<PAGE>
                                 UNITED STATES
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549

                                   ---------

                                   FORM 10-Q
 
         (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
 
                 For the quarterly period ended July 31, 1997
 
                                       OR
 
        ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
           For the transition period from _______ to _______
 
                        Commission file number 1-14192

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

                              VANSTAR CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

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

<TABLE>
<S>                                          <C>
            DELAWARE                                     94-2376431
(State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
 Incorporation or Organization) 

</TABLE>

                1100 Abernathy Road, Building 500, Suite 1200
                            Atlanta, Georgia 30328
                   (Address of Principal Executive Offices)

                                (770) 522-4700
             (Registrant's Telephone Number, Including Area Code)
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X    No
                                              ---     ---

    The number of outstanding shares of the Registrant's Common Stock, par value
$.001 per share, was 43,195,187 on September 9, 1997.

                                 Page 1 of 18

<PAGE>
                              VANSTAR CORPORATION
 
                                   FORM 10-Q
 
                                     INDEX
                        PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                      PAGE
                                                                      ----
<S>                                                                   <C>
 
Item 1.   Financial Statements
 
          Consolidated Balance Sheets as of July 31, 1997 and
            April 30, 1997                                               3
 
          Consolidated Statements of Income for the Three
            Months Ended July 31, 1997 and 1996                          4
 
          Consolidated Statement of Stockholders' Equity                 5
 
          Consolidated Statements of Cash Flows for the Three
            Months Ended July 31, 1997 and 1996                          6
 
          Notes to Consolidated Financial Statements                     8
 
Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                         11


                         PART II. OTHER INFORMATION
 
Item 1.   Legal Proceedings                                             16
 
Item 2.   Changes in Securities                                         16
 
Item 6.   Exhibits and Reports on Form 8-K                              17
 
          Signatures                                                    18
</TABLE>
 
                                       2
<PAGE>

1. FINANCIAL STATEMENTS
 
                             VANSTAR CORPORATION
 
                         CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                               JULY 31,    APRIL 30,
                                                                                 1997         1997
                                                                              -----------  ----------
                                                                              (UNAUDITED)
<S>                                                                           <C>          <C>
                                    ASSETS
Current assets:
 
 Cash......................................................................   $  10,493   $    5,686
 
 Receivables, net of allowance for doubtful accounts of 
   $8,375 at July 31, 1997 and $8,610 at April 30, 1997....................     271,292      180,225
 
 Inventories...............................................................     470,394      389,592
 
 Deferred income taxes.....................................................      12,906       14,855
 
 Prepaid expenses and other current assets.................................      12,900        8,618
                                                                             -----------  ----------
     Total current assets...................................................    777,985      598,976
 
Property and equipment, net................................................      42,732       39,240
 
Other assets, net..........................................................      67,684       63,775
 
Goodwill, net of accumulated amortization of $6,391 at July 31, 
  1997 and $5,640 at April 30, 1997........................................     106,564       56,652
                                                                             -----------  ----------
                                                                              $ 994,965   $  758,643
                                                                             -----------  ----------
                                                                             -----------  ----------
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
 
 Accounts payable..........................................................   $ 354,026   $  255,147
 
 Accrued liabilities.......................................................      42,532       34,392
 
 Deferred revenue..........................................................      22,695       21,821
 
 Short-term borrowings.....................................................     196,771       74,402
 
 Current maturities of long-term debt......................................       4,519        4,785
                                                                             -----------  ----------
 
    Total current liabilities..............................................     620,543      390,547
 
Long-term debt, less current maturities....................................       4,960        5,946
 
Other long-term liabilities................................................       1,421          661
 
Commitments and contingencies
 
Company-obligated mandatorily redeemable convertible 
  preferred securities of subsidiary trust holding solely 
  convertible subordinated debt securities of the Company..................     194,603      194,518

Stockholders' equity:
  Common stock, $.001 par value: 100,000,000 shares 
   authorized, 42,989,652 shares issued and outstanding at July 31, 
   1997; 42,896,779 shares issued and outstanding at April 30, 1997........          43           43
  Additional paid-in capital...............................................     126,670      125,926
  Retained earnings........................................................      46,725       41,002
                                                                             -----------  ----------
    Total stockholders' equity.............................................     173,438      166,971
                                                                             -----------  ----------
 
                                                                              $ 994,965   $  758,643
                                                                             -----------  ----------
                                                                             -----------  ----------
</TABLE>
         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                       3
<PAGE>
 
                             VANSTAR CORPORATION
 
                       CONSOLIDATED STATEMENTS OF INCOME
                       (In thousands, except per share data)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                    JULY 31,
                                                                             ----------------------
                                                                                1997        1996
                                                                             ----------  ----------
<S>                                                                         <C>         <C>
Revenue:
  Product..................................................................  $  581,249  $  490,065
  Services.................................................................      99,385      69,025
                                                                             ----------  ----------
    Total revenue..........................................................     680,634     559,090
                                                                             ----------  ----------
Cost of revenue:
  Product..................................................................     524,645     441,593
  Services.................................................................      63,411      39,375
                                                                             ----------  ----------
    Total cost of revenue..................................................     588,056     480,968
                                                                             ----------  ----------
 
Gross margin...............................................................      92,578      78,122
 
Selling, general and administrative expenses...............................      73,458      56,896
                                                                             ----------  ----------
 
Operating income...........................................................      19,120      21,226
 
  Interest income..........................................................         404         882
  Financing expense, net...................................................      (5,792)     (6,611)
                                                                             ----------  ----------
 
Income from continuing operations before income taxes 
  and distributions on preferred securities of Trust.......................      13,732      15,497
Income tax provision.......................................................      (4,944)     (5,734)
                                                                             ----------  ----------
 
Income from continuing operations before 
  distributions on preferred securities of Trust...........................       8,788       9,763
Distributions on convertible preferred securities of 
  Trust (less income taxes of $1,253)......................................      (2,228)         --
                                                                             ----------  ----------
Net income.................................................................  $    6,560  $    9,763
                                                                             ----------  ----------
                                                                             ----------  ----------

Primary and fully diluted earnings per share...............................  $     0.15  $     0.23
                                                                             ----------  ----------
                                                                             ----------  ----------
 
Shares used in per share calculation.......................................     44,033      43,141
                                                                            ----------  ----------
                                                                            ----------  ----------
</TABLE>
 
         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                       4
<PAGE>

                             VANSTAR CORPORATION
 
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                (In thousands)
                                 (unaudited)
 
<TABLE>
<CAPTION>
                                                                COMMON STOCK       ADDITIONAL                TOTAL
                                                           ----------------------   PAID-IN    RETAINED   STOCKHOLDERS'
                                                            SHARES      AMOUNT      CAPITAL    EARNINGS      EQUITY
                                                           ---------  -----------  ----------  ---------  ------------
<S>                                                        <C>        <C>          <C>         <C>        <C>
Balance at April 30, 1997................................     42,897   $      43   $  125,926  $  41,002   $  166,971

Net income...............................................                                          6,560        6,560
Issuance of Common Stock for the exercise of stock
  options, including tax benefit.........................         93                      744                    744
Unrealized holding loss on available-for-sale
  securities.............................................                                           (837)       (837)
                                                           ---------   ---------   ----------  ---------  ------------
Balance at July 31, 1997.................................     42,990   $      43   $  126,670  $  46,725  $  173,438
                                                           ---------   ---------   ----------  ---------  ------------
                                                           ---------   ---------   ----------  ---------  ------------
</TABLE>

         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>

                             VANSTAR CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                 (unaudited)
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             JULY 31,
                                                       --------------------
                                                         1997       1996
                                                       ---------  ---------
<S>                                                    <C>        <C>  
Cash Flows from Operating Activities:
  Net income.........................................  $   6,560  $   9,763
  Adjustments:
   Depreciation and amortization.....................      5,049      3,870
   Deferred income taxes.............................      3,688      5,734
   Change in provision for doubtful accounts.........       (255)    (1,779)
   Changes in operating assets and liabilities:
    Receivables......................................    (74,523)    30,867
    Inventories......................................    (68,094)    20,379
    Prepaid expenses and other assets................     (5,573)       294
    Accounts payable.................................     61,498     31,726
    Accrued and other liabilities....................     (1,738)    (6,448)
                                                       ---------  ---------
      Total adjustments..............................    (79,948)    84,643
                                                       ---------  ---------
Net cash provided by (used in) operating 
 activities..........................................    (73,388)    94,406

Cash Flows from Investing Activities:
  Capital expenditures...............................     (6,693)    (3,148)
  Proceeds from sales of building....................         --      3,125
  Purchase of business, net of cash acquired.........    (32,486)   (34,532)
                                                       ---------  ---------
Net cash used in investing activities................    (39,179)   (34,555)

Cash Flows from Financing Activities:
  Payments on long-term debt.........................     (5,739)    (1,903)
  Borrowings (repayments) under line of credit, net..    122,369    (58,772)
  Issuance ofcommon stock............................        744         --
                                                       ---------  ---------
Net cash provided by (used in) financing activities..    117,374    (60,675)
                                                       ---------  ---------

Net Increase (Decrease) in Cash......................      4,807       (824)
  Cash at beginning of the period....................      5,686     14,498
                                                       ---------  ---------
Cash at End of the Period............................  $  10,493  $  13,674
                                                       ---------  ---------
                                                       ---------  ---------
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest.........................................  $   2,177  $   6,678
                                                       ---------  ---------
                                                       ---------  ---------
    Discounts and net expenses on receivable
     Securitization..................................  $   2,760  $      --
                                                       ---------  ---------
                                                       ---------  ---------
    Distributions on preferred securities of Trust...  $   3,396         --
                                                       ---------  ---------
                                                       ---------  ---------
    Income taxes, net of refunds.....................  $     628        (77)
                                                       ---------  ---------
                                                       ---------  ---------
</TABLE>

         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       6
<PAGE>


                             VANSTAR CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                 (unaudited)
                                 (Continued)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             JULY 31,
                                                       --------------------
                                                         1997       1996
                                                       ---------  ---------
<S>                                                    <C>        <C>  
Supplemental disclosure of noncash investing 
  and financing activities:
  Dataflex Regions purchase:
    Fair value of assets purchased...................             $  46,371
    Cash paid, net of cash received..................               (34,532)
                                                                  ---------
    Liabilities assumed..............................             $  11,839
                                                                  ---------
                                                                  ---------
  Sysorex purchase:
    Fair value of assets purchased...................  $  85,451
    Cash paid, net of cash received..................    (32,486)
                                                       ---------
    Liabilities assumed..............................  $  52,965
                                                       ---------
                                                       ---------
</TABLE>
 
         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                       7

<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
INTERIM REPORTING
 
     The financial statements for Vanstar Corporation (the "Company") for the 
three months ended July 31, 1997 are unaudited and have been prepared in 
accordance with generally accepted accounting principles for interim 
financial reporting and Securities and Exchange Commission regulations. 
Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted pursuant to such rules and 
regulations. In the opinion of management, the financial statements reflect 
all adjustments (of a normal and recurring nature) which are necessary for a 
fair presentation of the financial position, results of operations and cash 
flows for the interim periods. The results of operations for the three months 
ended July 31, 1997 are not necessarily indicative of the results to be 
expected for the entire fiscal year. These financial statements should be 
read in conjunction with the financial statements included in the Company's 
Annual Report on Form 10-K for the fiscal year ended April 30, 1997.
 
ESTIMATES
 
     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, EARNINGS PER SHARE, which is required to be adopted for 
both interim and annual financial statements for periods ending after 
December 15, 1997. At that time, the Company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods. Under the new requirements for calculating primary earnings per 
share, the effect of stock options which are dilutive will be excluded. The 
change would have no effect on the primary earnings per share for the first 
quarter ended July 31, 1997 and would have increased primary earnings per 
share for the quarter ended July 31, 1996 by $0.01. The Company has not yet 
determined what the impact of Statement 128 will be on the calculation of 
fully diluted earnings per share.
 
2. EARNINGS PER SHARE
 
     Primary and fully diluted earnings per share are computed using the 
weighted average number of shares of Common Stock and dilutive Common Stock 
equivalents outstanding during the period. Common Stock equivalents are 
computed for the Company's outstanding options using the treasury stock 
method. Pursuant to the Securities and Exchange Commission Staff Accounting 
Bulletins, Common Stock equivalents also include amounts computed on options 
and warrants issued during the twelve months immediately preceding the date 
of the initial filing of the Company's Registration Statement on Form S-1 
relating to the Company's initial public offering as if they were outstanding 
for all periods prior to the closing on March 11, 1996 (using the treasury 
stock method and the initial public offering price of $10.00 per share).
 
3. COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES  
    OF SUBSIDIARY TRUST HOLDING SOLELY CONVERTIBLE SUBORDINATED DEBT     
    SECURITIES OF THE COMPANY

     During October 1996, Vanstar Financing Trust, a Delaware statutory 
business trust (the "Trust") with respect to which the Company owns all of 
the common trust securities, sold 4,025,000 Trust Convertible Preferred 
Securities ("Convertible Preferred Securities"). The Convertible Preferred 
Securities have a liquidation value of $50 per security and are convertible 
at any time at the option of the holder into shares of the Company's Common 
Stock at a conversion rate of 1.739 shares for each Convertible Preferred 
Security (equivalent to a conversion price of $28.75 per share of the 
Company's Common Stock), subject to adjustment in certain circumstances. 
Distributions on Convertible Preferred Securities accrue at an annual rate of 
6-3/4% of the liquidation value of $50 per Convertible 

                                  8
<PAGE>

Preferred Security and are included in "Distributions on convertible 
preferred securities of trust, net of tax" in the Consolidated Statements of 
Income. The proceeds of the private placement, which totaled $194.5 million 
(net of initial purchasers' discounts and estimated offering expenses 
totaling $6.7 million) are included in "Company-obligated mandatorily 
redeemable convertible preferred securities of subsidiary trust holding 
solely convertible subordinated debt securities of the Company" on the 
Consolidated Balance Sheets. The Company has entered into several contractual 
arrangements (the "Back-up Undertakings") for the purpose of fully and 
unconditionally supporting the Trust's payment of distributions, redemption 
payments and liquidation payments with respect to the Convertible Preferred 
Securities. Considered together, the Back-up Undertakings constitute a full 
and unconditional guarantee by the Company of the Trust's obligations on the 
Convertible Preferred Securities.
 
     The Trust invested the proceeds of the offering in 6-3/4% Convertible 
Subordinated Debentures due 2016 (the "Debentures") issued by the Company. 
The Debentures bear interest at 6-3/4% per annum generally payable quarterly 
on July 1, April 1, July 1 and October 1. The Debentures are redeemable by 
the Company, in whole or in part, on or after October 5, 1999 at designated 
redemption prices. If the Company redeems the Debentures, the Trust must 
redeem Convertible Preferred Securities on a pro rata basis having an 
aggregate liquidation value equal to the aggregate principal amount of the 
Debentures redeemed. The sole asset of the Trust is $207.5 million aggregate 
principal amount of the Debentures. The Debentures and related income 
statement effects are eliminated in the Company's consolidated financial 
statements.
 
4. SALE OF ACCOUNTS RECEIVABLE
 
     Effective December 20, 1996, the Company, through a non-consolidated 
wholly-owned special purpose corporation, established a revolving funding 
trade receivables securitization facility (the "Securitization Facility") 
which provides the Company with up to $175 million in available credit. In 
August 1997, the available credit under the Securitization Facility was 
increased to $200 million. In connection with the Securitization Facility, 
the Company sells on a revolving basis, certain of its trade receivables 
("Pooled Receivables") to the special purpose corporation which in turn sells 
a percentage ownership interest in the Pooled Receivables to a commercial 
paper conduit sponsored by a financial institution. These transactions have 
been recorded as a sale in accordance with FASB Statement No. 125, ACCOUNTING 
FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF 
LIABILITIES. The amount of the Pooled Receivables, which totaled $290.9 
million at July 31, 1997, is reflected as a reduction to receivables. The 
Company retains an interest in certain of the assets sold. At July 31, 1997, 
the amount of that retained interest totaled $130.5 million and is included 
in receivables. The Company is retained as servicer of the Pooled 
Receivables. Although management believes that the servicing revenues earned 
will be adequate compensation for performing the services, estimating the 
fair value of the servicing asset was not considered practicable. 
Consequently, a servicing asset has not been recognized. The gross proceeds 
resulting from the sale of the percentage ownership interests in the Pooled 
Receivables totaled $175 million as of July 31, 1997. Such proceeds are 
included in cash flows from operating activities in the
consolidated statements of cash flows. Discounts and net expenses associated
with the sales of the receivables totaling $2.8 million are included in
financing expenses, net on the consolidated statements of income for the three
months ended July 31, 1997.
 
5. FINANCING EXPENSES, NET
 
     Financing expenses, net includes interest incurred on borrowings under 
the Company's financing agreement with IBM Credit Corporation ("IBMCC") and 
discounts and net expenses associated with the Company's Securitization 
Facility.
 
6. ACQUISITIONS
 
     On May 24, 1996, the Company, through a wholly-owned subsidiary, 
acquired certain of the assets and assumed certain of the liabilities of 
Dataflex Corporation and of Dataflex's wholly-owned subsidiary, Dataflex 
Southwest Corporation. The assets acquired and liabilities assumed comprise 
substantially all of the assets and business operations previously associated 
with the business operations of Dataflex known as the Dataflex Western Region 
and Dataflex Southwest Region (the "Dataflex Regions"). The Dataflex Regions 
offered PC product distribution, service and support in the states of 
Arizona, California, Colorado, Nevada, New Mexico, and Utah and reported 
revenues of approximately $145 million for the fiscal year ended March 31, 
1996. The purchase price of the Dataflex Regions, net of cash received, was 
$37.7 million.

                                   9
<PAGE>

     On September 4, 1996, the Company acquired Mentor Technologies, Ltd., an 
Ohio limited partnership ("Mentor Technologies") providing training and 
education services in Ohio and throughout the upper mid-western United 
States. A total of 300,000 shares of the Company's Common Stock (having an 
aggregate value on the closing date of approximately $6.0 million) were 
issued in connection with this acquisition. For the calendar year ended 
December 31, 1995, Mentor Technologies reported revenues of approximately 
$5.5 million.
 
     On December 16, 1996, the Company acquired Contract Data Services, Inc., 
a North Carolina corporation ("CDS"), in exchange for 952,491 shares of the 
Company's Common Stock (having an aggregate value on the closing date of 
approximately $21.9 million). Ten percent of those shares were deposited into 
escrow to satisfy certain indemnification obligations of CDS. CDS provided 
outsourcing of integrated information technology services, related technical 
support services and procurement of computer hardware and software. For the 
fiscal year ended March 31, 1996, CDS reported total revenues of 
approximately $74.3 million.
 
     On January 9, 1997, the Company acquired inventory and equipment from 
DCT Systems, Inc., a Minnesota corporation, Niloy, Inc., a Georgia 
corporation, and NCT Systems, Inc., an Illinois corporation (collectively, 
"DCT"). The Company purchased certain specified assets for $4.0 million. In 
addition, DCT could receive a maximum of 180,000 shares of the Company's 
Common Stock upon the satisfaction of certain conditions. The Company also 
entered into a servicing and marketing agreement on January 9, 1997 whereby 
the Company will provide certain computer products and billing services to 
DCT. Based upon certain criteria under the servicing and marketing agreement, 
DCT also may receive, at DCT's election, cash or up to 40,000 additional 
restricted shares of the Company's Common Stock.
 
     On July 7, 1997, the Company acquired certain of the assets and assumed 
certain of the liabilities of Sysorex Information Systems, Inc. ("Sysorex"), 
a government technology provider. The purchase price was approximately $46.0 
million, subject to post closing adjustments, and a contingent payment of 
500,000 shares of the Company's common stock based on the future financial 
performance of the acquired business.
 
     The acquisitions of the Dataflex Regions, DCT and Sysorex were accounted 
for as purchases and the excess cost over the fair value of net assets 
acquired for each acquisition is being amortized on a straight line basis 
over a 25 year period. The operations of these acquisitions are included in 
the consolidated statements of income from the respective dates of 
acquisition.
 
     The acquisitions of Mentor Technologies and CDS were accounted for as 
pooling-of-interests business combinations. The consolidated statements of 
income, cash flows, and stockholders' equity were not restated to reflect 
these acquisitions due to the insignificance of the transactions. 
Accordingly, the operations of these acquisitions are included in the 
consolidated statements of income from the respective dates of acquisition.
 
7. COMMITMENTS AND CONTINGENCIES
 
     On July 3, 1997, a purported class action suit was filed against the 
Company and various other parties by a Trust claiming to be a stockholder of 
the Company. The Company believes that the plaintiff's allegations are 
without merit and intends to defend the suit vigorously.
 
     Various other legal actions arising in the normal course of business 
have been brought against the Company and certain of its subsidiaries. 
Management believes that the ultimate resolution of these actions will not 
have a materially adverse effect on the Company's financial position or 
results of operations, taken as a whole.

                                  10

<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
 
     The following discussion and analysis of the financial condition and 
results of operations of the Company should be read in conjunction with the 
unaudited consolidated financial statements and related notes of the Company 
included elsewhere in this report. This Management's Discussion and Analysis 
of Financial Condition and Results of Operations and other parts of this 
Quarterly Report on Form 10-Q contain forward looking statements that involve 
risks and uncertainties. Among the risks and uncertainties to which the 
Company is subject are the risks inherent in the Company's substantial 
indebtedness, the fact that the Company has experienced significant 
fluctuations in revenues and operating results, the risks associated with 
managing the Company's inventory and service offerings in light of product 
life cycles and technological change, the risks associated with implementing 
management responses to changing technology and market conditions, the 
Company's relationship with its significant customers, intense price 
competition in the Company's markets and the Company's dependence upon its 
key vendors. As a result, the actual results realized by the Company could 
differ materially from the results discussed in the forward-looking 
statements made herein. Words or phrases such as "will," "anticipate," 
"expect," "believe," "intend," "estimate," "project," "plan" or similar 
expressions are intended to identify forward-looking statements. Readers are 
cautioned not to place undue reliance on the forward-looking statements made 
in this Quarterly Report on Form 10-Q.
 
RESULTS OF OPERATIONS
 
     When compared to the results for the three months ended July 31, 1996, 
the Company's results of operations for the three months ended July 31, 1997 
were impacted by the following transactions. On May 24, 1996, the Company 
acquired substantially all of the assets and liabilities of the Dataflex 
Regions. The Dataflex Regions offered PC product distribution, service and 
support in the states of Arizona, California, Colorado, Nevada, New Mexico, 
and Utah. On September 4, 1996, the Company acquired Mentor Technologies, an 
Ohio limited partnership providing training and educational services in Ohio 
and throughout the upper mid-western United States. During October 1996, the 
Company, through the Trust, issued 4,025,000 Convertible Preferred 
Securities. Those securities are convertible into the Company's $.001 par 
value common stock (the "Common Stock") and pay cumulative cash distributions 
at an annual rate of 6-3/4% of the liquidation amount of $50 per security. On 
December 16, 1996, the Company acquired Contract Data Services, Inc., a North 
Carolina corporation providing outsourcing of integrated information 
technology services, related technical support services and procurement of 
computer hardware and software ("CDS"). On July 7, 1997, the Company acquired 
certain of the assets and assumed certain of the liabilities of Sysorex, a 
government technology provider for a purchase price of approximately $46.0 
million, subject to post closing adjustments, and a contingent payment of 
500,000 shares of Common Stock based on the future financial performance of 
the acquired business. Effective December 20, 1996, the Company established 
the Securitization Facility which provided the Company with up to $175 
million in available credit. In connection with the Securitization Facility 
the Company sells, on a revolving basis through a wholly-owned 
non-consolidated subsidiary, an undivided interest in the Pooled Receivables. 
In August 1997, the available credit under the Securitization Facility was 
increased to $200 million.
 
     Vanstar's four primary sources of revenue are; product, life cycle 
services, professional services and other services. The Company refers to the 
integration of the offerings of design and consulting, acquisition and 
deployment, operation and support, and enhancement and migration as "Life 
Cycle Management." For larger clients, the Company can manage every phase of 
the Life Cycle of it customers' PC networks. Product revenue is primarily 
derived from the sale of computer hardware, software, peripherals, and 
communication devices manufactured by third parties and sold by the Company, 
principally to implement integration projects. Life Cycle services revenue is 
derived primarily from services performed for the desktop and focused on the 
client or user of the PC network. These support services include desktop 
installation, repair and maintenance, moves, adds and changes, extended 
warranty, asset management and help desk. Professional services revenue is 
derived primarily from high value-added services, including services focused 
on the server and communication segments of the PC network infrastructure. 
Professional services revenue includes network installation, design and 
consulting, and enhancement and migration, as well as server deployment and 
support. Other services revenue is derived primarily from training and 
education services and from fees earned on the distribution services 
agreement with ComputerLand Corporation (formerly with Merisel FAB, Inc.). 
Pursuant to that distribution services agreement, the Company provides 
product distribution to franchises and affiliates of ComputerLand Corporation 
("ComputerLand"), a subsidiary of Synnex Information Technologies, Inc. 
("Synnex").

                                  11

<PAGE>

     The following table sets forth for the unaudited periods indicated, the 
Company's (i) total revenue, gross margin and gross margin percentage by 
revenue source, (ii) selling, general and administrative expenses in total 
and as a percentage of total revenue and (iii) operating income in total 
and as a percentage of total revenue (Dollars in thousands).
 
<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                    JULY 31,
                                             ----------------------
       <S>                                   <C>         <C>
      REVENUE:                                   1997        1996
                                             ----------  ----------
      Product..............................  $  581,249  $  490,065
      Services:
       Life Cycle..........................      56,194      38,939
       Professional........................      35,053      21,698
       Other...............................       8,138       8,388
                                             ----------  ----------
          Total revenue....................  $  680,634  $  559,090
                                             ----------  ----------
                                             ----------  ----------
      GROSS MARGIN:
      Product..............................  $   56,604  $   48,472
      Services:
       Life Cycle..........................      15,867      14,485
       Professional........................      14,692       8,417
       Other...............................       5,415       6,748
                                             ----------  ----------
          Total gross margin...............  $   92,578  $   78,122
                                             ----------  ----------
                                             ----------  ----------
      GROSS MARGIN PERCENTAGE:
      Product..............................         9.7%        9.9%
      Services:
        Life Cycle.........................        28.2%       37.2%
        Professional.......................        41.9%       38.8%
        Other..............................        66.5%       80.4%
                                              ----------  ----------
          Total gross margin percentage....        13.6%       14.0%
                                              ----------  ----------
                                              ----------  ----------
      Selling, general and 
        Administrative expenses............  $   73,458  $   56,896
         % of total revenue................        10.8%       10.2%

      Operating income.....................  $   19,120  $   21,226
         % of total revenue................         2.8%        3.8%

</TABLE>
 
THREE MONTHS ENDED JULY 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED 
JULY 31, 1996
 
     PRODUCT.  Revenue increased 18.6% to $581.2 million for the three months 
ended July 31, 1997 from $490.1 million for the three months ended July 31, 
1996. The Company believes that this increase is a result of the Company's 
successful sales and marketing efforts and increased sales resulting from 
acquisitions. Gross margin increased 16.8% to $56.6 million for the three 
months ended July 31, 1997 from $48.5 million for the three months ended July 
31, 1996. Gross margin percentage decreased to 9.7% for the three months 
ended July 31, 1997 from 9.9% for the three months ended July 31, 1996. 
Vanstar operates in a very aggressive price environment that will continue to 
put pressure on gross margin received from product sales.
 
     LIFE CYCLE SERVICES.  Revenue increased 44.3% to $56.2 million for the 
three months ended July 31, 1997 from $38.9 million for the three months 
ended July 31, 1996. This increase was the result of increased demand for the 
Company's overall Life Cycle service offerings and increased sales as a 
result of the acquisition of CDS. Gross margin increased 9.5% to $15.9 
million for the three months ended July 31, 1997 from $14.5 million for the 
three months ended July 31, 1996. Gross margin percentage decreased to 28.2% 
for the three months ended July 31, 1997 compared with 37.2% for the three 
months ended July 31, 1996. As the Company continues to improve the processes 
of its enhanced service delivery model, additional resources are being 
focused on training and a high level of customer service. The Company hopes 
to realize productivity benefits from these efforts in the second half of the 
fiscal year.

                                  12

<PAGE>

     PROFESSIONAL SERVICES. Revenue increased 61.5% to $35.1 million for the 
three months ended July 31, 1997 from $21.7 million for the three months 
ended July 31, 1996. This increase was a result of increased demand for the 
Company's higher-end consulting, design and project management services, as 
well as higher rates charged for those services. The Company believes that 
increased customer demand resulted from the continuing transition by the 
Company's customers to new higher performance technologies and increased 
utilization of client/server networks. Gross margin increased 74.6% to $14.7 
million for the three months ended July 31, 1997 from $8.4 million for the 
three months ended July 31, 1996. Gross margin percentage increased to 41.9% 
for the three months ended July 31, 1997 from 38.8% for the three months 
ended July 31, 1996. The increase in gross margin percentage resulted from 
higher utilization rates, as well as higher rates charged for professional 
services, which were partially offset by higher labor costs.
 
     OTHER SERVICES.  Revenue decreased 3.0% to $8.1 million for the three 
months ended July 31, 1997 from $8.4 million for the three months ended July 
31, 1996 primarily due to a decrease in the fees earned on the distribution 
agreement with Synnex's subsidiary, ComputerLand. Gross margin decreased 
19.8% to $5.4 million for the three months ended July 31, 1997 from $6.7 
million for the three months ended July 31, 1996. Gross margin percentage 
decreased to 66.5% for the three months ended July 31, 1997 from 80.4% for 
the three months ended July 31, 1996. The decline in gross margin percentage 
was primarily the result of the higher contribution of training and education 
revenue to total other services revenue. Training and education revenue 
accounted for 50.3% of the total other services revenue for the three months 
ended July 31, 1997, up from 31.7% for the three months ended July 31, 1996.
 
     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and 
administrative expenses increased by 29.1% to $73.5 million for the three 
months ended July 31, 1997 from $56.9 million for the three months ended July 
31, 1996. Selling, general and administrative expenses as a percentage of 
revenue increased to 10.8% for the three months ended July 31, 1997 from 
10.2% for the three months ended July 31, 1996.
 
     OPERATING INCOME. Operating income decreased 9.9% to $19.1 million for 
the three months ended July 31, 1997 from $21.2 million for the three months 
ended July 31, 1996. Operating income as a percentage of total revenue 
decreased to 2.8% for the three months ended July 31, 1997 from 3.8% for the 
three months ended July 31, 1996.
 
     FINANCING EXPENSES, NET. Financing expenses, net for the three months 
ended July 31, 1997 represents primarily interest incurred on borrowings 
under the Company's financing agreement with IBM Credit Corporation ("IBMCC") 
and net expenses associated with the Company's Securitization Facility. 
Financing expenses, net for the three months ended July 31, 1996 represents 
primarily interest incurred on borrowings under the Company's financing 
agreement with IBMCC. Financing expenses decreased 12.4% to $5.8 million for 
the three months ended July 31, 1997 from $6.6 million for the three months 
ended July 31, 1996 due to lower average borrowings, lower interest rates and 
cost reductions resulting from the sales of certain trade receivables. The 
decline in borrowings which resulted in lower financing expenses was due to 
the issuance of the Debentures to the Trust in October 1996, the proceeds of 
which were used to repay borrowings under the financing agreement with IBMCC 
combined with the establishment of the Securitization Facility in December 
1996 (see notes 3 and 4 of Notes to Consolidated Financial Statements).
 
     TAXES.  The effective tax rates for the three months ended July 31, 1997 
and 1996 of 36% and 37%, respectively, were different than the U.S. statutory 
rate of 35% primarily due to state tax provisions. At July 31, 1997 and April 
30, 1997, the Company has recorded net deferred tax assets of $12.9 million 
and $14.9 million, respectively. The full realization of the deferred tax 
assets carried at July 31, 1997 is dependent upon the Company achieving 
sufficient future pretax earnings prior to the expiration of the net 
operating loss carryforwards. The net operating loss carryforwards expire in 
the years 2000 through 2010. Although realization is not assured, management 
believes that sufficient taxable income will be generated from operations to 
realize the net deferred tax assets.

                                  13

<PAGE>

     DISTRIBUTIONS ON CONVERTIBLE PREFERRED SECURITIES OF TRUST, NET OF TAX. 
In October 1996, the Trust issued 4,025,000 Convertible Preferred Securities 
as part of a refinancing plan directed at reducing the Company's overall 
interest costs. Distributions on Convertible Preferred Securities accrue at 
an annual rate of 6-3/4% of the liquidation value of $50 per security and are 
included in "Distributions on convertible preferred securities of trust, net 
of tax" in the Consolidated Statements of Income (see note 3 of Notes to 
Consolidated Financial Statements) 

                                  14

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
 
     During the three months ended July 31, 1997, the Company utilized cash 
generated from operations, including sales of certain of its trade 
receivables to fund its revenue growth, working capital requirements, 
payments on its long-term debt and purchases of businesses and capital 
equipment.
 
     Effective December 20, 1996, the Company established the Securitization 
Facility, providing the Company with up to $175 million in available credit. 
Pursuant to the Securitization Facility, the Company, through a wholly-owned 
subsidiary, sells an undivided percentage ownership interest in the Pool 
Receivables. As of July 31, 1997, the proceeds of the sales totaled $175 
million. In August 1997, the available credit under the Securitization 
Facility was increased to $200 million.
 
     The Company's operating activities used cash of $73.4 million for the 
three months ended July 31, 1997 as a result of increases in accounts 
receivable and inventory offset by increases in accounts payable. The 
increase in accounts receivable was a result of increased sales. The increase 
in inventory and accounts payable was a result of large buy-ins from computer 
manufacturers.
 
     During the three months ending July 31, 1997, the Company used cash of 
$32.5 million (net of cash acquired) to purchase Sysorex and used $5.8 
million to make payments on certain long term obligations. During this 
period, the Company also used cash of $6.7 million for capital expenditures. 
The Company plans to make additional investments in its automated systems and 
its capital equipment throughout the remainder of fiscal year 1998.
 
     The Company currently has a $350 million line of credit under its 
Financing Program Agreement with IBMCC. At July 31, 1997 the Company had 
$346.8 million outstanding under this facility of which $150.0 million is 
included in accounts payable and $196.8 million is classified as short-term 
borrowings. Borrowings under the line of credit are subject to certain 
borrowing base limitations and are secured by portions of the Company's 
inventory, accounts receivable, and certain other assets. As of July 31, 1997 
amounts borrowed under the line of credit bear interest at prime minus 0.80%. 
The line of credit expires October 31, 1998.

     The Company believes that future cash generated from operations together 
with its Financing Program Agreement and Securitization Facility will be 
sufficient to meet its cash requirements through at least fiscal year 1998.

                                  15

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
     On July 3, 1997, a trust claiming to have purchased shares of Common 
Stock, filed suit in Superior Court of the State of California, County of 
Santa Clara, against the following persons or entities: the Company; certain 
directors and officers of the Company; the Company's principal stockholder, 
Warburg Pincus Capital Company, L.P., and certain of its affiliates; and 
Robertson Stephens & Co., Alex. Brown & Sons, Inc. and The Robinson-Humphrey 
Company, Inc., each of which served as an underwriter in the Company's 
initial public offering in March 1996. The plaintiff also seeks class action 
status under California law and purports to represent a class of purchasers 
of the Common Stock between March 11, 1996 and January 23, 1997. In its 
original complaint, the plaintiff purports to state three causes of action 
under California law, alleging generally, among other things, that the 
defendants made false or misleading statements or concealed information 
regarding the Company and that the plaintiff, as a holder of the Common 
Stock, suffered damage as a result thereof. The plaintiff seeks compensatory 
and punitive damages in an unspecified amount, together with other relief. 
The suit is entitled DAVID T. O'NEAL TRUST, DATED 4/1/77, V. VANSTAR 
CORPORATION, ET AL., Case No. CV767266. The Company believes that the 
plaintiff's allegations are without merit and intends to defend the suit 
vigorously.
 
     Various other legal actions arising in the normal course of business 
have been brought against the Company and certain of its subsidiaries. 
Management believes that the ultimate resolution of these actions will not 
have a materially adverse effect on the Company's financial position or 
results of operations, taken as a whole.
 
ITEM 2. CHANGES IN SECURITIES
 
     On July 7, 1997, the Company, through a wholly-owned subsidiary, 
acquired certain of the assets and assumed certain of the liabilities of 
Sysorex. The purchase price was approximately $46.0 million, including net 
liabilities of approximately $11.0 million, subject to certain post-closing 
adjustments, and a contingent payment of 500,000 shares of the Common Stock 
if the acquired business meets certain financial performance criteria.
 
     The transaction resulting in the issuance of the contingent payment 
obligation and the right to receive shares of the Common Stock in respect 
thereof was effected in a private transaction in reliance upon the exemptions 
from the registration requirements of the Securities Act of 1933, as amended 
(the "Act"), contained in Section 4(2) of the Act and/or Regulation D 
promulgated under the Act. The contingent payment obligation was issued to a 
single purchaser (Sysorex), which was provided with access to all relevant 
information regarding the Company and which represented to the Company that 
it was an "accredited investor," as defined under the Act, and that the 
contingent payment obligation and any Common Stock to be issued pursuant 
thereto were being acquired for investment purposes and not with a view 
toward resale or distribution.
 
                                  16
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
A. EXHIBITS
 
<TABLE>
<CAPTION>
      EXHIBIT
        NO.      DESCRIPTION
      --------   -----------
      <C>        <S>
      11.1*      Computation of Per Share Earnings
        27*      Financial Data Schedule
</TABLE>
 
 
      * Filed herewith
 
B. REPORTS ON FORM 8-K
 
     No Current Reports on Form 8-K were filed by the Company during the 
quarter ended July 31, 1997.

                                  17

<PAGE>

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

Dated: September 15, 1997            By:    /s/Kauko Aronaho
                                            
                                     Name:  Kauko Aronaho
                                     Title: Senior Vice President and Chief
                                            Financial Officer
 
                                  18