<PAGE>

                                      FORM 10-Q
                                           
                                           
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                                      
                                           
                                           
          [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
               SECURITIES EXCHANGE ACT OF 1934

                     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 333-14217
                                           
                                     ============
                            CORE-MARK INTERNATIONAL, INC.
                                           
                (Exact name of registrant as specified in its charter)
                                                 
         DELAWARE                                                    91-1295550
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                     Identification No.)

         395 OYSTER POINT BOULEVARD, SUITE 415
         SOUTH SAN FRANCISCO, CA                                          94080
         (Address of principal executive offices)                    (Zip Code)

          Registrant's telephone number, including area code: (415) 589-9445
                                           
                                     ============
                                           
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.                                

                                 x  Yes       No 
                                ---       ---
                                           
 At July 31, 1997, Registrant had outstanding 5,500,000 shares of Common Stock.
                                           
                   ===============================================

<PAGE>

                    CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                                           
                      FORWARD-LOOKING STATEMENTS OR INFORMATION
                                                             
    Certain statements contained in this quarterly report on Form 10-Q under 
the caption "Management's Discussion and Analysis of Financial Condition and 
Results of Operations," and elsewhere herein and in the documents 
incorporated herein by reference are not statements of historical fact but 
are future-looking or forward-looking statements that may constitute 
"forward-looking statements" within the meaning of Section 21E of the 
Securities Exchange Act of 1934, as amended.  Certain, but not necessarily 
all, of such forward-looking statements can be identified by the use of such 
forward-looking terminology as the words "believes," "expects," "may," 
"will," "should," or "anticipates" (or the negative of such terms) or other 
variations thereon or comparable terminology, or because they involve 
discussions of Core-Mark International, Inc.'s (the "Company's") strategy.  
Such forward-looking statements are based upon a number of assumptions 
concerning future conditions that may ultimately prove to be inaccurate.  The 
ability of the Company to achieve the results anticipated in such statements 
is subject to various risks and uncertainties and other factors which may 
cause the actual results, level of activity, performance or achievements of 
the Company or the industry in which it operates to be materially different 
from any future results, level of activity, performance or achievements 
expressed or implied by such forward-looking statements.  Such factors 
include, among others, the general state of the economy and business 
conditions in the United States and Canada; adverse changes in consumer 
spending; the ability of the Company to implement its business strategy, 
including the ability to integrate recently acquired businesses into the 
Company; the ability of the Company to obtain financing; competition; the 
level of retail sales of cigarettes and other tobacco products; possible 
effects of legal proceedings against manufacturers and sellers of tobacco 
products and the effect of government regulations affecting such products.  
As a result of the foregoing and other factors affecting the Company's 
business beyond the Company's control, no assurance can be given as to future 
results, levels of activity, performance or achievements and neither the 
Company nor any other person assumes responsibility for the accuracy and 
completeness of these statements.

                                                                           PAGE
                                                                           ----
PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

    Condensed Consolidated Balance Sheets as of December 31, 1996 and 
         June 30, 1997.....................................................   4

    Condensed Consolidated Statements of Income for the three and six 
         months ended June 30, 1996 and 1997 ..............................   5

    Condensed Consolidated Statements of Cash Flows for the six months 
         ended June 30, 1996 and 1997......................................   6

    Notes to Condensed Consolidated Financial Statements ..................   7


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATIONS..............................................   9


PART II - OTHER INFORMATION

    Item 1:   Legal Proceedings............................................  13

    Item 2:   Changes in Securities........................................  13
               
    Item 3:   Defaults upon Senior Securities..............................  13

    Item 4:   Submission of Matters to a Vote of Security Holders..........  13

    Item 5:   Other information............................................  14

                                       2

<PAGE>
                                           
                                                                           PAGE
                                                                           ----


    Item 6:   Exhibits and Reports on Form 8-K.............................  14

Signature..................................................................  15

                                       3


<PAGE>

                CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,           JUNE 30,
                                                                                  1996                 1997
                                                                              -------------        -------------
ASSETS                                                                                              (UNAUDITED)
<S>                                                                             <C>                 <C>
Current assets:
    Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $  25,769            $  16,829
    Receivables:
         Trade accounts, less allowance for doubtful accounts of 
              $3,881 and $4,043, respectively. . . . . . . . . . . .               88,715               98,797
         Other . . . . . . . . . . . . . . . . . . . . . . . . . . .               12,229               14,191
    Inventories, net of LIFO allowance of $12,452 and $13,459, 
              respectively . . . . . . . . . . . . . . . . . . . . .               99,342              105,055
    Prepaid expenses and other . . . . . . . . . . . . . . . . . . .                6,214                7,183
                                                                                ----------           ----------
         Total current assets  . . . . . . . . . . . . . . . . . . .              232,269              242,055

Property and equipment . . . . . . . . . . . . . . . . . . . . . . .               46,534               53,166
    Less accumulated depreciation  . . . . . . . . . . . . . . . . .              (24,006)             (25,955)  
                                                                                ----------           ----------
    Net property and equipment . . . . . . . . . . . . . . . . . . .               22,528               27,211

Other assets   . . . . . . . . . . . . . . . . . . . . . . . . . . .                9,792                9,014
Goodwill, net of accumulated amortization of $15,220 and $16,252,
    respectively . . . . . . . . . . . . . . . . . . . . . . . . . .               64,447               67,540
                                                                                ----------           ----------
                                                                                $ 329,036            $ 345,820
                                                                                ----------           ----------
                                                                                ----------           ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Trade accounts payable . . . . . . . . . . . . . . . . . . . . .            $  51,572            $  57,105
    Cigarette and tobacco taxes payable. . . . . . . . . . . . . . .               43,912               48,365
    Income taxes payable . . . . . . . . . . . . . . . . . . . . . .                  454                  658
    Deferred income taxes. . . . . . . . . . . . . . . . . . . . . .                7,397                7,386
    Other accrued liabilities. . . . . . . . . . . . . . . . . . . .               30,653               31,081
                                                                                ----------           ----------
         Total current liabilities . . . . . . . . . . . . . . . . .              133,988              144,595

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .              193,463              197,461
Other accrued liabilities and deferred income taxes. . . . . . . . .                8,585                8,743
                                                                                ----------           ----------
    Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .              336,036              350,799

Commitments and contingencies:
Shareholders' equity:
    Common stock; $.01 par value; 10,000,000 shares authorized;
         5,500,000 shares issued and outstanding . . . . . . . . . .                   55                   55
    Additional paid-in capital . . . . . . . . . . . . . . . . . . .               26,121               26,121
    Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . .              (28,576)             (26,225)
    Cumulative currency translation adjustments. . . . . . . . . . .               (1,608)              (1,938)
    Additional minimum pension liability . . . . . . . . . . . . . .               (2,992)              (2,992)
                                                                                ----------           ----------
         Total shareholders' equity (deficit). . . . . . . . . . . .               (7,000)              (4,979)
                                                                                ----------           ----------
                                                                                 $329,036            $ 345,820
                                                                                ----------           ----------
                                                                                ----------           ----------

</TABLE>

         See Notes to Condensed Consolidated Financial Statements.

                                       4

<PAGE>

                CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                          (IN THOUSANDS OF DOLLARS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   THREE MONTHS                 SIX MONTHS
                                                                  ENDED JUNE 30,               ENDED JUNE 30,
                                                             -----------------------     -------------------------
                                                               1996           1997          1996           1997
                                                             --------       --------     ----------     ----------
<S>                                                          <C>            <C>          <C>            <C>
Net sales  . . . . . . . . . . . . . . . . . . . . .         $555,687       $614,994     $1,068,575     $1,142,860
Cost of goods sold . . . . . . . . . . . . . . . . .          513,612        568,428        989,608      1,056,184
                                                             --------       --------     ----------     ----------
    Gross profit . . . . . . . . . . . . . . . . . .           42,075         46,566         78,967         86,676
Operating and administrative expenses  . . . . . . .           32,986         37,708         64,516         72,931
                                                             --------       --------     ----------     ----------
    Operating income . . . . . . . . . . . . . . . .            9,089          8,858         14,451         13,745

Interest expense, net  . . . . . . . . . . . . . . .            1,417          4,653          2,971          9,044
Debt refinancing costs . . . . . . . . . . . . . . .              315            391            635            783
                                                             --------       --------     ----------     ----------
    Income before income taxes . . . . . . . . . . .            7,357          3,814         10,845          3,918

Income tax expense . . . . . . . . . . . . . . . . .            3,096          1,525          4,629          1,567
                                                             --------       --------     ----------     ----------
    Net income . . . . . . . . . . . . . . . . . . .         $  4,261       $  2,289     $    6,216     $    2,351
                                                             --------       --------     ----------     ----------
                                                             --------       --------     ----------     ----------

</TABLE>


          See Notes to Condensed Consolidated Financial Statements.

                                       5

<PAGE>

                CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS OF DOLLARS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             SIX MONTHS
                                                                                           ENDED JUNE 30,
                                                                                      ------------------------
                                                                                        1996           1997
                                                                                      ---------      ---------
<S>                                                                                   <C>            <C>
CASH PROVIDED BY OPERATING ACTIVITIES:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $  6,216       $  2,351

    Adjustments to reconcile net income to
         net cash provided by operating activities:
    LIFO expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             727          1,007
    Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . .             989          1,032
    Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . .           2,281          2,726
    Amortization of debt refinancing fees. . . . . . . . . . . . . . . . . . .             635            783
    Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .            (438)           121
    Other adjustments for non-cash and non-operating activities. . . . . . . .             256            193
    Changes in operating assets and liabilities, net of acquisitions . . . . .          19,350          6,382
                                                                                      ---------      ---------
Net cash provided by operating activities  . . . . . . . . . . . . . . . . . .          30,016         14,595     
                                                                                      ---------      ---------
INVESTING ACTIVITIES:

    Net assets of acquired businesses  . . . . . . . . . . . . . . . . . . . .             ---        (21,361)
    Additions to property and equipment  . . . . . . . . . . . . . . . . . . .          (2,423)        (6,196)
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (8)         ---
                                                                                      ---------      ---------
Net cash used in investing activities  . . . . . . . . . . . . . . . . . . . .          (2,431)       (27,557)
                                                                                      ---------      ---------
FINANCING ACTIVITIES:

    Net borrowings (payments) under revolving credit agreement . . . . . . . .         (39,194)         3,998
                                                                                      ---------      ---------
Net cash provided by (used in) financing activities  . . . . . . . . . . . . .         (39,194)         3,998
                                                                                      ---------      ---------

Effects of changes in foreign exchange rates . . . . . . . . . . . . . . . . .              73             24
                                                                                      ---------      ---------
Decrease in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (11,536)        (8,940)
Cash, beginning of period  . . . . . . . . . . . . . . . . . . . . . . . . . .          24,447         25,769
                                                                                      ---------      ---------
CASH, END OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $ 12,911       $ 16,829
                                                                                      ---------      ---------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments during the period for:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $  3,062         $8,778
    Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,849          1,248

</TABLE>

          See Notes to Condensed Consolidated Financial Statements.

                                       6


<PAGE>

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 30, 1997
                                  (UNAUDITED)
                                           
                                           
1.  BASIS OF PRESENTATION

    The condensed consolidated balance sheet as of June 30, 1997, the 
condensed consolidated statements of income for the three-month and six-month 
periods ended June 30, 1996 and 1997, and the condensed consolidated 
statements of cash flows for the six-month periods ended June 30, 1996 and 
1997, have been prepared by Core-Mark International, Inc. (the "Company"). In 
the opinion of management, all adjustments, consisting only of normal 
recurring adjustments, necessary to present fairly the financial position of 
the Company at June 30, 1997 (subject to year-end adjustments) and the 
results of its operations and cash flows for the interim periods then ended, 
have been included. The results of operations for the interim periods are not 
necessarily indicative of the operating results for the full year.

    The condensed consolidated balance sheet as of December 31, 1996, is 
derived from the audited financial statements but does not include all 
disclosures required by generally accepted accounting principles. The notes 
accompanying the consolidated financial statements of the Company included in 
the Company's Annual Report on Form 10-K for the year ended December 31, 1996 
("1996 Form 10-K") include a description of the Company's significant 
accounting policies and additional information pertinent to an understanding 
of both the December 31, 1996 balance sheet and the interim financial 
statements included herein.

2.  INVENTORIES

    The condensed consolidated financial statements have been prepared using 
the LIFO method of accounting for inventories. The use of the LIFO method 
resulted in an increase in cost of goods sold and a corresponding decrease in 
inventories of $382,000 and $611,000 for the three months ended June 30, 1996 
and 1997, respectively, and $727,000 and $1,007,000 for the six months ended 
June 30, 1996 and 1997, respectively. Interim LIFO calculations are based on 
management's estimates of year-end inventory levels and inflation rates for 
the year.

3.  EXCISE TAXES

    State and provincial excise taxes paid by the Company on cigarettes were 
$122.1 million and $129.6 million for the three months ended June 30, 1996 
and 1997, respectively, and $237.8 million and $243.4 million for the six 
months ended June 30, 1996 and 1997, respectively. These amounts are included 
in net sales and cost of goods sold for the periods indicated.

4.  ACQUISITION OF THE SOSNICK COMPANIES

    On February 3, 1997, the Company consummated a transaction, pursuant to a 
Purchase Agreement dated January 31, 1997, to acquire certain assets and the 
business of two related companies, Melvin Sosnick Company and Capital Cigar 
Company (collectively "Sosnick" or the "Sosnick Companies"), a wholesale 
distributor to the convenience retail market in northern California and 
northern Nevada. Sosnick operates in the same geographic marketplace as the 
Company and provides similar products and services. The Company is 
integrating the acquired business into its existing operations and facilities 
and has hired a majority of Sosnick's former employees (salespeople, 
warehouse employees and drivers) to support the additional sales volume.

    The assets acquired included trade accounts receivable, inventories and 
warehouse equipment that the Company intends to continue to use in its 
business. The acquisition excluded the assumption of substantially all of the 
liabilities of Sosnick (such as notes payable, trade accounts payable, 
commitments to lease warehouse facilities and other liabilities). The 
acquisition has been accounted for using the purchase method of accounting. 

                                       7

<PAGE>

4.  ACQUISITION OF THE SOSNICK COMPANIES (CON'T.)

    The purchase price for the assets and the business totaled $21.4 million
and has been allocated as follows (in thousands):


    Accounts receivable, net                                  $ 8,613
    Inventory, net                                              8,224
    Property and equipment                                      1,265
    Goodwill                                                    4,125
    Other assets                                                  225
    Liabilities assumed                                          (247)
    Other liabilities incurred in connection with the
      acquisition                                                (844)
                                                              --------
    Total purchase price                                      $21,361
                                                              --------
                                                              --------

    The excess of the purchase price over the fair value of assets acquired 
and liabilities assumed was $4.1 million and has been recorded as goodwill, 
which will be amortized on a straight-line basis over a period of 40 years. 

    The acquisition was primarily financed by borrowings under the Company's 
existing revolving credit facility. The total amount of incremental 
borrowings required to acquire Sosnick at closing was $18.4 million. The 
remaining purchase price was due and payable in installments during the first 
ninety days subsequent to closing in varying amounts specified in the 
purchase agreement, of which $1.3 million was paid in the first quarter of 
1997 and $1.6 million was paid in the second quarter of 1997. Based on 
certain contractual provisions, the total purchase price was reduced by 
approximately $0.5 million during the second quarter of 1997, reflecting a 
decrease in the total assets acquired.

    The Company's net sales for the three and six-month periods ended June 
30, 1996 would have been $618 million and $1,189 million, respectively, if the
acquisition had occurred as of January 1, 1996. The Company's net sales for 
the six month period ended June 30, 1997 would have been $1,157 million, if 
the acquisition had occurred as of January 1, 1997. The Company's net sales 
for the three-month period ended June 30, 1997 includes Sosnick sales for the 
entire period. The impact of the acquisition on net income would not have 
been material for the three or six-month periods ended June 30, 1996 and 1997.

                                       8

<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                    AND RESULTS OF OPERATIONS
                                           
    The following discussion should be read in conjunction with Management's 
Discussion and Analysis included in the Company's 1996 Form 10-K.

GENERAL

    The Company is a broad-line, full-service wholesale distributor of 
packaged consumer products to the convenience retail industry in North 
America. The products distributed by the Company include cigarettes, food 
products such as candy, fast food, snacks, groceries, and non-alcoholic 
beverages, and non-food products such as film, batteries, and other sundries, 
health and beauty care products and tobacco products other than cigarettes. 

RESULTS OF OPERATIONS

    The following table sets forth certain operating results as a percentage 
of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                   THREE MONTHS                   SIX MONTHS
                                                  ENDED JUNE 30,                ENDED JUNE 30,
                                              ---------------------         ---------------------
                                               1996           1997           1996           1997
                                              ------         ------         ------         ------
<S>                                           <C>            <C>            <C>            <C>
Net sales. . . . . . . . . . . . . . . .      100.0%         100.0%         100.0%         100.0%
Cost of goods sold . . . . . . . . . . .       92.4           92.4           92.6           92.4
                                             ------         ------         ------         ------
Gross profit . . . . . . . . . . . . . .        7.6            7.6            7.4            7.6
Operating & administrative expenses. . .        5.9            6.1            6.0            6.4
                                             ------         ------         ------         ------
Operating income . . . . . . . . . . . .        1.6%           1.4%           1.4%           1.2%
                                             ------         ------         ------         ------
                                             ------         ------         ------         ------
</TABLE>

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

    NET SALES.  Net sales for the three months ended June 30, 1997 were 
$615.0 million, an increase of $59.3 million or 10.7% compared to the same 
period in 1996. The increase in net sales was principally due to the Sosnick 
acquisition (which contributed approximately $41 million in sales in the
1997 period) and increases in net sales of food and non-food products during 
the period.

    Net sales of cigarettes for the three months ended June 30, 1997 were 
$408.4 million, an increase of $23.4 million or 6.1% compared to the same 
period in 1996. The increase in net sales of cigarettes was principally due 
to the acquisition of the Sosnick Companies (which contributed approximately 
$22 million in cigarette net sales in the 1997 period) and an increase in 
cigarette prices. The Company's total cigarette unit sales for the three 
months ended June 30, 1997 were 23.7 million cartons, an increase of 0.6 
million cartons or 2.6% compared to the same period in 1996.  The Sosnick 
acquisition contributed approximately 1.5 million in unit sales in the 1997 
period, offsetting a 3.7% decline in unit volumes in the U.S. and Canada.

                                       9

<PAGE>

    Net sales of food and non-food products for the three months ended June 
30, 1997 were $206.6 million, an increase of $35.9 million or 21.0% compared 
to the same period in 1996. The increase was primarily due to the Company's 
continued focus on increasing food and non-food product sales and to the 
Sosnick acquisition (which contributed approximately $19 million in net sales 
in the 1997 period). The increase occurred primarily in fast food sales, 
which increased $8.1 million or 51.6%, candy sales, which grew $8.1 million 
or 14.6%, and snack sales, which were higher by $5.0 million or 49.4%.

    GROSS PROFIT.  Gross profit for the three months ended June 30, 1997 was 
$46.6 million, an increase of $4.5 million or 10.7% compared to the same 
period in 1996. The improvement was primarily due to increased gross profits 
from continued sales growth in the food and non-food product categories 
(which carry significantly higher margins than cigarettes) and the Sosnick 
acquisition. For the three months ended June 30, 1997, the Company recognized 
LIFO expense of $0.6 million compared to $0.4 million for the same period in 
1996.

    OPERATING AND ADMINISTRATIVE EXPENSES.  Operating and administrative 
expenses for the three months ended June 30, 1997 were $37.7 million, an 
increase of $4.7 million or 14.3% compared to 1996. Such expenses for the 
three months ended June 30, 1997 increased to 6.1% of net sales as compared 
to 5.9% for the same period in 1996. The increase reflects approximately $0.9 
million (0.1% of net sales) of one-time duplicative facility costs as a 
result of the Sosnick acquisition, higher levels of staffing during the 
initial integration process and other integration costs associated with the 
acquisition. The remaining increase in expenses as a percentage of sales is 
primarily attributable to the decline in cigarette volumes and the slightly 
higher handling costs associated with the increased sales growth of the 
higher margin food and non-food product categories.

    OPERATING INCOME.  As a result of the foregoing factors, operating income 
for the three months ended June 30, 1997 was $8.9 million, a decrease of $0.2 
million or 2.6% as compared to the same period in 1996. As a percentage of 
net sales, operating income for the three months ended June 30, 1997 was 
1.4%, as compared to 1.6% for the same period in 1996.

    NET INTEREST EXPENSE.  Net interest expense for the three months ended 
June 30, 1997 was $4.7 million, an increase of $3.2 million or 228.4% 
compared to the same period in 1996. This increase resulted from an increase 
in average debt levels and the Company's average interest rate primarily due 
to the recapitalization and senior subordinated note offering which occurred 
in the third quarter of 1996, as well as the additional debt incurred to 
finance the Sosnick acquisition.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

    NET SALES.  Net sales for the six months ended June 30, 1997 were 
$1,142.9 million, an increase of $74.3 million or 7.0% compared to the same 
period in 1996. The increase in net sales was principally due to the Sosnick 
acquisition (which contributed approximately $67 million in sales in the 1997 
period). Excluding the impact of the Sosnick acquisition, the increase in net 
sales was due to higher net sales of food and non-food products, partially 
offset by a decline in net sales of cigarettes in the 1997 period compared to 
the 1996 period.

    Net sales of cigarettes for the six months ended June 30, 1997 were 
$764.2 million, an increase of $19.5 million or 2.6% compared to the same 
period in 1996. The increase in net sales of cigarettes was principally due 
to the acquisition of the Sosnick Companies (which contributed approximately 
$36 million in cigarette net sales in the 1997 period) and an increase in 
cigarette prices offset by a general decline in cigarette unit volume 
(excluding Sosnick unit volume). The Company's total cigarette unit sales for 
the six months ended June 30, 1997 were 44.7 million cartons, a decrease of 
0.6 million cartons or 1.4% compared to the same period in 1996.  The Sosnick 
acquisition contributed approximately 2.4 million in unit sales in the 1997 
period, offsetting declines in unit volumes in the U.S. and Canada of 
approximately 2.8 and 0.3 million cartons, respectively. Unit declines are 
primarily the result of lower cigarette sales by the Company's customer base, 
and the termination of some high volume, marginally profitable cigarette 
business. 

                                      10

<PAGE>

    Net sales of food and non-food products for the six months ended June 30, 
1997 were $378.7 million, an increase of $54.8 million or 16.9% compared to 
the same period in 1996. The increase was primarily due to the Company's 
continued focus on increasing food and non-food product sales and to the 
Sosnick acquisition (which contributed approximately $31 million in net sales 
in the 1997 period). The increase occurred primarily in fast food sales, 
which grew $12.9 million or 44.5%, candy sales, which increased $12.6 million 
or 11.4%, and snack sales, which were higher by $7.1 million or 38.2%.

    GROSS PROFIT.  Gross profit for the six months ended June 30, 1997 was 
$86.7 million, an increase of $7.7 million or 9.8% compared to 1996. The 
improvement was primarily due to increased gross profits from continued sales 
growth in the food and non-food product categories and the Sosnick 
acquisition. The gross profit margin for the six months ended June 30, 1997 
increased to 7.6% of net sales as compared to 7.4% of net sales for the same 
period in 1996. This increase is principally due to food and non-food sales 
(which carry significantly higher margins than cigarettes) constituting 33.1% 
of the Company's total net sales for the six months ended June 30, 1997 
compared to 30.3% for the same period in 1996. For the six months ended June 
30, 1997, the Company recognized LIFO expense of $1.0 million compared to $0.7
million for the same period in 1996.

    OPERATING AND ADMINISTRATIVE EXPENSES.  Operating and administrative 
expenses for the six months ended June 30, 1997 were $72.9 million, an 
increase of $8.4 million or 13.0% compared to 1996. Such expenses for the six 
months ended June 30, 1997 increased to 6.4% of net sales as compared to 6.0% 
for the same period in 1996. The increase reflects approximately $2.2 million 
(0.2% of net sales) of one-time duplicative facility costs as a result of the 
Sosnick acquisition, higher levels of staffing during the initial integration 
process and other integration costs associated with the acquisition. The 
remaining increase in expenses as a percentage of sales is primarily 
attributable to the decline in cigarette volumes and the slightly higher 
handling costs associated with the increased sales growth of the higher 
margin food and non-food product categories.

    OPERATING INCOME.  As a result of the foregoing factors, operating income 
for the six months ended June 30, 1997 was $13.7 million, a decrease of $0.7 
million or 4.9% as compared to the same period in 1996. As a percentage of 
net sales, operating income for the six months ended June 30, 1997 was 1.2%, 
as compared to 1.4% for the same period in 1996.

    NET INTEREST EXPENSE.  Net interest expense for the six months ended June 
30, 1997 was $9.0 million, an increase of $6.1 million or 204.4% compared to 
the same period in 1996. This increase resulted from an increase in average 
debt levels and the Company's average interest rate primarily due to the 
recapitalization and senior subordinated note offering which occurred in the 
third quarter of 1996, as well as additional debt incurred to finance the 
Sosnick acquisition.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's liquidity needs arise primarily from the funding of its 
working capital needs, capital expenditure programs, and debt service 
requirements with respect to its revolving credit facility and senior 
subordinated notes. The Company has no mandatory payments of principal on its 
senior subordinated notes prior to their final maturity on September 15, 
2003, and has no mandatory payments of principal scheduled under its 
revolving credit facility, which matures June 30, 2001. The Company has 
historically financed its operations through internally generated funds and 
borrowings under its credit facilities.

    The Company's debt obligations totaled $197.5 million at June 30, 1997, 
an increase of $4.0 million from $193.5 million at December 31, 1996. The net 
increase in outstanding debt is primarily due to borrowings required to 
finance the Sosnick acquisition offset by reductions in working capital 
funding requirements.
   
    The Company's principal sources of liquidity are net cash provided by 
operating activities and its revolving credit facility. At year end the 
Company typically carries higher inventories which are then liquidated in 
future periods. Therefore, net cash provided by operating activities is 
typically lower at the end of any fiscal year compared to interim periods. 
However, at June 30, 1997, the Company's inventory levels were higher than at 
June 30, 1996 due primarily to a temporary increase in cigarette inventories. 
As a result, net cash provided by operating activities was significantly 
lower for the six months ended June 30, 1997 as compared to the same period 
in 1996.
                                       11
<PAGE>

    As discussed in Note 4 "Acquisition of the Sosnick Companies" to the 
Condensed Consolidated Financial Statements, on February 3, 1997, the Company 
acquired certain assets and the business of the Sosnick Companies. The assets 
acquired included trade accounts receivable, inventories, and warehouse 
equipment that the Company is using in its business. The aggregate purchase 
price for the assets and business acquired was $21.4 million. The excess of 
the purchase price over the fair value of the assets acquired was $4.1 
million and has been reflected as goodwill.

    The acquisition was primarily financed by borrowings under the Company's 
existing revolving credit facility.  The total amount of incremental 
borrowings required to acquire Sosnick at closing was $18.4 million. The 
remaining purchase price was due and payable in installments during the first 
ninety days subsequent to closing in varying amounts specified in the 
purchase agreement, of which $2.9 million was paid in the first six months of 
1997. 

    The Company made capital expenditures of $6.2 million for the six months 
ended June 30, 1997. For the remainder of 1997, the Company estimates it will 
spend approximately $3 to $5 million for capital requirements, principally 
consisting of warehouse facilities and equipment. These expenditures are 
expected to be funded out of net cash provided by operating activities and 
the Company's revolving credit facility.

                                      12


<PAGE>

                          PART II - OTHER INFORMATION
                                                                

Item 1:   Legal Proceedings
    
    In May 1996, the Court of Appeals for the Fifth Circuit decertified a
federal class action purportedly brought on behalf of all cigarette smokers in
the United States. Following the decertification, lawyers for the class brought
state class action lawsuits in a number of states, with the objective of filing
such lawsuits in all fifty states, the District of Columbia and Puerto Rico.
Several of these state lawsuits name cigarette distributors such as the Company
as defendants.

    Two separate actions being heard by the Superior Court for the County of 
San Diego were referred to in previous filings.  Both actions were initially 
dismissed by the Court and the plaintiffs were allowed to re-file their 
complaints.  In July 1997, both complaints were re-filed by the plaintiffs; 
however, the Company is no longer named as defendants to these complaints.

    In October of 1996, a subsidiary of the Company was named as a defendant 
in a class action lawsuit filed in State Court in New Mexico. The other 
defendants include the principal U.S. tobacco manufacturers as well as other 
distributors. The case is brought on behalf of a putative class of smokers 
who reside in New Mexico, each of whom is allegedly nicotine dependent. The 
suit seeks, on behalf of the class, compensatory damages, punitive damages 
and equitable relief, including medical monitoring of the class members.

    In February, March and April 1997, a subsidiary of the Company was served 
with three complaints filed by individual plaintiffs in the District Court of 
Nueces County, Texas. The other defendants in the lawsuits include certain 
U.S. tobacco manufacturers. The complaints seek compensatory and punitive 
damages for injuries allegedly caused by the use of tobacco products.

    In May 1997, a subsidiary of the Company was named as a defendant in an 
action brought by the Attorney General of New Mexico in an action filed in 
State Court in Santa Fe, New Mexico.  The other defendants include the 
principal U.S. tobacco manufacturers as well as other distributors.  The 
Attorney General alleges, among other things, that the defendants realized 
significant profits from the manufacture, distribution, and sale of tobacco 
products, and that these activities have caused residents of New Mexico to 
suffer illnesses and diseases. The State of New Mexico seeks both monetary 
damages and a permanent injunction to require defendants to fund public 
education and smoking cessation programs.

    The Company does not believe that these actions will have a material 
adverse effect on the Company's financial condition.  The Company has been 
indemnified with respect to certain claims alleged in each of the above 
actions.

    In addition, the Company is a party to other lawsuits incurred in the 
ordinary course of its business. The Company believes it is adequately 
insured with respect to such lawsuits or that such lawsuits will not result 
in losses material to its consolidated financial position or results of 
operations.

Item 2:  Changes in Securities

         Not applicable


Item 3:  Defaults Upon Senior Securities

         Not applicable


Item 4:  Submission of Matters to a Vote of Security Holders

         Not applicable

                                      13
<PAGE>

Item 5:  Other Information

         Not applicable


Item 6:  Exhibits and Reports on Form 8-K

(a)      Exhibits

         27   Financial Data Schedule


(b)     Reports on Form 8-K:

        No reports were filed on Form 8-K during the second quarter of 1997

























                                      14

<PAGE>

                                   SIGNATURE
                                           
                                           
                                           
         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.


                                         CORE-MARK INTERNATIONAL, INC.
                                                  (Registrant)




Date:    August 8, 1997                By:  /s/ Leo F. Korman
     ---------------------                -----------------------------
                                            Leo F. Korman, Senior Vice
                                                   President and 
                                              Chief Financial Officer
                                         (Principal Accounting Officer and
                                              duly authorized officer)

















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