6-month Report 6-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"

The Bechtle GmbH & Co. KG in Mannheim with the managing Manfred Ochs and Gerhard Marz

This report provides snapshot information about our Mannheim system house

Bechtle Mannheim has its origins in Dialog Systemhaus GmbH, a company founded in 1982 which developed rapidly to become one of the leading system houses in the Rhine-Neckar region by the early 1990s. Since its takeover by Bechtle in October 1994, turnover and profits have increased from year to year, and today Bechtle Mannheim occupies a dominant position among the region's system houses, with annual turnover of just over 60 million euros (2001) and approximately 200 employees.

As one of the largest Bechtle system houses, Mannheim is something of a symbol for the rise of the Bechtle Group as a whole. Steady expansion resulted in the planning last year of a new building with 4,200 square metres of floor space, which was occupied in March 2002.

Bechtle Mannheim offers the full range of system house solutions. Mannheim is also the home of the Groupware Competence Centre, which serves the entire Bechtle Group. Bechtle Mannheim also has its own training centre, which is one of the best in the Group, not only in terms of size and facilities.

Seven hundred square metres of accommodation space provide the venue both for seminars for IT novices and toplevel workshops for IT specialists. Training sessions and courses tailored to customers' specific requirements round off the programme.

The Mannheim training centre aims to be a reliable training partner, and standard open seminars therefore come with a "performance guarantee" in that there is no minimum attendance requirement.

Modern classrooms, a friendly atmosphere and qualified trainers provide the recipe for lasting success in training provision.

Yvonne Auer-Jourdan, manager of the training centre

Bechtle at a glance 6-months 2002 (2001) in accordance with U.S.-GAAP

	1 April to	1 April to	1 January to	1 January to
	30 June 2002	30 June 2001	30 June 2002	30 June 2001
	TEuro	TEuro	TEuro	TEuro

Revenues	183,994	156,675	348,962	297,663
Operating income / loss	2,487	1,948	4,008	4,539
Result before income taxes
(and minority interest)	2,614	2,247	4,306	5,317
Result before minority interest	1,482	1,557	2,606	3,251
Net income	1,482	1,543	2,606	3,237
EBITDA	4,652	4,788	8,220	9,838
EBITA	2,487	2,816	4,008	6,213
EBITA (before established
clientele amortization)	2,623	2,816	4,276	6,213
Result after
goodwill amortization	1,482	1,543	2,606	3,237
Per share *)	0.0734	0.0764	0.1290	0.1602
Result before
goodwill amortization	1,482	2,418	2,606	4,921
Per share *)	0.0734	0.1197	0.1290	0.2436
Number of employees **)
as at 30 June 2002 (2001)			2,321	2,004
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 6 months.

** including trainees

Dear Shareholders, Dear

it is very difficult at present to make predictions about how the IT market will develop. This applies in equal measure to the future of our own sector and that of the economy as a whole. While the industry association BITKOM was still predicting a gain of 4.2 per cent in March 2002, by the middle of June it had revised its forecast to the current figure of just over zero growth. BITKOM has also moved to a more cautious stance for the coming year and is now talking in terms of only small increases, having previously anticipated a gain of 8.6 per cent for 2003.

It is also, of course, no easy matter for our customers to make predictions about their future buying behaviour, and this in turn makes it difficult for us to forecast sales and profits with any degree of reliability. Many years of experience have shown that around 45 per cent of business is typically generated during the first half-year. On the assumption that the seasonal gains typical of the sector will also materialise this year, we continue to adhere to our sales target of 800 million euros.

Despite a poor market environment, our second quarter showed a marked improvement over the first. We are, however not yet satisfied, and we continue to work hard to enhance performance further, particularly as we believe that 2002 offers no prospect of further recovery. On the basis of our third-quarter figures so far, we are confident that we will once again match, and possibly even exceed, our results from the previous year.

Bechtle and the capital market

The prevailing mood is extremely gloomy at present in the technology sector in particular, and we are therefore assuming that the slump in the stock markets will persist. We are unlikely to see any improvement before the medium term, as the markets are currently affected by a strong feeling of mistrust, with the uncertainty caused by the recent scandals and the general economic gloom inhibiting investors' willingness to buy.

Since their record highs in 2000, the leading share indices have declined sharply. An upturn in the economy is typically prefigured in the equity markets approximately six months before its onset, but at present all positive macroeconomic signs are being ignored. This restraint is also affecting rock solid companies such as Bechtle, and even excellent fundamentals such as ours are not being reflected in the stock market as we had hoped.

Compared with previous corrections in the equity market, the weakness of the capital markets is becoming a potential threat to the economy in itself. In view of the particular nature of the current slump, it is understandable that a fundamental mistrust should have developed among private investors, reducing the level of investment – in the same way in which the institutional investors have significantly cut back their positions in the Neuer Markt. Alongside the economic imponderables, the fear of further bouts of turbulence caused by accounting scandals is also having a dampening effect on sentiment. In this regard, it is important to underline two things:

The first is that my family, which together holds a stake of just over 35 per cent in Bechtle, has not disposed of a single share since the flotation and does not intend to do so in the foreseeable future. The second is that you can be absolutely certain that we do things properly at Bechtle, as in the event of doubt we always take a conservative approach in producing our financial results.

The Bechtle-share since 2002

Over the past few weeks, the price of the Bechtle share has held up relatively well against the poor market environment, and it will also have to contend with a negative environment in the markets in the coming period. We continue to respond with a focus on long-term sustainability. This means rejecting a short-term quarter-by-quarter mindset. All our decisions are guided exclusively by the criterion of long-term success.

Bechtle is and will remain a growth stock. Despite the current turbulence on the Neuer Markt we therefore see no reason to leave this growth segment.

Gerhard Schick, Chairman of Bechtle AG

Profitability prooved

In a persistently weak market environment, Bechtle recorded sales of 349.0 million euros for the first half-year (previous year: 297.7 million euros). At 8.2 million euros, EBITDA was below the corresponding figure for the previous year (9.8 million euros). Our system house business contributed 6.1 million euros to EBITDA, with eCommerce providing 2.1 million euros.

Bechtle achieved sales of 184.0 million euros in the second quarter (first quarter: 165.0 million euros), and at 4.7 million euros EBITDA increased over the first quarter (3.6 million euros). At the closing date on 30 June, Bechtle employed 2,321 people (first half-year 2001: 2,004), and had an order book with a total value of 43.4 million euros (previous year: 32.4 million euros).

Bechtle is therefore clearly operating at a profit in contrast to many other parts of its sector. A number of factors need to be taken into account in interpreting the results. First, investments in five new sites established during the first quarter in Nuremberg, Munich, Kassel, Hamburg und Aschaffenburg and the associated start-up costs. Second, a number of personnel measures introduced by Bechtle from May. Approximately 150 members of staff were affected by these measures, which resulted in additional costs of approximately 1.8 million euros. The effects of the savings achieved will start to become visible in the third and fourth quarters of 2002.

It should also be noted when interpreting the partial results that regular goodwill depreciation was no longer carried out in compliance with the requirements of SFAS 142 (corresponding period of previous year: 1.7 million euros). Instead, a writedown of the customer base of 268 thousand euros was carried out in the period under review in line with SFAS 141. The following should be noted with regard to the number of staff: as at the closing date on 30 June, the company was required to record headcount of 2,321, but on 1 July the number of staff employed by Bechtle was 2,250. The difference to the figures for the first quarter is attributable to the expansion of subsidiaries, including Bechtle Data AG (Switzerland) and Bechtle S.L. (Spain).

Valuation

The first calendar half-year is typically the weaker of the two in the IT sector. This year, negative impacts from the economy as a whole were an additional factor. The macroeconomic fundamentals led customers and market participants alike to assume that the outlook was a gloomy one. The overall performance of the IT market was correspondingly lacklustre. In addition, the USA and European equity

markets suffered the effects of a loss of confidence following of a

Despite the company's strong fundamentals, the performance of the Bechtle share was unable to escape the resulting slide of the equity markets entirely.

Despite getting off to an unsatisfactory start with the first-quarter results, Bechtle successfully defied a hostile market to achieve good overall performance for the first half-year. Indeed, the increase in sales of approximately 17 per cent over the corresponding period of the previous year came exclusively from external growth, so that Bechtle gained market share in the face of the regressive tendencies of the market as a whole.

A comparison between the first and second quarter shows an appreciable upward trend which has continued into July, with new orders in the month totalling 89.0 million euros, of which 15.0 million euros were special orders (July 2001: 57.0 million euros).

Special events

First quarter: in January we took over the service division of the Swiss company Eurodis AG, and in the same month BDF Computersysteme Vertriebs- und Service GmbH in Langenzenn near Nuremberg also joined the Bechtle Group. Following the failure of a major competitor, Bechtle succeeded in winning new customers at the beginning of the year, and as a result new sites were established in Hamburg, Kassel, Munich and Großostheim near Aschaffenburg.

In Italy and Spain, catalogues were distributed in the national languages for the first time.

Second quarter: Bechtle started implementing the personnel measures mentioned above in May.

As in the previous year, the shareholder meeting resolved to pay a dividend of 25 eurocents per share.

On 26 June, Bechtle announced a strategic alliance with GE Compunet.

Under this alliance, Bechtle will use GE Compunet's configuration and logistics centre for large-scale IT rollouts and the configuration of complex IT systems, while GE Compunet will expand its product and service offering for standardised IT products on the basis of an E-procurement platform developed and operated by Bechtle.

Bechtle will have access to GE Compunet's central multi-vendor spares management system, enabling the provision of availability data, nationwide distribution, and the coordination of warranty and repair management processes from a number of central depots for all types of IT products.

The alliance will give Bechtle and GE Compunet access to the best processes offered by the other partner, shortening lead times for new IT products and process innovations and improving relationships with manufacturers and suppliers. Bechtle looks forward to significantly higher levels of customer satisfaction, an appreciable improvement in costs from the resulting synergies and scale effects, and an expanded product portfolio. The cooperation between the two companies is still conditional on the approval of the cartel office.

Outlook

The IT sector and the German system house landscape are currently undergoing a phase of market consolidation. This process of selection is not the result of a basic fall-off in customer demand but rather of the general slowdown in the economy, which is causing customers to postpone investments which will sooner or later become unavoidable. Bechtle therefore continues to pursue growth targets under the premise of long-term sustainability.

Small and medium-sized customers are regarded as the market segment with the greatest potential for growth. Big names such as IBM, Microsoft and SAP are increasingly seeking system house and trading partners with the ability to develop this segment. Bechtle is particularly strong in this market, and is also represented virtually across the whole of Germany.

Hewlett Packard (HP) has announced its intention to expand direct business in the US market from 1 November. In the past, HP has only supplied direct to a handful of selected key customers, leaving the rest of the market for its sales partners. It is possible that this change in strategy will be extended to the European market after an implementation phase in the USA, and that this will erode Bechtle's sales volumes. Although HP is one of its largest manufacturer partners, Bechtle does not depend on a single manufacturer, supplier or customer for its existence.

Bechtle has large reserves of liquidity at its disposal and is operating at a profit. However, the current state of the stock market is making it difficult to translate the company's strong fundamentals and outperformance of the IT market into price gains for the Bechtle share. The continuity in Bechtle's dividends is a signal to investors with a long-term horizon.

During the first halfyear, Bechtle received offers to acquire two to three companies per week on average. However, Bechtle is biding its time for the

present. One key concern is the successful integration of the company's new sites, and another is Bechtle's desire to remain flexible so that it is in a position to take rapid advantage of acquisition opportunities which might arise as the sector consolidates. As previously mentioned, approval was received for the acquisition of company shares at this year's shareholder meeting, and these could be used as currency in takeover negotiations.

Surveys of IT budgets in western Europe for the years 2002 and 2003 show strongly contrasting results, making it difficult to predict the future performance of the IT market. Even if the state of the economy improves, demand for IT products and services is likely to remain muted initially. Bechtle believes that a slight increase will not be seen until the first half-year of 2003. Against this backdrop, Bechtle does not anticipate a significant improvement in the market during the remainder of the year, although an upturn in business in the third and fourth quarter is usual for the sector. Experience has shown that around 45 per cent of business is generated in the first half-year. In principle, a certain element of risk must be taken into account when placing reliance on the materialisation of this seasonal upswing, but the level of orders received in June and August indicates that business will develop in line with previous experience. Based on this assumption, Bechtle has set the following targets for 2002:

Sales: 800 million euros
EBT: slightly up on the previous year's figure of 14.4 million euros
Continuity of dividends.

Segment reports

System houses

Our system house business felt the effects of the difficult economic climate during the period under review, but remained profitable nonetheless.

At 6.1 million euros, EBITDA lies below the corresponding figure for the first halfyear of 2001 (8.3 million euro).

Operating income has fallen by 1.1 million euros to 2.3 million euros. This result was adversely affected by start-up costs for the new sites and the staff cuts mentioned above. The corresponding savings will start to take effect in the second half-year and will more than compensate for the losses experienced. Compared with the first quarter of 2002, the second quarter shows a gain in EBITDA of over 64 per cent (from 2.3 to 3.8 million euros).

Sales revenues were increased in the first half-year by more than 10 per cent to 259.0 million euros (previous year: 235.0 million euros). Comparing the first and second quarters of 2002, sales revenues rose in the second quarter by just over 11 per cent to 136 million euro.

No new companies were acquired in the second quarter, and Bechtle intends to maintain a restrained stance in the area of acquisitions for the remainder of the financial year. Consideration will only be given to acquisitions which offer exceptional opportunities.

A study conducted by the trade magazine "Computerpartner" in May provided information about the 25 largest system houses in Germany. Bechtle had moved up to second place from fifth place last year. One result revealed by the study was that only half of the system houses surveyed by Computerpartner had managed to achieve any increase in sales in the previous year.

eCommerce

Bechtle's direct subsidiaries have one again managed to escape the effects of the poor market environment, achieving impressive results from their pure commercial business. Bechtle thus achieved EBITDA of 2.1 million euros in this segment in the first half-year, representing a gain of 37.7 per cent compared with the previous year's figure of 1.5 million euro. EBIT increased by 0.6 million euros to 1.7 million euros, a gain of 49.4 per cent over the corresponding period of the previous year.

Sales revenues rose compared with the same period in 2001 from 63.0 million euros to 89.7 million euros. With an increase of 42.5 per cent, Bechtle outperformed the market significantly in terms of sales growth. Comparing the first and second quarter of 2002, sales rose by 12.9 per cent in the second quarter.

Catalogues in the national languages were published for the first time for Spain and Italy, and this development was directly accompanied by a sharp rise in sales for Bechtle in both countries. The company's new Internet presence for Spain went live in April. The group subsidiaries in Switzerland and the Netherlands saw strong sales growth of between 20 and 52 per cent, and in France and Belgium sales actually doubled and trebled.

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

		Corporate Report 1 April to	Corporate Report 1 April to 30 June 2002 30 June 2001	6-month- Report 1 January to 30 June 2002	6-month Report 1 January to 30 June 2001
	Notes	TEuro	TEuro	TEuro	TEuro
Revenues Cost of revenues		183,994 161,296	156,675 137,986	348,962 307,041	297,663 261,023
Gross profit / loss		22,698	18,689	41,921	36,640
Selling and Marketing expenses General and administrative expenses Other operating income	(9)	9,964 11,516 1,269	8,580 9,498 1,337	20,420 21,366 3,873	17,318 18,048 3,265
Operating income / loss		2,487	1,948	4,008	4,539
Interest income and expenses Other financial result	(10)	127 0	303 -4	295 3	782 -4
Result before income taxes (and minority interest)		2,614	2,247	4,306	5,317
Income tax	(11)	1,132	690	1,700	2,066
Result before minority interest		1,482	1,557	2,606	3,251
Minority interest		0	-14	0	-14
Net income / loss		1,482	1,543	2,606	3,237
Net income per share (basic) in Euro		0.0733	0.0764	0.1290	0.1602
Net income per share (diluted) in Euro		0.0733	0.0764	0.1290	0.1602
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 June 2002 (2001) in accordance with U.S.-GAAP (unaudited)

		Quarterly Report 30 June 2002	Annual Report 31 December 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	(1) (2) (11) (3)	9,449 12,415 97,219 28,328 4,191 8,452	41,200 0 88,269 20,432 2,810 10,758
Total current assets		160,054	163,469
Non current assets
Tangible assets, net Intangible assets, net Goodwill, net Notes receivable / loans	(4)	10,532 9,044 57,932 0	10,500 4,442 50,650 213
Total non current assets		77,508	65,805
Total assets		237,562	229,274

Liabilities and shareholders`equity<br>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)	12,025 33,879 208 13,752 158 1,580 13,464 3,225	1,040 31,753 3,573 13,764 926 1,313 11,176 3,424
Total current liabilities		78,291	66,969
Non current liabilities
Long-term debt, less current portion	(7)	1,090	1,634
Total non current liabilities		1,090	1,634
Minority interest		0	7 0
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)	20,200 134,525 3,359 97	20,200 134,452 5,803 146
Total shareholders` equity		158,181	160,601
Total liabilities and shareholders` equity		237,562	229,274

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

	1 January to 30 June 2002	1 January to 30 June 2001
	TEuro	TEuro
Cash Flow from operating activities: Net profit / loss Adjustments for:	2,606	3,237
Depreciation and amortization Increase / decrease in provisions and accruals Losses / gains on the disposal of fixed assets Other company-produced additions to assets Increase in deferred taxation on the debit side Increase in deferred taxation on the asset side Increase in net working capital Other	4,212 -780 -123 -200 267 -1,381 -13,690 -70	5,309 -1,867 -121 -352 334 -1,446 -8,012 89
Net cash provided by (used in) operating activities	-9,159	-2,829
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	-11,013 -5,069 277 213	-5,151 -3,478 410 -15
Net cash used in investing activities	-15,592	-8,234
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	73 10,984 -543 -5,050	0 0 -3 -5,025
Net cash provided by (used in) financing activities	5,464	-5,028
Net effect of currency translation in cash and cash equivalents	-49	60
Net increase (decrease) in cash and cash equivalents	-19,336	-16,031
Cash and cash equivalents at beginning of period	41,200	49,193
Cash and cash equivalents at end of period	21,864	33,162

fr St om at em 1 Ja en nu t of ar c y ha to ng 3 0 es Ju in ne s 2 ha 00 re	ho 2 (2 ld 00 er s` 1) e q	ui ty
	sh are Nu or s i mb din ssu er ary ed of	Su bs ca ca cri pit pit be al al d	res Ca Ca erv pit pit es al al	Re tai ne Cu d mu Ea res rn lat ing ult ive s s	Re Re tai tai Ap ne ne d d pr op ea Ea rn rn ria ing ing ted s s	co Ac mp cu reh mu Inc en ot lat om siv he ed e e r	sh are ho eq lde To uit ta rs` y l	Co mp Inc reh om siv en e e -
		TE uro	TE uro	TE uro	TE uro	TE uro	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 ,2 00 ,0 00	20 ,2 00	13 4, 45 2	1,8 13	5	6 3	15 6, 53 3	5, 24 0
Exc Ne Div t In ide ha ng co nd e a me s p 30 dju aid stm .06 2 00 .20 en 0 t * 01 )				-5, 3,2 02 37 6		59	-5, 3,2 02 59 37 6	3,2 59 37
Sh are ho lde rs` e qu ity a s a t 3 0 Jun e 20 01	20 ,2 00 ,0 00	20 ,2 00	13 4, 45 2	2 4	5	12 2	15 4, 80 3	3,2 96
Sh are ho lde rs` e qu ity a s a t 3 1 De ce mb er 20	01 20 ,0 00 ,0 00	20 ,2 00	13 4, 45 2	5, 79 8	5	14 6	16 0, 60 1	9, 09 4
All Gr Exc Ne Div an oc t In ide ha ted ati ng co nd on St e a me s p to oc 30 dju aid A k O stm .06 2 pp pti 00 .20 rop en on 1 t 02 ria s ) ted R eta ine d ea rni ng s			73	-6, -5, 2,6 00 05 06 0 0	6,0 00	-49	-5, 2,6 05 -49 06 73 0 0	2,6 -49 06
Sh are ho lde rs` e qu ity a s a t 3 0 Jun e 20 02	20 ,2 00 ,0 00	20 ,2 00	13 4, 52 5	-2 ,6 46	6, 00 5	9 7	15 8, 18 1	2, 55 7

*) Related tax effect: + 23 TEuro**) Related tax effect: - 19 T

Euro

www.bechtle.com 13

Notes to the Consolidated Financial Statements (U.S.-GAAP) for the period 1 January to 30 June 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 majorityowned 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 six 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 3,225 (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 2,169 (01.01.-30.06.2001: TEuro 2,106) 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 267 (previous year: TEuro 480) are fully depreciated in their year of acquisition.

Intangible assets and Goodwill Intangible and Goodwill

Intangible assets

In the period under review, the Company capitalised TEuro 200 (01.01.-30.06.01: TEuro 352) of software development costs. A net book value of TEuro 1,343 at 31.12.2001 and depreciation of TEuro 334 over the last six months give a net book value of TEuro 1,209 as at 30.06.2002.

Established clientele

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

Established clientele	TEuro
Book value (30.06.2002)	4,891
Depreciable life (weighted average)	9.9 years
Cumulative depreciation	343
Expenses of the period (01.01.-30.06.2002)	268

In terms of the five following years the expected planned annual depreciation of established clienteles amounts to TEuro 528 for 2002 to 2006 and TEuro 510 for 2007.

Goodwill Goodwill

Goodwill arising from capital consolidation is capitalised.

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.

The goodwill and other intangible assets amounting to TEuro 57,932 as at 30.06.2002 remained unchanged compared to 31.03.2002, with the exception of currency exchange differences.

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 option holder 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 5 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 option holder 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 pro rata basis over the 3 year lock up period as personnel expenditure, with a counter entry in the additional paid-in capital.

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 per cent, annual dividend payment per share Euro 0.25, expected retention period as option life span 5.5 years, risk free rate 4.5 per cent 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 option holders of the 4 per cent.

Of the total expenditure, estimated to be Euro 757,076, Euro 72,904 are attributable to the period under 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.-30.06.2002 of which exercisable	0 228,200 0	7.79	757,076
of which lapsed Outstanding stock option as at 30.06.2002	2,700 225,500	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 2 (01.01.-30.06.2001: TEuro 2 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

Available-for-sale securities Loan capital	30.06.2002	previous year
	TEuro	TEuro
Purchase costs	12,441	0
Market or fair value	12,415	0
Unrealized gains	9	0
Unrealized losses	35	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.

	30.06.2002	previous year
Trade accounts receivable	TEuro	TEuro
Trade accounts receivable General bad debt charge Specific bad debt charge	98,624 1,053 352	89,428 884 275
	97,219	88,269

3. Prepaid expenses and other current assets

	261	163

Prepaid expenses	TEuro	TEuro
	30.06.2002	previous year

30.06.2002	previous year
TEuro	TEuro
	3,342
	1,879
	1,435
	377
	699
	114
2,503	2,749
8,191	10,595
	2,098 1,717 943 540 293 97

4. Notes receivable / 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. Accrued expenses

	30.06.2002	previous year
Accrued expenses	TEuro	TEuro
Outstanding invoices	7,065	6,607
Vacation payments	2,123	774
Commissions	996	1,564
Guarantees	607	779
Legal and consultancy fees	355	417
Professional association	299	482
Remuneration	221	884
Bonuses	139	446
Severely handicapped payments	115	171
Other accrued expenses	1,832	1,640
	13,752	13,764

6. Other current liabilities

30.06.2002	previous year
TEuro	TEuro
4,710 2,255 1,497 146 4,856	3,878 1,981 1,152 76 4,089
13,464	11,176

7. Long-term debt, less current portion

	30.06.2002	pevious year
	TEuro	TEuro
Sparkasse Schwäbisch Hall - Crailsheim Baden-Württembergische Bank Südwestbank	967 994 144	1,225 1,207 216
Long-term debt, total Long-term	2,105	2,648
Current portion	1,015	1,014
Long-term debt, less current portion	1,090	1,634

The loan granted by the Sparkasse Schwäbisch Hall - Crailsheim matures on 31 May 2004 and bears 4.15 per cent interest. Collateral exists in the obligation to provide equal security (pari passu) when providing collateral.

The loan granted by the Baden-Württembergischen Bank matures on 01 October 2004 and bears 4.5 per cent 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.

8. Additional paid-in capital capital

Relating to granted stock options in the period under review Euro 72,904 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 3,873 (01.01.-30.06.2001: TEuro 3,265) 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

TEuro
930 148
782

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 is calculated as follows:

	01.01.- 30.06.2002 TEuro	01.01.- 30.06.2001
		TEuro
Current taxes Deferred taxation	2,814 -1,114	2,436 -370
Tax expense	1,700	2,066

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 per cent on pre-tax profits is set out below for the period under review:

	TEuro
Earnings before tax on earnings	4,306
Expected tax expense	1,653
Non tax-deductible amortization of established clientele	103
Tax-deductible amortization of goodwill only	-535
Other	194
Tax expenses in other accounting periods	285
Actual tax expense	1,700

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.

	30.06.2002	previous year
Deferred tax assets	TEuro	TEuro
Loss carry forwards Domestic Established clientele Domestic	2,441 718	1,278 744
Loss carry forwards Foreign	1,032	941
Depreciation of deferred taxes	4,191 0	2,963 153
Deferred tax assets	4,191	2,810
Deferred tax liabilities
Losses GmbH & Co. KGs Capitalised software Internal audits Construction period interest	1,031 464 52 33	707 516 56 34
Deferred tax liabilities	1,580	1,313

The deferred tax assets arise principally from income tax loss carry forwards, which in accordance with present country-specific 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.

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

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 9,990 as at 30 June 2002, on which the deferred tax assets were determined, refer to domestic and foreign subsidiary companies, of which TEuro 2,846 (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. 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.- 30.06.2002	01.01.- 30.06.2001 TEuro TEuro

Revenues	353,243	359,212
Net income	2,598	3,673
Earnings per share	0.1286	0.1818

IV. 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 June 2002, the minimum rents due under these contracts in future years are as follows:

Financial year	TEuro
01.07.-31.12.2002	3,018
2003	5,477
2004	3,933
2005	2,920
2006	2,375
01.01.-30.06.2007	820
over 5 years	5,207
Minimum rent payments total Minimum rent total	23,750

Rental expenses for period under review totalled TEuro 3,450 (01.01.-30.06.2001: TEuro 2,902).

Leasing Contracts

The company rents buildings, vehicles and various services on the basis of operating lease transactions which may not be terminated during the basic term of the agreement. Payments under rental contracts amounting to TEuro 1,245 (01.01.-30.06.2001: TEuro 942) 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 June 2002, amount to TEuro 9,111.

Litigation

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

V. Additional Disclosures in the Cash Flow Statement

Net cash used in operating activities

In the period under review, TEuro 9,159 cash outflows (previous period: TEuro 2,829), were used in current operating activities which were essentially accounted for by an increase in inventories and trade accounts receiveable.

Net cash used in investing activities

Cash outflows from investing activities amounted to TEuro 15,592 and is accounted for essentially by cash inflows of TEuro 11,013 in connection with the acquisition of subsidiary companies and investments in tangible assets amounting to TEuro 5,069.

Net cash provided by financing activities

Cash inflows from financing activities of TEuro 5,464 result mainly from the admission of short term debts to finance the acquisition of the Data Division of Eurodis Switzerland AG.

	30.06.2002	previous year
Cash and cash equivalents	TEuro	TEuro
Liquid funds Securities	9,449 12,415	41,200 0
	21,864	41,200

	01.01.-	01.01.-
	30.06.2002	30.06.2001
Cash outflows in the period	TEuro	TEuro
Interest	209	148
Income tax	1,700	2,066

VI. 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 111 (01.01.-30.06.2001: TEuro 378) were reported as income.

VII. 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, 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.- 30.06.2002	01.01.- 30.06.2001
External revenues by segment	TEuro	TEuro
System integration eCommerce	259,220 89,742	234,679 62,984
Company total Company	348,962	297,663

	01.01.- 30.06.2002	01.01.- 30.06.2001
Depreciation and amortization by segment	TEuro	TEuro
System integration eCommerce	3,556 656	4,755 554
Company total Company	4,212	5,309

	01.01.- 30.06.2002	01.01.- 30.06.2001
Operating income/loss by segment	TEuro	TEuro
System integration eCommerce	2,298 1,710	3,394 1,145
Operating income/loss total Operating income/loss total Financial result	4,008 298	4,539 778
Result before income taxes	4,306	5,317

TEuro
	TEuro
177,293 60,269	179,411 49,863
	229,274
	237,562

	30.06.2002	previous year TEuro
Long-lived assets*) by segment	TEuro
System integration eCommerce	16,716 2,860	12,041 2,901
Company total Company	19,576	14,942

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

	30.06.2002	previous year
Established clientele by segment	TEuro	TEuro
System integration eCommerce	3,541 1,350	0 1,425
Company total Company	4,891	1,425

	30.06.2002	previous year
Goodwill by segment	TEuro	TEuro
System integration eCommerce	48,848 9,084	41,566 9,084
Company total Company	57,932	50,650

Geographic Information

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

	01.01.- 30.06.2002	01.01.- 30.06.2001
External revenues by region	TEuro	TEuro
Domestic Foreign	278,506 70,456	268,381 29,282
Company total Company	348,962	297,663

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:

TEuro	TEuro
14,344 5,232	12,625 2,317
19,576	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

VIII. Income per ordinary share

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

	01.01.-	01.01.-
	30.06.2002	30.06.2001

	TEuro	TEuro
		(excluding number and amount per share)

Net income/net profit
for ordinary shareholders	2,606	3,237
Weighted average ordinary shares outstanding	20,200,000	20,200,000
Income and diluted income per ordinary share	0.1290	0.1602

IX. Remuneration of the Executive Bodies

Executive Board

The total remuneration of the members of the Executive Board of Bechtle AG in the period under review amounted to TEuro 446.

Supervisory Board

The remuneration of the members of the Supervisory Board of Bechtle AG in the period under review amounted to TEuro 18 (01.01.-30.06.2001: TEuro 18).

X. Executive Bodies

Members of the Executive Board

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

Ralf Klenk 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 Board

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, and of GMX Ges. für Datenkommunikationsdienste AG, Munich
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 Board	30.06.02	30. 06.01
Gerhard Schick Ralf Klenk Jürgen Renz Dr. Rainer Eggensperger	1,226,655 852,462 950 5,716	1,226,655 852,462 950 4,716
Supervisory Board Supervisory Board	30.06.02	30. 06.01
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, August 2002

Bechtle AG

The Executive Board

www.bechtle.com www.bechtle.com .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]