10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2010

OR

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

For the transition period from __________ to __________

Commission File Number: 0-25092

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	86-0766246
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6820 South Harl Avenue, Tempe, Arizona 85283
(Address of principal executive offices) (Zip Code)

(480) 902-1001
(Registrant’s telephone number, including area code)

(Former name, former address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ          No o

Indicate by a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o          No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o          No þ

The number of shares outstanding of the issuer’s common stock as of October 29, 2010 was 46,274,027.

INSIGHT ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q
Three Months Ended September 30, 2010

TABLE OF CONTENTS

	Page
PART I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheets (unaudited) — September 30, 2010 and December 31, 2009		1
Consolidated Statements of Operations (unaudited) — Three and Nine Months Ended September 30, 2010 and 2009		2
Consolidated Statements of Cash Flows (unaudited) — Nine Months Ended September 30, 2010 and 2009		3
Notes to Consolidated Financial Statements (unaudited)		4
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3 — Quantitative and Qualitative Disclosures About Market Risk		30
Item 4 — Controls and Procedures		30
PART II — Other Information
Item 1 — Legal Proceedings		30
Item 1A — Risk Factors		31
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3 — Defaults Upon Senior Securities		32
Item 4 — [Removed and Reserved]		32
Item 5 — Other Information		32
Item 6 — Exhibits		33
Signatures		34
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

INSIGHT ENTERPRISES, INC.

FORWARD-LOOKING INFORMATION

Certain statements in this Quarterly Report on Form 10-Q, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include: projections of matters that affect net sales, gross profit, operating expenses, earnings from continuing operations, non-operating income and expenses, net earnings or cash flows, cash needs and the sufficiency of our capital resources and the payment of debt balances and accrued expenses and liabilities; detail of our business strategy and our strategic initiatives; projections of capital expenditures and trade credit liability settlements and payments; plans relating to our products and services; the effect of new accounting principles or changes in accounting policies; the effect of and our exposure to guaranty and indemnification obligations and other off-balance sheet arrangements; projections about the outcome of ongoing tax audits; statements related to accounting estimates, including estimated stock-based compensation award forfeitures and the realization of deferred tax assets; the timing of amortization of stock-based compensation expense and the payment of accrued severance and restructuring costs; projections of compliance with debt covenants; our intentions to reinvest undistributed earnings of foreign subsidiaries; our intentions concerning our use of cash generated from operations and the payment of dividends; our positions and strategies with respect to ongoing and threatened litigation, including those matters identified in “Legal Proceedings” in Part II, Item 1 of this report; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are identified by such words as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will,” “may” and variations of such words and similar expressions, and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurances that the results discussed in the forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following:

• our reliance on partners for product availability, marketing funds, purchasing incentives and competitive products to sell;

• changes in the information technology industry and/or rapid changes in product standards;

• general economic conditions, including concerns regarding our ability to collect our accounts receivable and credit constraints;

• disruptions in our information technology systems and voice and data networks, including our system upgrade and the migration of acquired businesses to our information technology systems and voice and data networks;

• actions of our competitors, including manufacturers and publishers of products we sell;

• stockholder litigation and regulatory proceedings related to the restatement of our consolidated financial statements;

• the integration and operation of acquired businesses, including our ability to achieve expected benefits of the acquisitions;

• the variability and seasonality of our net sales and gross profit;

• the risks associated with international operations;

• exposure to changes in, or interpretations of, tax rules and regulations;

• exposure to foreign currency exchange risks;

• changes in the overall capital markets that could increase our borrowing costs or reduce future availability of financing;

• failure to comply with the terms and conditions of our public sector contracts;

• our dependence on key personnel; and

• intellectual property infringement claims and challenges to our registered trademarks and trade names.

Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the Securities and Exchange Commission. Any forward-looking statements in this report should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. We assume no obligation to update, and do not intend to update, any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	September 30,		December 31,
	2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	93,764	$	68,066
Accounts receivable, net of allowances for doubtful accounts of $17,242 and $22,364, respectively		839,645		998,770
Inventories		122,685		77,694
Inventories not available for sale		30,296		47,722
Deferred income taxes		27,220		35,750
Other current assets		39,580		32,318
Total current assets		1,153,190		1,260,320
Property and equipment, net of accumulated depreciation and amortization of $178,126 and $160,904, respectively		142,973		150,103
Goodwill		16,474		15,829
Intangible assets, net of accumulated amortization of $50,127 and $39,187, respectively		72,449		82,483
Deferred income taxes		73,950		78,489
Other assets		18,163		16,097
	$	1,477,199	$	1,603,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	563,327	$	695,549
Accrued expenses and other current liabilities		158,667		212,276
Current portion of long-term debt		992		875
Deferred revenue		39,874		54,135
Total current liabilities		762,860		962,835
Long-term debt		166,370		149,349
Deferred income taxes		2,729		3,054
Other liabilities		25,319		20,509
		957,278		1,135,747
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued		—		—
Common stock, $0.01 par value, 100,000 shares authorized; 46,271 shares at September 30, 2010 and 45,956 shares at December 31, 2009 issued and outstanding		463		460
Additional paid-in capital		375,920		372,021
Retained earnings		124,375		73,864
Accumulated other comprehensive income — foreign currency translation adjustments		19,163		21,229
Total stockholders’ equity		519,921		467,574
	$	1,477,199	$	1,603,321

See accompanying notes to consolidated financial statements.

1

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net sales	$	1,172,227		$	969,935		$	3,499,225		$	2,958,257
Costs of goods sold		1,017,582			836,449			3,025,730			2,545,155
Gross profit		154,645			133,486			473,495			413,102
Operating expenses:
Selling and administrative expenses		129,511			117,623			385,052			374,831
Severance and restructuring expenses		298			3,994			1,687			12,471
Earnings from operations		24,836			11,869			86,756			25,800
Non-operating (income) expense:
Interest income		(161	)		(45	)		(467	)		(333	)
Interest expense		1,899			2,333			5,957			6,421
Net foreign currency exchange loss (gain)		130			93			743			(119	)
Other expense, net		348			217			1,097			697
Earnings from continuing operations before income taxes		22,620			9,271			79,426			19,134
Income tax expense		8,188			1,999			28,915			5,766
Net earnings from continuing operations		14,432			7,272			50,511			13,368
Net earnings from a discontinued operation		—			—			—			2,801
Net earnings	$	14,432		$	7,272		$	50,511		$	16,169
Net earnings per share — Basic:
Net earnings from continuing operations	$	0.31		$	0.16		$	1.09		$	0.29
Net earnings from a discontinued operation		—			—			—			0.06
Net earnings per share	$	0.31		$	0.16		$	1.09		$	0.35
Net earnings per share — Diluted:
Net earnings from continuing operations	$	0.31		$	0.16		$	1.08		$	0.29
Net earnings from a discontinued operation		—			—			—			0.06
Net earnings per share	$	0.31		$	0.16		$	1.08		$	0.35
Shares used in per share calculations:
Basic		46,268			45,875			46,193			45,812
Diluted		46,865			46,445			46,749			46,164

See accompanying notes to consolidated financial statements.

2

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2010			2009*
Cash flows from operating activities:
Net earnings	$	50,511		$	16,169
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		28,515			29,074
Provision for losses on accounts receivable		546			2,795
Write-downs of inventories		4,875			5,623
Non-cash stock-based compensation		5,139			7,974
Non-cash gain from arbitrated claim, net of tax		—			(2,801	)
Excess tax benefit from employee gains on stock-based compensation		(912	)		—
Deferred income taxes		11,762			1,706
Changes in assets and liabilities:
Decrease in accounts receivable		143,709			281,677
(Increase) decrease in inventories		(32,676	)		12,836
(Increase) decrease in other current assets		(6,558	)		615
(Increase) decrease in other assets		(1,557	)		3,935
Decrease in accounts payable		(110,705	)		(215,022	)
(Decrease) increase in deferred revenue		(11,414	)		9,409
Decrease in accrued expenses and other liabilities		(43,727	)		(34,410	)
Net cash provided by operating activities		37,508			119,580
Cash flows from investing activities:
Acquisition of Calence, net of cash acquired		(5,123	)		(12,834	)
Purchases of property and equipment		(12,631	)		(11,739	)
Net cash used in investing activities		(17,754	)		(24,573	)
Cash flows from financing activities:
Borrowings on senior revolving credit facility		910,136			833,373
Repayments on senior revolving credit facility		(892,636	)		(905,873	)
Borrowings on accounts receivable securitization financing facility		45,000			165,000
Repayments on accounts receivable securitization financing facility		(45,000	)		(165,000	)
Payments on capital lease obligation		(681	)		(113	)
Net repayments under inventory financing facility		(9,952	)		(4,446	)
Payment of deferred financing fees		(490	)		(1,565	)
Proceeds from sales of common stock under employee stock plans		49			—
Excess tax benefit from employee gains on stock-based compensation		912			—
Payment of payroll taxes on stock-based compensation through shares withheld		(1,260	)		(463	)
Net cash provided by (used in) financing activities		6,078			(79,087	)
Foreign currency exchange effect on cash flows		(134	)		3,873
Increase in cash and cash equivalents		25,698			19,793
Cash and cash equivalents at beginning of period		68,066			49,175
Cash and cash equivalents at end of period	$	93,764		$	68,968

* Certain amounts in the consolidated statement of cash flows for the nine months ended September 30, 2009 have been reclassified to conform to the presentation for the nine months ended September 30, 2010.

See accompanying notes to consolidated financial statements.

3

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Recently Issued Accounting Pronouncements

We are a leading provider of information technology (“IT”) hardware, software and services to small, medium and large businesses and public sector institutions in North America, Europe, the Middle East, Africa and Asia-Pacific. The Company is organized in the following three operating segments, which are primarily defined by their related geographies:

Operating Segment	Geography
North America	United States and Canada
EMEA	Europe, Middle East and Africa
APAC	Asia-Pacific

Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are almost entirely software and select software-related services.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of September 30, 2010, our results of operations for the three and nine months ended September 30, 2010 and 2009 and our cash flows for the nine months ended September 30, 2010 and 2009. The consolidated balance sheet as of December 31, 2009 was derived from the audited consolidated balance sheet at such date. The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) and consequently do not include all of the disclosures normally required by United States generally accepted accounting principles (“GAAP”).

The results of operations for such interim periods are not necessarily indicative of results for the full year, due in part to the seasonal nature of the business. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes thereto, in our Annual Report on Form 10-K for the year ended December 31, 2009.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reported period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts, litigation-related obligations and contingencies, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. References to “the Company,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.

4

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Reclassifications

We reclassified $4,686,000 of inventories in North America at December 31, 2009 to inventories not available for sale in the accompanying balance sheet as of December 31, 2009 to conform to the presentation at September 30, 2010.

Consistent with our presentation as of December 31, 2009, included in our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2009, we reclassified certain current asset and current liability amounts as of September 30, 2009 which affected the accompanying consolidated statement of cash flows for the nine months ended September 30, 2009 to conform to the presentation for the nine months ended September 30, 2010. Such reclassifications were required to conform presentation among all of our subsidiaries. Such reclassifications had no effect on previously reported net earnings or operating cash flow amounts.

Consistent with our presentation for the year ended December 31, 2009, we revised the classification of the net increase in book overdrafts of $12,538,000 for the nine months ended September 30, 2009 from a financing activity to an operating activity in our consolidated statements of cash flows. We concluded this classification is preferable as our book overdrafts, which are not directly linked to a credit facility or other bank overdraft arrangement, do not result in an actual bank financing, but rather constitute normal unpaid trade payables at the end of a reporting period. The revision in classification had no effect on our consolidated balance sheet or reported net earnings in any period.

Recently Issued Accounting Pronouncements

There have been no material changes or additions to the recently issued accounting pronouncements as previously reported in Note 1 to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2009 which affect or may affect our financial statements.

2. Net Earnings from Continuing Operations Per Share (“EPS”)

Basic EPS is computed by dividing net earnings from continuing operations available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include outstanding stock options (using the treasury stock method) and restricted stock units. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Numerator:
Net earnings from continuing operations	$	14,432	$	7,272	$	50,511	$	13,368
Denominator:
Weighted average shares used to compute basic EPS		46,268		45,875		46,193		45,812
Dilutive potential common shares due to dilutive options and restricted stock units, net of tax effect		597		570		556		352
Weighted average shares used to compute diluted EPS		46,865		46,445		46,749		46,164
Net earnings from continuing operations per share:
Basic	$	0.31	$	0.16	$	1.09	$	0.29
Diluted	$	0.31	$	0.16	$	1.08	$	0.29

5

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following weighted average outstanding stock options were not included in the diluted EPS calculations because the exercise prices of these options were greater than the average market price of our common stock during the respective periods (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Weighted-average outstanding stock options excluded from the diluted EPS calculation		258		1,425		383		1,851

3. Goodwill

During the nine months ended September 30, 2010, we recorded $645,000 of additional purchase price consideration and the related accrued interest thereon as a result of Calence, LLC (“Calence”), acquired April 1, 2008, achieving certain performance targets during the first quarter of 2010. The additional goodwill was recorded as part of our North America reporting unit. The final payment of $5,123,000 for additional purchase price consideration and the related accrued interest thereon was paid to the former owners of Calence on April 1, 2010.

4. Debt, Capital Lease Obligation and Inventory Financing Facility

Debt

Our long-term debt consists of the following (in thousands):

	September 30,			December 31,
	2010			2009
Senior revolving credit facility	$	164,500		$	147,000
Accounts receivable securitization financing facility		—			—
Capital lease obligation		2,862			3,224
Total		167,362			150,224
Less: current portion of obligation under capital lease		(992	)		(875	)
Less: current portion of revolving credit facilities		—			—
Long-term debt	$	166,370		$	149,349

Our senior revolving credit facility has a maximum borrowing capacity of $300,000,000 and matures April 1, 2013.

Our accounts receivable securitization financing facility (the “ABS facility”) has a maximum borrowing capacity of $150,000,000. While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. As of September 30, 2010, availability under the ABS facility was $150,000,000.

On July 1, 2010, we entered into an amendment to the ABS facility, which amends certain provisions of the ABS facility to improve availability in the Borrowing Base, as defined in the ABS facility, but did not change the $150,000,000 maximum borrowing capacity. Specifically, the amendment (i) excludes from the Borrowing Base receivables of a specified obligor that had a negative impact on availability under the facility, (ii) creates a basket to allow up to 10% of gross receivables with terms between 60 and 90 days to be eligible for borrowing, and (iii) increases to 35% from 25% the threshold above which the total amount of a particular obligor’s receivables are treated as ineligible if the percentage of such obligor’s receivables that are more than 60 days past due exceeds such threshold. In addition, the amendment extends the maturity date of the ABS facility, which was to have expired on July 23, 2010, to April 1, 2013, and decreases the variable interest rate by approximately 80 basis points for funds provided under the ABS facility, calculated as the specified Pooled Commercial Paper Rate, as defined in the ABS facility, plus a fixed 1.45% margin (the “CP Margin”). However, beginning on June 15, 2012 (the “Reset Date”), the CP Margin may increase (but in no event exceed 1.50%) based on percentage changes in high yield spreads comparing average index rates for the calendar month prior to the Reset Date against average index rates for the corresponding calendar month in the previous year. Finally, the amendment provides that, under certain circumstances, the Company may be required to obtain a public rating of the ABS facility from one or more credit rating agencies of at least “A” or its equivalent. Failure by the Company to obtain such rating would result in an Amortization Event under the ABS facility.

6

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our senior revolving credit facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Company’s trailing twelve month net earnings plus (i) interest expense, less non-cash imputed interest on our inventory financing facility, (ii) income tax expense, (iii) depreciation and amortization and (iv) non-cash stock-based compensation (referred to herein as “adjusted earnings”). The maximum leverage ratio permitted under the agreements is 2.75 times trailing twelve-month adjusted earnings as of September 30, 2010 and stepped down to 2.50 times effective October 1, 2010 through April 1, 2013. As a result of this limitation, of the $450,000,000 of aggregate maximum debt capacity available under our senior revolving credit facility and our ABS facility, the Company’s debt balance that could have been outstanding as of September 30, 2010 was limited to $428,300,000 based on 2.75 times the Company’s trailing twelve-month adjusted earnings. The maximum leverage, minimum fixed charge and asset coverage ratio financial covenant requirements under the ABS facility were not modified as part of the July 1, 2010 amendment to the ABS facility.

Our financing facilities contain various covenants. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified period of time. At September 30, 2010, we were in compliance with all such covenants.

Capital Lease Obligation

In July 2009, we entered into a four-year lease for certain IT equipment. Subsequently, in November 2009 and again in July 2010, we amended this lease to include additional IT equipment to be used in the same manner as the equipment covered by the initial lease. The amendment in July 2010 added $319,000 to the value of the equipment held under the capitalized lease. The obligations under the capitalized lease are included in long-term debt in our consolidated balance sheet as of September 30, 2010. The current and long-term portions of the obligation are included in the table above.

The equipment held under the capitalized lease is included in property and equipment and is amortized on a straight-line basis over the lease term. The related amortization expense is included in selling and administrative expenses in our consolidated statements of operations for the three and nine months ended September 30, 2010. As of September 30, 2010, accumulated amortization on the capital lease assets was $1,032,000.

Inventory Financing Facility

On April 26, 2010, we entered into an amendment to our inventory financing facility to increase the aggregate availability for vendor purchases under the facility from $90,000,000 to $100,000,000. On August 12, 2010, we entered into a second amendment to the facility to further increase the aggregate availability for vendor purchases under the facility from $100,000,000 to $150,000,000. As of September 30, 2010 and December 31, 2009, $84,330,000 and $94,282,000, respectively, was included in accounts payable within the consolidated balance sheets related to our inventory financing facility, which matures on April 1, 2013.

7

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

5. Income Taxes

Our effective tax rate for the three and nine months ended September 30, 2010 was 36.2% and 36.4%, respectively. For the three and nine months ended September 30, 2010, our effective tax rate was higher than the United States federal statutory rate of 35.0% due primarily to state income taxes, net of federal tax, partially offset by lower taxes on earnings in foreign jurisdictions.

Our effective tax rate from continuing operations for the three and nine months ended September 30, 2009 was 21.6% and 30.1%, respectively. For the three and nine months ended September 30, 2009, our effective tax rate was lower than the United States federal statutory rate of 35.0% due primarily to lower taxes on income in foreign jurisdictions, total benefits of $1,544,000 recognized during the quarter primarily related to the true-up of foreign tax credits resulting from the filing of our 2008 United States federal tax return and the recognition of certain tax benefits resulting from the settlement of audits, partially offset by state income taxes, net of federal benefit.

As of September 30, 2010 and December 31, 2009, we had $5,427,000 and $5,923,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $377,000 and $330,000 relate to accrued interest as of September 30, 2010 and December 31, 2009, respectively.

Several of our subsidiaries are currently under audit for tax years 2002 through 2009. It is reasonably possible that the examination phase of these audits may conclude in the next 12 months and that the related unrecognized tax benefits for uncertain tax positions may change, potentially having a material effect on our effective tax rate. However, based on the status of the various examinations in multiple jurisdictions, an estimate of the range of reasonably possible outcomes cannot be made at this time.

6. Severance, Restructuring and Acquisition Integration Activities

Severance Costs Expensed for 2010 Resource Actions

During the three months ended September 30, 2010, North America and EMEA recorded severance expense totaling $199,000 and $120,000, respectively, and during the nine months ended September 30, 2010, North America and EMEA recorded severance expense totaling $1,142,000 and $1,029,000, respectively. During the nine months ended September 30, 2010, the North America charge was part of the roll-out of our new sales engagement model and plans to add new leadership in key areas, and the EMEA charge was associated with the severance for ten former teammates. The outstanding obligations as of September 30, 2010 of $511,000 and $504,000 for North America and EMEA, respectively, are expected to be paid within the next twelve months and are therefore included in accrued expenses and other current liabilities.

8

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Severance Costs Expensed for 2009 Resource Actions

During the year ended December 31, 2009, North America, EMEA and APAC recorded severance expense related to the departure of our former President and Chief Executive Officer from the Company and ongoing restructuring efforts to reduce operating expenses. As of December 31, 2009, all severance costs recorded by APAC in connection with 2009 resource actions had been paid. The following table details the changes in these liabilities in North America and EMEA during the nine months ended September 30, 2010 (in thousands):

	North America			EMEA			Consolidated
Balance at December 31, 2009	$	38		$	1,904		$	1,942
Foreign currency translation adjustments		—			(155	)		(155	)
Adjustments		—			(414	)		(414	)
Cash payments		(38	)		(742	)		(780	)
Balance at September 30, 2010	$	—		$	593		$	593

In EMEA, adjustments of $21,000 and $414,000 were recorded as a reduction to severance and restructuring expense during the three and nine months ended September 30, 2010, respectively, and a reduction of the related severance accrual due to changes in estimates as cash payments were made. All remaining outstanding obligations are expected to be paid within the next twelve months and are therefore included in accrued expenses and other current liabilities.

Severance Costs Expensed for 2008 Resource Actions

During the year ended December 31, 2008, North America, EMEA and APAC recorded severance expense related to ongoing restructuring efforts to reduce operating expenses related to support functions. As of December 31, 2009, all severance costs recorded by APAC in connection with the 2008 resource actions had been paid. During the first quarter of 2010, final cash payments totaling $19,000 were made on the remaining accrued severance costs in North America and an adjustment of $70,000 was recorded as a reduction to severance and restructuring expense and the related severance accrual in EMEA due to changes in estimates. As of September 30, 2010, there were no outstanding severance obligations associated with the 2008 resource actions.

Acquisition-Related Costs Capitalized in 2006 as a Cost of Acquisition of Software Spectrum

In 2006, we recorded $9,738,000 of employee termination benefits and $1,676,000 of facility based costs in connection with the integration of Software Spectrum. These costs were recognized as a liability assumed in the purchase business combination and included in the allocation of the cost to acquire Software Spectrum.

The employee termination benefits relate to severance payments for Software Spectrum teammates in North America and EMEA who have been or will be terminated in connection with integration plans. The facilities based costs relate to future lease payments or lease termination costs associated with vacating certain Software Spectrum facilities in EMEA.

As of December 31, 2009, all severance costs recorded by North America in connection with the integration of Software Spectrum had been paid.

The following table details the changes in the remaining EMEA liabilities during the nine months ended September 30, 2010 (in thousands):

	EMEA
Balance at December 31, 2009	$	1,358
Foreign currency translation adjustments		(62	)
Adjustments		(106	)
Cash payments		(479	)
Balance at September 30, 2010	$	711

All remaining outstanding obligations are expected to be paid within the next twelve months and are therefore included in accrued expenses and other current liabilities. An adjustment of $106,000 was recorded as a reduction of selling and administrative expenses recorded during the three and nine months ended September 30, 2010 and the related severance accrual due to changes in estimates of the costs of the integration plan.

9

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Restructuring Costs Expensed in 2005

During the year ended December 31, 2005, Insight UK moved into a new facility and recorded facilities-based restructuring costs of $7,458,000. The related leases expired in October 2009, and the remaining balance in the accrual as of January 1, 2010 of $77,000 (related to certain service charges) was settled during the three and nine months ended September 30, 2010, leaving no accrual remaining as of September 30, 2010.

7. Stock-Based Compensation

We recorded the following pre-tax amounts for stock-based compensation, by operating segment, in our consolidated financial statements (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
North America	$	1,712	$	697	$	3,901	$	5,822
EMEA		508		68		1,105		2,000
APAC		57		44		133		152
Total	$	2,277	$	809	$	5,139	$	7,974

Stock Options

For the three months ended September 30, 2010 and 2009, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $93,000 and $72,000, respectively. For the nine months ended September 30, 2010 and 2009, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $276,000 and $207,000, respectively. As of September 30, 2010, total compensation cost not yet recognized related to nonvested stock options is $79,000, which is expected to be recognized through December 2010.

The following table summarizes our stock option activity during the nine months ended September 30, 2010:

								Weighted
						Aggregate		Average
				Weighted		Intrinsic Value		Remaining
	Number			Average		(in-the-money		Contractual
	Outstanding			Exercise Price		options)		Life (in years)
Outstanding at January 1, 2010		589,424		$	18.82
Granted		—			—
Exercised		(3,500	)		14.00	$	4,676
Forfeited or expired		(332,219	)		19.57
Outstanding at September 30, 2010		253,705			17.91	$	21,932		1.84
Exercisable at September 30, 2010		187,039			17.96	$	21,932		1.71
Vested and expected to vest		253,705			17.91	$	21,932		1.84

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $15.69 as of September 30, 2010, which would have been received by the option holders had all option holders exercised options and sold the underlying shares on that date.

10

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following table summarizes the status of outstanding stock options as of September 30, 2010:

	Options Outstanding						Options Exercisable
			Weighted		Weighted				Weighted
			Average		Average				Average
Range of	Number of		Remaining		Exercise		Number of		Exercise
Exercise	Options		Contractual		Price Per		Options		Price Per
Prices	Outstanding		Life (in years)		Share		Exercisable		Share
$13.94 – 17.06		26,499		0.39	$	15.12		26,499	$	15.12
17.77		200,000		2.21		17.77		133,334		17.77
18.36 – 27.88		27,006		0.53		21.60		27,006		21.60
29.56		150		0.08		29.56		150		29.56
31.94		50		0.10		31.94		50		31.94
		253,705		1.84		17.91		187,039		17.96

Restricted Stock

For the three months ended September 30, 2010 and 2009, we recorded stock-based compensation expense, net of an estimate of forfeitures, related to restricted stock units (“RSUs”) of $2,184,000 and $737,000, respectively. For the nine months ended September 30, 2010 and 2009, we recorded stock-based compensation expense, net of an estimate of forfeitures, related to RSUs of $4,863,000 and $7,767,000, respectively. The expense for the nine months ended September 30, 2009 includes a non-cash charge of $5,478,000 that was recognized as a result of the cancellation of certain long-term incentive awards and is discussed further in our Annual Report on Form 10-K for the year ended December 31, 2009. As of September 30, 2010, total compensation cost not yet recognized related to nonvested RSUs is $11,341,000, which is expected to be recognized over the next 1.21 years on a weighted-average basis.

The following table summarizes our RSU activity during the nine months ended September 30, 2010:

				Weighted Average
	Number			Grant Date Fair Value		Fair Value
Nonvested at January 1, 2010		1,126,797		$	5.95
Granted		1,045,569			13.18
Vested, including shares withheld to cover taxes		(405,775	)		8.76	$	5,449,943	(a)
Forfeited		(122,628	)		7.41
Nonvested at September 30, 2010		1,643,963			9.75	$	25,793,779	(b)
Expected to vest		1,569,614				$	24,627,244	(b)

(a)	The fair value of vested RSUs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.
(b)	The aggregate fair values of the nonvested RSUs and RSUs expected to vest represent the total pre-tax fair value, based on our closing stock price of $15.69 as of September 30, 2010, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.

During the nine months ended September 30, 2010 and 2009, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent to the teammates’ minimum statutory United States tax obligations for the applicable income and other employment taxes and remitted the corresponding cash amount to the appropriate taxing authorities. The total shares withheld during the nine months ended September 30, 2010 and 2009 of 94,353 and 107,041, respectively, were based on the value of the RSUs on their vesting date as determined by our closing stock price on such vesting date. For the nine months ended September 30, 2010 and 2009, total payments for the employees’ tax obligations to the taxing authorities were $1,260,000 and $463,000, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the economic effect of repurchases of common stock as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent a repurchase of shares or an expense to us.

11

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

8. Derivative Financial Instruments

We use derivatives to partially offset our exposure to fluctuations in certain foreign currencies. We do not enter into derivatives for speculative or trading purposes. Derivatives are recorded at fair value on the balance sheet and gains or losses resulting from changes in fair value of the derivative are recorded currently in income. The Company does not designate its hedges for hedge accounting.

Non-Designated Hedges

We use foreign exchange forward contracts to hedge certain non-functional currency assets and liabilities from changes in exchange rate movements. Our non-functional currency assets and liabilities are primarily related to foreign currency denominated payables, receivables, and cash balances. The foreign currency forward contracts, carried at fair value, typically have a maturity of one month or less. We currently enter into approximately three foreign exchange forward contracts per month with an average notional value of $9,300,000 and an average maturity of approximately two weeks. Additional information on our purpose for entering into derivatives is described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2009.

The counterparties associated with our foreign exchange forward contracts are large credit worthy commercial banks. The derivatives transacted with these institutions are short in duration, and therefore we do not consider counterparty concentration and non-performance to be material risks.

The following table summarizes our derivative financial instruments as of September 30, 2010 and December 31, 2009 (in thousands):

		September 30, 2010				December 31, 2009
		Asset		Liability		Asset		Liability
		Derivatives		Derivatives		Derivatives		Derivatives
	Balance Sheet Location	Fair Value		Fair Value		Fair Value		Fair Value
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	$	—	$	—	$	105	$	—
Foreign exchange forward contracts	Accrued expenses and other current liabilities		—		75		—		65
Total derivatives not designated as hedging instruments		$	—	$	75	$	105	$	65

The following table summarizes the effect of our derivative financial instruments on our results of operations during the three and nine months ended September 30, 2010 and 2009 (in thousands):

		Amount of (Gain) Loss Recognized in
		Earnings on Derivatives
	Location of (Gain) Loss	Three Months Ended				Nine Months Ended
Derivatives Not Designated as	Recognized in	September 30,				September 30,
Hedging Instruments	Earnings on Derivatives	2010		2009		2010			2009
Foreign exchange forward contracts	Net foreign currency exchange loss (gain)	$	314	$	467	$	(1,147	)	$	2,284
Total		$	314	$	467	$	(1,147	)	$	2,284

12

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

9. Fair Value Measurements

The following table summarizes the valuation of our financial instruments by the following three categories as of September 30, 2010 and December 31, 2009 (in thousands):

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

		September 30, 2010				December 31, 2009
		Foreign		Long-lived		Foreign
		Exchange		Asset Held		Exchange
Balance Sheet Classification		Derivatives		for Sale		Derivatives
Other current assets	Level 1	$	—	$	—	$	—
	Level 2		—		1,200		105
	Level 3		—		—		—
		$	—	$	1,200	$	105
Accrued expenses and other current liabilities	Level 1	$	—	$	—	$	—
	Level 2		75		—		65
	Level 3		—		—		—
		$	75	$	—	$	65

We have elected to use the income approach to value our foreign exchange derivatives, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount assuming that participants are motivated, but not compelled, to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR rates, foreign exchange rates, and foreign exchange forward points). Mid-market pricing is used as a practical expedient for fair value measurements. The fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments. We did not have any assets or liabilities measured at Level 1 or Level 3 or implement any changes in our valuation techniques as of and for the three and nine months ended September 30, 2010.

As of September 30, 2010, other than the asset held for sale discussed below, we have no nonfinancial assets or liabilities that are measured at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities. The estimated fair values of our cash equivalents is determined based on quoted prices in active markets for identical assets. The fair value of the other financial assets and liabilities is based on the value that would be received or paid in an orderly transaction between market participants and approximates the carrying value due to their nature and short duration.

In accordance with the terms of our President and CEO’s employment agreement, which was effective January 1, 2010, the Company acquired his former residence on the Gulf Coast of Florida for $2,100,000 in May 2010. The price paid was based on two independent real estate appraisals performed in late January/early February of 2010, immediately subsequent to the President and CEO’s employment. The long-lived asset held for sale is included in other current assets in the accompanying balance sheet as of September 30, 2010 based on the Company’s current disposal plans. As of September 30, 2010, the asset was written down to its fair value, less estimated costs to sell, of approximately $1,200,000, resulting in a loss of approximately $900,000, which was included in selling and administrative expenses during the nine months ended September 30, 2010 ($600,000 during the second quarter and $300,000 during the third quarter of 2010). The Company closed the sale of the former residence on October 15, 2010 for $1,300,000, less costs to sell.

13

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

10. Comprehensive Income

Comprehensive income for the three and nine months ended September 30, 2010 and 2009 includes the following component (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010			2009
Net earnings	$	14,432	$	7,272	$	50,511		$	16,169
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		13,097		2,714		(2,066	)		11,352
Total comprehensive income	$	27,529	$	9,986	$	48,445		$	27,521

11. Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of September 30, 2010 and December 31, 2009, we had approximately $18,514,000 and $14,116,000, respectively, of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse them.

Employment Contracts and Severance Plans

We have employment contracts with, and plans covering, certain officers and management teammates under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of stock based compensation would accelerate following a change in control. If severance payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from three to twenty-four months of salary.

Guaranties

In the ordinary course of business, we may guarantee the indebtedness or performance obligations of our subsidiaries to vendors and clients. We have not recorded specific liabilities for these guaranties in our consolidated financial statements because, to the extent applicable, we have recorded the underlying liabilities associated with the guaranties. In the event we are required to perform under the related contracts, we believe the cost of such performance would not have a material adverse effect on our consolidated financial position, results of operations or liquidity. Our financing agreements generally limit the amount of guarantees that may be outstanding at a point in time related to client or vendor contracts where such guarantees are considered indebtedness, as defined in the financing agreements.

14

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Indemnifications

From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.

Management believes that payments, if any, related to these indemnifications are not probable at September 30, 2010. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.

We have entered into separate indemnification agreements with our executive officers and with each of our directors. These agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys’ fees), judgments and settlements paid by such individual in connection with any action arising out of such individual’s status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in or not opposed to the best interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. Other than the pending purported class action litigation and the State derivative actions discussed under “Legal Proceedings” below, there are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.

Contingencies Related to Third-Party Review

From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client and vendor audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in the consolidated financial statements. Such estimates are subject to change and may affect our results of operations and our cash flows.

Legal Proceedings

We are party to various legal proceedings arising in the ordinary course of business, including preference payment claims asserted in client bankruptcy proceedings, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations.

We make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular claim. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and reasonably estimable losses. It is possible, nevertheless, that our financial position, the results of our operations or our liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

15

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Beginning in March 2009, three purported class action lawsuits were filed in the U.S. District Court for the District of Arizona against us and certain of our current and former directors and officers on behalf of purchasers of our securities during the period April 22, 2004 to February 6, 2009. Two plaintiffs voluntarily dismissed their complaints, and the District Court appointed a lead plaintiff and lead counsel. The plaintiff in the remaining action filed an amended complaint in September 2009, seeking unspecified damages, and the District Court dismissed the amended complaint on April 30, 2010. On June 1, 2010, the plaintiff filed a second amended complaint, which asserts claims under the federal securities laws relating to our February 9, 2009 announcement that we expected to restate our financial statements and also includes additional allegations regarding other purported accounting and revenue recognition issues during the class period. All defendants have filed motions to dismiss the second amended complaint, briefing on the motions to dismiss has been completed and oral argument on the motion to dismiss the second amended complaint will be heard in November 2010. In June 2009, we were notified that three shareholder derivative lawsuits had been filed, two in the Superior Court in Maricopa County, Arizona (the “State derivative actions”) and one in the U.S. District Court for the District of Arizona (the “Federal derivative action”), by persons identifying themselves as Insight shareholders and purporting to act on behalf of Insight, naming Insight as a nominal defendant and current and former officers and directors as defendants. Initially, the three derivative action complaints, like the purported class action complaint, primarily arose out of our February 9, 2009 announcement. The Federal derivative action has been dismissed with prejudice, and the plaintiff in that action has appealed the order of dismissal to the U.S. Court of Appeals for the Ninth Circuit. The two State derivative actions were consolidated into a single action, and the plaintiff filed an amended complaint in the consolidated action on October 30, 2009 that alleges breaches of fiduciary duties of loyalty and good faith, breach of fiduciary duties for insider selling and misappropriation of information, and unjust enrichment. The amount of damages sought by the plaintiffs is not specified in the consolidated complaint. We moved to dismiss the State derivative actions, and oral argument on the motion to dismiss was heard in August 2010. On October 18, 2010, the State derivative actions were dismissed with prejudice. The judgment of dismissal is not yet final and may still be appealed. We have tendered a claim to our D&O liability insurance carriers, and our carriers have acknowledged their obligations under these policies subject to a reservation of rights.

In August 2010, in connection with an investigation being conducted by the United States Department of Justice (the “DOJ”), Calence received a subpoena from the Office of the Inspector General of the Federal Communications Commission (the “FCC OIG”) requesting documents related to the award, by the Universal Service Administration Company, of funds under the E-Rate program. The E-Rate program provides schools and libraries with discounts to obtain affordable telecommunications and internet access. We are cooperating with the DOJ and FCC OIG and are in the process of responding to the subpoena. Pursuant to the Calence acquisition agreements, the former owners of Calence have agreed to indemnify us for certain damages that may arise out of or result from this matter, including our fees and expenses for responding to the subpoena.

Aside from the matters discussed above, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity.

12. Segment Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are almost entirely software and select software-related services. Net sales by product or service type for North America, EMEA and APAC were as follows for the three and nine months ended September 30, 2010 and 2009 (in thousands):

	North America				EMEA				APAC
	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
Sales Mix	2010		2009		2010		2009		2010		2009
Hardware	$	572,427	$	427,832	$	103,326	$	101,963	$	408	$	159
Software		245,563		195,971		159,854		142,978		32,142		34,601
Services		53,214		62,193		4,633		3,496		660		742
	$	871,204	$	685,996	$	267,813	$	248,437	$	33,210	$	35,502

16

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

	North America				EMEA				APAC
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
Sales Mix	2010		2009		2010		2009		2010		2009
Hardware	$	1,555,173	$	1,214,278	$	322,888	$	282,214	$	818	$	835
Software		716,528		671,843		607,978		507,771		126,506		95,655
Services		153,298		173,507		13,450		10,418		2,586		1,736
	$	2,424,999	$	2,059,628	$	944,316	$	800,403	$	129,910	$	98,226

All intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments and on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales for the three and nine months ended September 30, 2010.

A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale. These expenses, collectively identified as corporate charges, include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. Charges are allocated to our operating segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.

The tables below present information about our reportable operating segments as of and for the three months ended September 30, 2010 and 2009 (in thousands):

	Three Months Ended September 30, 2010
	North America		EMEA		APAC		Consolidated
Net sales	$	871,204	$	267,813	$	33,210	$	1,172,227
Costs of goods sold		760,668		229,681		27,233		1,017,582
Gross profit		110,536		38,132		5,977		154,645
Operating expenses:
Selling and administrative expenses		89,012		35,808		4,691		129,511
Severance and restructuring expenses		199		99		—		298
Earnings from operations	$	21,325	$	2,225	$	1,286		24,836
Non-operating expense, net								2,216
Earnings before income taxes								22,620
Income tax expense								8,188
Net earnings							$	14,432
Total assets at period end	$	1,329,004	$	362,576	$	46,743	$	1,738,323	*

* Consolidated total assets do not reflect the net effect of intercompany corporate assets and intercompany eliminations of $261,124,000.

17

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

	Three Months Ended September 30, 2009
	North America		EMEA			APAC			Consolidated
Net sales	$	685,996	$	248,437		$	35,502		$	969,935
Costs of goods sold		592,695		213,020			30,734			836,449
Gross profit		93,301		35,417			4,768			133,486
Operating expenses:
Selling and administrative expenses		79,354		34,402			3,867			117,623
Severance and restructuring expenses		4,468		(463	)		(11	)		3,994
Earnings from operations	$	9,479	$	1,478		$	912			11,869
Non-operating expense, net										2,598
Earnings from continuing operations before income taxes										9,271
Income tax expense										1,999
Net earnings from continuing operations										7,272
Net earnings from a discontinued operation										—
Net earnings									$	7,272
Total assets at period end	$	1,271,284	$	291,942		$	38,054		$	1,601,280	**

** Consolidated total assets do not reflect the net effect of intercompany corporate assets and intercompany eliminations of $259,595,000.

The tables below present information about our reportable operating segments as of and for the nine months ended September 30, 2010 and 2009 (in thousands):

	Nine Months Ended September 30, 2010
	North America		EMEA		APAC		Consolidated
Net sales	$	2,424,999	$	944,316	$	129,910	$	3,499,225
Costs of goods sold		2,095,892		818,440		111,398		3,025,730
Gross profit		329,107		125,876		18,512		473,495
Operating expenses:
Selling and administrative expenses		260,241		110,698		14,113		385,052
Severance and restructuring expenses		1,142		545		—		1,687
Earnings from operations	$	67,724	$	14,633	$	4,399		86,756
Non-operating expense, net								7,330
Earnings before income taxes								79,426
Income tax expense								28,915
Net earnings							$	50,511
Total assets at period end	$	1,329,004	$	362,576	$	46,743	$	1,738,323	*

* Consolidated total assets do not reflect the net effect of intercompany corporate assets and intercompany eliminations of $261,124,000.

18

INSIGHT ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

	Nine Months Ended September 30, 2009
	North America		EMEA		APAC		Consolidated
Net sales	$	2,059,628	$	800,403	$	98,226	$	2,958,257
Costs of goods sold		1,773,536		687,309		84,310		2,545,155
Gross profit		286,092		113,094		13,916		413,102
Operating expenses:
Selling and administrative expenses		260,441		103,122		11,268		374,831
Severance and restructuring expenses		10,327		1,854		290		12,471
Earnings from operations	$	15,324	$	8,118	$	2,358		25,800
Non-operating expense, net								6,666
Earnings from continuing operations before income taxes								19,134
Income tax expense								5,766
Net earnings from continuing operations								13,368
Net earnings from a discontinued operation								2,801
Net earnings							$	16,169
Total assets at period end	$	1,271,284	$	291,942	$	38,054	$	1,601,280	**

** Consolidated total assets do not reflect the net effect of intercompany corporate assets and intercompany eliminations of $259,595,000.

We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization, in the accompanying consolidated financial statements (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
North America	$	7,696	$	7,964	$	23,179	$	23,927
EMEA		1,613		1,683		4,809		4,724
APAC		186		150		527		423
Total	$	9,495	$	9,797	$	28,515	$	29,074

19

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.

Quarterly Overview

We are a leading provider of information technology (“IT”) hardware, software and services to small, medium and large businesses and public sector institutions in North America, Europe, the Middle East, Africa and Asia-Pacific. Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are almost entirely software and select software-related services.

Consolidated net sales were $1.17 billion in the third quarter of 2010, an increase of 21% from the $969.9 million reported in the third quarter of 2009. Gross profit for the three months ended September 30, 2010 increased 16% to $154.6 million, while gross margin declined 60 basis points to 13.2%.

We reported earnings from operations of $24.8 million for the third quarter of 2010, compared to $11.9 million for the third quarter of 2009. Results of operations for the three months ended September 30, 2010 included the effects of the following items:

• severance and restructuring expenses, net of adjustments, of $298,000, $192,000 net of tax, related to restructuring efforts in North America and EMEA. Comparatively, the third quarter of 2009 consolidated results included severance and restructuring expenses of $4.0 million, $2.5 million net of tax, primarily related to the departure of our former President and Chief Executive Officer from the Company; and

• no significant legal and other professional fees associated with the trade credits restatement and related litigation. Comparatively, the third quarter of 2009 included legal and other professional fees of $560,000, $346,000 net of tax, associated with the trade credits restatement and related litigation.

Results of operations for the prior year quarter ended September 30, 2009 also included $1.5 million of tax benefit from the true-up of foreign tax credits after the filing of the Company’s 2008 U.S. federal tax return and the recognition of certain tax benefits from the settlement of audits. There were no similar significant tax benefits in the third quarter of 2010.

Net of tax amounts referenced above were computed using the statutory tax rate for the taxing jurisdictions in the operating segment in which the related expense was recorded.

On a consolidated basis, we reported net earnings of $14.4 million and diluted earnings per share of $0.31 for the third quarter of 2010 compared to $7.3 million and $0.16 for the third quarter of 2009.

Details about segment results of operations can be found in Note 12 to the Consolidated Financial Statements in Part I, Item 1 of this report.

The global market environment continued to improve in 2010, and we are working diligently to complete our plans to grow market share and overall profitability over the long term. An industry trend that could affect our plans and results of operations is publisher and manufacturer program changes. For example, our largest software partner recently informed resellers that it intends to change certain elements of its channel incentive programs effective in late 2011, and those changes could adversely affect our results of operations, primarily beginning in 2012. We continue to evaluate the changes to the terms of our various programs with this partner and to develop new marketing and selling strategies to mitigate any adverse effects and enable us to benefit from such program changes. At this time, however, it is not possible for us to estimate with any degree of accuracy the effect these changes might have on our results of operations and financial position, if any.

20

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, the changes in certain key items in those consolidated financial statements from period to period and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.

Critical Accounting Estimates

General

Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2009. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2009.

Results of Operations

The following table sets forth for the periods presented certain financial data as a percentage of net sales for the three and nine months ended September 30, 2010 and 2009:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Costs of goods sold		86.8			86.2			86.5			86.0
Gross profit		13.2			13.8			13.5			14.0
Selling and administrative expenses		11.1			12.2			11.0			12.7
Severance and restructuring expenses		0.0			0.4			0.0			0.4
Earnings from operations		2.1			1.2			2.5			0.9
Non-operating expense, net		0.2			0.2			0.2			0.2
Earnings from continuing operations before income taxes		1.9			1.0			2.3			0.7
Income tax expense		0.7			0.2			0.9			0.2
Net earnings from continuing operations		1.2			0.8			1.4			0.5
Net earnings from a discontinued operation		—			—			—			0.1
Net earnings		1.2	%		0.8	%		1.4	%		0.6	%

21

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

We experience some seasonal trends in our sales of IT hardware, software and services. Software sales are seasonally higher in our second and fourth quarters, particularly the second quarter; business clients, particularly larger enterprise businesses in the U.S., tend to spend less in the first quarter and more in our fourth quarter as they utilize their remaining capital budget authorizations; sales to the federal government in the U.S. are often stronger in our third quarter; and sales to public sector clients in the United Kingdom are often stronger in our first quarter. These trends create overall seasonality in our consolidated results such that sales and profitability are generally expected to be higher in the second and fourth quarters of the year.

Throughout this “Results of Operations” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit and selling and administrative expenses in EMEA and APAC excluding the effects of foreign currency movements. In computing these change amounts and percentages, we compare the current year amount as translated into U.S. dollars under the applicable accounting standards to the prior year amount in local currency translated into U.S. dollars utilizing the average translation rate for the current period.

Net Sales. Net sales for the three months ended September 30, 2010 increased 21% compared to the three months ended September 30, 2009. Net sales for the nine months ended September 30, 2010 increased 18% compared to the nine months ended September 30, 2009. Our net sales by operating segment were as follows (dollars in thousands):

	Three Months Ended							Nine Months Ended
	September 30,				%			September 30,				%
	2010		2009		Change			2010		2009		Change
North America	$	871,204	$	685,996		27	%	$	2,424,999	$	2,059,628		18	%
EMEA		267,813		248,437		8	%		944,316		800,403		18	%
APAC		33,210		35,502		(6	%)		129,910		98,226		32	%
Consolidated	$	1,172,227	$	969,935		21	%	$	3,499,225	$	2,958,257		18	%

Net sales in North America increased 27%, or $185.2 million, for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Net sales of hardware and software increased 34% and 25%, respectively, year over year, while net sales in the services category declined 14% year to year. The increase in hardware net sales is primarily due to higher volume with the year over year improvement in the demand environment for IT products compared to the depressed levels of IT spending experienced in North America in 2009. The increase in software sales year over year relates to higher volume with multiple publishers. The decrease in sales of services year to year resulted primarily from a large services engagement during the third quarter of the prior year that did not recur in the current year.

Net sales in North America increased 18%, or $365.4 million for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009, primarily as a result of the strong hardware performance throughout each quarter of 2010. On a year to date basis, net sales of hardware and software increased 28% and 7%, respectively, year over year, while net sales in the services category declined 12% year to year.

Net sales in EMEA increased 8%, or $19.4 million, in U.S. dollars, for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Excluding the effects of foreign currency movements, net sales were up 16% compared to the third quarter of last year. Net sales of hardware grew 1% year over year in U.S. dollars, 7% excluding the effects of foreign currency movements, due to higher demand across certain client groups. Software net sales increased 12% year over year in U.S. dollars, 22% excluding the effects of foreign currency movements, due primarily to higher volume and new client engagements reflecting the year over year improvement in the global IT demand environment compared to the depressed levels of IT spending experienced in EMEA in 2009. Net sales from services increased 33% year over year in U.S. dollars, 44% excluding the effects of foreign currency movements, due primarily to new client engagements.

22

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Net sales in EMEA increased 18%, or $143.9 million, in U.S. dollars, for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. Excluding the effects of foreign currency movements, net sales were up 21% compared to the first nine months of last year. Hardware, software and services sales increased 14%, 20% and 29%, respectively, year over year. Excluding the effects of foreign currency movements, the increases were 15%, 24% and 32% for hardware, software and services, respectively. The year to date increases primarily resulted from higher volume, new client engagements and new product offerings from our publishers.

Our APAC segment recognized net sales of $33.2 million for the three months ended September 30, 2010, a year to year decrease of 6%, or $2.3 million in U.S. dollars, compared to the three months ended September 30, 2009, a decrease of 13% excluding the effects of foreign currency movements. The decrease primarily resulted from lower volume to public sector clients.

Net sales in APAC increased 32%, or $31.7 million, in U.S. dollars, for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009, 18% excluding the effects of foreign currency movements. The year to date increase primarily resulted from higher volume and new client engagements, particularly public sector clients.

The percentage of net sales by category for North America, EMEA and APAC were as follows for the three months ended September 30, 2010 and 2009:

	North America						EMEA						APAC
	Three Months Ended						Three Months Ended						Three Months Ended
	September 30,						September 30,						September 30,
Sales Mix	2010			2009			2010			2009			2010			2009
Hardware		66	%		62	%		38	%		41	%		1	%		<1	%
Software		28	%		29	%		60	%		58	%		97	%		98	%
Services		6	%		9	%		2	%		1	%		2	%		2	%
		100	%		100	%		100	%		100	%		100	%		100	%

The percentage of net sales by category for North America, EMEA and APAC were as follows for the nine months ended September 30, 2010 and 2009:

	North America						EMEA						APAC
	Nine Months Ended						Nine Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,
Sales Mix	2010			2009			2010			2009			2010			2009
Hardware		64	%		59	%		34	%		35	%		1	%		1	%
Software		30	%		33	%		64	%		64	%		97	%		97	%
Services		6	%		8	%		2	%		1	%		2	%		2	%
		100	%		100	%		100	%		100	%		100	%		100	%

Gross Profit. Gross profit for the three months ended September 30, 2010 increased 16% compared to the three months ended September 30, 2009, with a 60 basis point decrease in gross margin. For the nine months ended September 30, 2010, gross profit increased 15% compared to the nine months ended September 30, 2009, with a 50 basis point decrease in gross margin. Our gross profit and gross profit as a percentage of net sales by operating segment were as follows (dollars in thousands):

23

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

	Three Months Ended September 30,										Nine Months Ended September 30,
			% of					% of					% of					% of
	2010		Net Sales			2009		Net Sales			2010		Net Sales			2009		Net Sales
North America	$	110,536		12.7	%	$	93,301		13.6	%	$	329,107		13.6	%	$	286,092		13.9	%
EMEA		38,132		14.2	%		35,417		14.3	%		125,876		13.3	%		113,094		14.1	%
APAC		5,977		18.0	%		4,768		13.4	%		18,512		14.2	%		13,916		14.2	%
Consolidated	$	154,645		13.2	%	$	133,486		13.8	%	$	473,495		13.5	%	$	413,102		14.0	%

North America’s gross profit for the three months ended September 30, 2010 increased 18% compared to the three months ended September 30, 2009, but as a percentage of net sales, gross margin declined by 90 basis points year to year, due primarily to a 105 basis point decrease in margin from the sale of services associated with the large services engagement during the third quarter of the prior year that did not recur in the current year. This decrease in margin was offset by a 15 basis point increase in product margin, which includes vendor funding and freight, driven primarily by sales in our hardware category. For the nine months ended September 30, 2010, gross profit increased 15% compared to the nine months ended September 30, 2009. As a percentage of net sales, gross margin declined by 30 basis points primarily reflecting the year to date decreases in margin related to sales of services of 62 basis points and agency fees for enterprise software agreements of 44 basis points, offset by the increase in product margin, which includes vendor funding and freight of 60 basis points.

EMEA’s gross profit increased 8% in U.S. dollars for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Excluding the effects of foreign currency movements, gross profit was up 16% compared to the third quarter of last year. As a percentage of net sales, gross margin declined slightly due primarily to a lower mix of agency fees from enterprise software agreements of 29 basis points. This decrease was offset partially by a 14 basis point increase in product margin, which includes vendor funding, and an increase in margin related to sales of services of 12 basis points resulting from a shift in client mix. For the nine months ended September 30, 2010, gross profit increased 11% compared to the nine months ended September 30, 2009. Excluding the effects of foreign currency movements, gross profit increased 15% compared to the nine months ended September 30, 2009. As a percentage of net sales, gross margin for the nine month periods declined 80 basis points, primarily due to decreases in agency fees for enterprise software agreement renewals of 48 basis points and a 36 basis point decline in product margin, including vendor funding.

APAC’s gross profit increased 25% for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Excluding the effects of foreign currency movements, gross profit increased 18% compared to the third quarter of last year. As a percentage of net sales, gross margin increased by 460 basis points, due primarily to an increase of 288 basis points in product margin, which includes vendor funding, and an increase in the margin contribution from agency fees for enterprise software agreements of 152 basis points. These increases resulted primarily from a shift in client mix, with a lesser percentage of public sector clients during the third quarter of 2010. For the nine months ended September 30, 2010, gross profit increased 33% compared to the nine months ended September 30, 2009. Excluding the effects of foreign currency movements, gross profit increased 19% compared to the nine months ended September 30, 2009. As a percentage of net sales, gross margin remained flat at 14.2%, primarily due to increases in agency fees from enterprise software agreements of 92 basis points, partially offset by a 74 basis point decrease in software product margin, including vendor funding, and a decrease in margin related to sales of services of 11 basis points.

24

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased $11.9 million, or 10% for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. For the nine months ended September 30, 2010, selling and administrative expenses increased $10.2 million, or 3%, compared to the nine months ended September 30, 2009. Selling and administrative expenses as a percent of net sales by operating segment for the three and nine months ended September 30, 2010 and 2009 were as follows (dollars in thousands):

	Three Months Ended September 30,										Nine Months Ended September 30,
			% of					% of					% of					% of
	2010		Net Sales			2009		Net Sales			2010		Net Sales			2009		Net Sales
North America	$	89,012		10.2	%	$	79,354		11.6	%	$	260,241		10.7	%	$	260,441		12.6	%
EMEA		35,808		13.4	%		34,402		13.8	%		110,698		11.7	%		103,122		12.9	%
APAC		4,691		14.1	%		3,867		10.9	%		14,113		10.9	%		11,268		11.5	%
Consolidated	$	129,511		11.0	%	$	117,623		12.1	%	$	385,052		11.0	%	$	374,831		12.7	%

North America’s selling and administrative expenses increased 12%, or $9.7 million for the three months ended September 30, 2010 compared to the three months ended September 30, 2009, but as a percentage of net sales, selling and administrative expenses decreased 140 basis points to 10.2% of net sales for the quarter. The year over year increase in selling and administrative expenses is primarily due to an increase in variable compensation expense of $4.1 million on higher sales and over-attainment against our operating plan. The balance of the increase year over year relates primarily to higher employee benefits costs, including medical insurance, and to a lesser extent, higher salaries and wages. Additionally, legal and professional fees declined year to year as we had no significant legal and other professional fees associated with the trade credits restatement and related litigation during the three months ended September 30, 2010. For the nine months ended September 30, 2010, selling and administrative expenses remained relatively flat at $260 million for the nine months ended September 30, 2010 and 2009, but as a percentage of net sales, selling and administrative expenses decreased 190 basis points to 10.7% of net sales for the nine months ended September 30, 2010. Increases in variable costs on higher sales in the nine months ended September 30, 2010 were offset by (i) an $8.0 million decline in legal and professional fees year to year, primarily related to professional fees and costs associated with the trade credits restatement as well as a decrease in our annual audit fee and (ii) a $4.1 million decrease resulting from the effect on the year to year comparison of the prior year non-cash stock-based compensation charges. These charges related to the North America portion of the termination of an equity-based incentive compensation plan in February 2009 that did not recur in 2010. Further, selling and administrative expenses in the nine months ended September 30, 2010 were reduced by $2.9 million upon the collection of a single account receivable which we had specifically reserved as doubtful during the fourth quarter of 2009.

EMEA’s selling and administrative expenses increased 4%, or $1.4 million in U.S. dollars, for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Excluding the effects of foreign currency movements, selling and administrative expenses increased 13% compared to the third quarter of last year. This year over year increase was primarily driven by higher variable compensation and sales incentives on increased net sales. As a percentage of net sales, selling and administrative expenses decreased 40 basis points due to (i) relatively stable fixed personnel costs year to year while sales have increased in the third quarter of 2010 and (ii) a decrease in bad debt expense in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. For the nine months ended September 30, 2010, selling and administrative expenses increased 7%, or $7.6 million in U.S. dollars, compared to the nine months ended September 30, 2009. Excluding the effects of foreign currency movements, selling and administrative expenses increased 10% year over year. The increase in selling and administrative expenses is primarily attributable to increases in variable compensation on increased net sales. As a percentage of net sales, selling and administrative expenses decreased 120 basis points due to relatively stable fixed personnel costs year to year while sales have increased in the nine months ended September 30, 2010. Selling and administrative expenses for the nine months ended September 30, 2009 included $1.4 million of non-cash stock-based compensation charges related to the EMEA portion of the termination of an equity-based incentive compensation plan in the first quarter of 2009 that did not recur in 2010.

25

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

APAC’s selling and administrative expenses increased 21% or $824,000 in U.S. dollars, for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Excluding the effects of foreign currency movements, selling and administrative expenses increased 13% compared to the third quarter of last year. For the nine months ended September 30, 2010, selling and administrative expenses increased 25%, or $2.8 million in U.S. dollars, compared to the nine months ended September 30, 2009. Excluding the effects of foreign currency movements, selling and administrative expenses increased 9% year over year. The year over year increases in selling and administrative expenses in the three- and nine-month periods are primarily attributable to increases in fixed and variable compensation.

Severance and Restructuring Expenses. During the three months ended September 30, 2010, North America recorded severance expense totaling $199,000 as part of the roll-out of our new sales engagement model and plans to add new leadership in key areas, and EMEA recorded severance expense totaling $99,000. In EMEA, $120,000 in new severance costs associated with four positions was offset by $21,000 of adjustments to prior severance accruals due to current period changes in estimates. During the nine months ended September 30, 2010, North America and EMEA recorded severance expense totaling $1,142,000 and $545,000, respectively, related to certain restructuring activities. In EMEA, $1,029,000 in new severance costs was offset by $484,000 of adjustments to prior severance accruals due to current period changes in estimates. Comparatively, during the three months ended September 30, 2009, North America recorded severance expense of $4.5 million, made up of $4.7 million of new severance costs primarily related to the departure of our former President and Chief Executive Officer, offset by $188,000 of adjustments to prior severance accruals due to changes in estimates. Additionally, EMEA recorded $339,000 in new severance costs during the three months ended September 30, 2009, offset by $802,000 of adjustments to prior severance accruals due to changes in estimates, and APAC recorded an $11,000 adjustment to prior accrued severance costs. During the nine months ended September 30, 2009, North America, EMEA and APAC recorded severance expense of $10.3 million, $1.9 million and $290,000, respectively. New severance costs in North America, EMEA and APAC, of $10.5 million, $2.7 million and $301,000, respectively, were offset by $188,000, $802,000 and $11,000, respectively, of adjustments during the third quarter of 2009.

Non-Operating (Income) Expense.

Interest Income. Interest income for the three and nine months ended September 30, 2010 and 2009 was generated through cash equivalent short-term investments.

Interest Expense. Interest expense for the three and nine months ended September 30, 2010 and 2009 primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facility. Imputed interest under our inventory financing facility was $536,000 and $544,000 for the three months ended September 30, 2010 and 2009, respectively, and $1,697,000 and $1,295,000 for the nine months ended September 30, 2010 and 2009, respectively. Interest expense decreased year to year for both the three- and nine-month periods due to lower average debt balances in the 2010 periods and lower interest rates. During the nine months ended September 30, 2010, we reduced interest expense by $553,000 for a change in estimate of accrued interest related to two state unclaimed property settlements.

Net Foreign Currency Exchange Gains/Losses. These gains/losses result from foreign currency transactions, including gains/losses on foreign currency derivative contracts and intercompany balances that are not considered long-term in nature. The change in net foreign currency exchange gains/losses is due primarily to the underlying changes in the applicable exchange rates, as mitigated by our use of foreign exchange forward contracts to hedge certain non-functional currency assets and liabilities against changes in exchange rate movements.

Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities. The increase in the three and nine months ended September 30, 2010 compared to the prior year periods is attributable to bank fees associated with our lock box arrangements.

Income Tax Expense. Our effective tax rate for the three months ended September 30, 2010 and 2009 was 36.2% and 21.6%, respectively. Our effective tax rate for the nine months ended September 30, 2010 and 2009 was 36.4% and 30.1%, respectively. The increase in effective tax rates for the three- and nine-month periods was primarily due to the effect on the prior year periods of the true-up of foreign tax credits resulting from the filing of our 2008 United States federal tax return and the recognition of certain tax benefits resulting from the settlement of audits.

26

INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

The following table sets forth certain consolidated cash flow information for the nine months ended September 30, 2010 and 2009 (in thousands):

	Nine Months Ended
	September 30,
	2010			2009
Net cash provided by operating activities	$	37,508		$	119,580
Net cash used in investing activities		(17,754	)		(24,573	)
Net cash provided by (used in) financing activities		6,078			(79,087	)
Foreign currency exchange effect on cash flow		(134	)		3,873
Increase in cash and cash equivalents		25,698			19,793
Cash and cash equivalents at beginning of period		68,066			49,175
Cash and cash equivalents at end of period	$	93,764		$	68,968

Cash and Cash Flow

Our primary uses of cash during the nine months ended September 30, 2010 were to fund working capital requirements, including cash payments to settle trade credit liabilities. Operating activities in the nine months ended September 30, 2010 provided $37.5 million in cash, a 69% decrease from the nine months ended September 30, 2009. We made cash payments of $19.0 million during the nine months ended September 30, 2010 as part of our previously announced program of compliance with state unclaimed property laws and our operating cash flows have enabled us to make net repayments under our inventory financing facility of $10.0 million since December 31, 2009 and to increase our cash balance by $25.7 million, while increasing our long-term debt under our revolving credit facilities by just $17.5 million since December 31, 2009. Capital expenditures were $12.6 million for the nine months ended September 30, 2010, an increase of 6% compared to the amount of capital expenditures for the nine months ended September 30, 2009. Cash flows for the nine months ended September 30, 2010 were not significantly affected by foreign currency exchange rates, while cash flows for the nine months ended September 30, 2009 benefited from a $3.9 million positive effect of foreign currency exchange rates on cash flow.

Net cash provided by operating activities. Cash flows from operations for the nine months ended September 30, 2010 and 2009 reflect our net earnings, adjusted for non-cash items such as depreciation, amortization and stock-based compensation expense, as well as changes in accounts receivable, inventories, accounts payable and accrued expenses and other assets and liabilities. For the 2010 period, the decreases in accounts receivable and accounts payable can be primarily attributed to the seasonal decrease in net sales, resulting in lower accounts receivable and accounts payable balances as September 30, 2010 compared to December 31, 2009. The decrease in accrued expenses and other liabilities in the nine months ended September 30, 2010 was primarily due to payments made to settle certain state unclaimed property liabilities and reduce income taxes payable. The increase in inventories in the nine months ended September 30, 2010 is primarily attributable to client-specific inventory purchased in North America during the third quarter of 2010 as a result of new client engagements and overall higher demand for hardware. For the 2009 period, the decrease in accounts receivable and accounts payable reflected the decrease in net sales compared to the prior year as well as our focus on cash management. The decrease in inventory levels in the 2009 period was a result of specific inventory management projects undertaken in our North America segment.

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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Our consolidated cash flow operating metrics for the quarter ended September 30, 2010 and 2009 were as follows:

	2010		2009
Days sales outstanding in ending accounts receivable (“DSOs”) (a)		66		70
Days inventory outstanding (“DIOs”) (b)		10		9
Days purchases outstanding in ending accounts payable (“DPOs”) (c)		51		53

(a)	Calculated as the balance of accounts receivable, net at the end of the period divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by 92 days.
(b)	Calculated as average inventories divided by daily costs of goods sold. Average inventories is calculated as the sum of the balances of inventories at the beginning of the quarter plus inventories at the end of the quarter divided by two. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.
(c)	Calculated as the balances of accounts payable at the end of the period divided by daily costs of goods sold. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.

The decrease in DSOs for the quarter ended September 30, 2010 compared to the quarter ended September 30, 2009 is due primarily to overall improvements in our collection cycle partially offset by certain specific aged public sector receivables as of September 30, 2010. The decrease in DPOs during the third quarter of 2010 compared to the quarter ended September 30, 2009 is due to the effect of increases in sales of hardware in North America for which suppliers are typically paid in advance of collection from clients, partially offset by the benefits of tighter cash management practices in EMEA.

We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms granted to our clients in order to take advantage of supplier discounts. We intend to use cash generated in 2010 in excess of working capital needs to pay down our outstanding debt balances and support our capital expenditures for the year. As part of our previously announced program to gain compliance with state unclaimed property laws, we expect that cash payments to settle trade credit liabilities with clients or suppliers or to remit unclaimed property to the states will approximate $20.0 million to $25.0 million in 2010. As of September 30, 2010, we had remitted $19.0 million of such cash payments.

Net cash used in investing activities. Capital expenditures totaled $12.6 million and $11.7 million for the nine months ended September 30, 2010 and 2009, respectively. We expect capital expenditures for the full year 2010 between $18.0 million and $22.0 million, primarily for facility and technology related upgrade projects. During the nine months ended September 30, 2010 and 2009, we made earnout payments of $5.1 million and $12.8 million, respectively, to the former owners of Calence.

Net cash used in financing activities. During the nine months ended September 30, 2010, we had net borrowings under our debt facilities that increased our outstanding debt balances under our revolving credit facilities by $17.5 million and made net repayments under our inventory financing facility of $10.0 million. As of September 30, 2010, the only current portion of our long-term debt relates to our capital lease obligation for certain IT equipment. During the nine months ended September 30, 2009, we made net repayments on our debt facilities that reduced our outstanding debt balances by $72.5 million.

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INSIGHT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our senior revolving credit facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Company’s trailing twelve month net earnings plus (i) interest expense, less non-cash imputed interest on our inventory financing facility, (ii) income tax expense, (iii) depreciation and amortization and (iv) non-cash stock-based compensation (referred to herein as “adjusted earnings”). The maximum leverage ratio permitted under the agreements is 2.75 times trailing twelve-month adjusted earnings as of September 30, 2010 and stepped down to 2.50 times effective October 1, 2010 through April 1, 2013. We anticipate that we will be in compliance with our maximum leverage ratio requirements over the next four quarters. However, a significant drop in adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below the Company’s consolidated maximum debt capacity. As a result of this limitation, of the $450.0 million of aggregate maximum debt capacity available under our senior revolving credit facility and our ABS facility, the Company’s debt balance that could have been outstanding as of September 30, 2010 was limited to $428.3 million based on 2.75 times the Company’s trailing twelve-month adjusted earnings. Our debt balance as of September 30, 2010 was $167.4 million, which includes our capital lease obligation.

We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our presently anticipated cash and working capital requirements for operations over the next 12 months.

Cash and cash equivalents held by foreign subsidiaries are often subject to U.S. income taxation upon repatriation to the United States. For foreign entities not treated as branches for U.S. tax purposes, we do not provide for U.S. income taxes on the undistributed earnings of these subsidiaries as earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the United States. As of September 30, 2010, we had approximately $86.0 million in cash and cash equivalents in certain of our foreign subsidiaries where we consider undistributed earnings for these foreign subsidiaries to be permanently reinvested. As part of our working capital management strategy, we used our excess cash balances in the United States to pay down debt as of September 30, 2010. As of September 30, 2010, the majority of our foreign cash resides in the Netherlands, the United Kingdom, Australia and Canada. Certain of these cash balances could and will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business. This repayment would not change our policy to indefinitely reinvest earnings of its foreign subsidiaries. Our intention is that undistributed earnings will be used for general business purposes in the foreign jurisdictions as well as to fund our IT system upgrade in EMEA, various facility upgrades and the hardware expansion to non-United Kingdom EMEA countries.

Off Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include guaranties and indemnifications. The guaranties and indemnifications are discussed in Note 11 to our Consolidated Financial Statements in Part I, Item 1 of this report. We believe that none of our off-balance sheet arrangements has, or is reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Recently Issued Accounting Pronouncements

See Note 1 to our Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of recently issued accounting pronouncements which affect or may affect our financial statements.

Contractual Obligations

Other than the amendments to our ABS facility on July 1, 2010 and our inventory financing facility on April 26, 2010 and August 12, 2010, as discussed in Note 4 to our Consolidated Financial Statements in Part I, Item 1 of this report, there have been no material changes in our reported contractual obligations, as described under “Contractual Obligations for Continuing Operations” in “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2009.

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INSIGHT ENTERPRISES, INC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Other than the change in our open foreign currency forward contracts provided below, there have been no material changes in our reported market risks, as described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2009.

The following table summarizes our open foreign currency forward contracts held at September 30, 2010. All U.S. dollar and foreign currency amounts are presented in thousands.

	Buy	Buy
Foreign Currency	GBP	CAD
Notional Amount	4,000	10,000
Exchange Rate	1.5902	1.0296
USD Equivalent	$6,361	$9,713
Weighted Average Maturity	Less than 1 month	Less than 1 month

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and determined that as of September 30, 2010, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Part II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are party to various legal proceedings arising in the ordinary course of business, including preference payment claims asserted in client bankruptcy proceedings, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations.

We make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular claim. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and reasonably estimable losses. It is possible, nevertheless, that our financial position, the results of our operations or our liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

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INSIGHT ENTERPRISES, INC.

Beginning in March 2009, three purported class action lawsuits were filed in the U.S. District Court for the District of Arizona against us and certain of our current and former directors and officers on behalf of purchasers of our securities during the period April 22, 2004 to February 6, 2009. Two plaintiffs voluntarily dismissed their complaints, and the District Court appointed a lead plaintiff and lead counsel. The plaintiff in the remaining action filed an amended complaint in September 2009, seeking unspecified damages, and the District Court dismissed the amended complaint on April 30, 2010. On June 1, 2010, the plaintiff filed a second amended complaint, which asserts claims under the federal securities laws relating to our February 9, 2009 announcement that we expected to restate our financial statements and also includes additional allegations regarding other purported accounting and revenue recognition issues during the class period. All defendants have filed motions to dismiss the second amended complaint, briefing on the motions to dismiss has been completed and oral argument on the motion to dismiss the second amended complaint will be heard in November 2010. In June 2009, we were notified that three shareholder derivative lawsuits had been filed, two in the Superior Court in Maricopa County, Arizona (the “State derivative actions”) and one in the U.S. District Court for the District of Arizona (the “Federal derivative action”), by persons identifying themselves as Insight shareholders and purporting to act on behalf of Insight, naming Insight as a nominal defendant and current and former officers and directors as defendants. Initially, the three derivative action complaints, like the purported class action complaint, primarily arose out of our February 9, 2009 announcement. The Federal derivative action has been dismissed with prejudice, and the plaintiff in that action has appealed the order of dismissal to the U.S. Court of Appeals for the Ninth Circuit. The two State derivative actions were consolidated into a single action, and the plaintiff filed an amended complaint in the consolidated action on October 30, 2009 that alleges breaches of fiduciary duties of loyalty and good faith, breach of fiduciary duties for insider selling and misappropriation of information, and unjust enrichment. The amount of damages sought by the plaintiffs is not specified in the consolidated complaint. We moved to dismiss the State derivative actions, and oral argument on the motion to dismiss was heard in August 2010. On October 18, 2010, the State derivative actions were dismissed with prejudice. The judgment of dismissal is not yet final and may still be appealed. We have tendered a claim to our D&O liability insurance carriers, and our carriers have acknowledged their obligations under these policies subject to a reservation of rights.

In August 2010, in connection with an investigation being conducted by the United States Department of Justice (the “DOJ”), Calence received a subpoena from the Office of the Inspector General of the Federal Communications Commission (the “FCC OIG”) requesting documents related to the award, by the Universal Service Administration Company, of funds under the E-Rate program. The E-Rate program provides schools and libraries with discounts to obtain affordable telecommunications and internet access. We are cooperating with the DOJ and FCC OIG and are in the process of responding to the subpoena. Pursuant to the Calence acquisition agreements, the former owners of Calence have agreed to indemnify us for certain damages that may arise out of or result from this matter, including our fees and expenses for responding to the subpoena.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.

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INSIGHT ENTERPRISES, INC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the three months ended September 30, 2010.

We have never paid a cash dividend on our common stock, and our senior revolving credit facility contains restrictions on the payment of cash dividends. We currently intend to reinvest all of our earnings into our business and do not intend to pay any cash dividends in the foreseeable future.

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended September 30, 2010.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved.]

Item 5. Other Information.

None.

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INSIGHT ENTERPRISES, INC.

Item 6. Exhibits.

Exhibits (unless otherwise noted, exhibits are filed herewith).

Exhibit No.		Description
	3.1	Composite Certificate of Incorporation of Insight Enterprises, Inc. (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended December 31, 2005).
	3.2	Amended and Restated Bylaws of the Insight Enterprises, Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on January 14, 2008).
	3.3	Form of Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 5 of our Registration Statement on Form 8-A (No. 00-25092) filed on March 17, 1999).
	4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (No. 33-86142) declared effective January 24, 1995).
	10.1	Amendment No. 12 to Receivables Purchase Agreement dated as of July 1, 2010 among Insight Receivables, LLC, Insight Enterprises, Inc., the Purchasers and Managing Agents party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers.
	10.2	Amendment Number Two to Credit Agreement, dated as of August 12, 2010, among Calence, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc. and the lenders party thereto.
	10.3	Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of August 12, 2010, among Insight Enterprises, Inc., Insight Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National Association, as Administrative Agent, and certain lenders identified therein.
	31.1	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14.
	31.2	Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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INSIGHT ENTERPRISES, INC.

SIGNATURES

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

Date: November 3, 2010	INSIGHT ENTERPRISES, INC.
	By:	/s/ Kenneth T. Lamneck
		Kenneth T. Lamneck
		President and Chief Executive Officer
		(Duly Authorized Officer)
	By:	/s/ Glynis A. Bryan
		Glynis A. Bryan
		Chief Financial Officer
		(Principal Financial Officer)
	By:	/s/ David C. Olsen
		David C. Olsen
		Corporate Controller
		(Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 12
TO
RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 12 TO RECEIVABLES PURCHASE AGREEMENT dated as of July 1, 2010 (this “Agreement”) is entered into among INSIGHT RECEIVABLES, LLC (the “Seller”), INSIGHT ENTERPRISES, INC. (“Insight” and the “Servicer”), the Purchasers and Managing Agents party hereto, and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

W I T N E S S E T H

WHEREAS, the parties hereto are parties to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”);

WHEREAS, the parties hereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment. Subject to the fulfillment of the conditions precedent set forth in Section 2 below, the Receivables Purchase Agreement is hereby amended as follows:

1.1 Section 5.1 thereof is hereby amended to add the following new clause (z) at the end thereof:

(z) Payments in Ordinary Course. Each remittance of Collections by the Seller to the Agent, the Managing Agents or the Purchasers hereunder will have been made (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) in the ordinary course of business or financial affairs.

1.2 Section 9.1(g)(iii) thereof is amended to delete the reference therein to “6.50%” and to substitute “6.00%” therefor

1.3 Section 10.2 thereof is hereby amended and restated in its entirety as follows:

Section 10.2 Increased Cost and Reduced Return. (a) If any Regulatory Change (i) subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source’s obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source’s or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Managing Agent, Seller shall pay to such Managing Agent, for the benefit of the relevant Funding Source or Purchaser, such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Funding Source or Purchaser with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency.

(b) A certificate of the applicable Purchaser or Funding Source setting forth the amount or amounts necessary to compensate such Purchaser or Funding Source pursuant to paragraph (a) of this Section 10.2 shall be delivered to the Seller and shall be conclusive absent manifest error.

2

(c) If any Purchaser or any Funding Source has or anticipates having any claim for compensation from the Seller pursuant to clause (iii) of the definition of Regulatory Change appearing in paragraph (a) of this Section 10.2, and such Purchaser or Funding Source believes that having the facility publicly rated by one credit rating agency would reduce the amount of such compensation by an amount deemed by such Purchaser or Funding Source to be material, such Purchaser or Funding Source shall provide written notice to the Seller and the Servicer (a “Ratings Request”) that such Purchaser or Funding Source intends to request a public rating of the facility from one credit rating agency selected by such Purchaser or Funding Source and reasonably acceptable to the Seller, of at least “A”, or its equivalent (the “Required Rating”). The Seller and the Servicer agree that they shall cooperate with such Purchaser’s or Funding Source’s efforts to obtain the Required Rating, and shall provide the applicable credit rating agency (either directly or through distribution to the Agent, applicable Managing Agent, Purchaser or Funding Source), any information requested by such credit rating agency for purposes of providing and monitoring the Required Rating. The Managing Agents shall pay (i) the initial fees payable to the credit rating agency for providing the rating, (ii) reasonable attorneys’ fees of counsel for Managing Agents and the Seller, payable in connection with obtaining the rating, subject to a cap of $10,000 in the aggregate, and (iii) all ongoing fees payable to the credit rating agency for their continued monitoring of the rating, in each case allocated among the Managing Agents based on the Pro Rata Share of their Purchaser Groups. Nothing in this Section 10.2(c) shall preclude any Purchaser or Funding Source from demanding compensation from the Seller pursuant to Section 10.2(a) hereof at any time and without regard to whether the Required Rating shall have been obtained, or shall require any Purchaser or Funding Source to obtain any rating on the facility prior to demanding any such compensation from the Seller.

1.4 The definition of “Amortization Date” set forth in Exhibit I thereto is amended and restated in its entirety as follows:

“Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from the Agent following the occurrence of any other Amortization Event pursuant to Section 9.2 hereof, (iv) the Business Day specified in a written notice from the Agent following the failure to obtain the Required Rating within 90 days following delivery of a Ratings Request to the Seller and the Servicer, and (iv) the date which is 30 days after the Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

1.5 Exhibit I thereto is amended to add the new definition “Applicable Price Differential” thereto in alphabetical order”

“Applicable Price Differential” has the meaning set forth in the Fee Letter.

1.6 The definition of “Deducted Receivable” set forth in Exhibit I thereto is amended and restated in its entirety as follows:

“Deducted Receivables” means, collectively, the California Contingent Receivables, the Software Spectrum Government Receivables, and all Receivables the Obligor of which is Microsoft Corporation or any of its subsidiaries.

1.7 Clause (ii) of the definition of “Eligible Receivable” set forth in Exhibit I thereto is amended to delete the reference therein to “25%” and to substitute “35%” therefor.

3

1.8 Clause (v) of the definition of “Eligible Receivable” set forth in Exhibit I thereto is amended and restated in its entirety as follows:

(v) which by its terms is due and payable within 90 days of the original invoice date therefor and has not had its payment terms extended; provided, however, that (i) no more than 35% of the aggregate Outstanding Balance of all Eligible Receivables may be due and payable more than 30 days and within 60 days after the original invoice date thereof and (ii) no more than 10% of the aggregate Outstanding Balance of all Eligible Receivables may be due and payable more than 60 days and within 90 days after the original invoice date thereof;

1.9 The definition of “Facility Termination Date” set forth in Exhibit I thereto is amended and restated in its entirety as follows:

“Facility Termination Date” means the earliest of (i) April 1, 2013, (ii) the Liquidity Termination Date and (iii) the Amortization Date.

1.10 The definition of “Fee Letter” set forth in Exhibit I thereto is amended and restated in its entirety as follows:

“Fee Letter” means (i) that certain Fourth Amended and Restated Fee Letter, dated as of June 24, 2010, among Seller, the Agent and the Managing Agents and (ii) any other letter designated as a “Fee Letter” therein and entered into between Seller and any of the parties hereto from time to time, in each case as such letter may be amended, restated, supplemented or otherwise modified and in effect from time to time.

1.11 The definition of “LIBO Rate” set forth in Exhibit I thereto is amended to delete the reference therein to “4.25%” and to substitute “3.45% plus the Applicable Price Differential” therefor.

1.12 The definition of “Liquidity Termination Date” set forth in Exhibit I thereto is amended and restated in its entirety as follows.

“Liquidity Termination Date” means April 1, 2013 or such later date to which the Liquidity Termination Date may be extended in accordance with Section 12.3.

1.13 Exhibit I thereto is amended to add the following new definitions thereto in alphabetical order:

“Ratings Request” has the meaning set forth in Section 10.2(c).

“Required Rating” has the meaning set forth in Section 10.2(c).

SECTION 2. Conditions Precedent. This Agreement shall become effective as of the close of business on the date first above written, subject to the satisfaction of the conditions precedent that (a) the Managing Agents shall have received: (i) counterparts of this Agreement executed by each of the parties hereto, (ii) a Reaffirmation of Performance Undertaking in the form attached as Exhibit A, executed by Insight, and (iii) all fees and expenses required to be paid on the date hereof pursuant to the terms of the Fee Letters and (b) the Managing Agents shall have received for the ratable account of the Purchasers in their respective Purchaser Groups, all fees required to be paid on the date hereof pursuant to the Fourth Amended and Restated Fee Letter, dated as of July 1, 2010, by and among the Agent, PNC Bank, National Association and the Seller.

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SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants that (i) this Agreement constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and (ii) after giving effect to this Agreement, the representations and warranties of each such party, respectively, set forth in Article V of the Receivables Purchase Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. The Seller further represents and warrants that after giving effect to this Agreement, no event has occurred and is continuing that constitutes an Amortization Event or a Potential Amortization Event.

SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.

4.1 Upon the effectiveness of this Agreement, (i) each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Receivables Purchase Agreement, as amended hereby, and (ii) each reference to the Receivables Purchase Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

4.2 Except as specifically amended hereby, the terms and conditions of the Receivables Purchase Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Agent, any Purchaser or any Managing Agent under the Receivables Purchase Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, in each case except as specifically set forth herein.

SECTION 5. Costs and Expenses. The Seller agrees to pay on demand all reasonable costs and expenses of the Agent, the Managing Agents and the Purchasers in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, the Managing Agents and the Purchasers with respect thereto and with respect to advising the Agent, the Managing Agents and the Purchasers as to their respective rights and responsibilities hereunder and thereunder.

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SECTION 6. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.

SECTION 8. Section Titles. The section titles contained in this Agreement are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

INSIGHT RECEIVABLES, LLC
By:	Insight Receivables Holding, LLC, its Sole Member
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

INSIGHT ENTERPRISES, INC.
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

Signature Page to
Amendment No. 12 to Receivables Purchase Agreement

JUPITER SECURITIZATION COMPANY LLC (successor by merger to JS Siloed Trust), as a Conduit
By:	JPMorgan Chase Bank, N.A., its administrative trustee
By:	/s/ Joel C. Gedroic
	Name:	Joel C. Gedroic
	Title:	Executive Director
JPMORGAN CHASE BANK, N.A., as a Financial Institution, as Agent and as a Managing Agent
By:	/s/ Joel C. Gedroic
	Name:	Joel C. Gedroic
	Title:	Executive Director

Signature Page to
Amendment No. 12 to Receivables Purchase Agreement

MARKET STREET FUNDING LLC, as a Conduit
By:	/s/ Doris J. Hearn
	Name:	Doris J. Hearn
	Title:	Vice President

PNC BANK, NATIONAL ASSOCIATION as a Financial Institution and a Managing Agent
By:	/s/ Robin A. Reeher
	Name:	Robin A. Reeher
	Title:	Vice President

Exhibit A

REAFFIRMATION OF PERFORMANCE UNDERTAKING

Reference is hereby made to that certain Amended and Restated Performance Undertaking, dated as of September 3, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Undertaking”), executed by Insight Enterprises, Inc., a Delaware corporation (the “Performance Undertaker”), in favor of JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”), as Agent (the “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Undertaking.

The Performance Undertaker hereby:

(i) acknowledges receipt of that certain Amendment No. 4, dated as of the date hereof (the “Amendment”), to the Amended and Restated Receivables Sale Agreement, dated as of September 3, 2003, by and among Insight Direct USA, Inc., and Insight Public Sector, Inc., as Originators, and Insight Receivables, LLC, as Buyer;

(ii) reaffirms all of its obligations under the Undertaking in favor of the Agent, for the benefit of itself and the Purchasers; and

(iii) acknowledges and agrees that (A) the Undertaking remains in full force and effect notwithstanding the Amendment and (B) the Undertaking is hereby ratified and confirmed.

[Remainder of page intentionally blank.]

Date: July 1, 2010

INSIGHT ENTERPRISES, INC.
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDMENT NUMBER TWO TO
CREDIT AGREEMENT

THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “Amendment”) is effective as of August 12, 2010 (the “Second Amendment Effective Date”) by and among CALENCE, LLC, a Delaware limited liability company (“Calence”), INSIGHT DIRECT USA, INC., an Illinois corporation (“Insight Direct”), INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (“Insight Public”, and collectively with Calence and Insight Direct, the “Resellers” and each, a “Reseller”), and certain of the Lenders party to the Credit Agreement described below. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Resellers, the Lenders, and the Agents are parties to that certain Credit Agreement, dated as of September 17, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Resellers and the Required Lenders desire to increase the amount of the Aggregate Floorplan Loan Facility Limit; and

WHEREAS, the Resellers and the Required Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

1. Amendments. Subject to the satisfaction of the condition precedent set forth in Section 3 below, the Resellers and the Required Lenders party hereto hereby agree:

a. upon the Effective Date, to replace Exhibit A of the Credit Agreement with the attached Exhibit A.

b. that the following definitions shall be added to Exhibit B of the Credit Agreement in proper alphabetical order:

Code – means the U.S. Internal Revenue Code of 1986, as amended.

Second Amendment – means that certain Amendment Number Two to Credit Agreement, dated as of August 12, 2010, by and among the Resellers and the Lenders party thereto.

Second Amendment Effective Date – has the meaning specified therefor in the Second Amendment.

c. that the following definitions listed on Exhibit B of the Credit Agreement shall be deleted in their entirety and in their place shall have been substituted the following:

1. Aggregate Floorplan Loan Facility Limit – means One Hundred Fifty Million Dollars ($150,000,000), as may be reduced pursuant to terms of Section 3.2.2 of this Agreement.

2. Commitment – means, with respect to each Lender, the commitment of such Lender to make Floorplan Loans and to acquire participations in Interim Floorplan Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Floorplan Loan Facility exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 3.2, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 14.4. The initial amount of each Lender’s Commitment is set forth on Exhibit A, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Commitments on the Second Amendment Effective Date is $150,000,000.

d. that the definition of “Excluded Taxes” contained in Exhibit B of the Credit Agreement shall be amended to (i) delete therefrom the phrase “, or (c)” and substitute therefor the following phrase: “, (c) any tax that is attributable to such Lender’s failure or inability to take any action (including entering into an agreement with the IRS), comply with any information gathering or reporting requirements, or to provide a Reseller (with a copy to the Administrative Agents) with appropriate certification, in each case, if such compliance or certification is required to obtain exemption from any United States federal withholding taxes under Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith, or (d)”, and (ii) delete therefrom the phrase “clause (c) above” and substitute therefor the following phrase “clause (d) above”.

e. that the provisions of Section 3.1.1 of the Credit Agreement shall be amended by deleting the reference to “(as provided on Exhibit A hereto)” contained therein.

f. that the provisions of Section 3.3 of the Credit Agreement shall be deleted in their entirety and in their place shall have been substituted the following:

“3.3 Commitment Block. Notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, (i) on and after August 12, 2010, that portion, if any, of the Commitment of CPC in excess of $40,000,000 (the “Unavailable CPC Commitment”) shall no longer be effective and shall not be taken into account in determining CPC’s Pro-Rata Share hereunder, (ii) the Aggregate Floorplan Loan Facility Limit shall be reduced to the extent of the Unavailable CPC Commitment as applicable at any time, and (iii) CPC may at any time assign to an Eligible Assignee all or any portion of the Unavailable CPC Commitment in accordance with Section 14.4 hereunder, with the exception of Section 14.4.1.3 which shall not apply with respect to assignments made pursuant to this Section 3.3, whereupon such portion shall become effective as the Commitment of such Eligible Assignee and, to the extent of such Eligible Assignee’s Commitment, the Unavailable CPC Commitment shall be reduced and the Aggregate Floorplan Loan Facility Amount shall be restored.”

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g. that the provisions of Section 4.5.5 of the Credit Agreement are hereby amended by inserting the following sentence immediately following the final sentence of such Section 4.5.5: “Each Lender shall promptly provide, upon reasonable request from any Reseller or either Administrative Agent, any information that any Reseller or either Administrative Agent needs in order for any Reseller or either Administrative Agent to determine the amount of any applicable withholding taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.”.

2. Amendment to JPMorgan Intercreditor Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Collateral Agent is hereby directed and authorized to immediately enter into, on behalf of itself and the Holders of Secured Obligations, an amendment to the JPMorgan Intercreditor Agreement in the form of Exhibit B hereto.

3. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the Second Amendment Effective Date, but such effectiveness shall be subject to the conditions precedent that the Administrative Agents shall have received executed counterparts of this Amendment duly executed and delivered by each Reseller and the Required Lenders.

4. Representation and Warranties. Each Reseller hereby represents and warrants that (i) after giving effect to this Amendment, all of the representations and warranties of such Reseller set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) after giving effect to this Amendment, no Default has occurred or is continuing.

5. Effect on the Credit Agreement.

Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as modified hereby.

6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts. This Amendment may be executed by one or more of the parties on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile copy or other electronic image scan transmission of any signature hereto shall have the same effect as the original thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

CALENCE, LLC, as a Reseller
By:	Insight Enterprises, Inc., its Manager
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

INSIGHT DIRECT USA, INC., as a Reseller
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

INSIGHT PUBLIC SECTOR, INC., as a Reseller
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

CASTLE PINES CAPITAL LLC, as a Lender
By:	/s/ John Schmidt
	Name:	John Schmidt
	Title:	Managing Partner

WELLS FARGO CAPITAL FINANCE, LLC, as a Lender
By:	/s/ John Hanley
	Name:	John Hanley
	Title:	EVP

DE LAGE LANDEN FINANCIAL SERVICES, INC., as a Lender
By:
	Name:
	Title:

IBM CREDIT LLC, as a Lender
By:	/s/ Steven A. Flanagan
	Name:	Steven A. Flanagan
	Title:	Global Credit Officer

COMPASS BANK, as a Lender
By:	/s/ Nancy Zezza
	Name:	Nancy Zezza
	Title:	SVP

MUTUAL OF OMAHA BANK, as a Lender
By:	/s/ Clint Arrowsmith
	Name:	Clint Arrowsmith
	Title:	Senior Commercial Banker

BANK OF ARIZONA, as a Lender
By:	/s/ Kevin R. Gillette
	Name:	Kevin R. Gillette
	Title:	Senior Vice President

EXECUTION COPY

EXHIBIT A

LENDERS’ FACILITIES AND PRO-RATA SHARES

	FLOORPLAN LOAN			PRO-RATA
LENDER	FACILITY			SHARES
CPC	$	75,000,000	**		50	%**
De Lage Landen Financial Services, Inc.	$	25,000,000			16.667	%
IBM Credit LLC	$	25,000,000			16.667	%
Compass Bank	$	10,000,000			6.667	%
Mutual of Omaha Bank	$	10,000,000			6.667	%
Bank of Arizona	$	5,000,000			3.333	%
Aggregates	$	150,000,000			100	%

** Subject to Section 3.3 of this Agreement.

EXECUTION COPY

EXHIBIT B

JPMorgan Intercreditor Agreement Amendment

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT

This Amendment No. 1 to Intercreditor Agreement (this “Amendment”) is made as of August 12, 2010, by and between JPMorgan Chase Bank, National Association, as Bank Agent (in such capacity, the “Bank Agent”), and Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC,) as Floorplan Collateral Agent (in such capacity, the “Floorplan Collateral Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement (defined below).

RECITALS

A. The Bank Agent and the Floorplan Collateral Agent are parties to that certain Intercreditor Agreement, dated as of September 17, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between the Bank Agent and the Floorplan Collateral Agent and acknowledged by Insight Enterprises, Inc.

B. Pursuant to Section 8.3 of the Intercreditor Agreement, an amendment to the Intercreditor Agreement requires an agreement in writing by the Bank Agent and the Floorplan Collateral Agent.

AGREEMENT

In consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendment. Subject to satisfaction of the condition precedent set forth in Section 2 below, Section 5.3(c) of the Intercreditor Agreement is hereby amended to: (a) delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”; and (b) delete therefrom the reference to “Section 5.3(b)” and to substitute therefor the following: “Section 5.3(c)”..

2. Condition Precedent. This Amendment is subject to and shall become effective as of the date when counterparts hereof are executed by each of the parties hereto.

3. No Amendment. Except to the extent specifically amended or modified hereby, the provisions of the Intercreditor Agreement shall not be amended, modified, impaired or otherwise affected hereby, and the Intercreditor Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect, as amended hereby. Each reference in any Bank Loan Document or Floorplan Loan Document to the Intercreditor Agreement shall (unless otherwise specifically provided) mean the Intercreditor Agreement, as amended by this Amendment.

4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same document.

6. Severability. If any provision of this Amendment shall be deemed to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.

[Signature Pages Follow]

EXECUTION COPY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Intercreditor Agreement to be executed as of the date first written above.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bank Agent
By:
	Name:
	Title:

WELLS FARGO CAPITAL FINANCE, LLC (formerly known as WELLS FARGO FOOTHILL, LLC), as Floorplan Collateral Agent
By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of August 12, 2010 by and among Insight Enterprises, Inc., a Delaware corporation (the “Company”), Insight Direct (UK) Ltd., a company organized under the laws of England (the “UK Borrower”), Insight Enterprises B.V., a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The Netherlands (the “Dutch Borrower” and, collectively with the Company and the UK Borrower, the “Borrowers”), JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders, J.P. Morgan Europe Limited, as European Agent, and the Administrative Agent are party to that certain Second Amended and Restated Credit Agreement, dated as of April 1, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Company has requested the Lenders and the Administrative Agent to amend the Credit Agreement in certain respects; and

WHEREAS, the Required Lenders and the Administrative Agent have agreed to so amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

(a) The definition of “Change in Law” set forth in Section 1.01 of the Credit Agreement is hereby amended to insert the following sentence immediately following the period at the end of such definition: “A Change in Law shall not include the application or effect of any regulations promulgated and any interpretation or other guidance issued in connection with Sections 1471 or 1472 of the Code.”.

(b) The definition of “Excluded Taxes” set forth in Section 1.01 of the Credit Agreement is hereby amended to (i) delete therefrom the phrase “, or (e)” and substitute therefor the following phrase: “, (e) any tax that is attributable to such Lender’s failure or inability to take any action (including entering into an agreement with the Internal Revenue Service), comply with any information gathering or reporting requirements, or to provide the Company (with a copy to the Administrative Agent) with appropriate certification, in each case, if such compliance or certification is required to obtain exemption from any United States federal withholding taxes under Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith, or (f)”, (ii) delete therefrom the phrase “clause (c) or (d) above” and substitute therefor the following phrase “clause (c), (d) or (e) above” and (iii) delete therefrom the phrase “clauses (a) to (e) above” and substitute therefor the following phrase: “clauses (a) to (f) above”.

(c) Section 2.17(e) of the Credit Agreement is hereby amended by inserting the following sentence immediately following the final sentence of such Section 2.17(e): “Each Lender shall promptly provide, upon reasonable request from the Company or the Administrative Agent, any additional information that the Company or the Administrative Agent needs in order for the Company or the Administrative Agent to determine the amount of any applicable withholding taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.”.

(d) Section 6.01(s) of the Credit Agreement is hereby amended to delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.

(e) Section 6.02(n) of the Credit Agreement is hereby amended to delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.

2. Amendment to Floorplan Intercreditor Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Administrative Agent is hereby directed and authorized to immediately enter into, on behalf of itself and the Holders of Secured Obligations, an amendment to the Floorplan Intercreditor Agreement in the form of Exhibit A hereto (the “Floorplan Intercreditor Agreement Amendment”).

3. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition precedent that the Administrative Agent shall have received:

(a) executed counterparts of this Amendment duly executed and delivered by each Borrower, the Administrative Agent and the Required Lenders; and

(b) for the ratable account of each Lender that executes and delivers its signature page hereto in the manner required by the Administrative Agent by 5:00 p.m. (New York time) on August 11, 2010, an amendment fee equal to 0.10% of the sum of such Lender’s US Tranche Revolving Commitment and European Tranche Commitment as of the date hereof.

4. Representation and Warranties. Each Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement as amended hereby constitute its legal, valid and binding obligation and are enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) all of the representations and warranties of such Borrower set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (iii) no Default has occurred and is continuing on and as of the date hereof.

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5. Effect on the Credit Agreement.

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

(b) Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as a waiver of any rights, power or remedy of the Agents or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with its original terms.

6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

7. Costs and Expenses. The Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation, negotiation and execution of this Amendment and the Floorplan Intercreditor Agreement Amendment.

8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9. Counterparts. This Amendment may be executed by one or more of the parties on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile copy of any signature hereto shall have the same effect as the original thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

INSIGHT ENTERPRISES, INC., as the Company
By:	/s/ Helen Johnson
	Name:	Helen Johnson
	Title:	Treasurer

INSIGHT DIRECT (UK), LTD., as the UK Borrower
By:	/s/ Stuart Fenton
	Name:	Stuart Fenton
	Title:	President

INSIGHT ENTERPRISES B.V., as the Dutch Borrower
By:	/s/ Stuart Fenton
	Name:	Stuart Fenton
	Title:	President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent
By:	/s/ Anna C. Araya
	Name:	Anna C. Araya
	Title:	Vice President

J.P. MORGAN EUROPE LIMITED, as a Lender
By:	/s/ Alastair Stevenson
	Name:	Alastair Stevenson
	Title:	Managing Director

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Ivan Ferraz
	Name:	Ivan Ferraz
	Title:	Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
	Name:
	Title:

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Jeffrey Mills
	Name:	Jeffrey Mills
	Title:	Assistant Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

COMERICA BANK, as a Lender
By:	/s/ Fatima Arshad
	Name:	Fatima Arshad
	Title:	Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kathryn E. Benjamin
	Name:	Kathryn E. Benjamin
	Title:	Assistant Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

BANK OF ARIZONA, N.A. as a Lender
By:	/s/ Kevin R. Gillette
	Name:	Kevin R. Gillette
	Title:	Senior Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:	/s/ D. Barnell
	Name:	D. Barnell
	Title:	Authorized Signatory

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

COMPASS BANK, as a Lender
By:	/s/ Nancy Zezza
	Name:	Nancy Zezza
	Title:	SVP

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ John Lascody
	Name:	John Lascody
	Title:	Second Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Robin C. Bunch
	Name:	Robin C. Bunch
	Title:	Credit Officer

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

BANK OF THE WEST, as a Lender
By:	/s/ Todd C. Abboud
	Name:	Todd C. Abboud
	Title:	Senior Vice President

Signature Page to
Amendment No. 3 to Second Amended and Restated Credit Agreement

EXECUTION COPY

Exhibit A

Amendment to Floorplan Intercreditor Agreement

See attached.

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT

This Amendment No. 1 to Intercreditor Agreement (this “Amendment”) is made as of August 12, 2010, by and between JPMorgan Chase Bank, National Association, as Bank Agent (in such capacity, the “Bank Agent”), and Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC,) as Floorplan Collateral Agent (in such capacity, the “Floorplan Collateral Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement (defined below).

RECITALS

A. The Bank Agent and the Floorplan Collateral Agent are parties to that certain Intercreditor Agreement, dated as of September 17, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between the Bank Agent and the Floorplan Collateral Agent and acknowledged by Insight Enterprises, Inc.

B. Pursuant to Section 8.3 of the Intercreditor Agreement, an amendment to the Intercreditor Agreement requires an agreement in writing by the Bank Agent and the Floorplan Collateral Agent.

AGREEMENT

In consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendment. Subject to satisfaction of the condition precedent set forth in Section 2 below, Section 5.3(c) of the Intercreditor Agreement is hereby amended to: (a) delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”; and (b) delete therefrom the reference to “Section 5.3(b)” and to substitute therefor the following: “Section 5.3(c)”..

2. Condition Precedent. This Amendment is subject to and shall become effective as of the date when counterparts hereof are executed by each of the parties hereto.

3. No Amendment. Except to the extent specifically amended or modified hereby, the provisions of the Intercreditor Agreement shall not be amended, modified, impaired or otherwise affected hereby, and the Intercreditor Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect, as amended hereby. Each reference in any Bank Loan Document or Floorplan Loan Document to the Intercreditor Agreement shall (unless otherwise specifically provided) mean the Intercreditor Agreement, as amended by this Amendment.

4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same document.

6. Severability. If any provision of this Amendment shall be deemed to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Intercreditor Agreement to be executed as of the date first written above.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bank Agent
By:
	Name:
	Title:

WELLS FARGO CAPITAL FINANCE, LLC (formerly known as WELLS FARGO FOOTHILL, LLC), as Floorplan Collateral Agent
By:
	Name:
	Title:

EX-31.1

Exhibit 31.1

INSIGHT ENTERPRISES, INC.

CERTIFICATION

I, Kenneth T. Lamneck, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Insight Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2010

By:	/s/ Kenneth T. Lamneck
	Kenneth T. Lamneck
	Chief Executive Officer

EX-31.2

Exhibit 31.2

INSIGHT ENTERPRISES, INC.

CERTIFICATION

I, Glynis A. Bryan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Insight Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2010

By:	/s/ Glynis A. Bryan
	Glynis A. Bryan
	Chief Financial Officer

EX-32.1

Exhibit 32.1

INSIGHT ENTERPRISES, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Insight Enterprises, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kenneth T. Lamneck, Chief Executive Officer of the Company, and Glynis A. Bryan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Kenneth T. Lamneck
	Kenneth T. Lamneck
	Chief Executive Officer
	November 3, 2010
By:	/s/ Glynis A. Bryan
	Glynis A. Bryan
	Chief Financial Officer
	November 3, 2010