9-month Report 2002

www.bechtle.com

Product Procurement

Consulting

Integration

IT-Services

Outsourcing

"Our corporate policy serves primarily to secure and increase the value of our company in the long term"

Bechtle at a glance 9-months 2002 (2001) in accordance with U.S.-GAAP

	01.07.2002 30.09.2002 TEuro	01.07.2001 30.09.2001 TEuro	01.01.2002 30.09.2002 TEuro	01.01.2001 30.09.2001 TEuro

Revenues	204,864	161,136	553,628	458,799
Operating income / loss	7,497	4,757	11,505	9,296
Result before income taxes
(and minority interest)	7,613	5,025	11,919	10,342
Result before minority interest	5,014	2,975	7,620	6,226
Net income	5,014	3,007	7,620	6,244
EBITDA	9,633	7,578	17,853	17,416
EBITA	7,497	5,627	11,505	11,840
EBITA (before established
clientele amortization)	7,631	5,664	11,907	11,877
Result after
goodwill amortization	5,014	3,007	7,620	6,244
Per share *)	0.2482	0.1489	0.3772	0.3091
Result before
goodwill amortization	5,014	3,878	7,620	8,799
Per share *)	0.2482	0.1920	0.3772	0.4356
Number of employees **)
as at 30 September 2002 (2001)			2,320	2,096
Number of dividend-bearing
shares	20,200,000	20,200,000	20,200,000	20,200,000

* In accordance with SFAS 128, the result was calculated in each case using the average number of shares carrying dividend rights for the 9 months.

** including trainees

in Friedrichshafen with computing centre and the business manager - Burckhard Müller

IT on the shores of Lake Constance – Bechtle Friedrichshafen

Bechtle Friedrichshafen originated as micronet GmbH, which was founded in November 1990 by Burckhard Müller. Müller, who today is still the managing director of Bechtle Friedrichshafen, started with a staff of eight as a system house specializing in PC network solutions.

When it became apparent in the late nineties that the future of business would lie with interregional system houses, micronet made the decision to operate under the roof of the Bechtle Group. Integration of micronet commenced in June 1999. Despite the additional overhead initially involved, the company easily achieved the (at the time) ambitious economic targets by posting sales of 11.1 million euro. In the year 2000, micronet GmbH was renamed Bechtle.

Since 2001 the Friedsrichshafen-based system house has been providing a full range of standard system house services, in addition to services such as Document Management, Application Service Providing (ASP) and Enterprise Computing.

Bechtle Friedrichshafen currently employs about a dozen trainees, who in future will strengthen the present team of 37 highly qualified staff.

Bechtle Friedrichshafen is a rapidly expanding company with everincreasing space requirements. For this reason, construction of the new "Am Rohrbach" building began in 2001. Rented in August of this year, the new building, with a useful floor area of 2500 m² and over 80 car parking spaces, provides sufficient space for further growth. The demand of the ASP business for a fail-safe computer centre and the requirements of the newly created training centre were taken into account in the planning of the building.

It is expected that by 2005 Friedrichshafen will have developed into a location with a staff of 70-80 employees generating sales of over 25 million euro. Bechtle Friedrichshafen will then be the leading system house in the Lake Constance-Upper Swabia region.

Growth and earnings run counter to current trend

Following the economic paralysis that has been experienced in the USA and in Europe since summer 2000, it looked at the beginning of the year as if the worst was over. All the market players have now buried their hopes of recovery and the signs would suggest that a storm is on its way. Industry experts are now seriously doubting whether the cyclic end-of-theyear rush to invest that is customary with IT customers will take place again this year.

The present weak economic environment has resulted in virtually all experts predicting a decline in IT business. Depending on the source, "negative growth " varies between 1.3 and 3.5 per cent. Before the trade fair Systems 2002 opened its doors to the public this year, the German IT trade association Bitkom once again rang the alarm bells. The IT industry (computer hardware, software and services), following a 3.5 per cent drop in sales this year, must expect a decline of 1.7 per cent in 2003.

Bechtle, on the other hand, has been able to increase its sales during the Q1-Q3 period under review from 458.8 million euros (2001) to 553.8 million euros. Including acquisitions, this represents growth of 20.7 per cent; adjusted for acquisitions, Bechtle has seen growth of one per cent in what has been an overall sluggish market environment.

Bechtle's growth, however, has not been at the expense of profitability: in the third quarter alone, Bechtle achieved an EBT of 7.6 million euros (Q3 2001: 5.0 million euros, i.e. up 52.0 per cent). Overall, Bechtle reports as at 30.9. 2002 an EBT of 11,9 million euros for Q1-Q3 (in the same period last year: 10.3 million euros).

This is the first time this year that the company has exceeded the comparable value of last year, although in 2001

scheduled goodwill amortization of 2.6million euros had still to be taken into account. By comparison, however, scheduled amortization of 0.4 million euros (relating to acquired customer lists) was recorded in the first three quarters of 2002, as

a result of the new requirements for U.S.- GAAP. Thus the EBITA (before amortization relating to acquired customer lists) in the first nine months period nearly equals last year`s amount of 11.9 million euros. In the third quarter, with an EBTA (earnings before taxation and goodwill amortization) of 7.6 million euros, Bechtle has performed significantly better than last year (5.7 million euros, i.e. up 33.3 per cent).

This would tend to support the view that the current EBT forecast for the entire financial year will be achieved as expected. While Bechtle does not anticipate any improvement in the current economic situation, there were on the other hand no signs indicating that the earnings situation would deteriorate compared with last year. The key factor, however, is business performance in December.

In the current market situation, the strategy of not going out for business whatever the cost has proven to be the right one: Bechtle as a result now expects that, even with sales revenues of less than 800 million euros, earnings before taxation are likely to be higher than in 2001. We continue to predict earnings of slightly over 14.4 million (EBT), with sales remaining fairly stable within a corridor of between 760 and 780 million euros.

The Bechtle share in the capital market climate of the third quarter

"Blue chips - bloody chips" best illustrates the kind of capital market climate in which the Bechtle share had to compete during the period under review. In the third quarter of this year alone, the Nikkei Average dropped 13 per cent in value, the British FTSE 100 was down by more than 27 per cent, the S&P 500 slipped almost 29 per cent and the Euro Stoxx lost close to 30 per cent. Bringing up the rear on the international scene was the Dax, which was acclaimed the underperformer of the third quarter worldwide, taking a dive of 37 per cent. The indices are used by scores of fund managers as the basis for their portfolios, with the result that cursing the "bloody chips" not only expresses the general mood of many market players but also their attitude to the performance of their portfolios. All in all, price losses since August would almost suggest that many investors have stopped being disgruntled and simply thrown in the towel. This has led in some cases to panic selling.

The severe losses have depleted the equity cushions of many of the institutional investors to such an extent that they have been forced to sell off the only jewels they had in their collections at prices that marked the lowest ever for many years. This has put additional pressure on prices, leading to a further acceleration of the downward slide.

The Bechtle share also had a tough fight on the Neuer Markt. The Nemax All Share index opened for trading on 1st July 2002 at 678.57 and closed on 30th September 2002 at 389.03 points. This meant that the Neuer Markt lost 42.7 per cent in the 3rd quarter. IT services lost 30.6 per cent in the same period. Bechtle opened on 1st July 2002 at a price of 5.90 euros and closed on 30th September 2002 at 5.45 euros. The decline of 0.45 points or around 7.6 per cent can be regarded as moderate in view of the performance on the share markets.

The course of the Bechtle-share in comparison to Nemax All Share and listed competitors since 2002

Special events in the third quarter

At the beginning of July, the German trade journal Computerpartner published a ranking of the 25 top system houses in Germany, with Bechtle at 641 million euros moving up from fifth (2001) to second place just behind GE CompuNet

On 9th July, a joint press conference took place in Munich with GE CompuNet, at which details of the previously announced partnership of the two companies were presented to the press. "Buy" recommendations for the Bechtle share and positive press reports followed. The price next day revived and moved up close to the six euro mark.

Following the announcement of the preliminary half-year figures at the beginning of August, the price of the Bechtle share rose quite significantly: on the same day, many analysts recommended the Bechtle share as a "buy". On 3Sat TV's stock market website, one of the participants in the online stock market game included the Bechtle share in his securities portfolio. At the end of August, the analysts from Independent Research once again rated Bechtle as "overweighted".

At the beginning of September, Bechtle received the "Recommended Solution Provider" award from Germany's IT-BUSI-NESS NEWS, which was accompanied by the following laudatory remarks: "The management and editorial staff of Vogel IT-Medien wish to honour the constant growth, the profitability (profits reported in over 40 quarters), and also the flexibility (partnership with GE CompuNet) of Bechtle AG."

Events after the reporting period

The German competition authority has raised no objections to a partnership between Bechtle and GE CompuNet and has issued its approval.

On 30th October, Jürgen Renz has requested the Supervisory Board to release him from the obligations of his position for personal reasons. The Supervisory Board has accepted his request.

Prospects

Bechtle anticipates a comparatively quiet fourth quarter in 2002 and does not believe in a short or medium-term improvement in the sector's business situation before mid-2003. This means that, in the case of IT distributors/ resellers, sales appear to be five to ten per cent down on last year. Market players are assuming that next year will be even tougher than 2002.

Bechtle thus expects to see more consolidation, while there have been as yet no signs of a downturn. The general mood on the market would appear to be rather gloomy due to the significant decline in sales.

In mid-September, the latest study completed by GrowthPlus 500, a group of small to medium-sized European growth companies, was published: Bechtle AG ranked 33rd among the 500 fastest-growing, most dynamic companies in Europe.

Also in mid-September, Bechtle concluded an asset deal to acquire the business activities of the company dcs Dittrich Computer Systeme GmbH in Solingen. With a staff of 35 people and annual sales of some ten million euros, the company now represents Bechtle in and around Solingen, Remscheid and Wuppertal.

On 30th September, the Board of Management of Bechtle AG announced that it would repurchase a maximum of 2,000,000 of its own shares in accordance with the resolution passed at the Shareholders' Meeting held on 10th June 2002. The repurchase of company's shares is principally to acquire assets in other companies in exchange for an issue of shares and will take place solely via the stock exchange.

For several weeks now, following market capitalisation (according to Deutsche Börse), Bechtle has been ranked in the top 30 Nemax shares. At the end of October, Deutsche Börse published a preliminary scenario, on the basis of which Bechtle would be included in the successor to the Nemax 50, the TecDAX.

It has been demonstrated once again that Bechtle is performing better than the market, also because business is not being done regardless of the cost. Bechtle now expects it will achieve sales of somewhat below the 800 million euros targeted: at the moment it also seems that higher earnings before taxation are possible.

Bechtle keeps to its earnings forecast of slightly above 14.4 million euros (EBT) and drops its sales target of 800 million euros to a corridor of between 760 and 780 million euros.

Does the repurchase of shares make sense?

The Board of Management of Bechtle AG announced in an ad hoc statement on 30th September 2002 that it intended to repurchase a maximum of 2,000,000 of its own shares in accordance with a resolution passed at the Shareholders' Meeting held on 10th June 2002.

In the weeks following the announcement, numerous private investors put the following question to Bechtle: "Does the repurchase of shares make any sense in the current economic climate?"

The Bechtle Board of Management is absolutely convinced that the market has undervalued the company and that the repurchase of shares will therefore make very good sense. Because in the medium term the Bechtle shares can be used very effectively for the acquisition of more companies.

Small shareholders will also benefit from the share repurchase scheme. Studies show that the share repurchases in times of severe underperformance result in above-average performance of the share on the market. This is also the conclusion of a study presented recently by Professor Wolfgang Gerke (University of Erlangen-Nuremberg), which covered the period from the beginning of 1999 to March 2002.

During this period in Germany, a total of 151 share repurchases were made via the stock exchange. As with Bechtle, in most of these cases there was a reason for the repurchase: the acquisition of one's own shares to use them as a means of making other acquisitions. Whereas in the USA current studies indicate that

A brief description of the share repurchase scheme: the authority to repurchase can be exercised for full or part amounts, once or several times. It is valid until 1st December 2003. The purpose of the repurchase is primarily to acquire assets in other companies in exchange for an issue of shares. The acquisition of shares will take place solely via the stock exchange. 4

According to the resolution passed at the Shareholders' Meeting, Bechtle may only purchase its own shares at a price of not less than 10 per cent above or below the average of the middle-market closing prices for shares traded on the XETRA electronic trading system of the Frankfurt Stock Exchange for the last five days of trading.

there is an immediate market response of two to six per cent after the announcement of a share repurchase, a much higher level can be observed on average in Germany. In the case of shares traded on the Neuer Markt, Professor Gerke even identified an increase of around nine per cent.

Segment reports

System houses

Unaffected by the current difficulties of the German economy, the system house segment reported a rise in sales and earnings in the third quarter. Like last year, the third quarter was also an improvement on the quarters in the first half-year. EBITDA was up 15.3 per cent to 7.1 million euros. Operating income is currently at 5.2 million euros and is thus 48.6 per cent above the corresponding of 3.5 million euros last year. This is due to more effective utilisation of service personnel and manufacturers' performance-linked commissions. Personnel measures introduced in May of this year have also led to noticeable savings.

The first nine months of the financial year saw sales of 415.0 million euros (last year: 356.3 million euros). This represents an increase of 16.5 per cent compared with the third quarter of 2001 and an improvement in terms of sales revenues of 14.2 per cent from the second to the third quarter in 2002.

Despite receiving various offers to acquire a large number of system houses, Bechtle pursued a policy of restraint on acquisitions in the quarter just completed. dcs Dittrich Computersysteme GmbH, a system house located in Solingen, was acquired mid-Septem-

eCommerce

As usual, "Bechtle direct", which is set up for business in Europe, contributed to the Group's performance with strong growth rates. EBITDA was up 85.7 per cent on last year's figure of 1.4 million euros to 2.6 million euros, with EBIT also showing an increase compared with the same quarter of last year, gaining 1.1 million euros to achieve 2.3 million euros.

In the first nine months, sales revenues increased by some 35.4 per cent to 138.8 million euros (last year: 102.5 million euros). Comparing figures for the second and the third quarters, sales rose by over 3 per cent to 49.1 million euros.

Besides Germany, Bechtle's eCommerce concept is also available in eight other European countries. Sales were up in all locations compared with the third quarter of 2001.

The excellent performance achieved in the third quarter is reflected in the number of visitors to the Bechtle Online Shop: whereas there had been some 50,000 hits registered daily at the halfyear mark, by 30.09.2002, the number had increased to an average of around 54,000, i.e. over a quarter of a million a week.

ber. The subsidiary, which has been renamed Bechtle GmbH, has a staff of 35 and specialises particularly in SAP solutions, workgroup and data warehouse applications, plus archiving services for small to medium-sized companies.

Consolidated Profit and Loss Account in accordance with U.S.-GAAP from 1 January to 30 September 2002 (2001)

		Corporate Report 01.07.2002 30.09.2002	Corporate Report 01.07.2001 30.09.2001	9-month- Report 01.01.2002 30.09.2002	9-month Report 01.01.2001 30.09.2001
	Notes	TEuro	TEuro	TEuro	TEuro
Revenues Cost of revenues		204.864 180.010	161.136 139.111	553.826 487.051	458.799 400.134
Gross profit / loss		24.854	22.025	66.775	58.665
Selling and Marketing expenses General and administrative expenses Other operating income	(9)	10.543 9.714 2.900	11.108 8.322 2.162	30.963 31.080 6.773	28.426 26.370 5.427
Operating income / loss		7.497	4.757	11.505	9.296
Interest income and expenses Other financial result	(10)	116 0	265 3	411 3	1.047 -1
Result before income taxes (and minority interest)		7.613	5.025	11.919	10.342
Income tax	(11)	2.599	2.050	4.299	4.116
Result before minority interest		5.014	2.975	7.620	6.226
Minority interest		0	32	0	18
Net income / loss		5.014	3.007	7.620	6.244
Net income per share (basic) in Euro		0,2482	0,1489	0,3772	0,3091
Net income per share (diluted) in Euro		0,2482	0,1489	0,3772	0,3091
Weighted average shares outstanding (basic)		20.200	20.200	20.200	20.200
Weighted average shares outstanding (diluted)		20.200	20.200	20.200	20.200

Consolidated Balance Sheet as at 30 September 2002 (2001) in accordance with U.S.-GAAP (unaudited)

	Quarterly Report 30.09.2002		Annual Report 31.12.2001
Assets	Notes	TEuro	TEuro
Current assets
Cash and cash equivalents Short-term investments / marketable securities Trade accounts receivable Inventories Deferred tax asset Prepaid expenses and other current assets Total current assets	(1) (2) (11) (3)	18.297 12.765 92.609 28.257 4.009 7.900 163.837	41.200 0 88.269 20.432 2.810 10.758 163.469
Non current assets Tangible assets, net Intangible assets, net Goodwill, net Notes receivable / loans	(4)	10.109 9.564 58.336 0	10.500 4.442 50.650 213
Total non current assets		78.009	65.805
Total assets		241.846	229.274

Liabilities and shareholders` equity	Notes	TEuro	TEuro
Current liabilities
Short term debt and current portion of long-term debt Trade accounts payable Advance payments received Accrued expenses Income tax payable Deferred tax liabilities Other current liabilities Deferred income	(5) (11) (6)	4.098 35.820 180 12.785 1.325 1.541 10.219 3.540	1.040 31.753 3.573 13.764 926 1.313 11.176 3.424
Total current liabilities		69.508	66.969
Non current liabilities
Long-term debt, less current portion	(7)	9.032	1.634
Total non current liabilities		9.032	1.634
Minority interest		0	70
Shareholders` equity
Share Capital 20,200,000 shares authorised, issued and outstanding with par value of 1.00 Euro Additional paid-in capital Retained Earnings / Accumulated deficit Accumulated other comprehensive income / loss	(8)	20.200 134.588 8.356 162	20.200 134.452 5.803 146
Total shareholders` equity		163.306	160.601
Total liabilities and shareholders` equity		241.846	229.274

Consolidated Cash Flow Statement to the Interim Accounts in accordance with U.S.-GAAP from 1 January to 30 September 2002 (2001)

	01.01.2002 30.09.2002	01.01.2001 30.09.2001
	TEuro	TEuro
Cash Flow from operating activities: Net profit / loss Adjustments for: Depreciation and amortization Decrease in provisions and accruals Losses / gains on the disposal of fixed assets Other company-produced additions to assets	7.620 6.348 -580 -224 -340	6.244 8.131 -4.358 -136 -539
Increase in deferred taxation on the debit side Increase in deferred taxation on the asset side Increase in net working capital Other	228 -1.199 -9.473 -70	616 -1.598 -122 57
Net cash provided by operating activities	2.310	8.295
Cash Flow from investing activities: Acquisition of subsidiaries, net of cash acquired Purchase of property, plant and equipment Proceeds from sale of equipment Investment in financial assets	-11.268 -7.386 452 213	-13.161 -5.670 464 -165
Net cash used in investing activities	-17.989	-18.532
Cash Flow from financing activities: Proceeds from issuance of share capital Proceeds from short or long-term borrowings Cash repayments of amounts borrowed Dividend payments	136 11.217 -761 -5.067	0 0 -851 -5.025
Net cash provided by (used in) financing activities	5.525	-5.876
Net effect of currency translation in cash and cash equivalents	16	72
Net decrease in cash and cash equivalents	-10.138	-16.041
Cash and cash equivalents at beginning of period	41.200	49.193
Cash and cash equivalents at end of period	31.062	33.152

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		TE uro	TE uro	TE uro	TE uro	Inc TE om uro e	TE uro	TE uro
Sh are ho lde rs` e qu ity a s a t 3 1 De ce mb er 20 00	20 .20 0. 00 0	20 .2 00	13 4. 45 2	1.8 13	5	63	15 6. 53 3	5. 24 0
Exc Ne Div t I ide ha nc ng nd om e a s p e 3 dju aid 0.0 stm 2 9.2 00 en 0 00 t * 1 )				-5. 6.2 02 44 5		72	-5. 6.2 02 44 72 5	6.2 72 44
Sh are ho lde rs` e qu ity a s a t 3 0 Se pte mb er 20 01	20 .20 0. 00 0	20 .2 00	13 4. 45 2	3.0 32	5	13 5	15 7. 82 4	6. 31 6

Sh are ho lde rs` e qu ity a s a t 3 1 De ce mb er 20 01	20 .20 0. 00 0	20 .2 00	13 4. 45 2	5. 79 8	5	14 6	16 0. 60 1	9.0 94
Gr All Exc Ne Div an oc t I ide ha ted ati nc ng nd om on S e a s p to toc e 3 dju aid A k O 0.0 stm 2 pp 9.2 pti 00 rop en on 1 00 t ria s 2 ) ted R eta ine d ea rni ng s			13 6	-6. -5. 7.6 00 06 20 0 7	6.0 00	16	-5. 7.6 06 13 20 16 0 6 7	7.6 16 20
Sh are ho lde rs` e qu ity a s a t 3 0 Se pte mb er 20 02	20 .20 0. 00 0	20 .2 00	13 4. 58 8	2. 35 1	6.0 05	16 2	16 3. 30 6	7. 63 6

*) Related tax effect: + 28 TEuro**) Related tax effect: + 6 TEuro

Notes to the Consolidated Financial Statements (U.S.-GAAP) for the period 1 January to 30 September 2002

I. Key Accounting, Valuation and Consolidation Principles

This Quarterly Report has been prepared in accordance with the United States Generally Accepted Accounting Principles (U.S.-GAAP)

Consolidation Principles

The same accounting, measurement and calculation methods were applied as for Bechtle's 2001 consolidated financial statement.

Scope of Consolidation

The consolidated financial statements include Bechtle AG, Gaildorf and all the majority-owned subsidiaries it controls. After the Bechtle AG acquired the remaining 49% of the portions of the Uhlmann GmbH, Stuttgart at the beginning of the year, she holds 100% of the shares of each of the companies included in the consolidation, either directly or indirectly through the holding company Bechtle Beteiligungs-GmbH, Gaildorf.

The following undertakings were acquired or founded during the last nine months and are consolidated for the first time:

Company Name	Registered Office	Date of first-time consolidation	Acquired/ Founded
Uhlmann GmbH (completely 49 %)	Stuttgart	01.01.2002	Acquired
Bechtle Data AG *)	Regensdorf, Switzerland	01.01.2002	Founded
BDF Computersysteme Vertriebs- und Service GmbH	Nuremberg	01.01.2002	Acquired
Bechtle GmbH	Hamburg	01.01.2002	Founded
Netzwerk GmbH	Großostheim	01.03.2002	Founded

*) the new-founded Bechtle Data AG took over the division Data of the Eurodis Switzerland AG to 1 February 2002.

Revenue Recognition

Accruals and deferred income amounting to TEuro 3,540 (previous year: TEuro 3,424) were recorded for software maintenance contracts and extended guarantees, and will be written back over the average term of the contracts (generally 12 months).

Advertising Expenses

Expenditure for advertising and sales promotion activities are recorded as expenses as they are incurred. In the period under review, TEuro 3,328 (01.01.-30.09.2001: TEuro 4,394) were included in the profit and loss account.

Short-term investments/ marketable securities

Short-term investments/ marketable securities are classified as "available for sale" and were evaluated with the stock exchange- or market price.

Tangible Assets

Low-value assets totalling TEuro 429 (previous year: TEuro 480) are fully depreciated in their year of acquisition.

Intangible Assets and Goodwill

Intangible Assets

In the period under review, the Company capitalised TEuro 340 (01.01.-30.09.2001: TEuro 539) of software development costs. A net book value of TEuro 1,343 at 31.12.2001 and depreciation of TEuro 502 over the last nine months give a net book value of TEuro 1,181 as at 30.09.2002.

Established clientele

Established clientele are amortized using the straight line method over a period of time that is dependent on the anticipated benefit to the Company. On principle, long-term customer relationships are assumed. The expected useful life is between 5 and 12 years.

Established clientele	TEuro
Book value (30.09.2002)	4,894
Depreciable life (weighted average)	9.9 years
Cumulative depreciation	477
Expenses of the period (01.01.-30.09.2002)	402

In terms of the five following years the expected planned annual depreciation of established clienteles amounts to TEuro 532 for 2002, TEuro 542 for 2003 to 2006 and TEuro 524 for 2007.

Goodwill

Bechtle will apply the Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" published by the Financial Accounting Standards Board (FASB) in June 2001 with effect to January 01, 2002.

SFAS 142 specifies that goodwill and other intangible assets may no longer be depreciated on a regular basis over their economic life, but that their value should be reviewed for impairment at least once a year according to the provisions of SFAS 142. The so-called "impairment test" is a fair-value-based test to be performed at the reporting unit level, with the reporting units representing the segments or one level below the segments.

The first step of the impairment test for goodwill and other intangible assets is required to be completed within six months of adoption of the SFAS 142 standard. If the fair value of a reporting unit is less than its book value, the second step will be to calculate the potential impairment loss. Necessary depreciations must be shown separately as one-off effects in the consolidated financial statements.

Bechtle carried out the relevant studies in the first half of 2002, identifying two reporting units that are identical to the "System integration" and "eCommerce" segments from segment disclosures. The impairment test, which was performed on the basis of the "Discounted Cash Flow" method, showed no impairment loss for either of the reporting units.

As at 30.09.2002 Bechtle had accounted for goodwill amounting to TEuro 58,336. This figure includes the goodwill reported as at 31.12.2001 (TEuro 50,650), as well as newly acquired goodwill in the first quarter (TEuro 7,536) and the third quarter (TEuro 112) which are effected on acquisitions. Subsequent reductions in purchase price in connection with contractual warranty obligations amounting to TEuro 40 have also been accounted for.

Stock Option Programme

As part of the Stock Option Programme of Bechtle AG, BEST Programme No. 1, tranche 2002, a total of 220,200 stock options were granted to management and key top performers in March 2002. If the optionholder has not achieved specific performance targets after the basic term of one year, his options expire. Non-expired options may be exercised at the earliest two years thereafter (retention period) over a period of five years (exercise period) on the condition that the stock price at the exercise date is at least Euro 8.96. Should the employment relationship be terminated within the retention period, the option lapses. If the event of a termination within the exercise period, the option must be exercised as otherwise it will lapse. The option also lapses if it has not been exercised by the end of the exercise period on expiration of the programme. In the event the option is exercised, the optionholder receives a single share of Bechtle AG per option upon payment of Euro 7.79 (exercise price). To service the option, the company obtained approval at the annual shareholders' meeting 2001 to create a conditional capital of up to nominal TEuro 2,000 through the issuance of up to 2,000,000 new shares. The exercise price was fixed as an average of the closing prices of the share of Bechtle AG in XETRA trading during the week from 11.03. to 15.03.2002.

The stock option programme will be accounted for in accordance with SFAS 123. The total value of the options granted will be accounted for on a prorata basis over the three-year lock up period as personnel expenditure, with a counter entry in the capital reserves.

Total expenditure is calculated by multiplying the value of the individual option at the time of granting by the expected number of options to be exercised. The following parameters were used in the financial option evaluation model to determine the value of the individual option (Euro 3.77): stock price Euro 7.79, exercise price Euro 7.79, exchange ratio 1:1, volatility 62 percent, annual divident payment per share Euro 0.25, expected retention period as option life span 5.5 years, risk free rate 4.5 percent p.a., strike price Euro 8.96. The expected number of options to be exercised (200,816 units) is based on the 228,200 originally granted stock options and allows for an estimated annual termination rate among optionholders of the four percent.

Of the total expenditure, currently estimated to be Euro 757,076, Euro 135,993 are attributable to the period of review and were charged to expense.

The following table summarizes the information on outstanding stock options:

	Quantity	Exercise price	Total value on date of granting
		Euro	Euro
Outstanding stock option as at 01.01.2002 Stock options granted 01.01.-30.09.2002 of which exercisable	0 228,200 0	7.79	757,076
of which lapsed Outstanding stock option as at 30.09.2002	11,000 217,200	7.79	757,076

Currency and Translation of Foreign Currency

Differences arising from fluctuations in exchange rates are reported with an effect on net income. In the period under review, a total of TEuro 1 (01.01.-30.09.2001: TEuro 13 booked to income) has been booked to expenses.

II. Other Notes to the Balance Sheet and Profit and Loss Account

1. Marketable securities / Available-for-sale securities

	30.09.2002	previous year
Available-for-sale securities Loan capital	TEuro	TEuro
Purchase costs	12,694	0
Market or fair value	12,765	0
Unrealized gains	96	0
Unrealized losses	25	0

2. Trade accounts receivable

Specific bad and doubtful debt charges are calculated individually.

To cover general credit risk, appropriate general bad debt charges are applied based on previous experience.

	30.09.2002	previous year
Trade accounts receivable	TEuro	TEuro
Trade accounts receivable General bad debt charge Specific bad debt charge	94,211 1,214 388	89,428 884 275
	92,609	88,269

	30.09.2002	previous year
Prepaid expenses	TEuro	TEuro
	196	163
	30.09.2002	previous year
Other current assets	TEuro	TEuro
Expected bonuses Unpaid credit notes Deferred tax assets Advertising cost subsidies Debtor accounts payable Liabilities wages and salaries Other	2,942 1,975 1,908 450 230 106 93	1,435 1,879 3,342 699 377 114 2,749
	7,704	10,595

3. Prepaid expenses and other current assets

4. Loans

With a contract dated 08 October 1998, a loan amounting to TEuro 213 was provided by Bechtle GmbH & Co. KG, Mannheim for the purchase of a piece of land, which was paid back as at April 30, 2002.

5. Provisions

	30.09.2002	previous year
Provisions for	TEuro	TEuro
Outstanding invoices Renumeration Commissions Vacation payments Guarantees Legal and consultancy fees Professional association Bonuses Severely handicapped payments Other provisions	5,135 1,529 1,345 923 636 456 433 180 140 2,008	6,607 884 1,564 774 779 417 482 446 171 1,640
	12,785	13,764

6. Other current liabilities

	30.09.2002	previous year
	TEuro	TEuro
Turnover tax Social security payments Wage tax and church tax Liabilities from wages and salaries Other	4,254 2,234 1,291 144 2,296	3,878 1,981 1,152 76 4,089
	10,219	11,176

7. Long-term dept, less current portion

	30.09.2002	previous year
	TEuro	TEuro
Baden-Württembergische Bank - dept for the acquisition of the system house division of Eurodis Schweiz AG - dept for financing Bechtle GmbH & Co. KG, Darmstadt Sparkasse Schwäbisch Hall - Crailsheim Südwestbank AG	8,198 887 839 123	0 1,207 1,225 216
Long-term dept, total	10,047	2,648
Current portion	1,015	1,014
Long-term dept, less current portion	9,032	1,634

Two depts used to finance acquisition of the system house division of Eurodis Schweiz AG granted by the Baden-Württembergische Bank amounting to TEuro 8,198 are denominated in Swiss francs and mature on December 30, 2008, bearing an interest of 3.44 percent. The surety on the loans involves an obligation to repay the credits with funds obtained from the resale of assets acquired from Eurodis AG.

The dept used to finance the shares in Bechtle GmbH & Co. KG, Darmstadt, granted by the Baden-Württembergischen Bank amounting to TEuro 887 matures on 01 October 2004 and bears 4.5 percent interest. Collateral exists in the obligation to provide equal security (pari passu) when providing collateral, the commitment not to encumber claims and inventories, and in the commitment not to sell shares in Bechtle GmbH & Co. KG, Darmstadt, without the consent of the Baden-Württembergischen Bank.

The dept granted by the Sparkasse Schwäbisch Hall – Crailsheim as working capital facilities matures on 31 May 2004 and bears 4.15 percent interest. Collateral exists in the obligation to provide equal security (pari passu) when providing collateral.

Two depts granted by the Südwestbank AG as working capital facilities mature on January 01, 2004 and October 31, 2004 and bear 4.6 percent and 5.0 percent interest respectively. Bechtle AG has provided a guaranty on the loans as security.

8. Additional paid-in capital

Relating to granted stock options in the period under review Euro 135,993 were charged to personnel expenditure, with a counter entry in the additional paid-in capital.

9. Other operating income

The other operating income amounting to TEuro 6,773 (01.01.-30.09.2001: TEuro 5,427) essentially refers to advertising subsidies, earnings from the release of provisions and bad debt charges, plus the disposal of fixed assets.

10. Interest income and expenses

	01.01.- 30.09.2002	01.01.- 30.09.2001
	TEuro	TEuro
Other interest and similar income Interest and similar expenses	718 307	1,273 226
	411	1,047

11. Income tax

Income taxes comprise taxes paid and owed on income and earnings, and deferred tax assets and liabilities.

The tax expense in the period under review calculated as follows:

	01.01.- 30.09.2002	01.01.- 30.09.2001
	TEuro	TEuro
Current taxes Deferred taxation	5,269 -970	4,320 -204
Tax expense	4,299	4,116

The reconciliation between the actual tax expense and the amount that results when corporation tax, solidarity surcharge and trade tax are calculated using a rate of 38 percent on pre-tax profits is set out below for the period under review:

	TEuro
Earnings before tax on earnings	11,919
Expected tax expense	4,576
Non tax-deductible amortization of established clientele	155
Tax-deductible amortization of goodwill only	-934
Tax expenses in other accounting periods	383
Other	119
Actual tax expense	4,299

The figures for the deferred tax assets and liabilities are shown below. In addition to adjustments made during the current year they also include deferred tax assets to be recorded as a result of the first-time consolidation of acquired companies and tax effects arising from changes in shareholders' equity that have no effect on net income.

	30.09.2002	previous year
Deferred tax assets	TEuro	TEuro
Loss carry forwards Domestic Established clientele Domestic Loss carry forwards Foreign	2,200 706 1,103	1,278 744 941
Depreciation of deferred taxes	4,009 0	2,963 153
Deferred tax assets	4,009	2,810
Deferred tax liabilities
Losses GmbH & Co. KGs Capitalised software Internal audits Construction period interest	1,001 454 53 33	707 516 56 34
Deferred tax liabilities	1,541	1,313

The deferred tax assets arise principally from income tax loss carry forwards, which in accordance with German taxation provisions can be carried forward without limitation. We assume that in future sufficiently high income will be achieved to offset the losses carried forward. It is currently being examined whether or not losses carried forward can be completely offset when the limitation of losses carried forward comes into force as part of the planned tax law amendment according to the governmental draft of the Law on the Reduction of Tax Preferences (SteVAG) as at October 31, 2002.

The tax rate used to calculate all deferred taxes is around 38 percent.

The computation of deferred tax refund claims on foreign tax loss carry forwards is based on the actual tax rate.

Loss carry forwards amounting in total to TEuro 9,479 as at 30 September 2002, on which the deferred tax assets were determined, refer to domestic and foreign subsidiary companies, of which TEuro 3,054 (previous year: TEuro 2,669) are derived from start up losses of foreign enterprises. In accordance with the current local tax laws, the loss carry forwards are regarded as having no time limitation.

III. Acquisition of New Companies

Uhlmann GmbH, Stuttgart

On January 11, 2002, Bechtle purchased the remaining 49 percent of shares in Uhlmann GmbH upon payment of TEuro 659.5 in bar following the acquisition of a 51 percent share of the company in March 2001. The investments in shareholdings were put at the prorata total purchase price of TEuro 766.9 excluding incidental acquisition costs (TEuro 2.6) within the scope of the purchase method used. With regard to the recently acquired 49 percent share, a balancing item amounting to TEuro 295.8 resulted from the consolidation of capital taking account of prorata net assets worth TEuro 79.5. Of this figure, TEuro 118.3 were allocated to the acquired customer base in accordance with SFAS 141. This figure will be depreciated linearly over an effective life of five years. The remaining balancing item of TEuro 177.5 cannot be allocated to a reported asset or defined in concrete terms as an asset and, therefore, is recorded as goodwill.

Uhlmann GmbH (15 employees), the second largest Apple dealer in Germany, supplements the system house segment of the Bechtle Group and extends its range of products and services to include Apple.

The 49-percent share in the company is reported in the balance sheet as follows:

	TEuro
Current assets Inventories Accounts receivable Other current assets	202 310 43
	555
Non current assets Tangible assets Established clientele Goodwill	42 118 177
	337
Total assets	892
Current liabilities Trade accounts payable Other current liabilities	115 402
	517
Non current liabilities	0
Total liabilities	517
Total assets less total liabilities	375

BDF Computersysteme Vertriebs- und Service GmbH, Nuremberg

On January 14, 2002, Bechtle acquired BDF Computersysteme Vertriebs- und Service GmbH on payment of TEuro 2,397 in bar excluding incidental acquisition costs amounting to TEuro 2. The costs of acquisition subsequently increased by TEuro 314 in July in connection with payments made to shareholders. The acquisition was accounted for using the purchase method. Accounting for the acquired net assets, the value of which was fixed at TEuro 383 TEuro compared to the provisonal value of TEuro 401 during preparation of the final balance sheet in July, a purchase price of TEuro 2,713 results in a difference of TEuro 2,330. According to SFAS 141, acquired goodwill to be amortized over ten years accounts for TEuro 999 of this figure. The remaining amount of TEuro 1,331 will be recorded as goodwill as it cannot be allocated to a reported asset or defined in concrete terms as an asset.

The acquisition of BDF Computersysteme Vertriebs- und Service GmbH (26 employees) extends the system house segment of the Bechtle Group to include the Nuremberg location and a firmly established company with long-standing customer relations.

The company is reported in the balance sheet as follows:

	TEuro
Current assets Inventories Accounts receivable Other current assets	482 1,223 218
	1,903
Non current assets Tangible assets Established clientele Goodwill Other intangible assets	120 999 1,331 69
	2,519
Total assets	4,422
Current liabilities Trade accounts payable Other current liabilities	711 998
	1,709
Non current liabilities	0
Total liabilities	1,709
Total assets less total liabilities	2,713

Bechtle Data AG, Zürich–Regensdorf, Switzerland

On February 01, 2002, Bechtle acquired the Data Division (system house division) of Eurodis Schweiz AG and transferred it Bechtle Data AG, Switzerland, which was established specifically for the purpose of the acquisition. Bechtle acquired only the inventory (TEuro 4,453), tangible assets (TEuro 306) and goodwill (TEuro 8,668) upon payment of a total purchase price of TEuro 13,427 in bar.

In accordance with SFAS 141, TEuro 2,600 of the goodwill amount are allocated to the acquired customer base and will be depreciated over ten years. The remaining goodwill (TEuro 6,068) cannot be allocated to a reported asset or defined in concrete terms as an asset and, therefore, is recorded as goodwill.

The acquired system house division (30 employees) has a leading market position in Switzerland in the profitable high-end IT system solutions sector, and particularly in the system integration of high-end Compaq and IBM computer systems in banks and service companies.

In Switzerland, Bechtle has until now been represented only in the eCommerce market by its subsidiary Bechtle Comsoft Direct S.A.. With Bechtle Data AG, Bechtle now broadens its system house segment and presence in an attractive market for solutions for application servers and storage systems. Bechtle also profits from the transfer of know-how to its German subsidiaries which will facilitate a market entry in this lucrative business segment.

The balance sheet of the company at the time of acquisition was as follows:

	TEuro
Current assets Inventories	4,453
	4,453
Non current assets Tangible assets Established clientele Goodwill	306 2,600 6,068
	8,974
Total assets	13,427
Current liabilities	0
Non current liabilities	0
Total liabilities	0
Total assets less total liabilities	13,427

Bechtle GmbH, Solingen

The operations in Solingen (IT system house) of dcs Dittrich Computer Systeme GmbH, Augsburg, were acquired with effect from September 16, 2002. The operations were incorporated into BCS Computervertrieb GmbH (formerly TU Bechtle Verwaltungs-GmbH) in Rottenburg. The company was subsequently renamed Bechtle GmbH and its domicile was moved to Solingen. Only the tangible assets (TEuro 72), inventories (TEuro 209) and goodwill (TEuro 250) were acquired against payment of a purchase price of TEuro 531 in cash in connection with the takeover.

Under SFAS 141, the acquired customer base completely accounts for the goodwill amount to TEuro 138, which is being amortized over 10 years.

With the acquisition of the IT system house (36 staff, of which 8 trainees), the system integration segment of the Bechtle Group will be expanded to include the Solingen area and an established business operation with long-term customer relations.

IV. Pro-Forma Information

If the companies acquired in the period under review and previous year had been acquired at the start of the financial year 2001, we would have seen the following selected key figures:

	01.01.- 30.09.2002	01.01.- 30.09.2001
	TEuro	TEuro
Revenues Net income	558,110 7,612	537,664 4,844
Earnings per share	0.3768	0.2398

V. Contigencies and Commitments

Other Financial Liabilities

The Company's trade accounts receivable are unsecured and the enterprise thus bears the risk that these sums will not be paid. The Company has suffered no losses of major importance on the part of individual customers or customer groups in the past.

Rental Agreements

The company has entered into a number of non-terminable rental agreements for office accommodation and storage facilities. As at 30 September 2002, the minimum rents due under these contracts in future years are as follows:

TEuro
1,592
5,760
4,288
3,285
2,752
1,385
5,805
24,867

Rental expenses for period under review totalled TEuro 5,315 (01.01.-30.09.2001: TEuro 4,437).

Leasing Contracts

The company rents buildings, vehicles and various services on the basis of operating ease transactions which may not be terminated during the basic term of the agreement. Payments under rental contracts amounting to TEuro 1,981 (01.01.- 30.09.2001: TEuro 1,339) have been charged to expenses. Future obligations arising from the above agreements, which have an initial or remaining residual term of over one year as at 30 September 2002, amount to TEuro 9,280.

Litigation

The Company is not aware of any procedures that would have any harmful effect on the earnings, liquidity or financial situation.

VI. Additional Disclosures in the Cash Flow Statement

Net cash provided by operating activities

In the period under review, TEuro 2,310 cash inflows (previous period: TEuro 8,295), were provided by current operating activities.

Net cash used in investing activities

Cash outflows from investing activities amounted to TEuro 17,989 and is accounted for essentially by cash inflows of TEuro 11,268 in connection with the acquisition of subsidiary companies and investments in tangible assets amounting to TEuro 7,386.

Net cash provided by financing activities

Cash inflows from financing activities of TEuro 5,525 result mainly from the admission of short and long term debts to finance the acquisition of the Data Division of Eurodis Switzerland AG.

	30.09.2002	previous year
Cash and cash equivalents	TEuro	TEuro
Liquid funds Securities	18,297 12,765	41,200 0
	31,062	41,200

	01.01.- 30.09.2002	01.01.- 30.09.2001
Cash outflows in the period	TEuro	TEuro
Interest Income tax	307 4,299	226 4,116

VII. Related Parties

Transactions with Related Parties

In the period under review, no significant revenues were generated from transactions with partners, executive employees or companies controlled by them.

Rental agreements for various properties exist between consolidated companies and members of the Executive Board, managing directors, their relatives, and companies controlled by them. In the period under review, rental expenditure for such properties amounting to TEuro 167 (01.01.-30.09.2001: TEuro 584) were reported as income.

VIII. Segment Disclosures

In Germany, there are company offices located in Aachen, Berlin, Bottrop, Chemnitz, Cottbus, Darmstadt, Dresden, Düsseldorf, Eschborn, Freiburg, Friedrichshafen, Gaildorf, Gera, Großostheim, Hamburg, Hanover, Heilbronn, Höchberg, Ingolstadt, Karlsruhe, Kassel, Cologne, Krefeld, Magdeburg, Mannheim, Mainhausen, Mainz, Munich, Münster, Nuremberg, Regensburg, Rottenburg, Schorndorf, Schkeuditz, Schwarzheide, Stuttgart, Solingen, Sulz, Villingen-Schwenningen and Weimar.

Foreign offices are located in Bolzano (Italy), Linz (Austria), Son (Netherlands), Chippenham (UK), in Gland, Fehraltdorf and Regensdorf (Switzerland), Strasbourg (France), Turnhout (Belgium) and in Madrid (Spain).

The administration of the companies within the group is centralised chiefly in Gaildorf.

	01.01.- 30.09.2002	01.01.- 30.09.2001
External revenues by segment	TEuro	TEuro
System integration eCommerce	415,014 138,812	356,267 102,532
Company total	553,826	458,799
	01.01.- 30.09.2002	01.01.- 30.09.2001
Depreciation and amortization by segment	TEuro	TEuro
System integration eCommerce	5,376 972	7,251 880
Company total	6,348	8,131
	01.01.- 30.09.2002	01.01.- 30.09.2001
Operating income/loss by segment	TEuro	TEuro
System integration eCommerce	7,450 4,055	6,928 2,368
Operating income/loss total Financial result	11,505 414	9,296 1,046
Result before income taxes	11,919	10,342
	30.09.2002	previous year
Gross assets by segment	TEuro	TEuro
System integration eCommerce	185,054 56,792	179,411 49,863
Total assets	241,846	229,274

	30.09.2002	previous year
Long-lived assets*) by segment	TEuro	TEuro
System integration eCommerce	16,879 2,794	12,041 2,901
Company total	19,673	14,942

*) Software, advance payments, established clientele and tangible assets

Established clientele by segment	30.09.2002	previous year
	TEuro	TEuro
System integration eCommerce	3,581 1,313	0 1,425
Company total	4,894	1,425

	30.09.2002	previous year
Goodwill by segment	TEuro	TEuro
System integration eCommerce	49,262 9,074	41,566 9,084
Company total	58,336	50,650

Geographic Information

The following amounts can be allocated geographically in the period under review.

	01.01.- 30.09.2002	01.01.- 30.09.2001
External revenues by region	TEuro	TEuro
Domestic Foreign	441,504 112,322	404,844 53,955
Company total	553,826	458,799

Revenues are allocated to the country in which the enterprise has its registered office. From the standpoint of the enterprise, revenues are generated exclusively in its own country.

Long-lived assets are allocated to the regions as follows:

	30.09.2002	previous year
Long-lived assets*) by region	TEuro	TEuro
Domestic Foreign	14,555 5,118	12,625 2,317
Company total	19,673	14,942

All long-lived assets are located in the country in which the enterprise has its registered office.

*) Software, advance payments, established clientele and tangible assets

IX. Income per ordinary share

The following table shows the calculation of the basic and diluted net income per ordinary share:

	01.01.-	01.01.-
	30.09.2002	30.09.2001
	TEuro	TEuro (excluding numer and amount per share)
Net income/net profit for ordinary shareholders	7,620	6,244
Weighted average ordinary shares outstanding	20,200,000	20,200,000
Income and diluted income per ordinary share	0.3772	0.3091

X. Remuneration of the Executive

Executive Board

The total remuneration of the members of the Executive Board of Bechtle AG in the period under review amounted to TEuro 669.

Supervisory Board

The remuneration of the members of the Supervisory Board of Bechtle AG in the period under review amounted to TEuro 27 (01.01.-30.09.2001: TEuro 28).

XI. Executive Bodies

Members of the Executive Board

Gerhard Schick Chairman and CEO Responsible for finances, business planning and public relations

Ralf Klenk Chief Operating Officer Responsible for the system houses, logistics & support, IT and human resources Jürgen Renz Responsible for the eCommerce segment

Dr. Rainer Eggensperger Responsible for software solutions and future duties

Members of the Supervisory

Klaus Winkler Managing Director Chairman of the Supervisory Board

– Deputy Chairman of the Supervisory Board of Sick AG, Waldkirch

– Member of the Supervisory Board of Infoman AG, Stuttgart

Kurt Dobitsch Entrepreneur Deputy Chairman

Chairman of the Supervisory Board of United Internet AG, Montabaur
Member of the Supervisory Board of R+S AG, Denkendorf, of Finex AG, Ebersberg, of 1&1 Internet AG, Karlsruhe, of Adlink AG, Montabaur and of Nemetschek AG, Munich

Otto Beilharz Managing Director

– Member of the Supervisory Board of Kellner & Kunz AG, Vienna

Shares held in Bechtle AG

In each case 10,000 stock options were granted to the members of the executive board Dr. Rainer Eggensperger and Jürgen Renz.

Executive Board	30.09.02	30.09.01
Gerhard Schick Ralf Klenk Jürgen Renz Dr. Rainer Eggensperger	1,226,655 852,462 950 5,716	1,226,655 852,462 950 5,716
Supervisory Board	30.09.02	30.09.01
Klaus Winkler - owned - on behalf of BWK GmbH UnternehmensBeteiligungsGesellschaft Kurt Dobitsch Otto Beilharz	650 3,916,507 0 4,448	650 3,916,507 0 4,448

Gaildorf, November 2002

Bechtle AG

The Executive Board

www.bechtle.com www.bechtle.com

Bechtle AG Postfach 166 74402 Gaildorf Germany

Phone: +49 (0) 79 71 /95 02-24 Fax: +49 (0) 79 71 /95 02-11 E-Mail [email protected]