8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2008

INSIGHT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-25092	86-0766246
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1305 West Auto Drive, Tempe, Arizona	85284
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2008, Insight Enterprises, Inc. announced by press release its results of operations for the three months ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99.1	Press release dated August 11, 2008.

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 hereunto duly authorized.

	Insight Enterprises, Inc.
Date: August 11, 2008	By:	/s/ Glynis A. Bryan
		Glynis A. Bryan
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release dated August 11, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE Nasdaq: NSIT

INSIGHT ENTERPRISES, INC. REPORTS SECOND QUARTER 2008 RESULTS

TEMPE, Ariz. — August 11, 2008 — Insight Enterprises, Inc. (Nasdaq: NSIT) (the “Company”) today reported results of operations for the quarter ended June 30, 2008.

Second Quarter Highlights

• Net sales increased 9% to $1.40 billion.

• Gross profit grew 9% to $201.7 million.

• Net earnings from continuing operations before a charge for goodwill impairment remained flat at $26.9 million.* (Net loss from continuing operations of ($174.3 million) including charge for goodwill impairment.)

• Diluted EPS from continuing operations before a charge for goodwill impairment grew 7% to $0.58.* (Diluted EPS from continuing operations of ($3.74) including charge for goodwill impairment.)

• Second quarter 2008 results from continuing operations include $313.9 million, $201.2 million net of tax, for a non-cash goodwill impairment charge, which represented the entire goodwill balance of the North America operating segment.

• Second quarter 2008 results from continuing operations include $3.5 million, $2.3 million net of tax, for severance and restructuring expenses. Annualized savings of $4.0 million to $5.5 million are targeted from restructuring activities in the second quarter.

• Second quarter 2007 results include severance expenses of $2.8 million, $1.7 million net of tax, and expenses of $4.3 million, $2.6 million net of tax, for professional fees and costs associated with the Company’s stock option review.

• Completed the acquisition of Calence, LLC on April 1, 2008.

* A tabular reconciliation of financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) to non-GAAP financial measures is included at the end of this press release.

“We are pleased with our overall results in the second quarter and feel we have regained some of the ground we lost in the first quarter,” said Rich Fennessy, President and Chief Executive Officer. “Having said this, we still have our work cut out for us in the second half of the year as we continue to compete in a challenging demand environment.”

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Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 480-902-1001 FAX 480-760-8958

Insight Q2 2008 Results, Page 2 August 11, 2008

SEGMENT OVERVIEW

Net sales in North America increased 4% to $956.9 million in the second quarter. These results include the results of Calence, the acquisition that closed on April 1, which more than offset declines in the North America legacy hardware business. Net sales in the software category were relatively flat compared to the record-level net sales reported for this category in the prior year, reflecting the success of the sales and marketing initiatives the Company implemented early in the quarter. Calence was neutral to EPS, as expected, but contributed positively to net sales, gross profit and earnings from operations during the quarter.

EMEA recorded very strong results in the second quarter. Net sales increased 15% to $382.3 million and gross profit grew an impressive 25%. The hardware business in the United Kingdom returned to positive growth during the quarter, reflecting actions taken late in the first quarter. The software and services categories performed very well in EMEA, posting sales growth of 21% and 33%, respectively.

The Company’s APAC segment also had a very strong second quarter, more than doubling its net sales and its earnings from operations compared to the second quarter of 2007.

GUIDANCE

Given the overall uncertainty within the IT market and expected softness in the second half of the year, the Company is maintaining its previously issued outlook that full-year diluted earnings per share will be between $1.50 and $1.60.* This estimate excludes the goodwill impairment charge, severance, restructuring and any other nonrecurring charges.

* A tabular reconciliation of financial measures prepared in accordance with GAAP to non-GAAP financial measures is included at the end of this press release.

CONFERENCE CALL AND WEBCAST

The Company will host a conference call and live webcast today at 5:00 p.m. ET to discuss second quarter 2008 results of operations. To access the teleconference, please dial 866-362-4831 (US & Canada) or 617-597-5347 (International) and enter the participant code 65604861. The live webcast (in listen-only mode) and subsequent replays of the conference call will be available online on the investor relations section of our website, insight.com, at http://www.insight.com/site/static/investor_relations.cfm.

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Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 480-902-1001 FAX 480-760-8958

Insight Q2 2008 Results, Page 3 August 11, 2008

Financial Summary Table
(in thousands, except per share data and percentages)

	Three Months Ended June 30,								Six Months Ended June 30,
Insight Enterprises, Inc.	2008			2007		% change			2008			2007		% change
Net sales	$	1,397,722		$	1,283,449		9	%	$	2,505,511		$	2,407,424		4	%
Gross profit	$	201,742		$	184,813		9	%	$	354,897		$	337,988		5	%
(Loss) earnings from operations — GAAP	$	(267,624	)	$	43,649		(713	%)	$	(249,323	)	$	67,066		(472	%)
Earnings from operations — non-GAAP*	$	46,325		$	43,649		6	%	$	64,626		$	67,066		(4	%)
Net (loss) earnings from continuing operations — GAAP	$	(174,277	)	$	26,809		(750	%)	$	(163,757	)	$	39,105		(519	%)
Net earnings from continuing operations — non-GAAP*	$	26,890		$	26,809		—		$	37,410		$	39,105		(4	%)
Diluted EPS from continuing operations — GAAP	$	(3.74	)	$	0.54		(793	%)	$	(3.44	)	$	0.79		(535	%)
Diluted EPS from continuing operations — non-GAAP*	$	0.58		$	0.54		7	%	$	0.78		$	0.79		(1	%)
North America
Net sales	$	956,945		$	923,899		4	%	$	1,723,369		$	1,701,100		1	%
Gross profit	$	135,942		$	134,189		1	%	$	239,957		$	246,105		(2	%)
(Loss) earnings from operations — GAAP	$	(285,620	)	$	30,256		(1,044	%)	$	(273,833	)	$	47,402		(678	%)
Earnings from operations — non-GAAP*	$	28,329		$	30,256		(6	%)	$	40,116		$	47,402		(15	%)
EMEA
Net sales	$	382,271		$	331,903		15	%	$	700,493		$	659,279		6	%
Gross profit	$	56,326		$	45,040		25	%	$	101,701		$	83,511		22	%
Earnings from operations	$	14,066		$	11,570		22	%	$	21,020		$	18,030		17	%
APAC
Net sales	$	58,506		$	27,647		112	%	$	81,649		$	47,045		74	%
Gross profit	$	9,474		$	5,584		70	%	$	13,239		$	8,372		58	%
Earnings from operations	$	3,930		$	1,823		116	%	$	3,490		$	1,634		114	%

* A tabular reconciliation of financial measures prepared in accordance with GAAP to non-GAAP financial measures is included at the end of this press release.

USE OF NON-GAAP FINANCIAL MEASURES

The non-GAAP financial measures in 2008 exclude the goodwill impairment charge and the tax effect of this item. We exclude goodwill impairment charges when internally evaluating earnings from operations, tax expense, net earnings and diluted earnings per share for the Company and earnings from operations for the individual operating segments. These non-GAAP measures are used to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare our results to competitors’ financial results. We believe that these non-GAAP financial measures are useful to investors because they allow for greater transparency, facilitate comparisons to prior periods and competitors’ results and assist in forecasting performance for future periods because they exclude items we believe to be outside of normal operating results. These non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

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Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 480-902-1001 FAX 480-760-8958

Insight Q2 2008 Results, Page 4 August 11, 2008

FORWARD-LOOKING INFORMATION

Certain statements in this release and the related conference call and webcast are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including our estimated diluted earnings per share for 2008 and the expected cost savings from restructuring activities, 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 statement. 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, which are discussed in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007:

• changes in the information technology industry and/or the economic environment;

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

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

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

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

• the informal inquiry from the Securities and Exchange Commission (“SEC”) and stockholder litigation related to our historical stock option granting practices and the related restatement of our consolidated financial statements;

• the risks associated with international operations;

• seasonal changes in demand for sales of software licenses;

• increased debt and interest expense and lower availability on our financing facilities and changes in the overall capital markets that could increase our borrowing costs or reduce future availability of financing;

• exposure to currency exchange risks and volatility in the U.S. dollar exchange rate;

• our dependence on key personnel;

• risk that purchased goodwill or intangible assets become impaired;

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

• rapid changes in product standards; 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 SEC. Any forward-looking statements in this release 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 made by third parties.

Contacts:	Glynis Bryan	Helen Johnson
	Chief Financial Officer	Senior VP, Treasurer
	Tel. 480-333-3390	Tel. 480-333-3234
	Email glynis.bryan@insight.com	Email helen.johnson@insight.com

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Insight Q2 2008 Results, Page 5 August 11, 2008

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales	$	1,397,722		$	1,283,449		$	2,505,511		$	2,407,424
Costs of goods sold		1,195,980			1,098,636			2,150,614			2,069,436
Gross profit		201,742			184,813			354,897			337,988
Selling and administrative expenses		151,909			138,323			284,863			268,081
Goodwill impairment		313,949			—			313,949			—
Severance and restructuring expenses		3,508			2,841			5,408			2,841
(Loss) earnings from operations		(267,624	)		43,649			(249,323	)		67,066
Non-operating (income) expense:
Interest income		(700	)		(396	)		(1,301	)		(1,054	)
Interest expense		3,948			2,981			6,664			7,286
Net foreign currency exchange loss (gain)		1,055			(3,002	)		118			(3,656	)
Other expense, net		171			496			490			713
(Loss) earnings from continuing operations before income taxes		(272,098	)		43,570			(255,294	)		63,777
Income tax (benefit) expense		(97,821	)		16,761			(91,537	)		24,672
Net (loss) earnings from continuing operations		(174,277	)		26,809			(163,757	)		39,105
Net earnings from a discontinued operation		—			—			—			4,972
Net (loss) earnings	$	(174,277	)	$	26,809		$	(163,757	)	$	44,077
Net (loss) earnings per share — Basic:
Net (loss) earnings from continuing operations	$	(3.74	)	$	0.55		$	(3.44	)	$	0.80
Net earnings from a discontinued operation		—			—			—			0.10
Net (loss) earnings per share	$	(3.74	)	$	0.55		$	(3.44	)	$	0.90
Net (loss) earnings per share — Diluted:
Net (loss) earnings from continuing operations	$	(3.74	)	$	0.54		$	(3.44	)	$	0.79
Net earnings from a discontinued operation		—			—			—			0.10
Net (loss) earnings per share	$	(3.74	)	$	0.54		$	(3.44	)	$	0.89
Shares used in per share calculations:
Basic		46,594			49,099			47,567			49,054
Diluted		46,594			49,402			47,567			49,346

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Insight Q2 2008 Results, Page 6 August 11, 2008

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
(Unaudited)

	June 30,		December 31,
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	109,563	$	56,718
Accounts receivable, net		1,222,860		1,072,612
Inventories		98,924		98,863
Inventories not available for sale		31,379		21,450
Deferred income taxes		21,905		22,020
Other current assets		33,499		38,916
Total current assets		1,518,130		1,310,579
Property and equipment, net		166,864		158,467
Goodwill		91,640		306,742
Intangible assets, net		104,750		80,922
Deferred income taxes		111,319		392
Other assets		19,344		10,076
	$	2,012,047	$	1,867,178
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	873,551	$	685,578
Accrued expenses and other current liabilities		114,660		113,891
Current portion of long-term debt		—		15,000
Deferred revenue		54,376		42,885
Total current liabilities		1,042,587		857,354
Long-term debt		339,000		187,250
Deferred income taxes		28,455		27,305
Other liabilities		24,259		20,075
		1,434,301		1,091,984
Stockholders’ equity:
Preferred stock		—		—
Common stock		456		485
Additional paid-in capital		366,663		386,139
Retained earnings		154,788		340,641
Accumulated other comprehensive income — foreign currency translation adjustments		55,839		47,929
Total stockholders’ equity		577,746		775,194
	$	2,012,047	$	1,867,178

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Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 480-902-1001 FAX 480-760-8958

Insight Q2 2008 Results, Page 7 August 11, 2008

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Six Months Ended June 30,
	2008			2007
Cash flows from operating activities:
Net (loss) earnings from continuing operations	$	(163,757	)	$	39,105
Plus: net earnings from a discontinued operation		—			4,972
Net (loss) earnings		(163,757	)		44,077
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Goodwill impairment		313,949			—
Depreciation and amortization		19,408			17,641
Provision for losses on accounts receivable		1,529			1,459
Write-downs of inventories		4,275			2,841
Non-cash stock-based compensation		5,638			5,663
Gain on sale of a discontinued operation		—			(7,937	)
Excess tax benefit from employee gains on stock-based compensation		(108	)		(45	)
Deferred income taxes		(110,270	)		(2,753	)
Changes in assets and liabilities:
Increase in accounts receivable		(90,819	)		(42,488	)
(Increase) decrease in inventories		(14,217	)		484
Decrease in other current assets		14,505			11,759
Decrease (increase) in other assets		2,406			(2,221	)
Increase in accounts payable		141,297			105,175
Increase (decrease) in deferred revenue		8,289			(12,937	)
Decrease in accrued expenses and other liabilities		(13,084	)		(17,172	)
Net cash provided by operating activities		119,041			103,546
Cash flows from investing activities:
Acquisition of Calence, net of cash acquired		(124,671	)		—
Proceeds from sale of a discontinued operation, net of direct expenses		(900	)		28,631
Purchases of property and equipment		(15,617	)		(18,867	)
Net cash (used in) provided by investing activities		(141,188	)		9,764
Cash flows from financing activities:
Borrowings on senior revolving credit facility		372,770			—
Repayments on senior revolving credit facility		(176,770	)		—
Borrowings on long-term financing facility		181,500			262,000
Repayments on long-term financing facility		(184,500	)		(398,000	)
Repayments on term loan		(56,250	)		(3,750	)
Net borrowings on short-term line of credit		—			27,000
Repayments on assumed debt		(7,083	)		—
Deferred financing fees		(3,300	)		—
Proceeds from sales of common stock under employee stock plans		3,078			2,475
Excess tax benefit from employee gains on stock-based compensation		108			45
Payment of payroll taxes on stock-based compensation through shares withheld		(1,983	)		—
Repurchases of common stock		(50,000	)		—
Decrease in book overdrafts		(3,893	)		(15,606	)
Net cash provided by (used in) financing activities		73,677			(125,836	)
Foreign currency exchange effect on cash flows		1,315			3,973
Increase (decrease) in cash and cash equivalents		52,845			(8,553	)
Cash and cash equivalents at beginning of period		56,718			54,697
Cash and cash equivalents at end of period	$	109,563		$	46,144

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Insight Q2 2008 Results, Page 8 August 11, 2008

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
Quarterly Select Operating Segment Statistics
(Unaudited)

	Three Months Ended
	June 30,
North America	2008			2007			Change
Number of shipping days		64			63		1 day
Number of account executives		1,455			1,336			9	%
Net sales per account executive(a)	$	696,720		$	707,968			(2	%)
Gross profit per account executive(b)	$	98,974		$	102,827			(4	%)
Sales mix (as a % of net sales):(c)
Networking and connectivity		18	%		10	%		98	% (d)
Notebooks and PDA’s		9	%		11	%		(14	%)(d)
Servers and storage		8	%		11	%		(26	%)(d)
Desktops		6	%		6	%		7	% (d)
Printers		3	%		4	%		(19	%)(d)
Memory and processors		2	%		4	%		(48	%)(d)
Supplies and accessories		3	%		4	%		(33	%)(d)
Monitors and video		4	%		4	%		(8	%)(d)
Miscellaneous		7	%		7	%		4	% (d)
Hardware		60	%		61	%		2	% (d)
Software		35	%		37	%		(1	%)(d)
Services		5	%		2	%		124	%(d)
		100	%		100	%
EMEA
Number of shipping days(e)		63			61		2 days
Number of account executives		646			544	(f)		19	%
Net sales per account executive(a)	$	611,145		$	628,010			(3	%)
Gross profit per account executive(b)	$	90,050		$	85,221			6	%
Sales mix (as a % of net sales):(c)
Networking and connectivity		3	%		4	%		5	% (d)
Notebooks and PDA’s		7	%		8	%		4	% (d)
Servers and storage		5	%		5	%		12	% (d)
Desktops		3	%		4	%		1	% (d)
Printers		3	%		3	%		(4	%)(d)
Memory and processors		1	%		2	%		(24	%)(d)
Supplies and accessories		3	%		3	%		11	% (d)
Monitors and video		3	%		2	%		15	% (d)
Miscellaneous		3	%		3	%		(6	%)(d)
Hardware		31	%		34	%		4	% (d)
Software		68	%		65	%		21	% (d)
Services		<1	%		<1	%		33	% (d)
		100	%		100	%

(a)	Calculated as net sales for the quarter divided by the average number of account executives. The average number of account executives is calculated as the number of account executives at the end of the quarter plus the number of account executives at the beginning of the quarter divided by two.
(b)	Calculated as gross profit for the quarter divided by the average number of account executives. The average number of account executives is calculated as the number of account executives at the end of the quarter plus the number of account executives at the beginning of the quarter divided by two.
(c)	Beginning in the first quarter of 2008, we have combined servers with storage in reporting our sales mix and are reporting desktops separately to conform with how we internally analyze our results. All prior period information has been reclassified for comparative purposes.
(d)	Represents growth/decline in category net sales.
(e)	Represents shipping days for the United Kingdom as it makes up the largest percentage of net sales in our EMEA segment.
(f)	Number of account executives for the three months ended June 30, 2007 has been changed to conform to the current period presentation. This presentation also conforms to the definition of an account executive in our North America operating segment.

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Insight Q2 2008 Results, Page 9 August 11, 2008

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(unaudited)

	Three Months Ended			Six Months Ended
	June 30, 2008			June 30, 2008
Consolidated (Loss) Earnings from Operations:
GAAP	$	(267,624	)	$	(249,323	)
Goodwill impairment		313,949			313,949
Non-GAAP	$	46,325		$	64,626
Consolidated Net (Loss) Earnings from Continuing Operations:
GAAP	$	(174,277	)	$	(163,757	)
Goodwill impairment, net of tax		201,167			201,167
Non-GAAP	$	26,890		$	37,410
Consolidated Diluted EPS from Continuing Operations:
GAAP	$	(3.74	)	$	(3.44	)
Goodwill impairment, net of tax		4.32			4.22
Non-GAAP	$	0.58		$	0.78
Shares used in per share calculation:
GAAP		46,594			47,567
Dilutive potential common shares due to dilutive options and restricted stock, net of tax effect		45			205
Non-GAAP		46,639			47,772
North America (Loss) Earnings from Operations:
GAAP	$	(285,620	)	$	(273,833	)
Goodwill impairment		313,949			313,949
Non-GAAP	$	28,329		$	40,116

Guidance:

Reconciliation of consolidated diluted EPS from continuing operations GAAP to non-GAAP guidance:

	Year Ending
	December 31, 2008
GAAP	$	(2.79) to (2.69	)
Goodwill impairment, net of tax		4.22
Severance, net of tax		0.07
Non-GAAP	$	1.50 to 1.60

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Insight Enterprises, Inc. 1305 West Auto Drive Tempe, Arizona 85284 480-902-1001 FAX 480-760-8958