program, Buhrmann Silver
SA and Buhrmann US LLC act as financing companies..

Buhrmann's
loans and borrowings as of December 31, 2001 are included in the table below. This table provides information about the cash flows, fair value, weighted average
interest rate, maturity and contract terms of Buhrmann's debt which includes both variable and fixed rate debt. Foreign currencies have been translated at the applicable euro rates at
December 31, 2001.

For
cash, accounts receivable, other short-term assets, accounts payable, accrued liabilities and other short-term liabilities, the carrying value of these
financial instruments approximates their fair value owing to the short-term maturities of these assets and liabilities.

|                         |  | 2002 |  | 2003 |  | 2004 |  | 2005 |  | >2005 |   | TOTAL |  | Fair
Value
|------------------------ |  | ---- |  | ---- |  | ---- |  | ---- |  | ----- | - | ----- |  | ----------
|
|Fixed rate debt:         |  |      |  |      |  |      |  |      |  |       |   |       |  |           
|121/4% Notes             |  | 0    |  | 0    |  | 0    |  | 0    |  | 397   |   | 397   |  | 397       
|Interest rate            |  |     |  |     |  |     |  |     |  | 12.25 | % |      |  |          
|Other                    |  | 0    |  | 0    |  | 0    |  | 0    |  | 4     |   | 4     |  | 4         
|Interest rate            |  |     |  |      |  |      |  |      |  | 4.90  | % |       |  |           
|Total fixed rate debt    |  | 0    |  | 0    |  | 0    |  | 0    |  | 401   |   | 401   |  | 401       
|Variable rate debt:      |  |      |  |      |  |      |  |      |  |       |   |       |  |           
|Commercial Paper         |  | 0    |  | 0    |  | 0    |  | 0    |  | 290   |   | 290   |  |           
|Term Loans A             |  | 32   |  | 196  |  | 245  |  | 316  |  | 0     |   | 789   |  |           
|Term Loans B             |  | 2    |  | 6    |  | 6    |  | 6    |  | 585   |   | 605   |  |           
|Overdrafts + Others      |  | 10   |  | 0    |  | 8    |  | 0    |  | 0     |   | 18    |  |           
|Total variable rate debt |  | 44   |  | 202  |  | 259  |  | 322  |  | 875   |   | 1,702 |  |           
|Total debt               |  | 44   |  | 202  |  | 259  |  | 322  |  | 1,276 |   | 2,103 |  |           

The
fair values of Buhrmann's fixed rate loans have been estimated based on applicable market interest rates available to Buhrmann for instruments of a similar nature and maturity. The
fair value of variable rate debt approximates the carrying value.

Interest rate risks

Buhrmann aims to incur a certain minimum level of fixed rate debt in relation to the interest cover. Interest rate swaps are used to adjust the interest profile
of the loans towards the desired position, in order to achieve the hedging as per policy.

Buhrmann's
interest policy is designed to restrict the impact of fluctuations in interest rates and to keep the interest burden as low as possible. Interest swaps are used to a
significant degree to adjust the fixed interest or floating interest nature of the financing towards the required profile. The interest bearing debt at December 31, 2001, after taking into
account the effect of interest rate swaps, was for approximately 84% fixed. The average blended interest rate was approximately 8.5% (taking into account interest and foreign currency hedges entered
into).

Buhmann's Interest Rate Swap contracts at December 31, 2001

|IRS in EUR; Buhrmann pays fixed and receives 3 month LIBOR | 
|---------------------------------------------------------- | 
|
|
|<1 year                                                    | 
|<2 years                                                   | 
|<3 years                                                   | 
|                                                           | 
|Subtotal A                                                 | 
|                                                           | 
|
|
|
|<1 year                                                    | 
|<2 years                                                   | 
|<3 years                                                   | 
|<4 years                                                   | 
|                                                           | 
|Subtotal B                                                 | 
|Total A+B                                                  | 

In
2002, new Interest Rate Swap contracts have been entered into to replace the contracts that will mature in the next two years.

Currency rate risks

Buhrmann's operations are conducted by entities in many countries and, accordingly, Buhrmann's results of operations are subject to currency translation risk and
currency transaction risk. Currency
instruments are used to hedge against exchange rate risks resulting from business activities and financing arrangements in foreign currencies.

Currency
forward contracts with terms up to one year are used to cover exchange rate risks resulting from business activities. The policy is to cover these risks. Given the volatility of
currency exchange rates, there can be no assurance that Buhrmann will be able to effectively manage its currency transaction risks or that any volatility in currency exchanges rates will not have a
material adverse effect on Buhrmann's financial conditions or results of operations.

Buhrmann
generally attempts to cover a portion of its currency translation risk by financing its operations in subsidiaries through debt denominated in local currencies The remaining
translation risk is not covered. This is based on the assumption that the investments in subsidiaries are long-term investments. However, this risk is monitored and reviewed periodically
and if this risk is deemed to be too high, Buhrmann will consider hedges against this risk wherever possible. The economic currency risk is limited, as operating companies generally operate on local markets with local competitors.

Buhrmann's forward foreign exchange and currency swap contracts at December 31, 2001

|Contract         |  | Maturity |  | Weighted average contractual exchange rate |  | Notional amount |  | Fair value |  
|---------------- |  | -------- |  | ------------------------------------------ |  | --------------- |  | ---------- | -
|
|sell EUR/buy USD |  | <1 year  |  | 0.89                                       |  | 166             |  | 3          |  
|sell GBP/buy EUR |  | <1 year  |  | 0.62                                       |  | 33              |  | (1         | )
|sell USD/buy EUR |  | <1 year  |  | 0.91                                       |  | 185             |  | (5         | )
|sell EUR/buy GBP |  | <1 year  |  | 0.62                                       |  | 55              |  | 1          |  
|Other            |  | <1 year  |  |                                           |  | 46              |  | (1         | )
|Total            |  |          |  |                                            |  | 485             |  | (3         | )

The
estimated market value of the outstanding currency and interest swap contracts indicates how much would be paid or received in exchange for termination of the contracts without
further commitments as per the balance sheet date.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None

ITEM 15 RESERVED

Not applicable

ITEM 16 RESERVED

Not applicable

ITEM 17 FINANCIAL STATEMENTS

Not applicable



ITEM 18 FINANCIAL STATEMENTS

The following Consolidated Financial Statements, together with the report of PricewaterhouseCoopers NV, independent accountants, are filed as part of this annual
report:



|Report of Independent Accountants                                                                                    
|---------------------------------------------------------------------------------------------------------------------
|Consolidated Financial Statements:                                                                                   
|Consolidated Statements of Income for the years ended December 31, 2001, December 31, 2000 and December 31, 1999     
|Consolidated Balance Sheets as of December 31, 2001 and December 31, 2000                                            
|Consolidated Statements of Cash Flows for the years ended December 31, 2001, December 31, 2000 and December 31, 1999 
|Consolidated Statement of Group Equity for the years ended December 31, 2001, December 31, 2000 and December 31, 1999
|Notes to Consolidated Financial Statements                                                                           
|Guarantor information                                                                                                

The
listed financial statements contain the financial position, results of operations and cash flow for the consolidated and combined entities that include the non-guarantor subsidiaries
as well as the issuer and its guarantors. See Note 35 for the financial position, results of operations and cash flows of the issuer and its guarantors.

REPORT OF INDEPENDENT ACCOUNTANTS

To
the Board of Directors and to the Shareholders of Buhrmann NV.

In
our opinion the accompanying Consolidated Balance Sheets and the related Consolidated Statements of Income, of Cash Flows and of Group Equity present fairly, in all material respects,
the financial position of Buhrmann NV as at December 31, 2001 and 2000 and the results of its operations and cash flows for the years ended December 31, 2001, 2000 and 1999 in conformity
with accounting principles generally accepted in the Netherlands. These Consolidated Financial Statements are the responsibility of the Company's management; our responsibility is to express an
opinion on these Consolidated Financial Statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the Netherlands and the
United States of America which require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

Accounting
principles generally accepted in the Netherlands vary in certain significant respects from accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated net income for the years ended December 31, 2001, 2000 and 1999 and the determination of consolidated group
equity at December 31, 2001 and 2000, respectively to the extent summarized in Note 32 to the Consolidated Financial Statements.

PricewaterhouseCoopers
NV
Amsterdam, February 28, 2002



Buhrmann NV
Consolidated Statements of Income
for the years ended December 31, 2001, 2000 and 1999In millions of euro

|                                                                                                                                                                                         |                                                                                               | 2001   |   | 2000   |    | 1999   |     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------ | - | ------ | -- | ------ | ----
|Net sales                                                                                                                                                                                |                                                                                               | 10,408 |   | 9,603  |    | 5,283  |     
|Costs of trade goods sold                                                                                                                                                                |                                                                                               | (7,702 | ) | (7,004 | )  | (3,949 | )   
|Other costs of sales                                                                                                                                                                     |                                                                                               | (310   | ) | (258   | )  | (145   | )   
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     
|                                                                                                                                                                                         |                                                                                               | (8,012 | ) | (7,262 | )  | (4,094 | )   
|Added value                                                                                                                                                                              |                                                                                               | 2,396  |   | 2,341  |    | 1,189  |     
|Labor costs                                                                                                                                                                              |                                                                                               | (1,390 | ) | (1,246 | )  | (657   | )   
|Other operating costs                                                                                                                                                                    |                                                                                               | (489   | ) | (436   | )  | (267   | )   
|Depreciation and amortization                                                                                                                                                            |                                                                                               | (176   | ) | (168   | )  | (65    | )   
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     
|Operating costs                                                                                                                                                                          |                                                                                               | (2,055 | ) | (1,850 | )  | (989   | )   
|Operating result                                                                                                                                                                         |                                                                                               | 341    |   | 491    |    | 200    |     
|Net financing costs                                                                                                                                                                      |                                                                                               | (210   | ) | (221   | )  | (46    | )   
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     
|Income from operations before taxes                                                                                                                                                      |                                                                                               | 131    |   | 270    |    | 154    |     
|Taxes                                                                                                                                                                                    |                                                                                               | (24    | ) | (55    | )  | (31    | )   
|Other financial results                                                                                                                                                                  |                                                                                               | (3     | ) | 5      |    | 12     |     
|Minority interests                                                                                                                                                                       |                                                                                               | (9     | ) | (9     | )  | (1     | )   
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     
|Income from continuing operations before extraordinary items                                                                                                                             |                                                                                               | 95     |   | 211    |    | 134    |     
|Discontinued operations (Note 28):                                                                                                                                                       |                                                                                               |        |   |        |    |        |     
|                                                                                                                                                                                         | Income from discontinued operations (less income tax loss of EUR 1 million in 1999)           |        |  |        |   |        | 3   
|                                                                                                                                                                                         | Result on disposal of discontinued operations (less income tax loss of EUR 6 million in 1999) |        |  |        | (3 | )      | (119
|Extraordinary result from continuing operations (less income tax gain of EUR 26 million in 2001, income tax loss of EUR 7 million in 2000 and income tax gain of EUR 33 million in
1999) |                                                                                               | (40    | ) | 13     |    | 65     |     
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     
|Net income                                                                                                                                                                               |                                                                                               | 55     |   | 221    |    | 83     |     
|                                                                                                                                                                                         |                                                                                               |        |   |        |    |        |     

The
accompanying notes are an integral part of these Consolidated Financial Statements



Buhrmann NV
Consolidated Balance Sheets
as of December 31, 2001 and 2000
(before appropriation of current year profit)In millions of euro

|                                                   |  | December 31,
|-------------------------------------------------- |  | ------------
|
|ASSETS                                             |  |             
|Fixed assets                                       |  |             
|Intangible fixed assets                            |  | 2,684       
|Tangible fixed assets                              |  | 713         
|Financial fixed assets                             |  | 635         
|                                                   |  |             
|                                                   |  | 4,032       
|Current assets                                     |  |             
|Inventories of trade goods                         |  | 756         
|Accounts receivable                                |  | 1,826       
|Other receivables                                  |  | 404         
|                                                   |  |             
|                                                   |  | 2,986       
|Cash and cash equivalents                          |  | 99          
|                                                   |  |             
|Total assets                                       |  | 7,117       
|                                                   |  |             
|GROUP EQUITY AND LIABILITIES                       |  |             
|Group equity                                       |  |             
|Common shares                                      |  | 157         
|Preference Shares                                  |  | 64          
|Additional paid in capital                         |  | 1,993       
|Other reserves                                     |  | 379         
|Undistributed profit                               |  | 41          
|Minority interests                                 |  | 37          
|                                                   |  |             
|                                                   |  | 2,671       
|Commitments and contingencies (see Note 24 and 26) |  |             
|Provisions                                         |  |             
|Pensions                                           |  | 25          
|Deferred taxes                                     |  | 340         
|Other                                              |  | 80          
|                                                   |  |             
|                                                   |  | 445         
|Long-term liabilities                              |  |             
|Subordinated loans                                 |  | 397         
|Other loans                                        |  | 1,662       
|                                                   |  |             
|                                                   |  | 2,059       
|Current liabilities                                |  |             
|Loans                                              |  | 44          
|Bank overdraft                                     |  |            
|Accounts payable                                   |  | 1,340       
|Other liabilities                                  |  | 558         
|                                                   |  |             
|                                                   |  | 1,942       
|                                                   |  |             
|Total group equity and liabilities                 |  | 7,117       
|                                                   |  |             

The
comparative numbers for 2000 have been restated because from 2001 the Consolidated Balance Sheet is prepared before appropriation of profit (see Note 2 under Change in
accounting policy).

The
accompanying notes are an integral part of these Consolidated Financial Statements





Buhrmann NV
Consolidated Statements of Cash Flows
for the years ended December 31 2001, 2000 and 1999In millions of euro

|                                                                |  | 2001 |   | 2000 |   | 1999   |  
|--------------------------------------------------------------- |  | ---- | - | ---- | - | ------ | -
|Cash flow from operating activities                             |  |      |   |      |   |        |  
|Cash flow from operations                                       |  |      |   |      |   |        |  
|Operating result                                                |  | 341  |   | 491  |   | 200    |  
|Adjustments for:                                                |  |      |   |      |   |        |  
|Depreciation and amortization                                   |  | 176  |   | 168  |   | 65     |  
|Addition to/(release of) provisions                             |  | 13   |   | (29  | ) | (12    | )
|(Increase)/decrease in working capital:                         |  |      |   |      |   |        |  
|(Increase)/decrease inventories                                 |  | 85   |   | (106 | ) | (207   | )
|(Increase)/decrease accounts receivable                         |  | 208  |   | (230 | ) | (447   | )
|Increase/(decrease) accounts payable                            |  | (19  | ) | 207  |   | 326    |  
|(Increase)/decrease other receivables and liabilities           |  | (67  | ) | (165 | ) | 192    |  
|                                                                |  |      |   |      |   |        |  
|Net (increase)/decrease in working capital                      |  | 207  |   | (294 | ) | (136   | )
|Net cash flow from operations                                   |  | 737  |   | 336  |   | 117    |  
|Other operational payments                                      |  |      |   |      |   |        |  
|Interest paid                                                   |  | (202 | ) | (211 | ) | (32    | )
|Profit taxes paid                                               |  | (27  | ) | (39  | ) | (10    | )
|Payments charged to provisions                                  |  | (39  | ) | (20  | ) | (23    | )
|                                                                |  |      |   |      |   |        |  
|                                                                |  | (268 | ) | (270 | ) | (65    | )
|                                                                |  |      |   |      |   |        |  
|Net cash provided by operating activities                       |  | 469  |   | 66   |   | 52     |  
|                                                                |  |      |   |      |   |        |  
|Cash flow from investing activities                             |  |      |   |      |   |        |  
|Net investments in tangible fixed assets                        |  | (127 | ) | (122 | ) | (75    | )
|Acquisition of Group companies and participations               |  | (578 | ) | (113 | ) | (1,279 | )
|Payments related to integration of acquired Group companies     |  | (208 | ) | (158 | ) |       |  
|Divestment of Group companies and participations                |  | 147  |   | 76   |   | 165    |  
|                                                                |  |      |   |      |   |        |  
|Net cash used in investing activities                           |  | (766 | ) | (317 | ) | (1,189 | )
|                                                                |  |      |   |      |   |        |  
|Cash flow from financing activities                             |  |      |   |      |   |        |  
|Ordinary Shares issued (see Note 17)                            |  | 665  |   | 172  |   | 295    |  
|Preference Shares issued                                        |  |     |   |     |   | 307    |  
|Dividend payments                                               |  | (60  | ) | (53  | ) | (39    | )
|Surplus pension fund                                            |  |     |   | 31   |   |       |  
|Payment to and repurchase of interests of minority shareholders |  | (2   | ) | (2   | ) |       |  
|Paid financing fees                                             |  | (13  | ) |     |   |       |  
|Drawn long-term debt (see Note 20)                              |  | 407  |   | 222  |   | 2,099  |  
|Repayment of long-term debt (see Note 20)                       |  | (577 | ) | (207 | ) | (1,509 | )
|                                                                |  |      |   |      |   |        |  
|Net cash provided by financing activities                       |  | 420  |   | 163  |   | 1,153  |  
|                                                                |  |      |   |      |   |        |  
|(Decrease)/increase in liquid funds (see Note 27)               |  | 123  |   | (88  | ) | 16     |  
|                                                                |  |      |   |      |   |        |  

The
accompanying notes are an integral part of these Consolidated Financial Statements



Buhrmann NV
Consolidated Statements of Group Equity
for the years ended December 31, 2001, 2000 and 1999In millions of euro, except number of shares (in thousands)

|                                          |  | Number of shares |   |        |   |    |  |     |  |       |   |      |   |      |  
|----------------------------------------- |  | ---------------- | - | ------ | - | -- |  | --- |  | ----- | - | ---- | - | ---- | -
|
|
|December 31, 1998                         |  | 76,364           |   | 53,417 |   |   |  | 145 |  | 586   |   | (373 | ) | 510  |  
|Dividend Ordinary Shares 1998             |  |                 |   |       |   |   |  |    |  |      |   |     |   | (25  | )
|Profit appropriation 1998                 |  |                 |   |       |   |   |  |    |  |      |   | 482  |   | (482 | )
|Option exercised                          |  |                 |   |       |   |   |  |    |  |      |   | 6    |   |     |  
|Issued Ordinary Shares                    |  | 19,048           |   |       |   |   |  | 22  |  | 278   |   | (11  | ) |     |  
|Issued Ordinary Shares for stock dividend |  | 1,222            |   |       |   |   |  | 1   |  | (1    | ) |     |   |     |  
|Issued Preference Shares                  |  |                 |   |       |   | 35 |  | 1   |  | 332   |   | (26  | ) |     |  
|Withdrawal own shares                     |  | (240             | ) | (135   | ) |   |  |    |  |      |   |     |   |     |  
|Consolidation of Group companies          |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Result 1999                               |  |                 |   |       |   |   |  |    |  |      |   |     |   | 83   |  
|Dividend Preference Shares 1999           |  |                 |   |       |   |   |  |    |  |      |   |     |   | (14  | )
|Minority share                            |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Translation differences (net of taxes)    |  |                 |   |       |   |   |  | 2   |  | (1    | ) | (3   | ) |     |  
|                                          |  |                  |   |        |   |    |  |     |  |       |   |      |   |      |  
|December 31, 1999                         |  | 96,394           |   | 53,282 |   | 35 |  | 171 |  | 1,194 |   | 75   |   | 72   |  
|Dividend Ordinary Shares 1999             |  |                 |   |       |   |   |  |    |  |      |   |     |   | (39  | )
|Profit appropriation 1999                 |  |                 |   |       |   |   |  |    |  |      |   | 33   |   | (33  | )
|Option exercised                          |  |                 |   |       |   |   |  |    |  |      |   | 16   |   |     |  
|Issued Ordinary Shares                    |  | 4,100            |   |       |   |   |  | 4   |  | 153   |   | (3   | ) |     |  
|Issued Ordinary Shares for stock dividend |  | 2,050            |   |       |   |   |  | 2   |  |      |   |     |   |     |  
|Acquisition/disposal                      |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Result 2000                               |  |                 |   |       |   |   |  |    |  |      |   |     |   | 221  |  
|Dividend Preference Shares 2000           |  |                 |   |       |   |   |  |    |  |      |   |     |   | (14  | )
|Minority share                            |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Dividend minority share                   |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Translation differences (net of taxes)    |  |                 |   |       |   |   |  |    |  |      |   | 64   |   |     |  
|                                          |  |                  |   |        |   |    |  |     |  |       |   |      |   |      |  
|December 31, 2000                         |  | 102,544          |   | 53,282 |   | 35 |  | 177 |  | 1,347 |   | 185  |   | 207  |  
|Dividend Ordinary Shares 2000             |  |                 |   |       |   |   |  |    |  |      |   |      |   | (46  | )
|Profit appropriation 2000                 |  |                 |   |       |   |   |  |    |  |      |   | 161  |   | (161 | )
|Option exercised                          |  |                 |   |       |   |   |  |    |  |      |   | 1    |   |     |  
|Redenomination face value shares          |  |                 |   |       |   |   |  | 13  |  | (13   | ) |     |   |     |  
|Issued Ordinary Shares                    |  | 27,600           |   |       |   |   |  | 29  |  | 659   |   | (25  | ) |     |  
|Issued Ordinary Shares for stock dividend |  | 1,691            |   |       |   | 2  |  | 2   |  |      |   |     |   |     |  
|Purchase shares                           |  |                 |   |       |   |   |  |    |  |      |   |     |   |      |  
|Result 2001                               |  |                 |   |       |   |   |  |    |  |      |   |     |   | 55   |  
|Dividend Preference Shares 2001           |  |                 |   |       |   |   |  |    |  |      |   |      |   | (14  | )
|Minority share                            |  |                 |   |       |   |   |  |    |  |      |   |     |   |     |  
|Translation differences (net of taxes)    |  |                 |   |       |   |   |  |    |  |      |   | 57   |   |     |  
|                                          |  |                  |   |        |   |    |  |     |  |       |   |      |   |      |  
|December 31, 2001                         |  | 131,835          |   | 53,282 |   | 37 |  | 221 |  | 1,993 |   | 379  |   | 41   |  
|                                          |  |                  |   |        |   |    |  |     |  |       |   |      |   |      |  

The comparative numbers for 2000 and 1999 have been restated because from 2001 the Consolidated Balance Sheet is prepared before appropriation of
profit (see Note 2 under Change in accounting policy).

The
accompanying notes are an integral part of the Consolidated Financial Statements.



BUHRMANN NV        Notes to Consolidated Financial Statements

1.    Business

Buhrmann NV and subsidiaries ("the Company"), headquartered in the Netherlands, is engaged in supplying office products and office furniture, distributing paper
to the graphic industry and to the office market. The company also supplies and maintains pre-press systems, printing presses and folding, cutting and binding machines.

Following
the sale of the packaging activities in 1998, the Company began to concentrate fully on its service and distribution activities. Consequently a US company in the office product
industry, Corporate Express Inc., was acquired with effect from October 28, 1999. The Consolidated Financial Statements for 1999 includes only two months of activities of this major
acquisition, which has an impact on comparability of, among others, Consolidated Statements of Income and Cash Flows.

In
February 2000 agreement was reached on the sale of the Information Systems Division. The Consolidated Statements of Income and Cash Flows for the year 1999 were restated for
the discontinuance of this division. The divestments are further described in Note 28.

In
April 2001, the Company acquired the office supplies division of Samas-Groep NV and in May 2001 substantially all of the assets of the North American office products
business of US Office Products Company (USOP) were acquired. The Samas and USOP acquisitions are included in the Consolidated Financial Statements for 2001 as of the respective date of acquisition,
which has an impact on comparability of, among others, Consolidated Statements of Income and Cash Flows.

The
Company has activities in the Netherlands, USA, United Kingdom, Germany, Italy, France, Australia, Canada, Austria, Belgium, the Czech Republic, Denmark, Greece, Hungary, Ireland,
Luxembourg, Poland, Portugal, Slovakia, Slovenia, South Africa, Spain, Sweden and in several countries in Asia.

2.    Summary of significant accounting policies

Basis of presentation

The accompanying Consolidated Financial Statements are presented in euro and are based on the historical cost convention prepared in accordance with accounting
principles generally accepted in the Netherlands ("Dutch GAAP"). These standards vary in certain material respects from accounting principles generally accepted in the United States ("US GAAP"). See
Note 32 for a summary of material differences between Dutch GAAP and US GAAP as applicable to Buhrmann NV.

These
Consolidated Financial Statements differ in certain respects from the Consolidated Financial Statements and disclosures included in the Buhrmann NV Annual Report 2001 furnished to
Buhrmann's shareholders. Among other things, the parent company balance sheet and income statement and related disclosures are not included in these Consolidated Financial Statements. In addition,
certain reclassifications have been made and additional footnote disclosures have been added in order for these Consolidated Financial Statements to comply with the reporting and disclosure
requirements of the US Securities and Exchange Commission.

Unless
otherwise stated in the following notes, assets and liabilities are shown at face value.

Where
necessary, the assets have been reduced by provisions to reflect permanent diminutions in value.

Change in accounting policy

From 2001, the Consolidated Balance Sheet is prepared before appropriation of profit. This means that the dividend on Ordinary Shares is accounted for on a cash
basis rather than being accrued. The comparative figures for 2000 and 1999 have been adjusted. The effect at December 31, 2000 and 1999 was an increase of shareholders' equity and capital
employed of EUR 61 million and EUR 57 million respectively and a decrease of current liabilities of the same amount.

Use of estimates

The Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the Netherlands and, accordingly, include
amounts that are based on management's best estimate and judgements particularly in the areas of provisions, restructuring costs, deferred taxes and contingent liabilities. Actual results could differ
from these estimates.

Reporting currency

The Company has adopted the use of the euro as its reporting currency from January 1, 1999. The Dutch Guilder (NLG) was previously utilized for financial
reporting purposes. The fixed exchange rate at January 1, 1999 of 1 EUR= NLG 2.20371 was utilized in retroactively restating the Consolidated Financial Statements. The comparative Consolidated
Financial Statements, reported in euro, depict the same trends as would have been presented if the Company had continued to present its Consolidated Financial Statements in the Dutch Guilder.
Additionally, the Consolidated Financial Statements for the periods prior to January 1, 1999 will not be comparable to the Consolidated Financial Statements of other companies that report in
euro and that have restated amounts from a different currency than the one previously used by the Company.

Consolidation policies

The consolidation of Buhrmann includes Buhrmann NV and the companies in which it can exert a controlling influence on the commercial and financial policy (Group
companies). Businesses that are divested are classified historically as discontinued operations. Divested subsidiaries that were part of a continuing business are consolidated in continuing operations
until the moment of divestment.

Group
companies are fully consolidated. Minority interests in equity and results of Group companies are shown separately.

The
assets and liabilities of foreign Group companies are translated at the rates prevailing at the balance sheet date. The resulting translation differences are recorded directly in
shareholders' equity. Translation differences, net of related taxation, arising from long-term loans to Group companies are recorded directly in shareholders' equity. Sales, costs and
results of foreign Group companies are translated at the average rates for the period under review. Resulting differences compared to year-end rates are also recorded directly in
shareholders' equity.

The
results and cash flows of Group companies acquired or disposed of by the Group have been reflected from the date of acquisition or until the date of disposal. This also applies to
the results of participations. When Group companies and participations are acquired, the difference between the acquisition price and the net asset value is recorded as goodwill and is amortized over
the expected economic life with a maximum of forty years. From the date a Group company or participation is divested, the difference between the (estimated) realizable value and the net asset value,
including the book value of capitalized goodwill, is included in income.

Presentation

From 2001, liabilities related to the integration of acquisitions and restructuring are no longer included in working capital. The effect on working capital at
December 31, 2000 was an increase of EUR 99 million.

Foreign currencies

Accounts receivable, cash and deposits and liabilities denominated in foreign currencies are translated at the rates prevailing at the balance sheet date, unless
these are reflected in currency forward contracts. In such cases, valuation occurs using a currency forward rate. The resulting translation differences are included in income. Translation gains on
long-term loans in foreign currencies are deferred until realized.

The
following translation rates against the euro have been used (main currencies only):

|Currency per
1 euro |  | December 31, 2001 |  | Average
2001 |  | December 31, 2000 |  | Average 2000 |  | December 31, 1999 |  | Average 1999
|------------------- |  | ----------------- |  | ------------ |  | ----------------- |  | ------------ |  | ----------------- |  | ------------
|AUD                 |  | 1.7270            |  | 1.7325       |  | 1.6770            |  | 1.5893       |  | 1.5422            |  | 1.6540      
|CAD                 |  | 1.4077            |  | 1.3868       |  | 1.3965            |  | 1.3712       |  | 1.4608            |  | 1.5857      
|GBP                 |  | 0.6080            |  | 0.6218       |  | 0.6241            |  | 0.6094       |  | 0.6217            |  | 0.6592      
|USD                 |  | 0.8813            |  | 0.8955       |  | 0.9305            |  | 0.9240       |  | 1.0046            |  | 1.0668      

Policies for the Consolidated Statement of Income

Net sales

Net sales represent the invoiced value of deliveries and services to third parties, less discounts, commissions to agents and sales tax.

The
Company has five divisions, Office Products North America, Office Products Europe, Office Products Australia, Paper Merchanting and Graphic Systems. For reporting purposes, the
Office Products Europe and Australia Division are combined.

The
Office Products divisions sell office and computer products as well as service contracts related to these products. The sales of office and computer products are recognized at the
point of delivery as there are no future performance obligations for these items.

The
sales in the Paper Merchanting Division comprise of paper to printers, publishers and the office market. The sales of these products are recognized at the point of delivery to the
customer in accordance with the shipping terms.

The
Graphic Systems Division sells machines, material and the related services to printers. All sales are recognized at the date of shipping as the sales terms between the Company and
the customer are that the risk of ownership passes at the shipping point.

Costs of trade goods sold

This includes the purchase price, duties, insurance and transportation costs less catalogue income.

Other costs of sales

Other costs of sales includes cost of work subcontracted out and delivery costs.

Advertising costs

Advertising costs are expensed as incurred.

Research and development

This mainly relates to eCommerce. Costs of development are capitalized and included in tangible fixed assets. Costs of research are expensed as incurred and
included in labor and other operating costs. Costs of research are insignificant.

Environmental expenditures

Environmental expenditures that relate to current operations are expensed as incurred.

Other financial results

These include:



Taxation

The amount of tax included in the Consolidated Statements of Income is based on pre-tax reported income and calculated at current local tax rates,
taking into account timing differences and the
likelihood of realization of deferred tax assets and liabilities, in connection with which valuation allowances are recorded.

Deferred
tax assets and liabilities are provided for temporary differences in the valuation of assets and liabilities for reporting and fiscal purposes and for loss carryforwards.
Deferred taxes are stated at nominal value and are determined using the local tax rates prevailing on the balance sheet date. Within tax groups, where the exercise periods permit, deferred tax assets
and liabilities are netted. Resulting deferred tax assets are included in the Balance Sheet under 'Financial fixed assets', insofar as realization is more likely than not. The realizability is
dependent upon the generation of future taxable income. Resulting deferred tax liabilities are included under 'Provisions'.

No
withholding taxes are provided for the undistributed earnings of foreign subsidiaries to the extent that they are considered to be permanently reinvested.

Extraordinary income and expense

Profits and losses that are of a non-recurring nature and/or are not directly related to normal business operations are treated as extraordinary. This
includes reorganization expenses of Buhrmann's existing operations, integration expenses of acquired companies that do not qualify as goodwill and result on divestment of companies.

Policies for the Consolidated Balance Sheet

Intangible fixed assets

As of January 1, 1997 goodwill is recorded under this item. The period of amortization depends on the expected economic life of goodwill with a maximum of
forty years. At least annually a goodwill impairment test is performed to determine if a write-off for permanent diminution in value needs to be recorded. Under the impairment test, the fair value is calculated based on discounted future cash flows, which is compared to the bookvalue, including goodwill.

Prior
to January 1, 1997 goodwill was written off directly to Group equity.

Tangible fixed assets

Tangible fixed assets are valued at purchase price less the relevant linear depreciation over its expected average life.

The
depreciation rates are as follows:

Land

No depreciationBuildings

3 - 7
%Plant and equipment

5 - 10
%E-commerce software

20 - 33
%Other fixed equipment

10 - 33
%


The
Company periodically evaluates the carrying value of tangible fixed assets to be held and used when events and circumstances warrant such a review. The carrying value of a tangible
fixed asset is considered impaired when the anticipated discounted cash flows from such an asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the
carrying value exceeds the discounted cash flow value of the tangible fixed asset. The cash flows are for this purpose discounted at a rate commensurate with the risk involved. Repairs and maintenance
costs are expensed as incurred.

Financial fixed assets

This item includes:



Financial instruments

Carrying amounts of the Company's cash and cash equivalents, participations, accounts receivable, accounts payable, other receivables, other liabilities and
bankoverdrafts approximate fair value due to their short term maturities. Information about the fair value of the Company's long-term loans is included in Note 20.

Gains
and losses on derivative financial instruments, including forward foreign exchange, currency and interest swaps, that meet the criteria for hedge accounting, including those on
terminated contracts, are deferred and included in income in the same period that the hedged transaction is realized. Realized gains and losses and unrealized losses on derivative financial
instruments not meeting the criteria for hedge accounting treatment are included in income. Any differences between amounts paid or received on interest rate swap agreements are recognized as
adjustments to interest expense over the life of each swap, thereby adjusting the interest rate on the hedged obligation. In the event that the hedged transaction terminates, the deferred gains or losses on the associated derivative will be
recorded in the Consolidated Statement of Income. Information about the estimated fair value of the Company's derivative financial instruments is included in Note 20. The estimated fair value
of derivative financial instruments is determined using quoted market prices, or market pricing models.

Inventories

Inventories of trade goods are valued at landed cost, which does not include overhead, or lower market value. A provision for obsolescence is recorded if deemed
necessary.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less to be cash and cash equivalents.

Accounts receivable

Accounts receivable are stated net of an allowance for doubtful receivables.

Minority interests

Minority interests in Group companies are included at net asset value or at face value if the interest can be acquired at that value.

Provisions

The pension provision relates primarily to non-reinsured pension entitlements, including past-service premiums due in the future and
commitments to former employees, all accrued at actuarial value.

The
provision for deferred taxes is stated at face value of the estimated net liability (see Taxation).

Other
provisions include integration and reorganization accruals following acquisitions, divestments and restructuring of the business.

Policies for the Consolidated Statement of Cash Flows

The Consolidated Statement of Cash Flow is derived from the Consolidated Statement of Income and the other changes between the opening and closing balance sheets
(the indirect method). The cash flows in foreign currencies have been calculated against average exchange rates. The changes in provisions include movements in provisions for accounts receivable and
inventories.

The
net cash flow is recorded net of the effects of acquisitions and divestments on liquid funds or short-term debt to credit institutions.



3.    Significant Acquisitions and Divestments

Acquisitions

During 2001, 2000 and 1999 the Company acquired several companies that have been included in the Consolidated Financial Statements. All the significant
acquisitions were accounted for as purchases with the results of operations of the acquired companies included in the Consolidated Statement of Income from the date of acquisition. On and after
January 1, 1997, goodwill is no longer written off directly to Group equity but is capitalized and amortized over a straight-line basis with a maximum of forty years.

In
October 1999, the Company acquired Corporate Express, a leading global supplier of office and computer supplies, office furniture, imaging and computer graphic supplies and
computer desktop software to large corporations. The acquisition was accounted for using the purchase method of accounting. Accordingly, the cost of the acquisition was allocated to identifiable
assets and liabilities based on management's best estimates. Corporate Express has revised their accounting policies to conform to the accounting policies of the Company. The aggregate consideration
that the Company paid for all of the outstanding capital stock of Corporate Express was approximately EUR 2.3 billion including assumed debt of approximately EUR 1.2 billion. In
October 2000 the Company finalized the process of determining the goodwill. The total amount of goodwill paid for this acquisition was EUR 1,771 million.

During
1999 the Company made a number of smaller acquisitions, mainly in the Paper Merchanting Division, including the British companies M6 Paper Group, Trade Paper and the Dutch
envelope distributor Velpa in 1999, for a total amount of EUR 45 million. The purchase of these companies resulted in recognition of goodwill of EUR 31 million in 1999 which is amortized
over forty years.

In
May 2000 the Company acquired ANFA, a French distributor of office products for an amount of EUR 46 million. In addition, the Company made a number of smaller
acquisitions in 2000, mainly in the Paper Merchanting Division such as Christian Christensen & Co (Denmark), Union Papelera (Spain) and Williaam Cox (United Kingdom). The total amount paid for
all acquisitions, other than
ANFA was EUR 67 million. The total amount of goodwill paid for the acquisitions in 2000 was EUR 101 million which is amortized over forty years.

In
April 2001, the office supplies division of Samas-Groep NV was acquired for a debt-free price of EUR 321 million in cash. All of the operations of the Samas
office supplies division in the Netherlands, Belgium, Luxembourg, Germany, the United Kingdom and Ireland were transferred to Buhrmann. More than 90 percent of the sales of this division were
generated in the Netherlands and the United Kingdom. The Company is in the process of finalizing the determination of goodwill on this acquisition. Preliminary goodwill amounts to EUR 287 million which is amortized over forty years and determined as follows (in millions of euro):

Purchase price

321Less cash acquired

(13
)Transaction costs

7Total purchase price

315Less historical combined net assets, excluding existing goodwill & cash

(50
)Excess of total purchase price over historical net assets

265Integration provisions

7Fair value adjustments to the historical combined net assets

15Goodwill

287Historical combined net assets:Net Equity

63Net Goodwill

Cash

(13
)Net

50


In
May 2001, Corporate Express, Inc. acquired from US Office Products Company (USOP) the assets of its North American office products business. USOP offered a full range of
office products, including traditional office products, office furniture, computer supplies and accessories, business forms and software. The purchase price for the USOP business was USD
172 million (EUR 193 million) in cash.. The Company is in the process of finalizing the determination of goodwill on this acquisition. Preliminary goodwill amounts to USD
138 million (EUR 156 million) which is amortized over forty years and determined as follows (in millions of US dollars):

Purchase price

172Less cash acquired

Transaction costs

15Total purchase price

187Less historical combined net assets, excluding existing goodwill & cash

(149
)Excess of total purchase price over historical net assets

38Integration provisions

88Fair value adjustments to the historical combined net assets

12Goodwill

138Historical combined net assets:Net Equity

149Net Goodwill

Cash

Net

149


In
addition, we made a number of smaller acquisitions in 2001 such as Udesen Grafisk Fagcenter (Denmark) and Papernet Scandinavia. The amount paid for all acquisitions in 2001 was
EUR 535 million and resulted in EUR 457 million of goodwill.

Divestments

By June 1998 the sale of the Packaging Sector was completed followed by the sale of Graphic Systems Asia Division in October 1998. In
May 2000 the sale of the Information Systems Division was completed. For details see Note 28.

A
precondition for approval of the European Commission of the acquisition of the Samas office supplies division was the sale of the office products division of Buhrmann's subsidiary
Corporate Express Nederland BV. This sale was effected in November 2001 at a debt-free price of EUR 22 million in cash.

In
June 2001, Buhrmann sold its Italian ict-reseller, NPO Sistemi S.p.A. based in Milan, to the company's management at a debt-free price of EUR 30
million in cash. This transaction resulted in a loss of EUR 3 million.

Pro-forma summary

The following unaudited pro forma summary presents the consolidated results of operations of the Group as if the Samas and USOP acquisitions had occurred at
January 1 of the respective years and includes the consequences of financing. The expenses relating to the integration of the office supplies divisions of USOP and Samas of EUR 41
million that were recorded in 2001 as extraordinary expenses have also been included in the pro forma results for 2000 as extraordinary expenses, for each acquisition separately. Synergy benefits are
not included. This pro forma summary does not necessarily reflect the results of operations as they would have been if the acquisition had been completed as of the beginning of the periods and is not
necessarily indicative of future results (in millions of euro).

Samas

2001

2000Net sales

10,516

9,972Net income from continuing operations before extraordinary items

99

217Discontinued operations



(3
)Extraordinary result from continuing operations

(40
)
(3
)Net income

59

211


USOP

2001

2000Net sales

10,890

10,804Net income from continuing operations before extraordinary items

94

211Discontinued operations



(3
)Extraordinary result from continuing operations

(40
)
(1
)Net income

54

207




NOTES TO THE CONSOLIDATED STATEMENTS OF INCOMEin millions of euro, unless stated otherwise

|                                                        |  | 2001   |   | 2000   |   | 1999   |  
|------------------------------------------------------- |  | ------ | - | ------ | - | ------ | -
|4. Labor costs                                          |  |        |   |        |   |        |  
|Wages and salaries                                      |  | (1,181 | ) | (1,064 | ) | (556   | )
|Social security contributions                           |  | (182   | ) | (162   | ) | (84    | )
|Pension schemes                                         |  | (27    | ) | (20    | ) | (17    | )
|                                                        |  |        |   |        |   |        |  
|Total                                                   |  | (1,390 | ) | (1,246 | ) | (657   | )
|                                                        |  |        |   |        |   |        |  
|Average number of employees                             |  | 27,443 |   | 25,782 |   | 15,039 |  
|Number of employees per division at year end            |  |        |   |        |   |        |  
|Office Products North America                           |  | 14,240 |   | 13,262 |   | 13,792 |  
|Office Products Europe and Australia                    |  | 6,228  |   | 6,100  |   | 5,727  |  
|Paper Merchanting                                       |  | 5,519  |   | 5,666  |   | 4,937  |  
|Graphic Systems                                         |  | 1,176  |   | 1,198  |   | 1,122  |  
|Holdings                                                |  | 72     |   | 70     |   | 61     |  
|                                                        |  |        |   |        |   |        |  
|Total                                                   |  | 27,235 |   | 26,296 |   | 25,639 |  
|                                                        |  |        |   |        |   |        |  
|Number of employees per geographical region at year end |  |        |   |        |   |        |  
|United States                                           |  | 13,496 |   | 12,412 |   | 12,978 |  
|United Kingdom                                          |  | 2,458  |   | 2,294  |   | 2,146  |  
|The Netherlands                                         |  | 2,490  |   | 2,560  |   | 3,106  |  
|Rest of the World                                       |  | 8,791  |   | 9,030  |   | 7,409  |  
|                                                        |  |        |   |        |   |        |  
|Total                                                   |  | 27,235 |   | 26,296 |   | 25,639 |  
|                                                        |  |        |   |        |   |        |  
|5. Other operating costs                                |  |        |   |        |   |        |  
|Rent and maintenance costs                              |  | (144   | ) | (134   | ) | (66    | )
|General management costs                                |  | (221   | ) | (188   | ) | (106   | )
|Other operating costs                                   |  | (127   | ) | (120   | ) | (98    | )
|Other operating income                                  |  | 3      |   | 6      |   | 3      |  
|                                                        |  |        |   |        |   |        |  
|Total                                                   |  | (489   | ) | (436   | ) | (267   | )
|                                                        |  |        |   |        |   |        |  

Advertising
costs (net) during the years ended December 31, 2001, 2000 and 1999 were EUR 18 million, EUR 20 million and EUR 27 million respectively.

6. Net financing costs

|                                            |  | 2001 |   | 2000 |   | 1999 |  
|------------------------------------------- |  | ---- | - | ---- | - | ---- | -
|Interest charges                            |  | (194 | ) | (207 | ) | (46  | )
|Interest income                             |  |     |   |     |   | 1    |  
|Amortization of capitalized financing costs |  | (16  | ) | (14  | ) | (2   | )
|Translation differences                     |  |     |   |     |   | 1    |  
|                                            |  |      |   |      |   |      |  
|Total                                       |  | (210 | ) | (221 | ) | (46  | )
|                                            |  |      |   |      |   |      |  



7.    Other financial results

Other financial results in 2001 comprise the result of the office products division of Corporate Express Nederland BV from April to when it was sold in October.
In 2000 and 1999 this item related in particular to the dividend from Sappi Limited in which Buhrmann had an interest until it was sold in February 2001.

8.    Income taxes

|Income from continuing operations before amortization
of goodwill and taxes: |  | 2001 |   | 2000 |   | 1999 |  
|---------------------------------------------------------------------------- |  | ---- | - | ---- | - | ---- | -
|Ordinary activities                                                          |  | 198  |   | 321  |   | 175  |  
|Extraordinary items                                                          |  | (66  | ) | 20   |   | 32   |  
|                                                                             |  |      |   |      |   |      |  
|Total                                                                        |  | 132  |   | 341  |   | 207  |  
|                                                                             |  |      |   |      |   |      |  
|Netherlands                                                                  |  | 120  |   | 86   |   | (20  | )
|Foreign                                                                      |  | 12   |   | 255  |   | 227  |  
|                                                                             |  |      |   |      |   |      |  
|Total                                                                        |  | 132  |   | 341  |   | 207  |  
|                                                                             |  |      |   |      |   |      |  
|Income taxes on:                                                             |  |      |   |      |   |      |  
|Income from ordinary activities                                              |  | (24  | ) | (55  | ) | (31  | )
|Income from extraordinary items                                              |  | 26   |   | (7   | ) | 33   |  
|                                                                             |  |      |   |      |   |      |  
|Total income taxes                                                           |  | 2    |   | (62  | ) | 2    |  
|                                                                             |  |      |   |      |   |      |  
|Netherlands                                                                  |  | (32  | ) | (15  | ) | (2   | )
|Foreign                                                                      |  | 34   |   | (47  | ) | 4    |  
|                                                                             |  |      |   |      |   |      |  
|Total income taxes                                                           |  | 2    |   | (62  | ) | 2    |  
|                                                                             |  |      |   |      |   |      |  
|Current                                                                      |  | (17  | ) | (37  | ) |     |  
|Deferred                                                                     |  | 19   |   | (25  | ) | 2    |  
|                                                                             |  |      |   |      |   |      |  
|Total income taxes                                                           |  | 2    |   | (62  | ) | 2    |  
|                                                                             |  |      |   |      |   |      |  

There
were no benefits recognized from operating loss carry-forwards in 2001.

The
statutory tax rate in the Netherlands was 35%. A reconciliation from the statutory tax rate to Buhrmann's effective tax rate is as follows:

|                                                                        |  | 2001 |    | 2000  |    | 1999 |   
|----------------------------------------------------------------------- |  | ---- | -- | ----- | -- | ---- | --
|Statutory tax rate                                                      |  | 35.0 | %  | 35.0  | %  | 35.0 | % 
|Tax rate differential                                                   |  | (8.8 | %) | (1.8  | %) | (6.4 | %)
|                                                                        |  |      |    |       |    |      |   
|Weighted average statutory tax rate                                     |  | 26.2 | %  | 33.2  | %  | 28.6 | % 
|Changes in deferred tax assets and allowances                           |  | (6.6 | %) | (10.9 | %) | (0.8 | %)
|Other (including exempt income, non-deductible expenses and incentives) |  | (7.8 | %) | (5.4  | %) | (7.8 | %)
|                                                                        |  |      |    |       |    |      |   
|Effective tax rate                                                      |  | 11.8 | %  | 16.9  | %  | 20.0 | % 
|                                                                        |  |      |    |       |    |      |   



9.    Extraordinary result from continuing operations

|                                |  | 2001 |   | 2000 |   | 1999 |  
|------------------------------- |  | ---- | - | ---- | - | ---- | -
|Extraordinary income            |  | 20   |   | 31   |   | 78   |  
|Extraordinary expense           |  | (86  | ) | (11  | ) | (46  | )
|                                |  |      |   |      |   |      |  
|Extraordinary result before tax |  | (66  | ) | 20   |   | 32   |  
|Taxes                           |  | 26   |   | (7   | ) | 33   |  
|                                |  |      |   |      |   |      |  
|Extraordinary result net        |  | (40  | ) | 13   |   | 65   |  
|                                |  |      |   |      |   |      |  

Extraordinary
income in 1999 related to the book profit on the sale of 71% of Buhrmann's stake in Sappi Limited, after deduction of costs associated with the premature termination of
hedging contracts. Extraordinary expenses mainly relate to the writing-off of the business re-engineering systems in the United States as a result of opting for Corporate
Express' software systems.

Extraordinary
income in 2000 of EUR 31 million related to a repayment from the Buhrmann pension fund in the Netherlands. Extraordinary expense in 2000 was the result of
divestments of non-core activities.

In
2001, Buhrmann sold its remaining interest in Sappi Limited. After the settlement of hedging and other transaction costs, this resulted in a positive cash flow of
EUR 75 million and extraordinary income of EUR 20 million. The extraordinary expense in 2001 of EUR 86 million consists of expenses relating to cost reduction
measures, including a reduction in the workforce, of EUR 45 million and EUR 41 million for expenses relating to the integration of the office supplies divisions of USOP and
Samas that did not qualify as goodwill and for certain expenses relating to the sale of Corporate Express Nederland BV.

10. Remuneration and loans Members of the Executive Board and Supervisory Board

Remuneration of Members of the Executive Board (in thousands of euro):

Salary

Bonus

Pension charges2001

2000

2001

2000

2001

2000F.H.J. Koffrie

545

499

0

299

171

133G. Dean

408

386

0

193

265

231R.L. King*

699

520

0

391

6

6F.F. Waller

295

272

0

136

103

85Total

1,947

1,677

0

1,019

545

455


---

The
remuneration reported relates to the period of membership of the Executive Board.

The
bonuses for the Executive Board are performance related and determined by the Supervisory Board. In addition, US based executives, including the relevant Executive Board member,
participate in a long-term incentive scheme designed specifically for the Office Products North America Division.

Starting
2001, the bonuses are disclosed on an accrual rather than on a cash basis, in order to show the relationship with Buhrmann's result for the year. The comparative numbers for
2000 have been adjusted.

For
2001, no bonuses were granted to Members of the Executive Board

Loans
totaling EUR 79 thousand (2000: EUR 692 thousand) were extended to Members of the Executive Board at the end of 2001. These loans bear interest at a rate of 4 to
5.25% per annum.

Remuneration of Members of the Supervisory Board:

Remuneration of Members of the Supervisory Board amounted to EUR 271 thousand (2000: EUR 204 thousand). The remuneration of Members of the
Supervisory Board is not dependent upon Buhrmann's result.

11. Earnings per share

Basic earnings per share are computed by dividing result after deduction of dividend on Preference Shares by the weighted average number of Ordinary Shares
outstanding for the periods under review. Dividends paid to holders of Preference Shares A and C of EUR 34 million, EUR 33 million and EUR 17 million in 2001, 2000 and 1999
respectively, were deducted for the years presented. Fully diluted earnings per share assume that any dilutive convertible securities were converted at the beginning of each year and all options
outstanding at the end of the year were exercised, insofar as the average marketprice was higher than the average exercise price during the financial year of all outstanding options combined.

The
computation of basic and fully diluted earnings per Ordinary Share is as follows (in millions of euro, except per share data):

|                                                                                                                                                                       |  | 2001    |   | 2000    |   | 1999   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | - | ------- | - | ------ | -
|Computation basic earnings per share                                                                                                                                   |  |         |   |         |   |        |  
|Net income                                                                                                                                                             |  | 55      |   | 221     |   | 83     |  
|Less dividends on Preference Shares A and C                                                                                                                            |  | (34     | ) | (33     | ) | (17    | )
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Net income available to holders of Ordinary Shares                                                                                                                     |  | 21      |   | 188     |   | 66     |  
|Discontinued operations                                                                                                                                                |  |        |   | 3       |   | 116    |  
|Extraordinary result from continuing operations                                                                                                                        |  | 40      |   | (13     | ) | (65    | )
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items after deduction of dividend on Preference Shares                                                          |  | 61      |   | 178     |   | 117    |  
|Amortization of goodwill                                                                                                                                               |  | 67      |   | 55      |   | 10     |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items and amortization of goodwill and after deduction of dividend on Preference Shares                         |  | 128     |   | 233     |   | 127    |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Weighted average number of Ordinary Shares outstanding (thousands)                                                                                                     |  | 123,760 |   | 98,790  |   | 77,514 |  
|Basic earnings per share                                                                                                                                               |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items and amortization of goodwill                                                                              |  | 1.03    |   | 2.35    |   | 1.64   |  
|Income from continuing operations before extraordinary items                                                                                                           |  | 0.49    |   | 1.80    |   | 1.51   |  
|Net income                                                                                                                                                             |  | 0.17    |   | 1.90    |   | 0.84   |  
|Computation fully diluted earnings per share                                                                                                                           |  |         |   |         |   |        |  
|Net income available to holders of Ordinary Shares                                                                                                                     |  | 21      |   | 188     |   | 66     |  
|Add dividend on Preference Shares C                                                                                                                                    |  | 20      |   | 19      |   | 3      |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Net income after deduction of dividend on Preference Shares after assuming dilution                                                                                    |  | 41      |   | 207     |   | 69     |  
|Discontinued operations                                                                                                                                                |  |        |   | 3       |   | 116    |  
|Extraordinary result from continuing operations                                                                                                                        |  | 40      |   | (13     | ) | (65    | )
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items and after deduction of dividend on Preference Shares after assuming dilution                              |  | 81      |   | 197     |   | 120    |  
|Amortization of goodwill                                                                                                                                               |  | 67      |   | 55      |   | 10     |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items and amortization of goodwill and after deduction of dividend on Preference Shares after assuming dilution |  | 148     |   | 252     |   | 130    |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Computation weighted average number of Ordinary Shares outstanding on fully diluted basis (in thousands):                                                              |  |         |   |         |   |        |  
|Weighted average number of Ordinary Shares outstanding                                                                                                                 |  | 123,760 |   | 98,790  |   | 77,514 |  
|Conversion of Preference Shares C                                                                                                                                      |  | 21,893  |   | 20,403  |   | 3,169  |  
|Exercise of option rights                                                                                                                                              |  | 0       |   | 424     |   | 133    |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|                                                                                                                                                                       |  | 145,653 |   | 119,617 |   | 80,816 |  
|                                                                                                                                                                       |  |         |   |         |   |        |  
|Fully diluted earnings per share                                                                                                                                       |  |         |   |         |   |        |  
|Income from continuing operations before extraordinary items and amortization of goodwill                                                                              |  | 1.02    |   | 2.10    |   | 1.55   |  
|Income from continuing operations before extraordinary items *                                                                                                         |  | 0.49    |   | 1.64    |   | 1.43   |  
|Net income *                                                                                                                                                           |  | 0.17    |   | 1.72    |   | 0.82   |  

---



Income
from continuing operations before extraordinary items and amortization of goodwill is stated because management believes it is a useful indicator of performance of
the Company. Income from continuing operations before extraordinary items and amortization of goodwill should not be considered as a substitute for operating income, net income, cash flow or other
statements of operations or cash
flow computed in accordance with Dutch GAAP or as a measure of the Company's result of operations or liquidity.

Notes to the Consolidated Balance Sheet

in millions of euro, unless stated otherwise

12. Intangible fixed assets

This consists of goodwill.

The
movements are as follows:

2001

2000

1999Book value at beginning of year

2,195

1,883

107Acquisition/disposal

457

252

1,687Amortization

(67
)
(55
)
(11
)Translation differences

99

115

100Book value at end of year

2,684

2,195

1,883


Acquisition/disposal
in 2001 includes the goodwill relating to the acquisition of the office supplies divisions of Samas (EUR 287 million) and US Office Products
(EUR 156 million), see Note 3.

The
goodwill paid for companies acquired is (generally) amortized over a period of 40 years. The assessment of the economic life is based on the consideration that a permanent
advantage is being realized. This is based on the following characteristics of the business:



Comparable
companies are using a similar approach to goodwill amortization.

13. Tangible fixed assets

The movements in tangible fixed assets are as follows:

|                             |  | Total |   | land and
buildings |   | Plant and
machinery |   | Other fixed
assets |   | Fixed assets
In process
|---------------------------- |  | ----- | - | ------------------ | - | ------------------- | - | ------------------ | - | -----------------------
|Book value December 31, 2000 |  | 628   |   | 280                |   | 128                 |   | 183                |   | 37                     
|Net investments              |  | 127   |   | 30                 |   |                    |   | 55                 |   | 42                     
|Depreciation                 |  | (109  | ) | (13                | ) | (30                 | ) | (66                | ) |                       
|Acquisition/disposal         |  | 45    |   | (9                 | ) | 40                  |   | 14                 |   |                       
|Translation differences      |  | 22    |   | 8                  |   | 4                   |   | 8                  |   | 2                      
|                             |  |       |   |                    |   |                     |   |                    |   |                        
|Book value December 31, 2001 |  | 713   |   | 296                |   | 142                 |   | 194                |   | 81                     
|Cumulative depreciation      |  | 654   |   | 141                |   | 201                 |   | 312                |   |                       
|                             |  |       |   |                    |   |                     |   |                    |   |                        
|Purchase cost                |  | 1,367 |   | 437                |   | 343                 |   | 506                |   | 81                     
|                             |  |       |   |                    |   |                     |   |                    |   |                        

In
2001, depreciation cost was reduced in connection with a reassessment of the useful lives of some tangible fixed assets. This includes a non-recurring reduction of EUR
5 million.

Depreciation
cost in 2000 was EUR 113 million and in 1999 EUR 56 million.

14. Financial fixed assets

The movements in financial fixed assets are as follows:

|                                   |  | Total |   | Participations |   | Receivables
from
participations |   | Other
receivables |   | Capitalized
Financing
costs |   | Deferred
taxes |  
|---------------------------------- |  | ----- | - | -------------- | - | ------------------------------- | - | ----------------- | - | --------------------------- | - | -------------- | -
|Book value December 31, 2000       |  | 487   |   | 63             |   | 13                              |   | 100               |   | 98                          |   | 213            |  
|Result from participations         |  | (3    | ) | (3             | ) |                                |   |                  |   |                            |   |               |  
|Acquisition/disposal               |  | (4    | ) | 3              |   | (7                              | ) |                  |   |                            |   |               |  
|Investments/capitalized costs      |  | 16    |   |               |   |                                |   |                  |   | 16                          |   |               |  
|Divestments                        |  | (68   | ) | (48            | ) | (4                              | ) | (16               | ) |                            |   |               |  
|Transfers deferred tax liabilities |  | 43    |   |               |   |                                |   |                  |   |                            |   | 43             |  
|Tax receipt                        |  | (4    | ) |               |   |                                |   |                  |   |                            |   | (4             | )
|Amortization of financing charges  |  | (16   | ) |               |   |                                |   |                  |   | (16                         | ) |               |  
|Addition in benefit of result      |  | 58    |   |               |   |                                |   | 12                |   |                            |   | 46             |  
|Tax credited to goodwill           |  | 105   |   |               |   |                                |   |                  |   |                            |   | 105            |  
|Translation differences            |  | 21    |   |               |   |                                |   | 1                 |   | 5                           |   | 15             |  
|                                   |  |       |   |                |   |                                 |   |                   |   |                             |   |                |  
|Book value December 31, 2001       |  | 635   |   | 15             |   | 2                               |   | 97                |   | 103                         |   | 418            |  
|                                   |  |       |   |                |   |                                 |   |                   |   |                             |   |                |  

Participations
at December 31, 2000 included Buhrmann's remaining interest in Sappi Limited of 13.1 million shares. This interest was valued (EUR 48 million) at
average market price in the period of acquisition less a provision for permanent diminution in value and hedging costs. The market value net of realized and unrealized hedging costs amounted to EUR
68 million at December 31, 2000. This interest in Sappi Limited was sold in February 2001 which resulted in a positive cash flow of EUR 75 million and extraordinary income
of EUR 20 million, after the settlement of hedging and other transaction costs.

Deferred
tax assets are detailed in Note 19 hereafter.

Other
receivables include loan notes which were received as part of the consideration of the sale by Buhrmann of its Information Systems Division in May 2000. These loan notes are
free of interest in the first two years and are stated at their discounted realizable value. The discount is spread proportionally over the respective period, in benefit of net financing costs. These
loan notes are redeemable in 2004 with an option for the borrower to partly redeem early in 2002.

During
2001, EUR 16 million financing fees were capitalized. These fees relate to the securitization of accounts receivables and amendments to the credit facilities such as for
acquisitions and bank covenants.

15. Receivables

|                    |  | December 31, 2001 |  | December 31, 2000
|------------------- |  | ----------------- |  | -----------------
|Accounts receivable |  |                   |  | 1,826            
|Other receivables   |  |                   |  |                  
|Accrued income      |  | 272               |  |                  
|Other receivables   |  | 132               |  |                  
|                    |  |                   |  |                  
|                    |  |                   |  | 404              
|                    |  |                   |  |                  
|Total Receivables   |  |                   |  | 2,230            
|                    |  |                   |  |                  



Of
the total receivables of EUR 2,230 million, an amount of EUR 3 million will mature after more than one year (2000: EUR 6 million).

As
of December 31, 2001, accounts receivable of EUR 452 million were pledged (2000: EUR 240 million) under the accounts receivable securitization program. These
receivables and related borrowings are included in the Consolidated Balance Sheet (see Note 20).

Accrued
income consists mainly of accrued vendor rebates and catalogue income.

The
movements in the allowance for doubtful accounts are shown in Note 34.

16. Working Capital and Capital Employed

December 31,2001

2000Working CapitalInventory

756

784Receivables

2,230

2,267Cash and deposits

99

57Accounts payable

(1,340
)
(1,244
)Other liabilities excluding acquisition and restructuring related and dividend on Preference Shares A

(418
)
(466
)1,327

1,398


The
comparative number for 2000 has been restated for acquisition and restructuring related liabilities (see Note 2 under Presentation).

Capital EmployedTangible fixed assets

713

628Working capital

1,327

1,398Dividend Preference Shares A payable

(14
)
(14
)Capital employed pre goodwill

2,026

2,012Short term provisions related to acquisitions and restructuring

(126
)
(99
)Intangible fixed assets

2,684

2,1954,584

4,108


The
comparative number for 2000 has been restated because from 2001 the Balance Sheet is prepared before appropriation of profit (see Note 2 under Change in accounting policy).

17. Issued and Paid in Capital and Additional Paid-in Capital

Buhrmann NV's authorized, issued and outstanding share capital at December 31, 2001 amounted to EUR 732,000,000, divided into 250,000,000 Ordinary Shares,
54,940,000 Preference Shares A, 305,000,000 Preference Shares B and 60,000 Preference Shares C, with a face value of EUR 1.20 each. The Ordinary Shares may, at the option of the Buhrmann shareholders,
be bearer shares or registered shares. The Preference Shares A and B are registered shares. The Preference Shares C are registered shares, but may under certain circumstances be bearer shares.

On
March 27, 2001, 24 million Ordinary Shares were issued with a face value of NLG 2.50 each at a price of EUR 25 per share. On March 30, 2001, an additional
3.6 million Ordinary Shares were issued at the same price. The total proceeds amounted to EUR 665 million, net of expenses.

On
June 12, 2001, the face value of all shares was redenominated from NLG 2.50 to EUR 1.20. This resulted in an increase of issued and paid-in capital of EUR
13 million which was charged against additional paid-in capital.

Issued
and paid- in capital and additional paid in capital can be specified as follows (in millions of euro):

As of December 31, 2001

Issued and paid-in capital

Additional paid-in capitalOrdinary Shares

157

1,540Preference Shares A

64

121Preference Shares C

0

332221

1,993


As of December 31, 2000

Issued and paid-in capital

Additional paid-in capitalOrdinary Shares

116

894Preference Shares A

61

121Preference Shares C

0

332177

1,347


As of December 31, 1999

Issued and paid-in capital

Additional paid-in capitalOrdinary Shares

110

741Preference Shares A

61

121Preference Shares C

0

332161

1,194


The
additional paid-in capital for commercial and tax purposes is almost equal. The additional paid-in capital resulting from Preference Shares A and C can only
be paid to the holders of these shares.

Voting rights

Annual general meetings of shareholders are held within six months of the end of the financial year, for the purpose of, among other things, adopting the annual
accounts. Extraordinary general meetings of shareholders may be convened by the Executive Board or the Supervisory Board. General meetings of shareholders are held in Amsterdam. Each shareholder is
entitled to attend a general meeting of shareholders in person or be represented by written proxy, address the meeting and exercise voting rights with due observance of the provisions of the Articles
of Association. Each share in Buhrmann's capital is entitled to one vote. Unless the Articles of Association or mandatory law provides otherwise, all shareholders' resolutions require an absolute
majority of the votes. Meetings of holders of a separate class of shares will be convened by the Executive Board or the Supervisory Board, as frequently as necessary.

Preference Shares A

As of December 31, 2001, 53,281,893 Preference Shares A had been taken into administration in Stichting Administratiekantoor Preferente Aandelen Buhrmann
("Trust Office"), against which depository receipts with limited convertibility were issued. The Trust Office was established under Dutch law in May 1994, and has its registered seat in
Maastricht.

Every
Preference Share A is entitled to one vote on all matters to be voted upon generally by the holders of Ordinary Shares and the holders of Preference Shares A vote together with the
holders of Ordinary Shares as one class.

Preference Shares B

As of December 31, 2001 no Preference Shares B had been issued. A put and call option agreement has been signed between Stichting Preferente Aandelen
Buhrmann NV and the Company relating to Preference Shares B.

Pursuant
to this agreement, under certain circumstances, Buhrmann has the right (and, under certain circumstances, the obligation) to issue and sell to the Stichting Preferente Aandelen
Buhrmann, Preference Shares B, up to a maximum amount equal to the share capital of Buhrmann other than in
the form of Preference Shares B, minus one. Once any Preference Shares B are issued to Stichting Preferente Aandelen Buhrmann, Buhrmann has the right to repurchase from Stichting Preferente Aandelen
Buhrmann such Preference Shares B at their issue price plus accrued and unpaid dividends, if any. Stichting Preferente Aandelen Buhrmann has the right to require Buhrmann to repurchase the Preference
Shares B held by it. Each Preference Share B is entitled to one vote on all matters to be voted upon generally by the holders of the Ordinary Shares, and the holders of Preference shares B vote
together with the holders of Ordinary Shares as one class. The holders of Preference Shares B are entitled to vote separately as a class on any amendment to the Articles of Association that adversely
affects the holders of the Preference Shares B. Stichting Preferente Aandelen Buhrmann will exercise its voting rights attached to such Preference Shares B in accordance with its purpose. The aim of
the Preference Shares B is to provide a protective measure against unfriendly take-over bids.

Preference Shares C

An aggregate of 35,000 Preference Shares C were issued to two U.S. venture capital groups, Apollo and Bain, on October 28, 1999, at the occasion of the
closing of the acquisition of Corporate Express. Each Preference Shares C has a nominal value of EUR 1.20 per share.

Conversion

The Preference Shares C are convertible, at the option of the holders, in whole or in part, into Ordinary Shares. The initial conversion rate amounted to EUR
18.1125 (converted into US dollar as set forth in the Articles of Association). The Preference Shares C are subject to the usual anti-dilution protections, which can lead to an adjustment
of the conversion price in case of share issuances subject to certain exceptions as described in the Articles of Association. In addition, the conversion price shall be reduced annually with an amount
equal to 50% of the dividend distributed on Ordinary Shares. Following the dividend paid in April 2000 and May 2001 in respect of the financial year 1999 and 2000 respectively, each
Preference Share C is convertible into a number of Ordinary Shares equal to the liquidation preference divided by EUR 17.5125. After the dividend payment for the fiscal year 2001 the conversion rate
decreased to EUR 17.4325. The liquidation preference of each Preference Share C is USD 10,000, plus accrued dividends.

Ranking

The Preference Shares C have a preference with regard to dividend distributions and rights during liquidation and dissolution in respect of all existing and
future series of Ordinary and Preference Shares, provided that they rank equal to the Preference Shares A. As long as there are outstanding Preference Shares C, Buhrmann may not repurchase or cancel
Ordinary Shares and/or other Preference
Shares, except for Preference Shares B, without the prior approval of the meeting of holders of Preference Shares C.

Voting

Each Preference Share C is entitled to one vote on all matters to be voted upon generally by the holders of Ordinary Shares, and the holders of Preference Shares
C vote together with the holders of Ordinary Shares as one class.

Redemption

If four years after the Preference Shares C were issued the closing price of the Ordinary Shares is at any time at or above 150% of the then prevailing conversion
price for the Preference Shares C for a period of 30 consecutive trading days, Buhrmann may cancel or repurchase all outstanding Preference Shares C. The amount per Preference Share C to be paid will
be, in the event that such cancellation or repurchase takes place (1) after the fourth anniversary but on or before the fifth anniversary of the issuance of the Preference Shares C, 105.50% of
the liquidation preference; (2) after the fifth anniversary but on or before the sixth anniversary of the issuance of the Preference Shares C, 102.75% of the liquidation preference; and
(3) following the sixth anniversary of the issuance of the Preference Shares C, 100% of the liquidation preference. On the twelfth anniversary of the issue date, Buhrmann has the right, in its
sole discretion, to cancel or repurchase the Preference Shares C at 100% of the "liquidation preference". If there is a change of control (as such term is defined in the Articles of Association) of
Buhrmann or the office products business of Buhrmann in the United States, the holders of the Preference Shares C can request that Buhrmann cancel or repurchase all of the outstanding Preference
Shares C at 101% of the liquidation preference.

Dividends

The proposed dividend for a financial year must be approved by the annual general meeting of shareholders, which is typically held in April or May of the
following financial years. The dividend is paid after this meeting. Dividend payments are allowed only to the extent that the shareholders' equity is in excess of the sum of the paid-up capital and any reserves required under Dutch law. Under the Articles of Association, the dividend with respect to the Preference Shares A and
Preference Shares C must be paid first from the profits earned in any given financial year before any dividend will be paid to any other class of shares. The annual dividend on the Preference Shares C
is equal to 5.5% of the liquidation preference of such shares, subject to adjustment under certain circumstances as set forth in the Articles of Association. The annual dividend on the Preference
Shares C for each year up to and including 2002 will be distributed in the form of additional Preference Shares C. The annual dividend
on the Preference Shares C for any financial year after 2002 may, at the option of Buhrmann, be distributed in cash or in the form of additional Preference Shares C.

The
dividend on the preference shares A is determined for a period of eight years on the basis of a dividend percentage equivalent to 1.25 percent more than the mathematical
average of the average effective yield on government loans with a term of seven-to-eight years, as calculated by the Central Office for Statistics, and published in the
Official Stock Exchange List of Euronext Amsterdam, on the last ten stock market trading days prior to the day of determination. The dividend thus determined is calculated on the issue price of EUR
3.40355 per share and is rounded up to the nearest whole cent. For the period ending on December 31, 2001 the dividend amounted to EUR 0.27 per share. For the years 2002 until and including
2009 the dividend has been set at EUR 0.21 per share.

On
the preference (protection) shares B a dividend shall be paid, the percentage of whichto be calculated over the paid up part of the nominal valueis equal to
the repo-rate of the European Central Bank, decreased or increased by a discount or upcount, with a maximum of three percent point, to be determined by the Executive Board under the
approval of the Supervisory Board, averaged over the number of days over which the payment is made.

The
Executive Board determinessubject to the approval of the Supervisory Boardwhich part of the profit remaining after payment of the dividends on the
Preference Shares will be allocated to the reserves. Any part of the profit remaining thereafter shall be paid as a dividend on the Ordinary Shares. The Executive Board may decide to pay an interim
dividend. The decision is subject to the approval of the Supervisory Board.

The
amount of dividends, if any, paid to the holders of the Ordinary Shares will be determined in accordance with the Articles of Association as described above, and in light of existing
conditions, including earnings, financial conditions and requirements and other relevant factors.

18.  Provisions

The movements in provisions are as follows:

|                                  |  |      |   |    |   |     |  | Other provisions |  
|--------------------------------- |  | ---- | - | -- | - | --- |  | ---------------- | -
|
|Position at December 31, 2000     |  | 382  |   | 25 |   | 243 |  | 27               |  
|Acquisition/disposal              |  | (3   | ) |   |   | 2   |  | (5               | )
|Withdrawals                       |  | (129 | ) | (1 | ) |    |  | (74              | )
|Additions charged to result:      |  |      |   |    |   |     |  |                  |  
| result from ordinary operations |  | 37   |   | 2  |   | 27  |  |                 |  
| extraordinary result            |  | 80   |   |   |   |    |  | 77               |  
| other additions                 |  | 151  |   |   |   | 18  |  | 133              |  
|Transfer to current liabilities   |  | (130 | ) | (1 | ) |    |  | (124             | )
|Transfer deferred tax assets      |  | 43   |   |   |   | 43  |  |                 |  
|Translation differences           |  | 14   |   |   |   | 7   |  | 4                |  
|                                  |  |      |   |    |   |     |  |                  |  
|Position at December 31, 2001     |  | 445  |   | 25 |   | 340 |  | 38               |  
|                                  |  |      |   |    |   |     |  |                  |  

The
acquisition/disposal movements relate mainly to the acquisition of the office supplies divisions of Samas and USOP.

Deferred
taxes are detailed in Note 19 hereafter.

Provisions
for integration and restructuring mainly relate to the office products operations in North America and Europe, following the acquisition and subsequent integration of the
businesses of Corporate Express, Samas and USOP. The integration and restructuring include reductions in the number of staff, closure and consolidation of sales offices and distribution centers and
harmonization of systems. The balance at December 31 reflects amounts payable after more than one year. Amounts payable within one year are transferred to current liabilities.

Other
provisions include primarily warranties regarding divestments and product liability.

19.  Deferred taxes

The components of deferred tax assets and deferred tax
liabilities are as follows:

|                                                  |  | December 31 |  
|------------------------------------------------- |  | ----------- | -
|
|Deferred tax assets                               |  |             |  
|Restructuring and integration provisions          |  | 122         |  
|Tax loss carryforwards                            |  | 512         |  
|                                                  |  |             |  
|Nominal deferred tax asset                        |  | 634         |  
|Valuation allowances                              |  | (216        | )
|                                                  |  |             |  
|Deferred tax asset (under Financial Fixed Assets) |  | 418         |  
|                                                  |  |             |  
|Deferred tax liabilities                          |  |             |  
|Fixed assets                                      |  | (150        | )
|Other                                             |  | (190        | )
|                                                  |  |             |  
|Deferred liabilities (under Provisions)           |  | (340        | )
|                                                  |  |             |  
|Total                                             |  | 78          |  
|                                                  |  |             |  

Buhrmann
has operating loss carryforwards at December 31, 2001 of approximately EUR 1,189 million.

Expiration
is approximately as follows (in millions of euro):

2002

22003 to 2016

602017 to 2021

435Beyond 2021 and unlimited

6921,189


20.  Long-term liabilities

|                                    |  | December 31, 2001 |  | December 31, 2000
|----------------------------------- |  | ----------------- |  | -----------------
|
|Subordinated loans:                 |  |                   |  |                  
|High Yield Bond (USD 350 million)   |  | 397               |  | 397              
|Other loans:                        |  |                   |  |                  
|Debenture loans                     |  |                  |  |                 
|Term Loans A                        |  | 757               |  |                 
|Term Loans B                        |  | 603               |  | 293              
|Revolver (USD 350 million facility) |  |                  |  |                 
|Short term securitized notes        |  | 290               |  | 290              
|Other                               |  | 12                |  | 4                
|                                    |  |                   |  |                  
|                                    |  | 2,059             |  | 984              
|                                    |  |                   |  |                  



High Yield Bond

A 10-year SEC registered, subordinated bond loan was issued in 1999 for the amount of USD 350 million, with a coupon of 12.25%, payable
semi-annually. This loan must be redeemed on November 1, 2009. Buhrmann has the option to redeem this loan sooner, but not before November 1, 2004. Thereafter, the whole
loan, or part of it, can be redeemed at contractual rates above par. At any time before November 1, 2002, Buhrmann may redeem up to 35% of this loan at a redemption price of 112.5% of the
principal amount, with proceeds raised in one or more equity offerings made by Buhrmann, as long as certain conditions are met.

Debenture loans

On February 5, 2001, the ATS 792 million, 6.375% bond loan was repaid. At December 31, 2000, this bond loan was classified under current
liabilities.

Senior Secured Credit Facility (Term loans A, B and Revolver)

The Senior Secured Credit Facility was originally taken out to finance the Corporate Express transaction in 1999.

Over
2000 and 2001 amendments have been passed to adjust some of the terms and conditions in relation to acquisitions, financing transactions and covenant levels. The facility consists
of "Term loans A', and "Term loans B' with tranches in EUR and USD plus a Working capital facility of USD 350 million (Revolver). The indebtedness under the Senior Secured Credit Facility is
secured by a pledge on the assets of Buhrmann, all of the assets of its existing and future operating companies in the United States and the greater part of its operating companies outside the United
States.

Under
the terms of the Senior Secured Credit Facility, Buhrmann is required to apply a percentage of the proceeds of any equity offering to the prepayment of debt under the facility,
except that such prepayment obligation does not apply to up to EUR 200 million of cash proceeds received after January 26, 2001.

The
interest rate margins vary with the leverage ratio (pricing grid). Over 2001 these margins remained constant for both the Working capital facility and the Term loans A at 2.375% and
the Term loans B at 3.25% The Working capital facility carries a 0.50% fee for the undrawn balance.

The
interest rates in effect at December 31, 2001 and 2000 were as follows:

|                |  | 2001  |   | 2000   |  
|--------------- |  | ----- | - | ------ | -
|Term loan A USD |  | 4.625 | % | 9.160  | %
|Term loan B USD |  | 5.500 | % | 10.035 | %
|Term loan A EUR |  | 5.884 | % | 7.563  | %
|Term loan B EUR |  | 6.759 | % | 8.438  | %
|Revolver USD    |  |      |   | 9.150  | %
|Revolver EUR    |  |      |   | 9.125  | %

The
Senior Secured Credit Facility is subject to a variety of conditions as is customary for these types of facilities and the financial position of Buhrmann. For example, specific
financial ratios are monitored by the lenders such as:

Interest coverage ratio:

EBITDA/Cash interest expenseFixed charge ratio:

EBITDA + rent + lease expenses/Fixed chargesLeverage ratio:

Indebtedness/EBITDA




In
December 2001, Buhrmann agreed covenant amendments to ensure continued, financial flexibility. The actual ratios realized by Buhrmann at December 31, 2001 comply with
the threshold ratios as per loan covenants. It is noted that among others, the EBITDA used for banking covenant calculation purposes may differ significantly from the EBITDA as published in these
Financial Statements due to specific contractual definitions.

Short Term Securitized Notes

Short-term funds are raised by pledging accounts receivable from certain Buhrmann entities in the Netherlands, UK and USA as security for
short-term borrowings. At year-end 2001, EUR 452 million of accounts receivable were pledged (see also Note 15 on Receivables). The Notes are issued in EUR, GBP
and USD, reflecting the currency of the pledged receivables. The multi-jurisdiction, securitization program fluctuates in size and has been ranging between EUR 234 million and EUR
372 million. The amount outstanding fluctuates with liquidity requirements and the advance rate calculated under the program. The average interest margin, including issuers cost, is
approximately 0.5% over LIBOR. To ensure availability of re-financing for the Notes, a back-up liquidity facility has been arranged.

Breakdown of long-term debt by currency

|                                                        |  | December 31,
|------------------------------------------------------- |  | ------------
|
|As issued:                                              |  |             
|EUR                                                     |  | 569         
|USD                                                     |  | 1,331       
|GBP                                                     |  | 159         
|Other currencies                                        |  |            
|                                                        |  |             
|                                                        |  | 2,059       
|                                                        |  |             
|After hedging with forward exchange and currency swaps: |  |             
|EUR                                                     |  | 527         
|USD                                                     |  | 1,349       
|GBP                                                     |  | 137         
|Other currencies                                        |  | 46          
|                                                        |  |             
|                                                        |  | 2,059       
|                                                        |  |             

Buhrmann
aims to incur debt by currency after hedges in proportion to the forecasted split of operating result before depreciation and amortization over the major currencies. Forward
foreign
exchange and currency swaps are used to adjust the currency profile of the loans issued towards the desired position in order to achieve the hedging as per policy.

Buhrmann's forward foreign exchange and currency swap contracts at December 31, 2001

|Contract         |  | Maturity |  | Weighted average
contractual exchange rate |  | Notional
amount |  | Fair value |  
|---------------- |  | -------- |  | ------------------------------------------ |  | --------------- |  | ---------- | -
|Sell EUR/buy USD |  | < 1 year |  | 0.89                                       |  | 166             |  | 3          |  
|Sell GBP/buy EUR |  | < 1 year |  | 0.62                                       |  | 33              |  | (1         | )
|Sell USD/buy EUR |  | < 1 year |  | 0.91                                       |  | 185             |  | (5         | )
|Sell EUR/buy GBP |  | < 1 year |  | 0.62                                       |  | 55              |  | 1          |  
|Other            |  | < 1 year |  |                                           |  | 46              |  | (1         | )
|                 |  |          |  |                                            |  |                 |  |            |  
|                 |  |          |  |                                            |  | 485             |  | (3         | )
|                 |  |          |  |                                            |  |                 |  |            |  



The
total fair value at December 31, 2000 of the forward foreign exchange and currency swap contracts was EUR 3 million negative.

Breakdown of long-term debt by interest profile

|                                               |  | December 31, 2001 | 
|---------------------------------------------- |  | ----------------- | 
|
|Subordinated private loans and bank overdrafts |  | 397               | 
|Private loans and bank overdrafts              |  | 4                 | 
|                                               |  |                   | 
|                                               |  | 401               | 
|Interest swaps                                 |  | 1,329             | 
|                                               |  |                   | 
|Total                                          |  | 1,730             | 
|                                               |  |                   | 

Buhrmann
aims to incur a certain minimum level of fixed rate debt in relation to the interest cover. Interest rate swaps are used to adjust the interest profile of the loans towards the
desired position in order to achieve the hedging as per policy.

Buhrmann's Interest Rate Swap (IRS) contracts at December 31, 2001

IRS in EUR; Buhrmann pays fixed and receives 3 month LIBOR:

|Maturity   |  | Notional
amount |  | Average interest
rate in % |  | Fair value |  
|---------- |  | --------------- |  | -------------------------- |  | ---------- | -
|< 1 year   |  | 150             |  | 4.41                       |  | (2         | )
|< 2 years  |  | 150             |  | 4.47                       |  | (2         | )
|< 3 years  |  | 150             |  | 4.80                       |  | (2         | )
|           |  |                 |  |                            |  |            |  
|Subtotal A |  | 450             |  |                            |  | (6         | )

IRS
in USD; Buhrmann pays fixed and receives 3 month LIBOR:

|Maturity   |  | Notional amount |  | Average interest
rate in % |  | Fair value |  
|---------- |  | --------------- |  | -------------------------- |  | ---------- | -
|< 1 year   |  | 255             |  | 6.47                       |  | (10        | )
|<2 years   |  | 255             |  | 6.54                       |  | (15        | )
|<3 years   |  | 255             |  | 6.59                       |  | (16        | )
|<4 years   |  | 114             |  | 6.54                       |  | (7         | )
|           |  |                 |  |                            |  |            |  
|Subtotal B |  | 879             |  |                            |  | (48        | )
|Total A+B  |  | 1,329           |  |                            |  | (54        | )

The
total fair value at December 31, 2000 of the interest rate swap contracts was EUR 13 million negative.

The
average blended interest rate, including the margin, was approximately 8.5% (taking into account interest and foreign currency hedges entered into).

Treasury

The Treasury function does not operate under an own profit objective but does pursue benefits of scale and efficiency as well as provide in-house
services in the area of financial logistics. Buhrmann NV, Buhrmann US, Inc. and Buhrmann Europcenter NV act as the main financing companies. Financial instruments are only used to hedge against
financial market risks. No speculative positions are entered into. Forward currency contracts with terms up to one year are used to cover exchange rate risks resulting from business activities. The policy is to cover these risks. Valuation of these contracts at year-end at the prevailing rate matches the valuation of the commercial transaction
concerned. Currency swap contracts are entered into by financing companies of the Group to finance the Group and serve to adjust the currency of the finance taken out to the required currency.
Valuation of these contracts at year-end against the prevailing marketprices then obtained matches the valuation of the underlying financing source.

Buhrmann's
interest policy is designed to restrict the impact of fluctuations in interest rates and to keep the interest burden as low as possible. Interest swaps are used to a
significant degree. The interest instruments are used to adjust the fixed interest or floating interest nature of the financing towards the required profile.

The
estimated market value of the outstanding currency and interest swap contracts indicates how much would be paid or received in exchange for termination of the contracts without
further commitments as per the balance sheet date, and is included in the tables above.

The
market value of the High Yield Bond at December 31, 2001 amounted to EUR 397 million (2000: EUR 385 million). The market value of all other loans at
December 31, 2001 approximated their bookvalue.

Repayment schedule for long-term debt

|                |  | Year  |  | Term
Loan A |  | Term
Loan B |  | Other |  | Total
Redemption
|--------------- |  | ----- |  | ----------- |  | ----------- |  | ----- |  | ----------------
|Current portion |  | 2002  |  | 32          |  | 2           |  | 10    |  | 44              
|                |  |       |  |             |  |             |  |       |  |                 
|Long-term       |  | 2003  |  | 196         |  | 6           |  |      |  | 202             
|                |  | 2004  |  | 245         |  | 6           |  | 8     |  | 259             
|                |  | 2005  |  | 316         |  | 6           |  |      |  | 322             
|                |  | 2006  |  |            |  | 292         |  |      |  | 292             
|                |  | 2007  |  |            |  | 293         |  |      |  | 293             
|                |  | 2008  |  |            |  |            |  |      |  |                
|                |  | 2009  |  |            |  |            |  | 401   |  | 401             
|                |  | >2009 |  |            |  |            |  | 290   |  | 290             
|                |  |       |  |             |  |             |  |       |  |                 
|                |  |       |  | 757         |  | 603         |  | 699   |  | 2,059           
|                |  |       |  |             |  |             |  |       |  |                 
|Total           |  |       |  | 789         |  | 605         |  | 709   |  | 2,103           
|                |  |       |  |             |  |             |  |       |  |                 

The
average remaining term of long-term debt is approximately 5 years.

21.  Other liabilities

|                                                                          |  | December 31,
|------------------------------------------------------------------------- |  | ------------
|
|Taxes and social security contributions                                   |  | 121         
|Advance payments on orders                                                |  | 11          
|Short-term provisions                                                     |  | 7           
|Accrued liabilities                                                       |  | 279         
|Other                                                                     |  |            
|                                                                          |  |             
|Other liabilities excluding acquisition and restructuring related and     |  |             
|dividend on preference share A                                            |  | 418         
|Short-term provisions acquisition and restructuring related (see Note 18) |  | 126         
|Dividend Preference Shares A                                              |  | 14          
|                                                                          |  |             
|                                                                          |  | 558         
|                                                                          |  |             

Accrued
liabilities consist mainly of accrued rent, interest and labor cost.

22.  Risks and uncertainties

As of December 31, 2001 and 2000 the Company's accounts include cash and accounts receivable, which are denominated in currencies other than the euro.
Realization of such amounts is subject to the risk of fluctuations in foreign exchange rates relative to the euro.

Management
believes it has adequately provided for the collection risk in the Company's accounts receivable, which for a substantial part are insured, by recording an allowance for
doubtful accounts, which reduces such amounts to their net realizable value.

Because
the Company deals only with major commercial banks with high-quality credit ratings, it does not anticipate non-performance by any of these
counterparties. The Company has deposited its cash and cash equivalents with reputable financial institutions and believes the risk of loss to be remote.

23.  Option scheme

At the end of 2001, 2,876,910 unexercised personnel options on shares in Buhrmann remained, at an average price of EUR 21.44. The latest exercise date of these
options is in 2006. The option scheme is designed as an incentive for a large group of managers working with Buhrmann and its subsidiaries. There are some 450 managers involved. The maximum percentage
of option rights that may be granted in any year is 1.25% of the number of outstanding Ordinary Shares. This reflects the requirements of the business given our geographic spread (in particular the
United States of America) and specific human resource management needs for critical business activities. For individual managers, the options to be granted are related in part to the fixed
remuneration of the person in question and his or her contribution to Group results. The maximum nominal value (based on the number of shares to which the option right relates, multiplied by the
option exercise price) will not exceed an amount equal to twice the fixed salary of the relevant individual. The options have a term of five years and can be exercised only after three years. The
exercise price for option rights granted is the closing price of the Buhrmann Ordinary Shares on the first trading day after the meeting of shareholders on which Buhrmann's shares are quoted
ex-dividend. Those entitled to options are bound by internal regulations designed to prevent insider trading.

Options
granted are in principle hedged by purchasing the shares required on or close to the grant date. Options may not be hedged if the financial position gives rise to a decision not
to purchase the shares required. Considerations for evaluating the financial position are the growth prospects and its required financing, as well as the capital structure of the Group. On the basis
thereof it was decided not to purchase shares for this purpose in 2001 and 2000.

The
market price of the option rights was estimated on the basis of the Black & Scholes option price determination model, based on the following assumptions:

|                                |  | 2001    |   | 2000    |   | 1999    |  
|------------------------------- |  | ------- | - | ------- | - | ------- | -
|Expected dividend yield         |  | 2.3     | % | 2.3     | % | 3.7     | %
|Expected share price volatility |  | 55      | % | 50      | % | 40      | %
|Risk-free interest rate         |  | 4.5     | % | 5.0     | % | 4.9     | %
|Expected term                   |  | 4 years |   | 4 years |   | 4 years |  

The
pro-forma remuneration cost of the option rights assigned to management is EUR 6 million for 2001 (EUR 2 million for 2000 and EUR 1 million for
1999). The annual remuneration cost is calculated by taking the economic cost of the options granted over the last three years spread evenly over the blocked exercise period (vesting) of three years.
Expected dividend yield and share price volatility are based on historic track records at the date of granting the options. These assumptions were used exclusively for this calculation and do not
necessarily provide an indication of expectations of management regarding developments in the future.

At
the end of 2001, the Members of the Executive Board held option rights on 317,500 Buhrmann Ordinary Shares:

|               |  | December 31,
2000 |  | Granted
2001 |  | Exercised
2001 |  | Lapsed
2001 |  | December 31,
2001
|-------------- |  | ----------------- |  | ------------ |  | -------------- |  | ----------- |  | -----------------
|F.H.J. Koffrie |  | 165,000           |  | 40,000       |  |               |  |            |  | 205,000          
|G. Dean*       |  | 45,000            |  | 27,500       |  |               |  |            |  | 72,500           
|F.F. Waller    |  | 20,000            |  | 20,000       |  |               |  |            |  | 40,000           
|               |  |                   |  |              |  |                |  |             |  |                  
|               |  | 230,000           |  | 87,500       |  |               |  |            |  | 317,500          
|               |  |                   |  |              |  |                |  |             |  |                  

---

The
Members of the Supervisory Board held no option rights to Buhrmann shares at the end of 2001.

Shareholdings by Members of the Executive Board and Supervisory Board

The Members of the Executive Board held the following numbers of Ordinary Shares in Buhrmann at December 31, 2001:

F.H.J. Koffrie

50,000G. Dean

5,000F.F. Waller

3,00058,000


Members
of the Supervisory Board at December 31, 2001 held a total of:



Specified statement of options outstanding

|                                     |  | Number of outstanding option rights |   | Average exercise price |   | Term     
|------------------------------------ |  | ----------------------------------- | - | ---------------------- | - | ---------
|Granted before 1997                  |  |                                     |   |                        |   |          
|Balance at the end of 1998           |  | 692,510                             |   |                        |   |          
|Exercised in 1999                    |  | (363,510                            | ) |                        |   |          
|Lapsed in 1999                       |  | (15,000                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 1999           |  | 314,000                             |   |                        |   |          
|Exercised in 2000                    |  | (314,000                            | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 2000           |  |                                     |   |                       |   | EUR 14.57
|Granted in 1997*                     |  |                                     |   |                        |   |          
|Balance at the end of 1998           |  | 1,264,500                           |   |                        |   |          
|Exercised in 1999                    |  | (28,000                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 1999           |  | 1,236,500                           |   |                        |   |          
|Exercised in 2000                    |  | (779,750                            | ) |                        |   |          
|Lapsed in 2000                       |  | (221,000                            | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 2000           |  | 235,750                             |   |                        |   |          
|Exercised in 2001                    |  | (37,100                             | ) |                        |   |          
|Lapsed in 2001                       |  | (7,000                              | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Outstanding at the end of 2001       |  |                                     |   | 191,650                |   | EUR 16.74
|Granted in 1999**                    |  |                                     |   |                        |   |          
|Granted in April 1999                |  | 690,000                             |   |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 2000           |  | 690,000                             |   |                        |   |          
|Lapsed 2000                          |  | (85,000                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 2000           |  | 605,000                             |   |                        |   |          
|Lapsed in 2001                       |  | (67,000                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Outstanding at the end of 2001       |  |                                     |   | 538,000                |   | EUR 15.58
|Granted in 2000                      |  |                                     |   |                        |   |          
|Granted in April 2000                |  | 1,141,021                           |   |                        |   |          
|Lapsed 2000                          |  | (10,764                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Balance at the end of 2000           |  | 1,130,257                           |   |                        |   |          
|Lapsed in 2001                       |  | (150,955                            | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Outstanding at the end of 2001       |  |                                     |   | 979,302                |   | EUR 27.29
|Granted in 2001                      |  |                                     |   |                        |   |          
|Granted in April 2001                |  | 1,263,200                           |   |                        |   |          
|Lapsed in 2001                       |  | (95,242                             | ) |                        |   |          
|                                     |  |                                     |   |                        |   |          
|Outstanding at the end of 2001       |  |                                     |   | 1,167,958              |   | EUR 20.00
|Total outstanding at the end of 2001 |  |                                     |   | 2,876,910              | * | EUR 21.44

---



24.  Commitments not included in the Balance Sheet

|                                                       |  | December 31, 2001 |  | December 31, 2000
|------------------------------------------------------ |  | ----------------- |  | -----------------
|Rental and operational lease commitments (see Note 26) |  |                   |  |                  
|These are due as follows:                              |  |                   |  |                  
|Within 1 year                                          |  | 91                |  |                  
|After 1 year but within 5 years                        |  | 230               |  |                  
|After 5 years                                          |  | 161               |  |                  
|                                                       |  |                   |  |                  
|                                                       |  |                   |  | 482              
|Repurchase guarantees                                  |  |                   |  |                  
|These lapse as follows:                                |  |                   |  |                  
|Within 1 year                                          |  | 25                |  |                  
|After 1 year but within 5 years                        |  | 62                |  |                  
|After 5 years                                          |  | 4                 |  |                  
|                                                       |  |                   |  |                  
|                                                       |  |                   |  | 91               
|Investment commitments                                 |  |                   |  |                  
|Within 1 year                                          |  |                   |  | 133              
|Other commitments                                      |  |                   |  |                  
|These lapse as follows:                                |  |                   |  |                  
|Within 1 year                                          |  | 3                 |  |                  
|After 1 year but within 5 years                        |  |                  |  |                  
|                                                       |  |                   |  |                  
|                                                       |  |                   |  | 3                
|                                                       |  |                   |  |                  
|Total (conditional) commitments                        |  |                   |  | 709              
|                                                       |  |                   |  |                  

Repurchase
guarantees concern graphic machines sold to customers, and financed by external financing companies. Should the customer be declared in default, the respective financing
company has a right of recourse against the Company at book value, which, in general, will be lower than market value. Buhrmann monitors the development of the market value of the respective machines.
If there is reason to do so, a provision will be recorded. The amount stated here indicates the maximum exposure under these guarantees.

25.  Legal proceedings

Arbitration Buhrmann ISD Groupe S.A./Ipfo Bail S.A:.

The Buhrmann Group is involved as plaintiff in French arbitration proceedings, initiated in 1994 against the French company Ipfo Bail S.A. (formerly named
Locafrance S.A.). The claim relates to the acquisition by the Buhrmann Group from Ipfo Bail S.A. in 1991 of all of the shares in the capital of the French company Agena S.A. The claim is based on
misrepresentation of the financial position of the company in the closing balance sheet at the time of the acquisition. In the arbitration proceedings the principal claim for all damages as a result
of the acquisition amounts to approximately FRF 1 billion (EUR 152 million) plus interest and costs of the proceeding. An independent expert appointed by the arbitrators gave support to Buhrmann's claim of substantial misstatements
in the closing balance sheet. Although it is anticipated that a substantial indemnity payment will be awarded, the amount will not be known until the decision of the arbitrators, which is expected in
2002. This decision will not be subject to appeal, and could only be challenged on the basis of the limited grounds provided under French law or the New York Convention.

Other

Buhrmann is involved in various other routine legal and regulatory proceedings incidental to the conduct of its business. Buhrmann does not believe that any of
these legal or regulatory proceedings will have a material adverse effect on its financial condition or results of operations.

26.  Lease commitments

The Company leases certain plant facilities and equipment under non-cancelable operating leases.

Future
minimum lease payments under all non-cancelable operating leases are as follows:

|                                 |  | December 31,
|-------------------------------- |  | ------------
|
|Within 1 year                    |  | 91          
|After 1 year but within 2 years  |  | 78          
|After 2 years but within 3 years |  | 66          
|After 3 years but within 4 years |  | 49          
|After 4 years but within 5 years |  | 38          
|After 5 years                    |  | 160         
|                                 |  |             
|Total                            |  | 482         
|                                 |  |             

Lease
expenses for non-cancelable operating leases for buildings charged to the income statement during the periods ended December 31, 2001, 2000 and 1999 were EUR
59 million, EUR 41 million and EUR 66 million respectively.

27.  Notes to the Consolidated Statement of Cash Flows

|                                                 |  | 2001 |   | 2000 |   | 1999 |  
|------------------------------------------------ |  | ---- | - | ---- | - | ---- | -
|
|Net cash flow: link with balance sheet movements |  |      |   |      |   |      |  
|Liquid funds at beginning of year                |  |      |   |      |   |      |  
|Short-term borrowings with credit institutions   |  | (104 | ) | (2   | ) | (72  | )
|Cash and deposits                                |  | 57   |   | 74   |   | 109  |  
|                                                 |  |      |   |      |   |      |  
|                                                 |  | (47  | ) | 72   |   | 37   |  
|Translation differences                          |  | (1   | ) | 2    |   | (13  | )
|Acquisition/disposal                             |  | 24   |   | (33  | ) | 32   |  
|                                                 |  |      |   |      |   |      |  
|                                                 |  | (24  | ) | 41   |   | 56   |  
|Liquid funds at end of year                      |  |      |   |      |   |      |  
|Short term borrowings with credit institutions   |  |     |   | (104 | ) | (2   | )
|Cash and deposits                                |  | 99   |   | 57   |   | 74   |  
|                                                 |  |      |   |      |   |      |  
|                                                 |  | 99   |   | (47  | ) | 72   |  
|                                                 |  |      |   |      |   |      |  
|Increase/decrease in liquid funds                |  | 123  |   | (88  | ) | 16   |  
|                                                 |  |      |   |      |   |      |  

28.  Discontinued operations

The following operations are reflected as discontinued operations for all periods presented, in accordance with US GAAP.

In
May 2000 the sale of the Information Systems Division was completed. Net sales of discontinued operations amounted to EUR 194 million and EUR 1,132 million in
2000 and 1999 respectively. The sale of the Information Systems Division resulted in a bookloss of EUR 123 million (EUR 1.29 per share) of which EUR 120 million was recorded in 1999. In
consideration of this sale the Company received cash of EUR 57 million and loan notes of EUR 73 million.

Liabilities
of discontinued operations to be retained by the Company as of December 31, 2001 amounted to EUR 20 million (2000: EUR 54 million) included in the
Company's Consolidated Balance Sheet.

29.  Segment Information

The operations of the Buhrmann Group consist of five divisions. Office Products North America supplies office products and office furniture to large and
medium-sized companies. Office Products Europe and Australia are combined for reporting purposes. These divisions are suppliers and service providers in the field of office products, office furniture,
post-room equipment, copiers, faxes, telecommunications and facilities management. The Paper Merchanting Division distributes paper to printers, publishers and to the office market mainly
in Europe. The Graphic Systems Division supplies pre-press systems, printing presses, folding, cutting and binding machines in six European countries and also provides service and
maintenance for its customers.

Corporate
items are not allocated to the divisions and include costs incurred by the Corporate Head office as well as costs and assets relating to geographical holding companies.

Operating segments 2001

|                                                                   |  | Office
Products
NA |   | Office
Products
Europe/
Australia |   | Paper
Merchanting |   | Graphic
Systems |   | Sub
total |   | Eliminations |   | Corporate
items |   | Total  |  
|------------------------------------------------------------------ |  | ------------------ | - | --------------------------------- | - | ----------------- | - | --------------- | - | --------- | - | ------------ | - | --------------- | - | ------ | -
|
|Year ended
December 31, 2001                                       |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   |        |  
|Sales, external                                                    |  | 5,221              |   | 1,496                             |   | 3,126             |   | 565             |   | 10,408    |   |              |   |                 |   | 10,408 |  
|Operating result before amortization of goodwill                   |  | 242                |   | 53                                |   | 93                |   | 38              |   | 426       |   |              |   | (18             | ) | 408    |  
|Amortization of goodwill                                           |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (67    | )
|Net financing costs                                                |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (210   | )
|Other financial results                                            |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (3     | )
|Minority Interest                                                  |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (9     | )
|Income before tax, discontinued operations and extraordinary items |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | 119    |  
|Depreciation                                                       |  | (70                | ) | (17                               | ) | (18               | ) | (4              | ) | (109      | ) |              |   |                |   | (109   | )
|Total assets                                                       |  | 4,203              |   | 1,066                             |   | 1,261             |   | 242             |   | 6,772     |   | (12          | ) | 357             |   | 7,117  |  
|Capital expenditure                                                |  | 87                 |   | 14                                |   | 21                |   | 5               |   | 127       |   |              |   |                 |   | 127    |  



Operating segments 2000

|                                                                   |  | Office
Products
NA |   | Office
Products
Europe/
Australia |   | Paper
Merchanting |   | Graphic
Systems |   | Sub
total |   | Eliminations |   | Corporate
items |   | Total |  
|------------------------------------------------------------------ |  | ------------------ | - | --------------------------------- | - | ----------------- | - | --------------- | - | --------- | - | ------------ | - | --------------- | - | ----- | -
|
|Year ended
December 31, 2000                                       |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   |       |  
|Sales, external                                                    |  | 4,703              |   | 1,330                             |   | 3,014             |   | 556             |   | 9,603     |   |              |   |                 |   | 9,603 |  
|Operating result before amortization of goodwill                   |  | 333                |   | 41                                |   | 130               |   | 50              |   | 554       |   |              |   | (8              | ) | 546   |  
|Amortization of goodwill                                           |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (55   | )
|Net financing costs                                                |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (221  | )
|Other financial results                                            |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | 5     |  
|Minority Interest                                                  |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | (9    | )
|Income before tax, discontinued operations and extraordinary items |  |                    |   |                                   |   |                   |   |                 |   |           |   |              |   |                 |   | 266   |  
|Depreciation                                                       |  | (71                | ) | (17                               | ) | (18               | ) | (3              | ) | (109      | ) |              |   | (4              | ) | (113  | )
|Total assets                                                       |  | 3,712              |   | 791                               |   | 1,304             |   | 237             |   | 6,044     |   | (6           | ) | 380             |   | 6,418 |  
|Capital expenditure                                                |  | 85                 |   | 8                                 |   | 25                |   | 3               |   | 121       |   |              |   | 1               |   | 122   |  



Operating Segments 1999

|                                                                   |  | Office
Products
NA |   | Office
Products
Europe/
Australia |   | Paper
Merchanting |   | Graphic
Systems |   | Discontinued operations |   | Sub
total |  | Eliminations |  | Corporate
items |   | Total |  
|------------------------------------------------------------------ |  | ------------------ | - | --------------------------------- | - | ----------------- | - | --------------- | - | ----------------------- | - | --------- |  | ------------ |  | --------------- | - | ----- | -
|
|Year ended
December 31, 1999                                       |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   |       |  
|Sales, external                                                    |  | 1,603              |   | 755                               |   | 2,397             |   | 528             |   |                         |   | 5,283     |  |              |  |                 |   | 5,283 |  
|Operating result before amortization of goodwill                   |  | 62                 |   | 27                                |   | 86                |   | 45              |   |                         |   | 220       |  |              |  | (10             | ) | 210   |  
|Amortization of goodwill                                           |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   | (10   | )
|Net financing costs                                                |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   | (46   | )
|Other financial results                                            |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   | 12    |  
|Minority Interest                                                  |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   | (1    | )
|Income before tax, discontinued operations and extraordinary items |  |                    |   |                                   |   |                   |   |                 |   |                         |   |           |  |              |  |                 |   | 165   |  
|Income from discontinued operations                                |  |                    |   |                                   |   |                   |   |                 |   | 3                       |   | 3         |  |              |  |                 |   | 3     |  
|Depreciation                                                       |  | (23                | ) | (10                               | ) | (15               | ) | (4              | ) | (52                     | ) |           |  |              |  | (3              | ) | (55   | )
|Total assets                                                       |  | 3,049              |   | 721                               |   | 1,042             |   | 192             |   |                         |   | 5,004     |  | 197          |  | 307             |   | 5,508 |  
|Capital expenditure                                                |  | 34                 |   | 20                                |   | 25                |   | 3               |   |                         |   | 82        |  |              |  | (7              | ) | 75    |  



30.  Enterprise wide disclosures

|                                |  | North
America |  | United
Kingdom |  | Nether-
lands |  | Germany |  | Other |  | Total 
|------------------------------- |  | ------------- |  | -------------- |  | ------------- |  | ------- |  | ----- |  | ------
|
|Sales by country of destination |  |               |  |                |  |               |  |         |  |       |  |       
|Year ended December 31, 2001    |  | 5,193         |  | 1,294          |  | 995           |  | 898     |  | 2,028 |  | 10,408
|Year ended December 31, 2000    |  | 4,668         |  | 1,183          |  | 916           |  | 900     |  | 1,936 |  | 9,603 
|Year ended December 31, 1999    |  | 1,646         |  | 806            |  | 852           |  | 748     |  | 1,231 |  | 5,283 
|Long lived assets*              |  |               |  |                |  |               |  |         |  |       |  |       
|Year ended December 31, 2001    |  | 2,455         |  | 227            |  | 105           |  | 120     |  | 490   |  | 3,397 
|Year ended December 31, 2000    |  | 2,086         |  | 213            |  | 114           |  | 119     |  | 291   |  | 2,823 
|Year ended December 31, 1999    |  | 1,838         |  | 192            |  | 95            |  | 121     |  | 198   |  | 2,444 

---

31.  Subsequent Events

With the sale of the Information Systems Division in May 2000, Buhrmann received loan notes as part of the consideration of the sale. In May 2002,
the borrower early redeemed these loan notes. The amount received is EUR 71 million in cash which will be used to repay bank debt. This transaction leads to a release of a related provision,
partly offset by an additional amortization of financing fees, resulting in EUR 6 million income before tax (see Note 14).

32.  Summary of differences between Dutch generally accepted accounting principles and US generally accepted accounting principles

The Company's Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the Netherlands (Dutch GAAP),
which differ in certain significant respects from generally accepted accounting principles in the United States (US GAAP). The effect of the application of US GAAP to net income and Group equity is
set out in the tables below.

Certain
differences between Dutch GAAP and US GAAP reporting requirements lead to reconciling items set out below. Other items relate only to the disclosure of additional information.
These items are noted as US GAAP additional disclosures.

|                            |  |                                                        |  | 2001 |   | 2000 |   | 1999 |  
|--------------------------- |  | ------------------------------------------------------ |  | ---- | - | ---- | - | ---- | -
|
|Net income under Dutch GAAP |  | 55                                                     |  | 221  |   | 83   |  
|a)                          |  | Goodwill amortization                                  |  | (12  | ) | (12  | ) | (20  | )
|b)                          |  | Goodwill amortizationrepurchase of BTOPI              |  | (4   | ) | (3   | ) | (2   | )
|c)                          |  | Goodwill amortizationacquisition of Corporate Express |  | 10   |   | 11   |   | 3    |  
|c)                          |  | Intangible assets amortization                         |  | (8   | ) | (8   | ) | (2   | )
|e)                          |  | Discontinued operations                                |  |     |   | (28  | ) | (47  | )
|f)                          |  | Restructuring and integration provisions               |  | (66  | ) | (112 | ) | (5   | )
|g)                          |  | Capitalized software provision                         |  | (2   | ) | (11  | ) | (16  | )
|g)                          |  | Capitalized software                                   |  |     |   |     |   | 4    |  
|h)                          |  | Forward currency contract and collar                   |  | 7    |   | (7   | ) | (25  | )
|h)                          |  | Income from sale of Sappi shares                       |  |     |   |     |   | 7    |  
|i)                          |  | Derivatives                                            |  | 3    |   |     |   |     |  
|k)                          |  | Pension                                                |  | 26   |   | (9   | ) | 25   |  
|m)                          |  | Revenue recognition                                    |  | (2   | ) | (2   | ) | (3   | )
|n)                          |  | Other                                                  |  | (2   | ) | (3   | ) | (4   | )
|j)                          |  | Deferred taxes                                         |  | 30   |   | 50   |   | 27   |  
|Net income under US GAAP    |  | 35                                                     |  | 87   |   | 25   |  

|                              |  |                                                                                   |  | December 31, |  
|----------------------------- |  | --------------------------------------------------------------------------------- |  | ------------ | -
|
|Group equity under Dutch GAAP |  | 2,671                                                                             |  | 1,887        |  
|a)                            |  | Goodwill at cost, net of accumulated amortization                                 |  | 364          |  
|b)                            |  | Goodwill BTOPI at cost, net of accumulated amortization                           |  | 142          |  
|c)                            |  | Goodwill Corporate Express at cost, net of accumulated amortization               |  | (328         | )
|c)                            |  | Intangible assets                                                                 |  | 101          |  
|d)                            |  | Goodwill USOP and Samas, net of accumulated amortization                          |  | (10          | )
|f)                            |  | Restructuring and general provisions                                              |  | 12           |  
|g)                            |  | Capitalized software provision                                                    |  |             |  
|g)                            |  | Capitalized software                                                              |  |             |  
|h)                            |  | Forward currency hedge and collarOther Comprehensive Income                      |  |             |  
|h)                            |  | Unrealized loss(gain) on available for sale securitiesOther Comprehensive Income |  |             |  
|i)                            |  | DerivativesOther Comprehensive Income                                            |  | (51          | )
|i)                            |  | Derivatives                                                                       |  | (3           | )
|k)                            |  | Pension, including additional minimum liability                                   |  | 152          |  
|l)                            |  | Dividends                                                                         |  |             |  
|m)                            |  | Revenue recognition                                                               |  | (42          | )
|n)                            |  | Other                                                                             |  | (1           | )
|j)                            |  | Deferred taxes                                                                    |  | 150          |  
|Group equity under US GAAP    |  | 3,157                                                                             |  | 2,513        |  



(a)  Goodwill

For acquisitions occurring prior to January 1, 1997 the Company assigned the purchase price to the fair value of the assets acquired and liabilities
assumed with the excess recorded as goodwill and written off directly to group equity.

Under
US GAAP this goodwill is recorded as an asset and amortized over its estimated useful life. The goodwill is amortized over forty years. The total amount of goodwill was EUR
479 million at December 31, 2001 and 2000 and the accumulated amortization was EUR 115 million at December 31, 2001 and EUR 103 million December 31, 2000.

(b)  Goodwill repurchase of BTOPI

The Company repurchased the outstanding public 30% minority share of its former US subsidiary, BT Office Products Inc. (BTOPI) in October 1998.
Under Dutch GAAP this transaction was accounted for as a repurchase of Group equity and was shown as a movement in Group equity. Under US GAAP, the accounting treatment is to consider the surplus paid
over fair value of net assets as goodwill. This goodwill is then amortized over an estimated useful life of forty years. The cost of the goodwill was EUR 146 million and accumulated
amortization was EUR 12 million at December 31, 2001 and EUR 8 million at December 31, 2000.

(c)  GoodwillAcquisition of Corporate Express

On November 1, 1999, the Company purchased all the outstanding shares of Corporate Express Inc. for EUR 1,088 million. Certain fair value
adjustments, which were made for Dutch GAAP purposes, did not qualify for US GAAP.

Final
acquisition adjustments:
On purchase of Corporate Express, the application of US GAAP to the closing balance sheet would have affected the determination of goodwill in the following ways (in million of euro):

|Goodwill under Dutch GAAP |  | 1,771                           | 
|------------------------- |  | ------------------------------- | 
|a)                        |  | Restructuring                   | 
|a)                        |  | Integration                     | 
|b)                        |  | Disposal of subsidiaries        | 
|c)                        |  | Other liabilities               | 
|d)                        |  | Recognized as other intangibles | 
|e)                        |  | Deferred taxes                  | 
|                          |  |                                 | 
|Goodwill under US GAAP    |  | 1,442                           | 
|                          |  |                                 | 

---



(d)  GoodwillAcquisition of USOP and Samas

As of January 1, 2001 the rules regarding restructuring and integration provisions under Dutch GAAP are practically the same as under US GAAP.

The
EUR 10 million in this item mainly relates to redundancy payments for employees that were included in goodwill under Dutch GAAP whereas US GAAP requires these payments to be
expensed over the period the employees are with the Company.

(e)  Discontinued operations

During 1999, the Company disposed of a portion of the Information Systems Division and sold the remainder of this division in May 2000. At
December 31, 1999, the Company had received notification from interested parties that the price to be paid for the remainder of the Information Systems Division was significantly lower than the
net book value. As a result, for Dutch GAAP, the Company recorded a provision at December 31, 1999 to accrue for the expected bookloss on the net assets and the costs associated with the
disposal of the remainder of the Information Systems Division. Included in this
provision was a general provision for EUR 29 million, which was not allowed under US GAAP. This provision was reversed for US GAAP purposes in 1999, which consequently lead to a loss under US
GAAP of EUR 29 million in 2000.

The
Company had acquired Industrial Automation, as part of the Information Systems Division, prior to January 1, 1997 so the goodwill associated with this acquisition was written
off directly to equity under Dutch GAAP. Under US GAAP this goodwill would have been capitalized and the bookvalue written-off in 1999 for the portion related to the Information Systems
Division, in connection with the sale thereof. This bookvalue was EUR 76 million.

(f)    Restructuring and integration provisions

Until 2000, under Dutch GAAP when a decision was made to reorganize part of the Company's business, provisions were made for redundancies as well as other
closing, integration and moving costs. Several of the group companies undertook reorganizations during 1999 and 2000, most notably Corporate Express and BTOPI in the USA and Europe.

Under
US GAAP only costs that qualify as exit costs and therefore do not relate to the ongoing operations of the Company may be provided for. In addition, a number of specific criteria
also must be met before these costs that do qualify as exit costs can be recognized as an expense. Among these is the requirement that all the significant actions to be taken as part of the
reorganization must be identified along with their expected completion dates and the exit program must be approved and communicated by the balance sheet date. Costs that do not qualify as exit costs
are expensed when the obligation exists to pay cash or otherwise sacrifice assets. As of January 1, 2001 practically the same rules apply under Dutch GAAP.

This
item relates predominantly to the restructuring of Company's office product activities in the US and Europe, following the acquisition of Corporate Express in November 1999
and the subsequent merger with BTOPI, the Company's former US subsidiary. As explained in item c (GoodwillAcquisition of Corporate Express) of this note, under Dutch GAAP some
restructuring and integration provisions were recorded, and included in goodwill, that did not qualify for US GAAP. As a consequence, some restructuring and integration costs were expensed under US
GAAP whereas under Dutch GAAP these costs were deducted from provisions.

This
item also includes EUR 5 million of expenses relating to the integration of USOP which was recorded as goodwill under Dutch GAAP and expensed under US GAAP.

In
addition, EUR 8 million of expenses relating to a restructuring plan that was recorded under Dutch GAAP in 2001 was reversed under US GAAP. Part of the accrual for the
restructuring plan did not qualify for US GAAP and as a consequence these expenses will be recorded under US GAAP in 2002.

(g)  Capitalized software provision and capitalization of software development

The Company's former US subsidiary, BT Office Products Inc. initiated Project Millennium, a project designed to create a common system platform for
numerous processes in the Company, including distribution, warehousing, order entry, financing and human resources. In 1998, provisions amounting to EUR 26 million were made for future expenses
related to Project Millennium which did not qualify for US GAAP and thus reversed. In 2001, EUR 2 million of these provisions were utilized and therefor expensed under US GAAP (2000 EUR
11 million).

In
addition to the above, in 1998 for Dutch GAAP purposes, the Company capitalized certain costs related to Project Millennium. Certain of the capitalized software costs that do not
qualify for capitalization under US GAAP were reversed. These costs include consulting costs and internal salaries related to business process re-engineering activities as defined by EITF
97-13 and costs to determine the performance requirements of the system that qualify as costs of preliminary stage under SOP 98-1. In 1999, basically all capitalized software
costs were written off in the income statement for Dutch GAAP purposes as a result of the decision to use the software of Corporate Express. As these costs were written off in prior years for US GAAP
purposes, the write off for software costs has been reversed to arrive at US GAAP net income.

(h)  Forward currency contract and Collar and Available for Sale Securities

At December 31, 2000, the Company held approximately 5% of the share capital of Sappi Limited, a company incorporated in the Republic of South Africa.
Under Dutch GAAP the shares were valued at cost less a provision for permanent impairment of the value. Approximately 50% of the currency risk of the interest in Sappi was covered by a forward
currency contract and to safeguard the value of the interest in Sappi, a "zero cost collar' on the stock index in South Africa was taken out in 1999.

For
US GAAP purposes, this investment was considered available for sale securities and marked to market. The carrying value of the investment in Sappi at December 31, 2000 was EUR
55 million (1999 EUR 45 million) and the market value was EUR 100 million (1999 EUR 120 million). An unrealized gain of EUR 75 million in 1999 and an unrealized loss
of EUR 30 million in 2000 were recorded in Other Comprehensive Income, as part of Group equity.

For
US GAAP purposes, the currency hedge and collar were also marked to market. The market value of the hedge and collar at December 31, 2000 was negative EUR 24 million
(1999 negative EUR
44 million). An unrealized loss of EUR 44 million in 1999 and an unrealized gain of EUR 27 million in 2000 were recorded in Other Comprehensive Income.

In
2000 part of the collar was sold. The result thereon (loss of EUR 7 million) was included in income under US GAAP and deferred under Dutch GAAP.

In
2001, the interest in Sappi was sold and the currency hedge and the remaining collar terminated. The gain on this sale was EUR 7 million higher under USGAAP due to the deferral
of the loss on the sale of part of the collar in 2000 under Dutch GAAP.

(i)    Derivatives

The amount of EUR 51 million negative in Accumulative Other Comprehensive Income at December 31, 2001 is the market value of interest rate swaps
which are designated as cash flow hedges as defined under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" which became effective January 1, 2001 (see
Note 33). The adoption of SFAS No. 133 resulted in a cumulative pre-tax reduction of Other Comprehensive Income of EUR 13 million (EUR EUR 8 million net of
tax). In 2001 EUR 38 million was recorded as a reduction to of Other Comprehensive Income. In 2001 no gain or loss related to hedge ineffectiveness was recorded. The interest rate swaps were
entered into to hedge variable rate debt to fixed rate. The amount of EUR 51 million recorded in Other Comprehensive Income at December 31, 2001will affect earnings when the variable
rate interest for the periods being hedged affect earnings. An amount of EUR 28 million is expected to be reclassified to earnings in 2002.

The
EUR 3 million gain under USGAAP in 2001 consists of a loss of EUR 3 million on interest rate swaps and a gain of EUR 6 million on currency swaps for which no
hedge accounting could be applied.



(j) Deferred taxes

The Company recorded under Dutch GAAP valuation allowances on deferred tax assets for operating loss carryforwards. Under US GAAP, of these valuation allowances
EUR 163 million at December 31, 2001 and EUR 148 million at December 31, 2000 did not qualify and were thus reversed. The effect on net income under US GAAP was a gain of
EUR 10 million in 2001, nil in 2000 and a gain of EUR 21 million in 1999.

Furthermore,
deferred taxes on US GAAP adjustments negatively affected Group quity under US GAAP in the amount of EUR 13 million at December 31, 2001 and EUR
46 million at December 31, 2000. The effect on net income under US GAAP was a gain of EUR 20 million in 2001, EUR 50 million in 2000 and EUR 6 million in 1999.

The
components of deferred tax under USGAAP is as follows:

|                                         |  | December 31, |  
|---------------------------------------- |  | ------------ | -
|
|
|Deferred tax assets                      |  |              |  
|Restructuring and integration provisions |  | 126          |  
|Derivatives                              |  | 21           |  
|Tax loss carryforwards                   |  | 512          |  
|                                         |  |              |  
|Nominal deferred tax asset               |  | 659          |  
|Valuation allowances                     |  | (53          | )
|                                         |  |              |  
|Deferred tax asset                       |  | 606          |  
|                                         |  |              |  
|Deferred tax liabilities                 |  |              |  
|Fixed assets                             |  | (150         | )
|Pension                                  |  | (54          | )
|Other                                    |  | (174         | )
|                                         |  |              |  
|Deferred liabilities                     |  | (378         | )
|                                         |  |              |  
|Total                                    |  | 228          |  
|                                         |  |              |  

Under
US GAAP, liabilities of EUR 262 million at December 31, 2000 were classified as miscellaneous tax liabilities and not included in the schedule above.

(k) Pension

The Company has defined benefit plans for substantially all its employees in Europe. For its employees in the United States, the Company sponsors several defined
contribution plans. The benefits are in general based on years of service and average salary.

With
regard to the defined benefit plans, under US GAAP, SFAS 87 requires re-adjustment of the significant actuarial assumptions annually to reflect current market and
economic conditions. Additionally, only those accumulated gains or losses arising in the plan from a difference between the actual experience of the plan and the actuarial assumptions made, falling
outside ten percent of the greater of the projected benefit obligation or the market value of the assets, are being amortized.

This
method significantly differs from the accounting under Dutch GAAP, whereby a provision for pensions, which relates primarily to non-reinsured pension entitlements,
past-service premiums falling due in the future and commitments to former employees, is accrued at its present value. In accordance
with SFAS 87, the excess of plan assets over projected benefit obligation, as of January 1, 1989, the transition date is recognized as a part of periodic pension costs on a prospective basis.

Under
US GAAP, SFAS 132 requires the following disclosures by an employer that sponsors one or more defined benefit pension plans.

|                                                 |  | 2001 |   | 2000 |   | 1999 |  
|------------------------------------------------ |  | ---- | - | ---- | - | ---- | -
|
|Net periodic pension cost                        |  |      |   |      |   |      |  
|Service cost                                     |  | (13  | ) | (11  | ) | (12  | )
|Interest cost                                    |  | (36  | ) | (34  | ) | (32  | )
|Expected return on plan assets                   |  | 59   |   | 60   |   | 51   |  
|Curtailment gain                                 |  | 2    |   |     |   |     |  
|Net amortization and deferral and other expenses |  | (13  | ) | (11  | ) | (3   | )
|                                                 |  |      |   |      |   |      |  
|Net periodic pension costs under US GAAP         |  | (1   | ) | 4    |   | 4    |  
|                                                 |  |      |   |      |   |      |  

|                                               |  | December 31, |  
|---------------------------------------------- |  | ------------ | -
|
|Change in projected benefit obligation:        |  |              |  
|Benefit obligation at beginning of year        |  | (565         | )
|Service cost                                   |  | (13          | )
|Interest cost                                  |  | (36          | )
|Plan participant's contributions               |  | (3           | )
|Amendments                                     |  | (25          | )
|Actuarial gain/(loss)                          |  | (70          | )
|Benefits Paid                                  |  | 28           |  
|Other                                          |  | (3           | )
|                                               |  |              |  
|Projected benefit obligation at end of year    |  | (687         | )
|                                               |  |              |  
|Change in plan assets:                         |  |              |  
|Fair value of plan assets at beginning of year |  | 751          |  
|Actual return on plan assets                   |  | 33           |  
|Employer contribution                          |  | 6            |  
|Plan participants' contributions               |  | 3            |  
|Amendments                                     |  | 29           |  
|Benefits paid                                  |  | (27          | )
|Other                                          |  | 3            |  
|                                               |  |              |  
|Fair value of plan assets at end of year       |  | 798          |  
|                                               |  |              |  

|                                            |  | December 31, |  
|------------------------------------------- |  | ------------ | -
|
|Funded Status                               |  | 111          |  
|Unrecognized transition cost                |  | (16          | )
|Unrecognized prior service cost             |  | (4           | )
|Unrecognized net actuarial (gain)/loss      |  | 54           |  
|Other pension arrangements                  |  | (11          | )
|                                            |  |              |  
|Prepaid/(accrued) benefit cost              |  | 134          |  
|                                            |  |              |  
|Additional minimum liability at end of year |  | 1            |  
|Intangible asset                            |  |             |  
|                                            |  |              |  
|Reduction to equity                         |  | 1            |  
|                                            |  |              |  



Weighted average assumptions

|                               |  | 2001 |   | 2000 |   | 1999 |  
|------------------------------ |  | ---- | - | ---- | - | ---- | -
|Discount rate                  |  | 6.0  | % | 6.2  | % | 6.0  | %
|Expected return on plan assets |  | 7.7  | % | 7.9  | % | 7.9  | %
|Rate of compensation increase  |  | 3.6  | % | 3.6  | % | 3.1  | %
|Increase of state pension      |  | 2.6  | % | 2.5  | % | 2.0  | %
|Pension increases              |  | 2.5  | % | 2.6  | % | 2.1  | %

The
retirement plan in Germany is a non-contributory defined benefit plan covering substantially all employees. Benefits for retired employees or their beneficiaries of the
plans are based primarily on years of service and amounts per year of service.

(l) Dividends

Until 2000, the Company accrued for proposed dividends to be paid to shareholders at year-end, which is allowable under Dutch GAAP. Under US GAAP,
dividends are recorded after formal announcement to the shareholders.

From
2001, under Dutch GAAP the proposed dividend is no longer accrued and, as under USGAAP, recorded after formal announcement to the shareholders.

(m) Revenue recognition

This item includes revenues with respect to graphic machines sold to customers, and financed by external financing companies and for which repurchase guarantees
exist. Should the customer be declared in default, the respective financing company has a right of recourse against Buhrmann. Under US GAAP these types of revenues can only be recognized when the
right of recourse has ended.

With
effect from January 1, 2000, this item also includes sales of graphic machines of which installation has not yet occurred and/or not all performance obligations have been
completed, in accordance with Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101"), issued by the staff of the Securities and Exchange Commission in
December 1999. The cumulative effect of SAB 101 at January 1, 2000 was approximately EUR 6 million which was charged to net income in 2000. Under Dutch GAAP sales are in general
recognized when delivery takes place.

(n) Other

This category of reconciling items is other US GAAP adjustments related to subsidiaries of the Company.

US GAAP Additional Disclosures

Restructuring and integration plans

As
a consequence of the acquisition and subsequent integration of the businesses of Corporate Express, Samas and USOP and as a result of a slow down in its markets in 2001, the Company
introduced restructuring and integration plans of the office products operations in North America and Europe. The restructuring and integration plans include reductions in the number of staff, closure
and consolidation of sales offices and distribution centers, the closure of the BTOPI headoffice in Chicago, the migration of Corporate Express' order processing system ISIS into former BTOPI
warehouses and the harmonization of systems. Under these plans, the Company accrued in 2001 under US GAAP
approximately EUR 67 million for the costs associated with the restructuring which was recorded in income and EUR 129 million for integration which was included in goodwill.

The
movements in the restructuring provisions in 2001 under US GAAP was as follows:

|                             |  | Employee
costs |   | Write-down of
assets |   | Lease termination
and other closing
costs |   | Total |  
|---------------------------- |  | -------------- | - | -------------------- | - | ----------------------------------------- | - | ----- | -
|
|Balance at December 31, 2000 |  | 9              |   | 10                   |   | 7                                         |   | 26    |  
|Set-up                       |  | 45             |   |                     |   | 22                                        |   | 67    |  
|Cash utilization             |  | (26            | ) | (2                   | ) | (7                                        | ) | (35   | )
|Transfer to assets           |  |               |   | (8                   | ) |                                          |   | (8    | )
|Currency translation         |  | 1              |   | 1                    |   |                                          |   | 2     |  
|Balance at December 31, 2001 |  | 29             |   | 1                    |   | 22                                        |   | 52    |  

The
movements in the integration provisions in 2001 under US GAAP was as follows:

|                             |  | Employee
costs |   | Write-down of
assets |   | Lease termination
and other closing
costs |   | Total |  
|---------------------------- |  | -------------- | - | -------------------- | - | ----------------------------------------- | - | ----- | -
|
|Balance at December 31, 2000 |  | 19             |   | 10                   |   | 16                                        |   | 45    |  
|Set-up                       |  | 28             |   | 26                   |   | 75                                        |   | 129   |  
|Cash utilization             |  | (28            | ) | (5                   | ) | (59                                       | ) | (92   | )
|Transfer to assets           |  |               |   | (21                  | ) |                                          |   | (21   | )
|Currency translation         |  | 1              |   |                     |   | 1                                         |   | 2     |  
|Balance at December 31, 2001 |  | 20             |   | 10                   |   | 33                                        |   | 63    |  

Stock Options

For details about the Company's Stock Option Plans see Note 23 of the Consolidated Financial Statements.

If
the Company had elected to recognize compensation expense based on the fair value of the stock options at grant date as allowed by SFAS 123, "Accounting for Stock Based
Compensation," compensation expense of EUR 6 million, EUR 2 million and EUR 1 million would have been recorded for the years ended December 31, 2001, 2000 and 1999
respectively.

Net
income would have been reduced to the pro forma amounts indicated below:

|                                    |  | 2001  |   | 2000 |  | 1999
|----------------------------------- |  | ----- | - | ---- |  | ----
|
|US GAAP net income:                 |  |       |   |      |  |     
|As reported                         |  | 35    |   | 87   |  | 25  
|Pro forma                           |  | 29    |   | 85   |  | 24  
|US GAAP basic net income per share: |  |       |   |      |  |     
|As reported                         |  | 0.01  |   | 0.55 |  | 0.10
|Pro forma                           |  | (0.04 | ) | 0.53 |  | 0.09

Operating income and income from operations under US GAAP presentation

Under Dutch GAAP, certain non-recurring items were classified as extraordinary income or expenses. Under US GAAP, certain of these items did not meet
the criteria to be classified as such and thus were included in operating result. The income statement presented in the US GAAP format would result in a reclassification of extraordinary items to
operating income, as these items are neither unusual nor infrequent according to the US GAAP definition.

The
office products division of Corporate Express Nederland BV was sold in October 2001. Under Dutch GAAP the operating result of this division from April 2001 to
October 2001 of EUR 3 million negative is included in other financial results. Under US GAAP the operating result of this division for this period would be included in operating result.

The
gain on the sale of the Sappi shares in 2001 is included in extraordinary income under Dutch GAAP (EUR 20 million) and under US GAAP in income from operations (EUR
27 million).

Earnings per share

Basic earnings per share are computed by dividing result after deduction of dividend on Preference Shares by the weighted average number of Ordinary Shares
outstanding for the periods under review. Dividends paid to holders of Preference Shares A and C of EUR 34 million, EUR 33 million and EUR 17 million in 2001, 2000 and 1999
respectively, were deducted for the years presented. Fully diluted earnings per share assume that any dilutive convertible securities were converted at the beginning of each year and all options
outstanding at the end of the year were exercised, insofar as the average marketprice was higher than the average exercise price during the financial year of all outstanding options combined.

The
computation of basic and fully diluted earnings under US GAAP per Ordinary Share is as follows (in millions of euro, except per share data):

|                                                                                                                                          |  | 2001    |   | 2000   |   | 1999   |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | - | ------ | - | ------ | -
|Computation basic earnings per share                                                                                                      |  |         |   |        |   |        |  
|Net income                                                                                                                                |  | 35      |   | 87     |   | 25     |  
|Less dividends on Preference Shares A and C                                                                                               |  | (34     | ) | (33    | ) | (17    | )
|                                                                                                                                          |  |         |   |        |   |        |  
|Net income available to holders of Ordinary Shares                                                                                        |  | 1       |   | 54     |   | 8      |  
|Discontinued operations                                                                                                                   |  |        |   | 30     |   | 163    |  
|Extraordinary result from continuing operations                                                                                           |  |        |   |       |   | 3      |  
|                                                                                                                                          |  |         |   |        |   |        |  
|Income from continuing operations before extraordinary items after deduction of dividend on Preference Shares                             |  | 1       |   | 84     |   | 174    |  
|                                                                                                                                          |  |         |   |        |   |        |  
|Weighted average number of Ordinary Shares outstanding (thousands)                                                                        |  | 123,760 |   | 98,790 |   | 77,514 |  
|Basic earnings per share                                                                                                                  |  |         |   |        |   |        |  
|Income from continuing operations before extraordinary items                                                                              |  | 0.01    |   | 0.85   |   | 2.24   |  
|Extraordinary itemscontinuing operations                                                                                                 |  |        |   |       |   | (0.04  | )
|Discontinued operations                                                                                                                   |  |        |   | (0.30  | ) | (2.10  | )
|Net income                                                                                                                                |  | 0.01    |   | 0.55   |   | 0.10   |  
|Computation fully diluted earnings per share                                                                                              |  |         |   |        |   |        |  
|Net income available to holders of Ordinary Shares                                                                                        |  | 1       |   | 54     |   | 8      |  
|Add dividend on Preference Shares C                                                                                                       |  | 0       |   | 0      |   | 3      |  
|                                                                                                                                          |  |         |   |        |   |        |  
|Net income after deduction of dividend on Preference Shares after assuming dilution                                                       |  | 1       |   | 54     |   | 11     |  
|Discontinued operations                                                                                                                   |  |        |   | 30     |   | 163    |  
|Extraordinary result from continuing operations                                                                                           |  |        |   |       |   | 3      |  
|                                                                                                                                          |  |         |   |        |   |        |  
|Income from continuing operations before extraordinary items and after deduction of dividend on Preference Shares after assuming dilution |  | 1       |   | 84     |   | 177    |  
|                                                                                                                                          |  |         |   |        |   |        |  
|Computation weighted average number of Ordinary Shares outstanding on fully diluted basis (in thousands):                                 |  |         |   |        |   |        |  
|Weighted average number of Ordinary Shares outstanding                                                                                    |  | 123,760 |   | 98,790 |   | 77,514 |  
|Conversion of Preference Shares C                                                                                                         |  | 0       |   | 0      |   | 19,016 |  
|Exercise of option rights                                                                                                                 |  | 0       |   | 424    |   | 133    |  
|                                                                                                                                          |  |         |   |        |   |        |  
|                                                                                                                                          |  | 123,760 |   | 99,214 |   | 96,663 |  
|                                                                                                                                          |  |         |   |        |   |        |  

|                                                             |  | 2001 |  | 2000  |   | 1999  |  
|------------------------------------------------------------ |  | ---- |  | ----- | - | ----- | -
|Fully diluted earnings per share                             |  |      |  |       |   |       |  
|Income from continuing operations before extraordinary items |  | 0.01 |  | 0.85  |   | 1.83  |  
|Extraordinary itemscontinuing operations                    |  |     |  |      |   | (0.03 | )
|Discontinued operations                                      |  |     |  | (0.30 | ) | (1.69 | )
|Net income                                                   |  | 0.01 |  | 0.54  |   | 0.10  |  

In
the years ended December 31, 2001 and 2000, the conversion of 37,268 respectively 35,336 Preference Shares C outstanding were not included in the calculation of diluted
earnings per share because it would have an anti-dilutive effect on net income per Ordinary Share. The number of Ordinary Shares that would arise after conversion of the Preference shares
C at December 31, 2001 and 2000 was 21,893 and 20,403 respectively. The dividend on Preference Shares C was EUR 20 million and EUR 19 million for 2001 and 2000 respectively.

In
the year ended December 31, 2001 option rights exercisable were not included in the calculation of diluted earnings per share because they would have an
anti-dilutive effect on net income per Ordinary Share.

Consolidated Statements of Comprehensive Income

|                                       |                                                       | 2001 |     | 2000 |     | 1999 |    
|-------------------------------------- | ----------------------------------------------------- | ---- | --- | ---- | --- | ---- | ---
|
|Net Income US GAAP                     |                                                       | 35   |     | 87   |     | 25   |    
|Other comprehensive income net of tax: |                                                       |      |     |      |     |      |    
|                                       | Foreign currency translation adjustments              |      | 54  |      | 65  |      | (3 
|                                       | Unrealized gains and losses on marketable securities  |      | (45 | )    | (30 | )    | 75 
|                                       | Unrealized gains and losses on derivative instruments |      | (12 | )    | 27  |      | (44
|Minimum pension liability              |                                                       |     |     |     |     | (1   | )  
|                                       |                                                       |      |     |      |     |      |    
|Comprehensive Income                   |                                                       | 32   |     | 149  |     | 52   |    
|                                       |                                                       |      |     |      |     |      |    

Unrealized
gains and losses on derivative instruments in 2001 includes a tax benefit of EUR 21 million.

Consolidated Statement of Cash Flows

As permitted under Dutch GAAP changes in cash overdrafts as shown in Note 27 include changes in short term borrowings. Under US GAAP changes in cash
overdrafts should be included in financing activities.

Cash
paid for acquisitions in the cash flow statement represents the total cash paid for the acquired company (i.e., not net of cash received). Similarly cash received for divestments in
the cash flow statement represent the total cash receipt. The cash received/disposed of as part of acquisitions/disposals is included in the change of cash and cash equivalents as shown in
Note 27. Under US GAAP costs related to the integration of Group companies are expensed as incurred and are classified within operating activities, whereas under Dutch GAAP, payments for these
costs are included within investing activities.

Under
US GAAP the categories of the cash flow statement would be as follows:

|                                                                |  | 2001 |   | 2000 |   | 1999   |  
|--------------------------------------------------------------- |  | ---- | - | ---- | - | ------ | -
|
|Net cash provided by (used in) operating activities             |  | 261  |   | (92  | ) | 56     |  
|Net cash used in investing activities                           |  | (534 | ) | (159 | ) | (1,160 | )
|Net cash provided by financing activities                       |  | 316  |   | 265  |   | 1,081  |  
|(Decrease)/increase in liquid funds                             |  | 43   |   | 14   |   | (23    | )
|(Increase)/decrease in working capital:                         |  |      |   |      |   |        |  
|(Increase)/decrease inventories                                 |  | 85   |   | (106 | ) | (207   | )
|(Increase)/decrease accounts receivable                         |  | 208  |   | (230 | ) | (447   | )
|Increase/(decrease) accounts payable                            |  | (19  | ) | 207  |   | 326    |  
|(Increase)/decrease other receivables and liabilities           |  | (64  | ) | (163 | ) | 195    |  
|                                                                |  |      |   |      |   |        |  
|                                                                |  | 210  |   | (292 | ) | (133   | )
|                                                                |  |      |   |      |   |        |  
|Non-cash investing activities:                                  |  |      |   |      |   |        |  
|Assets and liabilities (net) acquired in a business combination |  | 203  |   | 35   |   | 325    |  
|Non-cash financing activities:                                  |  |      |   |      |   |        |  
|Redenomination par value shares                                 |  | 13   |   |     |   |       |  

33.  New accounting standards

Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS
No. 137 "Accounting for Derivative Instruments and Hedging ActivitiesDeferral of the Effective Date of FASB No. 133, an amendment of FASB Statement No. 133", and SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133". This statement requires that an entity recognizes all
derivatives as either assets or liabilities in the balance sheet and measures those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as:

Under
SFAS No. 133, the accounting for changes in the fair value of a derivative depends on its intended use and designation. For a fair value hedge, the gain or loss on the
derivative instrument is recognized in earnings in the period of change together with the offsetting gain or loss on the hedged item. For a cash flow hedge, the effective portion of the derivative
instrument's gain or loss is initially reported as a component of Other Comprehensive Income and subsequently reclassified into earnings when the hedged item affects earnings. For a foreign currency
hedge, the gain or loss on the derivative instrument is reported in Other Comprehensive Income or in earnings in the period of change, as appropriate. For all other items not designated as hedging
instruments, the gain or loss is recognized in earnings in the period of change.

The
adoption at January 1, 2001 of SFAS No. 133 resulted in a cumulative pre-tax reduction of Other Comprehensive Income of EUR 13.1 million which is
predominantly due the restatement of the carrying value of interest rate hedging instruments onto fair value, marked to market, prior to being reporting in earnings when the interest for the periods being hedged affect earnings. The interest rate swaps were designated as cash flow hedges.

For
those foreign exchange swaps that meet the hedge accounting criteria, the carrying value of foreign exchange swaps was restated at fair value, marked to market. The foreign exchange
swaps were designated as fair value hedges. This restatement did not lead to any material revaluation as these foreign exchange swaps were recorded at year-end foreign exchange rates in
the balance sheets. Like most companies, Buhrmann applies the portfolio hedging approach, which means that financing subsidiaries hedge the net position arising from the local operating companies.
With respect to SFAS No. 133, it is difficult to obtain hedge accounting for these transactions. Buhrmann decided not to obtain hedge accounting for these transactions and to accept some
volatility arising from the difference in valuating balance sheet items against spot rates and derivatives against forward rates.

The
derivative transactions and hedging relationships as described above would effect long-term debt, financing costs and other financial results under US GAAP.

In
September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesa replacement of
FASB Statement No. 125." This statement revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain financial statement
disclosures. This statement is effective for transactions occurring after March 31, 2001. Adoption of this replacement standard did not have a material effect on the Company's Consolidated
Financial Statements.

Effective
January 1, 2000 the Company adopted new guidance on revenue recognition as is described in Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial
Statements" ("SAB 101"), issued by the staff of the Securities and Exchange Commission in December 1999. In conformity with SAB 101, the Company recognizes sales of graphic machines under US
GAAP only when installation has occurred and all performance obligations have been completed. The cumulative effect of SAB 101 at January 1, 2000 was approximately EUR 6 million which
was charged to net income in 2000.

In
June 2001, SFAS No. 141 "Business Combinations" was issued which eliminates the pooling of interest method of accounting for business combinations and requires all
business combinations to be accounted for under the purchase method. SFAS No. 141 also further clarifies the criteria for recognition of intangible assets separately from goodwill.
SFAS 141 No. is effective for all business combinations initiated after June 30, 2001.

In
June 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued. SFAS No. 142 eliminates the amortization of goodwill and other intangible assets with
indefinite lives. However, SFAS No. 142 requires goodwill and other intangible assets to be tested at least annually for impairment. Separable other intangible assets that are not deemed to
have indefinite lives will continue to be amortized over their useful lives. SFAS No. 142 requires that the useful lives of separable other intangible assets be reassessed and the remaining
amortization periods adjusted. The Company will adopt the provisions of SFAS No. 142 effective January 1, 2002 to all goodwill and other intangible assets. Adoption of SFAS
No. 142 will result in elimination of amortization of goodwill which was under Dutch GAAP EUR 67 million, EUR 55 million and EUR 10 million for the years 2001, 2000 and
1999 respectively. Within six months after adoption of SFAS No. 142, goodwill must be initially tested for impairment and any impairment identified recorded as a cumulative effect of a change
in accounting principles that is charged directly to retained earnings. The Company has determined that the adoption of SFAS No. 142 will not result in an initial impairment of goodwill.

In
October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" was issued. SFAS No. 144 supercedes existing accounting
literature dealing with impairment and disposal of long-lived assets, including discontinued operations. The standard addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of. SFAS No. 144 is effective January 1, 2002. The
Company has not yet determined the impact of adoption of SFAS No. 144.

34.  Valuation and Qualifying accounts

|                                |  | Balance at the
beginning of
the period |  | Charges to
costs and
expenses |   | Utilization |   | Charged to
other
accounts* |   | Balance at
the end of
the period
|------------------------------- |  | -------------------------------------- |  | ----------------------------- | - | ----------- | - | -------------------------- | - | --------------------------------
|
|Year ended December 31, 2001    |  |                                        |  |                               |   |             |   |                            |   |                                 
|Allowance for doubtful accounts |  | 53                                     |  | 25                            |   | (24         | ) | 4                          |   | 58                              
|Inventory obsolescence reserve  |  | 51                                     |  | 13                            |   | (11         | ) | 3                          |   | 56                              
|Year ended December 31, 2000    |  |                                        |  |                               |   |             |   |                            |   |                                 
|Allowance for doubtful accounts |  | 74                                     |  | (3                            | ) | (16         | ) | (2                         | ) | 53                              
|Inventory obsolescence reserve  |  | 55                                     |  | 15                            |   | (18         | ) | (1                         | ) | 51                              
|Year ended December 31, 1999    |  |                                        |  |                               |   |             |   |                            |   |                                 
|Allowance for doubtful accounts |  | 47                                     |  | 10                            |   | (9          | ) | 26                         |   | 74                              
|Inventory obsolescence reserve  |  | 32                                     |  | 6                             |   | (4          | ) | 21                         |   | 55                              

---





35.  Supplemental Guarantor Information

As part of the Credit Agreement of the Senior Subordinated Notes as well as the Senior Credit Facility, Buhrmann NV and certain subsidiaries of Buhrmann NV act as
guarantors. Presented below is consolidating information for Buhrmann US Inc. the issuer of the debt, Buhrmann NV the parent guarantor of the debt, the guarantor subsidiaries of Buhrmann NV
(listed below), and the non guarantor subsidiaries of Buhrmann NV. All of the subsidiary guarantors are wholly owned subsidiaries of Buhrmann NV. Pursuant to the indentures and the notes, Buhrmann NV
and their subsidiary guarantors jointly, severally, fully and unconditionally guarantee Buhrmann US Inc's debt securities.

Most
reconciling items from Dutch GAAP to US GAAP as detailed in Note 32 related to the operating activities of the guarantors. The goodwill adjustment (a) relates in part
to the non-guarantor subsidiaries. The deferred revenue adjustment (k) substantially relates to non-guarantors. The US GAAP adjustment to the guarantor and
non-guarantor column would reduce net income in for the year 2001 by EUR 28 million and increase income by EUR 8 million respectively (2000: reduction of EUR
106 million and EUR 28 million, 1999: reduction of EUR 1 million and EUR 57 million). The US GAAP adjustment would increase the guarantor equity at December 31, 2001
by EUR 497 million and decrease non-guarantor equity by EUR 11 million. (2000: increase of EUR 647 million and decrease of EUR 21 million respectively).

GUARANTORS
as of December, 31 2001

1.    Buhrmann entities:

a)    U.S.A.

ASAP
Software Express, Inc.
BTOP USA Corp.
BTOPI Holding (U.S.)
Buhrmann Swaps, Inc.
Corporate Express Delivery SystemsExpedited, Inc.
Corporate Express Document & Print Management Inc.
Corporate Express of Texas, Inc.
Corporate Express Office Products, Inc.
Corporate Express Philadelphia Real Estate, Inc.
Corporate Express Promotional Marketing, Inc.
Corporate Express Real Estate, Inc.
Corporate Express, Inc.
Distribution Resources Co.
Kelly Paper Company
License Technologies Group, Inc.

b)    The Netherlands

Brabantse
Poort B.V.
Bouwmaatschappij Het Wapen van Amsterdam N.V.
Buhrmann N.V.
Buhrmann Financieringen B.V.
Buhrmann Fined B.V.
Buhrmann II B.V.
Buhrmann International B.V.
Buhrmann Nederland B.V. Buhrmann Nederland Holding B.V.
Buhrmann Office Products Austria B.V.
Buhrmann Office Products Nederland BV
Buhrmann Stafdiensten B.V.
Bührmann-Ubbens B.V.
Corporate Express Document Automatisering B.V.
Corporate Express Europe B.V.
Corporate Express Holding B.V.
Deutschmann & Roelants B.V.
DocVision B.V.
KNP Nederland (Holding) B.V.
KNP Nederland B.V.
Papiergroothandel v/h Riem & Honig B.V.
Papiermaatschappij Amsterdam-West B.V.
Proost en Brandt B.V.
Rhosili Amsterdam C.V.
Riem en Honig Beheer B.V.
Store Office Paper B.V.
Tetterode-Nederland B.V.
Tricom Paper International B.V.
Velpa Enveloppen B.V.
VRG Insurances B.V.

c)    Germany

Buhrmann
Beteiligungen Deutschland GmbH
Buhrmann Holding GmbH & Co. KG
Buhrmann Holding Verwaltungs GmbH
Corporate Express Deutschland GmbH
Corporate Express Deutschland GmbH & Co. Vertriebs KG
Corporate Express GmbH
Corporate Express Verwaltungs GmbH
Deutsche Papier Grundstücks GmbH & Co. KG
Deutsche Papier Holding GmbH
Deutsche Papier Vertriebs GmbH
FSMA Verwaltungs-und Beteiligungs GmbH
Joseph Fröhlen PapiergrosshandlungWilli Reddemann Import Export GmbH

d)    England

Adhesive
and Display Products Ltd.
Buhrmann UK Ltd.
Burhmann Paper UK Ltd.
Contract Paper Ltd.
Copygraphic Plc.
Corporate Express (Holdings) Ltd.
Corporate Express Ltd.
Corporate Express UK Ltd.
Howard Smith Paper Ltd.
Pinnacle Film & Board Sales Ltd.
Ramchester Furnishings International Ltd.
Robert Horne Group Plc. Robert Horne UK Plc
Savory Paper Ltd.
The Howard Smith Paper Group Ltd.
The M6 Paper Group Ltd.
Trade Paper Ltd.
W. Lunnon & Company Ltd.

e)    Belgium:

Buhrmann
Europcenter NV



Buhrmann NV Consolidated Balance Sheet December 31, 2001

|                                |  | Guarantor |   |        |   |        |   |      
|------------------------------- |  | --------- | - | ------ | - | ------ | - | -----
|
|
|Fixed assets                    |  |           |   |        |   |        |   |      
|Intangible Fixed assets         |  |          |   |       |   | 2,195  |   | 489  
|Tangible fixed assets           |  |          |   |       |   | 587    |   | 126  
|Financial fixed assets          |  | 33        |   |       |   | 501    |   | 101  
|                                |  | 33        |   |       |   | 3,283  |   | 716  
|Group Participations            |  |          |   | 956    |   |       |   |     
|Current assets                  |  |           |   |        |   |        |   |      
|Inventories                     |  |          |   |       |   | 556    |   | 200  
|Accounts receivable             |  |          |   |       |   | 1,288  |   | 542  
|Other receivables               |  |          |   | 68     |   | 342    |   | 54   
|                                |  |          |   | 68     |   | 2,186  |   | 796  
|Cash                            |  |          |   |       |   | 117    |   | 13   
|Total assets                    |  | 33        |   | 1,024  |   | 5,586  |   | 1,525
|Group equity                    |  |           |   |        |   |        |   |      
|Common shares                   |  |          |   | 157    |   |       |   |     
|Preference Shares               |  |          |   | 64     |   |       |   |     
|Additional paid in              |  |          |   | 1,993  |   |       |   |     
|Other reserves                  |  | 2,395     |   | 379    |   | (2,010 | ) | 571  
|Undistributed profit            |  |           |   | 41     |   |        |   |      
|Minority interest               |  |          |   |       |   |       |   | 37   
|                                |  | 2,395     |   | 2,634  |   | (2,010 | ) | 608  
|Provisions                      |  |           |   |        |   |        |   |      
|Pensions                        |  |          |   |       |   | 15     |   | 10   
|Deferred taxes                  |  | 4         |   | 8      |   | 324    |   | 4    
|Other                           |  |          |   |       |   | 62     |   | 18   
|                                |  | 4         |   | 8      |   | 401    |   | 32   
|Long term liabilities           |  |           |   |        |   |        |   |      
|Subordinated loans and loans    |  | 1,757     |   |       |   |       |   | 302  
|Intercompany financing          |  | (4,180    | ) | (1,632 | ) | 5,741  |   | 71   
|                                |  | (2,423    | ) | (1,632 | ) | 5,741  |   | 373  
|Current liabilities             |  |           |   |        |   |        |   |      
|Current portion long term loans |  | 33        |   |       |   | 6      |   | 5    
|Bank overdrafts                 |  |          |   |       |   | 31     |   |     
|Accounts payable                |  |          |   |       |   | 998    |   | 346  
|Other liabilities               |  | 24        |   | 14     |   | 419    |   | 161  
|                                |  | 57        |   | 14     |   | 1,454  |   | 512  
|Group Equity and liabilities    |  | 33        |   | 1,024  |   | 5,586  |   | 1,525



Buhrmann NV Consolidated Balance Sheet December 31, 2000

|                                |  | Guarantor |   |        |   |        |   |      
|------------------------------- |  | --------- | - | ------ | - | ------ | - | -----
|
|
|Fixed assets                    |  |           |   |        |   |        |   |      
|Intangible Fixed assets         |  |          |   |       |   | 1,933  |   | 262  
|Tangible fixed assets           |  |          |   |       |   | 498    |   | 130  
|Financial fixed assets          |  | 51        |   |       |   | 313    |   | 124  
|                                |  | 51        |   |       |   | 2,743  |   | 516  
|Group Participations            |  |          |   | 832    |   |       |   |     
|Current assets                  |  |           |   |        |   |        |   |      
|Inventories                     |  |          |   |       |   | 551    |   | 233  
|Accounts receivable             |  |          |   |       |   | 1,247  |   | 622  
|Other receivables               |  |          |   | 1      |   | 329    |   | 75   
|                                |  |          |   | 1      |   | 2,126  |   | 930  
|Cash                            |  |          |   |       |   | 57     |   | 24   
|Total assets                    |  | 51        |   | 833    |   | 4,927  |   | 1,470
|Group equity                    |  |           |   |        |   |        |   |      
|Common shares                   |  |          |   | 116    |   |       |   |     
|Preference Shares               |  |          |   | 61     |   |       |   |     
|Additional paid in              |  |          |   | 1,347  |   |       |   |     
|Other reserves                  |  | 1,980     |   | 185    |   | (1,811 | ) | 663  
|Undistributed profit            |  |           |   | 207    |   |        |   |      
|Minority interest               |  |          |   |       |   |       |   | 32   
|                                |  | 1,980     |   | 1,916  |   | (1,811 | ) | 695  
|Provisions                      |  |           |   |        |   |        |   |      
|Pensions                        |  |          |   |       |   | 16     |   | 9    
|Deferred taxes                  |  | 8         |   |       |   | 236    |   | (1   
|Other                           |  |          |   |       |   | 92     |   | 22   
|                                |  | 8         |   |       |   | 344    |   | 30   
|Long term liabilities           |  |           |   |        |   |        |   |      
|Subordinated loans and loans    |  | 1,789     |   |       |   | 18     |   | 263  
|Intercompany financing          |  | (3,805    | ) | (1,097 | ) | 5,112  |   | (210 
|                                |  | (2,016    | ) | (1,097 | ) | 5,130  |   | 53   
|Current liabilities             |  |           |   |        |   |        |   |      
|Current portion long term loans |  |          |   |       |   | 27     |   | 64   
|Bank overdrafts                 |  | 47        |   |       |   |       |   | 81   
|Accounts payable                |  |          |   |       |   | 908    |   | 337  
|Other liabilities               |  | 32        |   | 14     |   | 329    |   | 210  
|                                |  | 79        |   | 14     |   | 1,264  |   | 692  
|Group Equity and liabilities    |  | 51        |   | 833    |   | 4,927  |   | 1,470



Buhrmann NV Consolidated Statement of Income December 31, 2001

|                                    |  | Guarantor |   |     |   |        |   |        |  
|----------------------------------- |  | --------- | - | --- | - | ------ | - | ------ | -
|
|
|Net sales                           |  |          |   |    |   | 8,106  |   | 2,302  |  
|Consumables                         |  |          |   |    |   | (5,939 | ) | (1,763 | )
|Work subcontracted out              |  |          |   |    |   | (238   | ) | (72    | )
|Added value                         |  |          |   |    |   | 1,929  |   | 467    |  
|Labor costs                         |  |          |   |    |   | (1,150 | ) | (240   | )
|Other operating costs               |  | (1        | ) |    |   | (389   | ) | (99    | )
|Depreciation and amortization       |  |          |   |    |   | (146   | ) | (30    | )
|Operating costs                     |  | (1        | ) |    |   | (1,685 | ) | (369   | )
|Operating result                    |  | (1        | ) |    |   | 244    |   | 98     |  
|Net financing costs                 |  | 156       |   | 91  |   | (468   | ) | 11     |  
|Income from operations before taxes |  | 155       |   | 91  |   | (224   | ) | 109    |  
|Taxes                               |  | (61       | ) | (28 | ) | 125    |   | (60    | )
|Other financial results             |  |          |   |    |   |       |   | (3     | )
|Minority interest                   |  |          |   |    |   |       |   | (9     | )
|Result subsidiaries                 |  | (76       | ) | 32  |   |       |   |       |  
|Income from continuing operations   |  | 18        |   | 95  |   | (99    | ) | 37     |  
|Discontinued operations:            |  |           |   |     |   |        |   |        |  
|Income from discontinued operations |  |          |   |    |   |       |   |       |  
|Result on disposal discontinued     |  |          |   |    |   |       |   |       |  
|Extraordinary results discontinued  |  |          |   |    |   |       |   |       |  
|Extraordinary result continued      |  |          |   |    |   | (12    | ) |        |  
|Extraordinary result subsidiaries   |  | (23       | ) | (40 | ) |       |   |        |  
|Net income                          |  | (5        | ) | 55  |   | (111   | ) | 37     |  





Buhrmann NV Consolidated Statement of Income December 31, 2000

|                                    |  | Guarantor |   |     |   |        |   |        |  
|----------------------------------- |  | --------- | - | --- | - | ------ | - | ------ | -
|
|
|Net sales                           |  |          |   |    |   | 7,225  |   | 2,378  |  
|Consumables                         |  |          |   |    |   | (5,183 | ) | (1,821 | )
|Work subcontracted out              |  |          |   |    |   | (209   | ) | (49    | )
|Added value                         |  |          |   |    |   | 1,833  |   | 508    |  
|Labor costs                         |  |          |   |    |   | (1,009 | ) | (237   | )
|Other operating costs               |  | (1        | ) |    |   | (340   | ) | (95    | )
|Depreciation and amortization       |  |          |   |    |   | (142   | ) | (26    | )
|Operating costs                     |  | (1        | ) |    |   | (1,491 | ) | (358   | )
|Operating result                    |  | (1        | ) |    |   | 342    |   | 150    |  
|Net financing costs                 |  | 123       |   | 46  |   | (354   | ) | (36    | )
|Income from operations before taxes |  | 122       |   | 46  |   | (12    | ) | 114    |  
|Taxes                               |  | (50       | ) | (13 | ) | 52     |   | (44    | )
|Other financial results             |  |          |   |    |   | 5      |   |       |  
|Minority interest                   |  |          |   |    |   |       |   | (9     | )
|Result subsidiaries                 |  | 29        |   | 178 |   |       |   |       |  
|Income from continuing operations   |  | 101       |   | 211 |   | 45     |   | 61     |  
|Discontinued operations:            |  |           |   |     |   |        |   |        |  
|Income from discontinued operations |  |          |   |    |   |       |   |       |  
|Result on disposal discontinued     |  |          |   | (3  | ) |       |   | (3     | )
|Extraordinary results discontinued  |  |          |   |    |   |       |   |       |  
|Extraordinary result continued      |  |          |   |    |   | 20     |   | (7     | )
|Extraordinary result subsidiaries   |  |          |   | 13  |   |       |   |       |  
|Net income                          |  | 101       |   | 221 |   | 65     |   | 51     |  



Buhrmann NV Consolidated Statement of Income December 31, 1999

|                                    |  | Guarantor |   |     |   |        |   |        |  
|----------------------------------- |  | --------- | - | --- | - | ------ | - | ------ | -
|
|
|Net sales                           |  |          |   |    |   | 3,873  |   | 1,410  |  
|Consumables                         |  |          |   |    |   | (2,868 | ) | (1,081 | )
|Work subcontracted out              |  |          |   |    |   | (113   | ) | (32    | )
|Added value                         |  |          |   |    |   | 892    |   | 297    |  
|Labor costs                         |  |          |   |    |   | (514   | ) | (143   | )
|Other operating costs               |  |          |   |    |   | (205   | ) | (62    | )
|Depreciation and amortization       |  |          |   |    |   | (28    | ) | (37    | )
|Operating costs                     |  |          |   |    |   | (747   | ) | (242   | )
|Operating result                    |  |          |   |    |   | 145    |   | 55     |  
|Net financing costs                 |  | 5         |   | 15  |   | (6     | ) | (60    | )
|Income from operations before taxes |  | 5         |   | 15  |   | 139    |   | (5     | )
|Taxes                               |  | (2        | ) | (5  | ) | (3     | ) | (21    | )
|Other financial results             |  |          |   |    |   | 9      |   | 3      |  
|Minority interest                   |  |          |   |    |   |       |   | (1     | )
|Result subsidiaries                 |  | 19        |   | 128 |   |       |   |       |  
|Income from continuing operations   |  | 22        |   | 138 |   | 145    |   | (24    | )
|Discontinued operations:            |  |           |   |     |   |        |   |        |  
|Income from discontinued operations |  |          |   |    |   |       |   | 3      |  
|Result on disposal discontinued     |  |          |   |    |   |       |   | (119   | )
|Extraordinary results discontinued  |  |          |   |    |   |       |   |       |  
|Extraordinary result continued      |  |          |   |    |   | 65     |   |       |  
|Extraordinary result subsidiaries   |  | (28       | ) | (55 | ) |       |   |       |  
|Net income                          |  | (6        | ) | 83  |   | 210    |   | (140   | )



Buhrmann NV Consolidated Cash Flow Statement December 31, 2001

|                                                                |  | Guarantor |   |      |   |      |   |     |  
|--------------------------------------------------------------- |  | --------- | - | ---- | - | ---- | - | --- | -
|
|
|Cash flows from operating activities                            |  |           |   |      |   |      |   |     |  
|Operating result                                                |  | (1        | ) |     |   | 244  |   | 98  |  
|Adjustments for:                                                |  |           |   |      |   |      |   |     |  
|Depreciation and amortization                                   |  |          |   |     |   | 146  |   | 30  |  
|Addition to/(release of) provisions                             |  |          |   |     |   |      |   | 13  |  
|(Increase)/decrease working capital                             |  | (11       | ) |     |   | 155  |   | 63  |  
|Other operational receipts/(payments):                          |  |           |   |      |   |      |   |     |  
|Interest paid                                                   |  | 171       |   | 79   |   | (464 | ) | 12  |  
|Profit tax paid                                                 |  |          |   |     |   | (19  | ) | (8  | )
|Payments charged to provisions                                  |  |          |   |     |   | (28  | ) | (11 | )
|Net cash provided by operating activities                       |  | 159       |   | 79   |   | 34   |   | 197 |  
|Cash flows from investing activities                            |  |           |   |      |   |      |   |     |  
|Net investments in tangible fixed assets                        |  |          |   |     |   | (102 | ) | (25 | )
|Acquisition of group companies and participations               |  |          |   |     |   | (578 | ) |    |  
|Payments related to integration of Group companies              |  |          |   |     |   | (208 | ) |    |  
|Divestment of Group companies and participations                |  |          |   |     |   | 147  |   |    |  
|Net cash provided by investing activities                       |  |          |   |     |   | (741 | ) | (25 | )
|Cash flows from financing activities                            |  |           |   |      |   |      |   |     |  
|Ordinary Shares issued                                          |  |          |   | 665  |   |     |   |    |  
|Dividend payments                                               |  |          |   | (60  | ) |     |   |    |  
|Payment to and repurchase of interests of minority shareholders |  |          |   |      |   |     |   | (2  | )
|Paid financing fees                                             |  |          |   |     |   | (13  | ) |    |  
|IC Loans                                                        |  | (112      | ) | (684 | ) | 920  |   |    |  
|Drawn long-term debt                                            |  |          |   |     |   | 407  |   |    |  
|Repayment of long-term debt                                     |  |          |   |     |   | (577 | ) |    |  
|Net cash used by financing activities                           |  | (112      | ) | (79  | ) | 737  |   | (2  | )
|(Decrease)/Increase liquid funds                                |  | 47        |   |     |   | 30   |   | 46  |  





Buhrmann NV Consolidated Cash Flow Statement December 31, 2000

|                                                   |  | Guarantor |   |      |   |      |   |      |  
|-------------------------------------------------- |  | --------- | - | ---- | - | ---- | - | ---- | -
|
|
|Cash flows from operating activities               |  |           |   |      |   |      |   |      |  
|Operating result                                   |  | (1        | ) |     |   | 345  |   | 146  |  
|Adjustments for:                                   |  |           |   |      |   |      |   |      |  
|Depreciation and amortization                      |  |          |   |     |   | 145  |   | 22   |  
|Addition to/(release of) provisions                |  |          |   |     |   | (29  | ) |     |  
|(Increase)/decrease working capital                |  | 33        |   |     |   | (269 | ) | (58  | )
|Other operational receipts/(payments):             |  |           |   |      |   |      |   |      |  
|Interest paid                                      |  | 112       |   | 46   |   | (355 | ) | (14  | )
|Profit tax paid                                    |  |          |   |     |   | (27  | ) | (12  | )
|Payments charged to provisions                     |  |          |   |     |   | (20  | ) |     |  
|Net cash provided by operating activities          |  | 144       |   | 46   |   | (210 | ) | 84   |  
|Cash flows from investing activities               |  |           |   |      |   |      |   |      |  
|Investments in tangible fixed assets               |  |          |   |     |   | (105 | ) | (17  | )
|Acquisition of group companies and participations  |  |          |   |     |   | (113 | ) |     |  
|Payments related to integration of Group companies |  |          |   |     |   | (158 | ) |     |  
|Divestment of group companies and participations   |  |          |   |     |   | 76   |   |     |  
|Net cash provided by investing activities          |  |          |   |     |   | (300 | ) | (17  | )
|Cash flows from financing activities               |  |           |   |      |   |      |   |      |  
|Shares issued                                      |  |          |   | 172  |   |     |   |     |  
|Dividend payments                                  |  |          |   | (53  | ) |     |   |     |  
|Surplus Pension Fund                               |  |          |   |     |   | 31   |   |     |  
|Payment to minority shareholders                   |  |          |   |     |   |     |   | (2   | )
|IC Loans                                           |  | (191      | ) | (165 | ) | 568  |   | (212 | )
|Repayment (Drawn) long term debt (net)             |  |          |   |     |   | (136 | ) | 151  |  
|Net cash used by financing activities              |  | (191      | ) | (46  | ) | 463  |   | (63  | )
|(Decrease)/Increase liquid funds                   |  | (47       | ) |     |   | (47  | ) | 4    |  



Buhrmann NV Consolidated Cash Flow Statement December 31, 1999

|                                                  |  | Guarantor |   |      |   |        |   |     |  
|------------------------------------------------- |  | --------- | - | ---- | - | ------ | - | --- | -
|
|
|Cash flows from operating activities              |  |           |   |      |   |        |   |     |  
|Operating result                                  |  |          |   |     |   | 145    |   | 55  |  
|Adjustments for:                                  |  |           |   |      |   |        |   |     |  
|Depreciation and amortization                     |  |          |   |     |   | 52     |   | 13  |  
|Addition to/(release of) provisions               |  |          |   |     |   | (12    | ) |    |  
|(Increase)/decrease working capital               |  | (1        | ) |     |   | (61    | ) | (74 | )
|Other operational receipts/(payments):            |  |           |   |      |   |        |   |     |  
|Interest paid                                     |  | 5         |   | 15   |   | (22    | ) | (30 | )
|Profit tax paid                                   |  |          |   |     |   | (12    | ) | 2   |  
|Payments charged to provisions                    |  |          |   |     |   | (23    | ) |    |  
|Net cash provided by operating activities         |  | 4         |   | 15   |   | 67     |   | (34 | )
|Cash flows from investing activities              |  |           |   |      |   |        |   |     |  
|Investments in tangible fixed assets              |  |          |   |     |   | (49    | ) | (26 | )
|Acquisition of group companies and participations |  |          |   |     |   | (1,279 | ) |    |  
|Divestment of group companies and participations  |  |          |   |     |   | 165    |   |    |  
|Net cash provided by investing activities         |  |          |   |     |   | (1,163 | ) | (26 | )
|Cash flows from financing activities              |  |           |   |      |   |        |   |     |  
|Shares issued                                     |  |          |   | 602  |   |       |   |    |  
|Dividend payments                                 |  |          |   | (39  | ) |       |   |    |  
|IC Loans                                          |  | (1,589    | ) | (578 | ) | 2,098  |   | 69  |  
|Repayment (Drawn) long term debt (net)            |  | 1,585     |   |     |   | (989   | ) | (6  | )
|Net cash used by financing activities             |  | (4        | ) | (15  | ) | 1,109  |   | 63  |  
|(Decrease)/Increase liquid funds                  |  |          |   |     |   | 13     |   | 3   |  





ITEM 19    EXHIBITS

|Exhibit Number |  | Description of Exhibits                                                                                                                                                                                                                                                                                                                          
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1**          |  | Articles of Association of Buhrmann NV, as amended, dated June 12, 2001.                                                                                                                                                                                                                                                                         
|4.18*          |  | Indenture dated as of October 29, 1999 for the 121/4% Senior Subordinated Notes due 2009 among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listed therein and The Bank of New York, as trustee (including
form of note).                                                                                                   
|4.2*           |  | First Supplemental Indenture dated as of January 31, 2000 for the 121/4% Senior Subordinated Notes due 2009 by and among the Additional Guarantors, the Guarantors under the Indenture, Buhrmann US Inc. and the Bank of New
York, as Trustee.                                                                                                   
|4.3*           |  | Registration Rights Agreement dated October 29, 1999 for the 121/4% Senior Subordinated Notes due 2009 among Buhrmann US Inc, Buhrmann NV and the other guarantors listed therein and Deutsche Bank Securities Inc., Paribas
Corporation and ABN AMRO Incorporated as initial purchasers.                                                        
|4.4*           |  | Guarantee of the 121/4% Senior Subordinated Notes due 2009 dated October 29, 1999 among the German Guarantors listed therein.                                                                                                                                                                                                                    
|4.5*           |  | Asset Purchase Agreement, dated March 5, 2001, by and among Corporate Express Office Products, Inc., Atlantic Acquisition Corporation, U.S. Office Products Company and various USOP subsidiaries (incorporated by reference to Exhibit 99 filed with U.S.
Office Product's Current Report on Form 8-K dated March 12, 2001, File No. 000-25372).
|8.1            |  | List of Major Subsidiaries of Buhrmann NV.                                                                                                                                                                                                                                                                                                       
|10.1*          |  | Agreement and Plan of Merger, dated July 13, 1999 among Buhrmann NV, North Acquisition Corporation and Corporate Express, Inc. (incorporated by reference to Exhibit 99.2 filed with Corporate Express' Current Report on Form 8-K dated July 13,
1999).                                                                                         
|10.2*          |  | First Amendment to Agreement and Plan of Merger, dated as of September 24, 1999 among Buhrmann NV, North Acquisition Corporation and Corporate Express, Inc. (incorporated by reference to Exhibit 99.2 filed with Corporate Express' Current Report on
Form 8-K dated October 1, 1999).                                                         
|10.3*          |  | Stock Purchase Agreement, dated as of September 3, 1999 by and between Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.                                                                                                                                                            
|10.4*          |  | Amendment No. 1 to Stock Purchase Agreement, dated October 26, 1999 among Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.                                                                                                                                                         
|10.5*          |  | Purchase Agreement dated October 26, 1999 for the 121/4% Senior Subordinated Notes due 2009 by and among Buhrmann NV, Buhrmann US Inc. and Deutsche Bank Securities Inc., Paribas Corporation and ABN AMRO Incorporated as
initial purchasers.                                                                                                   
|10.6*          |  | Credit Agreement, dated October 26, 1999 by and among Buhrmann NV, as guarantor, Buhrmann US Inc., as Borrower, various lenders, Deutsche Bank Securities Inc., as Lead Lender and Sole Book Manager, Paribas, as Syndication Agent, ABN AMRO Bank N.V.,
as Documentation Agent, and Bankers Trust Company, as Administrative Agent.             
|               |  |                                                                                                                                                                                                                                                                                                                                                  

|10.7**   |  | First Amendment to Credit Agreement, dated August 4, 2000, by and among Buhrmann NV, as guarantor, Buhrmann US Inc., as Borrower, various lenders, Deutsche Bank Securities Inc., as Lead Lender and Sole Book Manager, Paribas, as Syndication Agent, ABN
AMRO Bank N.V., as Documentation Agent, and Bankers Trust Company, as Administrative Agent.    
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8**   |  | Second Amendment to Credit Agreement, dated January 26, 2001 by and among Buhrmann NV, as guarantor, Buhrmann US Inc., as Borrower, various lenders, Deutsche Bank Securities Inc., as Lead Lender and Sole Book Manager, Paribas, as Syndication Agent,
ABN AMRO Bank N.V., as Documentation Agent, and Bankers Trust Company, as Administrative Agent.  
|10.9     |  | Third Amendment to Credit Agreement, dated October 4, 2001 by and among Buhrmann NV, as guarantor, Buhrmann US Inc., as Borrower, various lenders, Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Manager, Paribas, as Syndication Agent,
ABN AMRO Bank N.V., as Documentation Agent, and Bankers Trust Company, as Administrative Agent.  
|10.10    |  | Fourth Amendment to Credit Agreement, dated December 3, 2001 by and among Buhrmann NV, as guarantor, Buhrmann US Inc., as Borrower, various lenders, Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Manager, Paribas, as Syndication Agent,
ABN AMRO Bank N.V., as Documentation Agent, and Bankers Trust Company, as Administrative Agent.
|10.11**  |  | Guaranty dated as of October 26, 1999 made by each of the guarantors party thereto.                                                                                                                                                                                                                                                                       
|10.12*   |  | Pledge Agreement dated as of October 26, 1999 made by each of the pledgors party thereto to Bankers Trust Company, as Collateral Agent for the benefit of the secured creditors under the senior credit facility for the benefit of the secured creditors
under the senior credit facility.                                                               
|10.13*   |  | Security Agreement dated as of October 26, 1999 among Buhrmann NV, Buhrmann US Inc., certain subsidiaries and affiliates of Buhrmann US Inc. and Bankers Trust Company as Collateral Agent.                                                                                                                                                               
|10.14*   |  | Underwriting Agreement dated November 15, 1999 by Buhrmann BV and Deutsche Bank AG London and the other managers listed therein offering 19,047,620 Ordinary Shares with a nominal value of NLG 2.50 per share.                                                                                                                                           
|10.15*** |  | Underwriting Agreement dated November 15, 1999 between Sappi Limited and Buhrmann International B.V., Morgan Stanley & Co. International Limited and the other underwriters listed therein (incorporated by reference to Exhibit 1.1 filed with Sappi
Limited's Amendment No. 2 to Form F-1 dated November 12 1999, File No. 333-11006).                  
|10.16*   |  | Master Agreement dated March 1, 1994 between Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) and NV Koninklijke KNP BT (KNP BT).                                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                           

|10.17*** |  | Share Purchase Agreement dated May 11, 1998 between N.V. Koninklijke KNP BT, KNP Nederland B.V., Gelderland Tielens Papierfabrieken B.V., KNP BT Beteiligungen Deutschland GmbH, KNP BEL 7 B.V., KNP BEL 9 B.V., KNP BT UK Ltd., KNP BT International B.V.,
 KNP BT France S.A., Explotatiemaatschappij BHK B.V., Bitupa B.V., Gerhard Loeber B.V., Papiermaatschappij Amsterdam-West B.V. as vendors and Packaging International B.V as purchaser. Portions of this Agreement are subject to a request for
confidential treatment (incorporated by reference to Exhibit 10.6 filed with Kappa Beheer B.V.'s Amendment No. 1 to Registration Statement on Form F-4 dated December 3, 1999, File No. 333-11044).
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18*** |  | Deposit Agreement dated as of December 21, 1993, Amended and Restated as of September 20, 2001 by and among Buhrmann NV and The Bank of New York as Depositary and Owners and Holders of American Depositary Receipts (incorporated by reference to Post
Effective Amendment No. 1 to the Form F-6 Registration Statement filed with the Securities and Exchange Commission on August 24, 2001).                                                                                                                                                                                                                                                                                                               

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |  | BUHRMANN NV
| |  | -----------
| |  | By:        
| |  | By:        

Dated:
May 17, 2002