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: June 30, 2008

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	(I.R.S. Employer Identification Number)
incorporation or organization)

1305 West Auto Drive, Tempe, Arizona 85284
(Address of principal executive offices) (Zip Code)

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

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 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 þ	Accelerated filer o	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 August 6, 2008 was 45,556,370.

INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended June 30, 2008

TABLE OF CONTENTS

	Page
PART I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheets (unaudited) - June 30, 2008 and December 31, 2007		1
Consolidated Statements of Operations (unaudited) - Three and Six Months Ended June 30, 2008 and 2007		2
Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 30, 2008 and 2007		3
Notes to Consolidated Financial Statements (unaudited)		4
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3 — Quantitative and Qualitative Disclosures About Market Risk		34
Item 4 — Controls and Procedures		34
PART II — Other Information
Item 1 — Legal Proceedings		34
Item 1A — Risk Factors		35
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3 — Defaults Upon Senior Securities		36
Item 4 — Submission of Matters to a Vote of Security Holders		36
Item 5 — Other Information		37
Item 6 — Exhibits		38
Signatures		39
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
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 or losses from continuing operations, non-operating income and expenses, net earnings or losses or cash flows, the recoverability of deferred tax assets, the payment of accrued expenses and liabilities and costs or gains that may result from post-closing adjustments pertaining to business acquisitions or dispositions; effects of acquisitions or dispositions and our intentions about additional acquisitions; projections of capital expenditures; our effective tax rate and earnings or losses per share in 2008; hiring plans; plans for future operations; the availability of financing and our needs or plans relating thereto; plans relating to our products and services; the effect of new accounting principles or changes in accounting policies; the effect of guaranty and indemnification obligations and off balance sheet arrangements; the outcome of ongoing tax audits; statements related to accounting estimates, including estimated stock option and other equity award forfeitures, and deferred compensation cost amortization periods; 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 events discussed in the forward-looking statements will occur, 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:

• 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 our 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 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)

	June 30,		December 31,
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	109,563	$	56,718
Accounts receivable, net of allowances for doubtful accounts of $22,701 and $22,831, respectively		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 of accumulated depreciation of $121,944 and $107,577, respectively		166,864		158,467
Goodwill		91,640		306,742
Intangible assets, net of accumulated amortization of $19,013 and $12,262, respectively		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
Commitments and contingencies (Note 11)
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; 45,554 shares at June 30, 2008 and 48,458 shares at December 31, 2007 issued and outstanding,		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

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						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

See accompanying notes to consolidated financial statements.

2

INSIGHT ENTERPRISES, INC.

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

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 brand-name information technology (“IT”) hardware, software and services to large enterprises, small- to medium-sized businesses (“SMB”) 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 brand-name IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC currently only include software and select software-related services.

On April 1, 2008, we completed the acquisition of Calence, LLC (“Calence”) for a cash purchase price of $125,000,000 plus a preliminary working capital adjustment of $4,032,000, offset by a final post-closing working capital adjustment of $383,000. Up to an additional $35,000,000 of purchase price consideration may be due if Calence achieves certain performance targets over the next four years. During the three months ended June 30, 2008, we accrued an additional $716,000 of purchase price consideration as a result of Calence achieving certain performance targets during the quarter. Such amount was recorded as additional goodwill (see Note 3). We also assumed Calence’s existing debt totaling approximately $7,400,000, of which $7,100,000 was repaid by us at closing. In addition, on April 1, 2008, we entered into a new five-year $300,000,000 senior revolving credit facility, which replaced our existing $75,000,000 revolving credit facility and our term loan facility (see Note 4). The Calence acquisition was funded, in part, using borrowings under the new facility.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of June 30, 2008, our results of operations for the three and six months ended June 30, 2008 and 2007 and our cash flows for the six months ended June 30, 2008 and 2007. The consolidated balance sheet as of December 31, 2007 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, 2007.

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 on-going basis, we evaluate our estimates, including those related to allowances for doubtful accounts, write-downs of inventories, litigation-related obligations, valuation allowances for deferred tax assets and impairment of goodwill, intangible assets and other long-lived assets if indicators of potential impairment exist.

4

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

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly-owned subsidiaries. All significant 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.

Recently Issued Accounting Pronouncements

Other than the partial adoption of Statement of Financial Accounting Standard No. 157 “Fair Value Measurements” (“SFAS No. 157”) effective January 1, 2008, as discussed in Note 8, 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, 2007 which affect or may affect our financial statements.

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

Basic EPS is computed by dividing net (loss) earnings from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each quarter. 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 using the treasury stock method. Dilutive potential common shares include outstanding stock options, restricted stock awards 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					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Numerator:
Net (loss) earnings from continuing operations	$	(174,277	)	$	26,809	$	(163,757	)	$	39,105
Denominator:
Weighted-average shares used to compute basic EPS		46,594			49,099		47,567			49,054
Dilutive potential common shares due to dilutive options and restricted stock, net of tax effect		—			303		—			292
Weighted-average shares used to compute diluted EPS		46,594			49,402		47,567			49,346
Net (loss) earnings from continuing operations per share:
Basic	$	(3.74	)	$	0.55	$	(3.44	)	$	0.80
Diluted	$	(3.74	)	$	0.54	$	(3.44	)	$	0.79

No potential common shares were included in the diluted EPS computation for the three and six months ended June 30, 2008 because of the net loss from continuing operations in those periods, which would result in an antidilutive per share amount. During the three and six months ended June 30, 2007, 1,480,000 and 2,456,000 weighted-average outstanding stock options, respectively, 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.

5

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

3. Impairment

Goodwill

SFAS No. 142, “Goodwill and Other Intangible Assets,” requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. The Company has three reporting units which are the same as our operating segments. At December 31, 2007, our goodwill balance was $306,742,000 allocated among all three of our operating segments, which represented the purchase price in excess of the net amount assigned to assets acquired and liabilities assumed by Insight in connection with previous acquisitions, adjusted for changes in foreign currency exchange rates. We tested goodwill for impairment during the fourth quarter of 2007. At that time, we concluded that the fair value of each of our reporting units was in excess of the carrying value.

On April 1, 2008, we acquired Calence, which has been integrated into our North America business. Under the purchase method of accounting, the purchase price of $139,639,000 was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of $93,709,000 was recorded as goodwill (see Note 13). The primary driver of the acquisition was to enhance our technical capabilities around networking, advanced communications and managed services and to help accelerate our transformation to a broad-based technology solutions advisor and provider. During the three months ended June 30, 2008, we accrued an additional $716,000 of purchase price consideration (the “earnout”) as a result of Calence achieving certain performance targets during the quarter. Such amount was recorded as additional goodwill. The Calence acquisition and resulting additional goodwill of $94,425,000 was recorded as part of the North America reporting unit.

In consideration of the current market conditions in which we operate and the decline in our overall market capitalization resulting from decreases in the market price of Insight’s publicly traded common stock, we evaluated whether an event (a “triggering event”) had occurred during the second quarter that would require us to perform an interim period goodwill impairment test in accordance with SFAS No. 142. Subsequent to the first quarter of 2008, the Company experienced a relatively consistent decline in market capitalization due to deteriorating market conditions and a significant decline subsequent to our announcement of preliminary first quarter 2008 results on April 23, 2008. During the first quarter of 2008, the market price of Insight’s publicly traded common stock ranged from a high of $19.00 to a low of $15.49, ending the quarter at $17.50 on March 31, 2008. During the second quarter of 2008, the market price of Insight’s publicly traded common stock ranged from a high of $18.20 to a low of $11.00 on April 24, 2008, when the price dropped by 22.5% and did not return to levels above that single day drop through the end of the quarter. Based on the sustained significant decline in the market price of our common stock during the second quarter of 2008, we concluded that a triggering event had occurred subsequent to March 31, 2008, which would more likely than not reduce the fair value of one or more of our reporting units below its respective carrying value.

As a result, we performed the first step of the two-step goodwill impairment test in the second quarter of 2008 in accordance with SFAS No. 142 and compared the fair values of our reporting units to their carrying values. The fair values of our reporting units were determined using established valuation techniques, specifically the market and income approaches. We determined that the fair value of the North America reporting unit was less than the carrying value of the net assets of the reporting unit, and thus, we performed step two of the impairment test for the North America reporting unit. The results of the first step of the two-step goodwill impairment test indicated that the fair value of each of our EMEA and APAC reporting units was in excess of the carrying value, and thus, step two of the impairment test for EMEA and APAC was not performed.

6

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

In step two of the impairment test, we determined the implied fair value of the goodwill in our North America reporting unit and compared it to the carrying value of the goodwill. We allocated the fair value of the North America reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value of the North America reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. Our step two analysis resulted in no implied fair value of goodwill for the North America reporting unit, and therefore, we recognized a non-cash goodwill impairment charge of $313,949,000, $201,167,000 net of taxes, which represented the entire goodwill balance recorded in our North America operating segment as of June 30, 2008, including the entire amount of the goodwill recorded in connection with the Calence acquisition, including the earnout. The charge is included in (loss) earnings from continuing operations for the three and six months ended June 30, 2008. This non-cash charge will not impact our debt covenant compliance, cash flows or ongoing results of operations.

The changes in the carrying amount of goodwill for the six months ended June 30, 2008 are as follows (in thousands):

	North America			EMEA		APAC		Consolidated
Balance at December 31, 2007	$	219,909		$	68,725	$	18,108	$	306,742
Goodwill recorded in connection with the acquisition of Calence		94,425			—		—		94,425
Impairment charge		(313,949	)		—		—		(313,949	)
Other adjustments		(385	)		3,322		1,485		4,422
Balance at June 30, 2008	$	—		$	72,047	$	19,593	$	91,640

The other adjustments to goodwill primarily consist of foreign currency translation adjustments. During the six months ended June 30, 2008, foreign currency translation adjustments in EMEA of $5,401,000 were offset by the reversal of a valuation allowance of $2,079,000 against our United Kingdom net operating loss carryforward deferred tax asset (see Note 5).

Intangible Assets

Our other intangible assets of $104,750,000 at June 30, 2008 consist principally of customer relationships acquired in the September 2006 acquisition of Software Spectrum and identifiable intangible assets acquired in the acquisition of Calence of $29,190,000 (see Note 13). All of our intangible assets are subject to amortization. We considered the potential impairment of these other intangibles assets in accordance with SFAS No. 142 and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” as applicable. In accordance with SFAS No. 144, we determined that the carrying amount of our intangible assets was recoverable as the carrying amount of the assets was greater than the sum of the undiscounted cash flows expected from the use and disposition of these assets. We concluded that no impairment was indicated.

Other Assets

In connection with completing our goodwill impairment analysis, we also assessed the current fair values of our other significant assets primarily property and equipment, including capitalized costs of software developed for internal use, IT equipment and software licenses. In accordance with SFAS No. 144, we determined that the carrying amount of our other long-lived assets was recoverable as the carrying amount of the assets was greater than the sum of the undiscounted cash flows expected from the use and disposition of these assets. We concluded that no impairment was indicated.

7

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

4. Debt

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

	June 30,		December 31,
	2008		2007
Senior revolving credit facility	$	196,000	$	—
Term loan		—		56,250
Accounts receivable securitization financing facility		143,000		146,000
Total		339,000		202,250
Less: current portion of term loan		—		(15,000	)
Long-term debt	$	339,000	$	187,250

On April 1, 2008, we entered into a new five-year $300,000,000 senior revolving credit facility, which replaced our existing revolving credit facility and our term loan facility. The Calence acquisition was funded, in part, using borrowings under the new facility. Amounts outstanding under the new senior revolving credit facility bear interest, payable quarterly, at a floating rate equal to the prime rate or, at our option, a LIBOR rate plus a pre-determined spread of 0.75% to 1.75%. The weighted average interest rate on amounts outstanding under our senior revolving credit facility was 4.03% during the three months ended June 30, 2008. In addition, we pay a commitment fee on the unused portion of the facility of 0.175% to 0.35%. We have an outstanding letter of credit that reduces the availability on the senior revolving credit facility by $25,000,000. As of June 30, 2008, $79,000,000 was available under the senior revolving credit facility. In conjunction with this refinancing, we did not amend our accounts receivable securitization facility which expires September 7, 2009, under which we had $10,035,000 available at June 30, 2008. The weighted average interest rate on amounts outstanding under our accounts receivable securitization facility was 3.30% during the three months ended June 30, 2008.

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 June 30, 2008, we were in compliance with all such covenants.

5. Income Taxes

Our effective tax rate for the three months ended June 30, 2008 was 36.0% on a $272,098,000 loss from continuing operations. Our effective tax rate for the six months ended June 30, 2008 was 35.9% on a $255,294,000 loss from continuing operations. The effective tax rate for both periods differed from the United States federal statutory rate of 35.0% due primarily to state income taxes, net of federal tax, and lower taxes on income earned in foreign jurisdictions, offset by the non-deductible portion of the goodwill impairment charge.

Our effective tax rate from continuing operations for the three and six months ended June 30, 2007 were 38.5% and 38.7%, respectively. For the three months ended June 30, 2007, 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, as well as non-deductible expenses related to executive compensation. For the six months ended June 30, 2007, 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, as well as non-deductible expenses related to executive compensation and an increase in tax reserves in the first quarter of 2007.

We believe it is more likely than not that forecasted income, including income that may be generated as a result of prudent and feasible tax planning strategies, together with the tax effects of deferred tax liabilities, will be sufficient to fully recover our remaining deferred tax assets. In the future, if we determine that realization of the remaining deferred tax asset is not more likely than not, we will need to increase our valuation allowance and record additional income tax expense. As a result of income generated through June 30, 2008 and near-term income forecasts, we determined that we had sufficient positive evidence to recognize our deferred tax asset related to our United Kingdom net operating loss (“NOL”) carryforward. Therefore, the valuation allowance of $2,079,000 against our United Kingdom NOL deferred tax asset was released. Since the NOL related to activity prior to the acquisition of Software Spectrum, the reversal was recorded as a reduction of goodwill (see Note 3) and had no effect on income tax expense during the three and six months ended June 30, 2008.

8

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

We adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), on January 1, 2007. The adoption of FIN 48 resulted in no cumulative effect adjustment to our retained earnings. As of June 30, 2008 and December 31, 2007, we had approximately $3,700,000 and $13,500,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $600,000 and $2,600,000, respectively, relate to accrued interest. During the three months ended June 30, 2008, we reversed approximately $9,700,000 of unrecognized tax benefits upon settlement of an audit. The balance arose from a business combination and upon reversal was recorded as an adjustment to a receivable with no effect on our effective tax rate.

As of June 30, 2008, if recognized, $2,200,000 of the liability associated with uncertain tax positions would affect our effective tax rate. The remaining $1,500,000 balance arose from business combinations that, if recognized during 2008, would be recorded as an adjustment to goodwill or a receivable with no effect on our effective tax rate. Upon our expected January 1, 2009 adoption of SFAS No. 141R, “Business Combinations” (“SFAS No. 141R”), changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense, including those associated with acquisitions that closed prior to the effective date of SFAS No. 141R.

Several of our subsidiaries are currently under audit for the 2002 through 2006 tax years. It is reasonably possible that the examination phase of these audits may conclude in the next twelve months, and the related unrecognized tax benefits for uncertain tax positions will significantly decrease. However, based on the status of the examinations, an estimate of the range of reasonably possible outcomes cannot be made at this time.

We, including our subsidiaries, file income tax returns in the U.S. federal jurisdiction, and many state and local and non-U.S. jurisdictions. In the U.S., federal income tax returns for 2004 through 2007 remain open to examination. For U.S. state and local as well as non-U.S. jurisdictions, the statute of limitations generally varies between three and ten years.

6. Severance, Restructuring and Acquisition Integration Activities

Severance Costs Expensed in 2008

During the three months ended June 30, 2008, North America, EMEA and APAC recorded severance expense totaling $1,281,000, $2,210,000 and $17,000, respectively, and during the six months ended June 30, 2008, North America, EMEA and APAC recorded severance expense totaling $2,290,000, $3,079,000 and $39,000, respectively, related to on-going restructuring efforts to reduce operating expenses related to support and management functions. The following table details the changes in these liabilities during the six months ended June 30, 2008 (in thousands):

	North America			EMEA			APAC			Consolidated
Severance costs	$	2,290		$	3,079		$	39		$	5,408
Cash payments		(1,205	)		(512	)		(22	)		(1,739	)
Balance at June 30, 2008	$	1,085		$	2,567		$	17		$	3,669

All remaining outstanding obligations are expected to be paid during the year ending December 31, 2008 and are therefore included in accrued expenses and other current liabilities.

9

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

Severance Costs Expensed in 2007

During the year ended December 31, 2007, North America, EMEA and APAC recorded severance expense of $2,960,000, $177,000 and $64,000, respectively, primarily associated with the retirement of our former chief financial officer. Of the severance amounts expensed in 2007, EMEA paid $177,000 during 2007. The following table details the changes in these liabilities during the six months ended June 30, 2008 (in thousands):

	North America			APAC			Consolidated
Balance at December 31, 2007	$	2,960		$	64		$	3,024
Cash payments		(118	)		(64	)		(182	)
Balance at June 30, 2008	$	2,842		$	—		$	2,842

Amounts payable at June 30, 2008 relate to payments due to our former chief financial officer that were paid in July 2008 and are therefore included in accrued expenses and other current liabilities.

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 accounted for under EITF Issue No. 95-3, “Recognition of Liabilities in Connection with Purchase Business Combinations,” and were based on the integration plans that were committed to by management. Accordingly, 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 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.

The following table details the changes in these liabilities during the six months ended June 30, 2008 (in thousands):

	North America			EMEA			Consolidated
Balance at December 31, 2007	$	543		$	4,395		$	4,938
Foreign currency translation adjustments		—			224			224
Cash payments		(202	)		(171	)		(373	)
Balance at June 30, 2008	$	341		$	4,448		$	4,789

In the accompanying consolidated balance sheet at June 30, 2008, $2,277,000 is expected to be paid in 2008 and is therefore included in accrued expenses and other current liabilities, and $2,512,000 is expected to be paid after 2008 and is therefore included in other liabilities (long-term).

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.

10

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

The following table details the changes in this liability during the six months ended June 30, 2008 (in thousands):

	EMEA
Balance at December 31, 2007	$	2,425
Adjustments		50
Cash payments		(816	)
Balance at June 30, 2008	$	1,659

The remaining accrual of $1,659,000 is expected to be paid in 2008 and is therefore included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet at June 30, 2008.

7. Stock-Based Compensation

We recorded the following pre-tax amounts, by operating segment, for stock-based compensation related to stock options and restricted stock, as detailed below, in the accompanying consolidated financial statements (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2008		2007		2008		2007
North America	$	2,314	$	2,979	$	3,966	$	4,865
EMEA		806		479		1,541		844
APAC		79		24		131		38
Total Continuing Operations	$	3,199	$	3,482	$	5,638	$	5,747

Stock Options

For the three months ended June 30, 2008, we recorded a benefit of $261,000 in continuing operations related to the reversal of previously recognized expense as the result of actual forfeited awards being in excess of estimated forfeitures. For the three months ended June 30, 2007, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $856,000 in continuing operations. For the six months ended June 30, 2008 and 2007, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $277,000 and $2,123,000, respectively, in continuing operations. As of June 30, 2008, total compensation cost related to nonvested stock options not yet recognized is $951,000, which is expected to be recognized over the next 1.31 years on a weighted-average basis. The following table summarizes our stock option activity during the six months ended June 30, 2008:

								Weighted
								Average
						Aggregate		Remaining
	Number			Weighted Average		Intrinsic Value		Contractual
	Outstanding			Exercise Price		(in-the-money options)		Life (in years)
Outstanding at the beginning of period		3,621,130		$	19.33
Granted		—			—
Exercised		(344,681	)		14.57	$	1,074,491
Expired		(570,896	)		21.58
Forfeited		(31,577	)		19.03
Outstanding at the end of period		2,673,976			19.46	$	902		1.62
Exercisable at the end of period		2,434,935			19.62	$	902		1.39
Vested and expected to vest		2,645,248			19.48	$	902		1.63

11

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

The aggregate intrinsic value at the end of period in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $11.73 as of June 30, 2008, which would have been received by the option holders had all option holders exercised in-the-money options and sold the underlying shares on that date.

The following table summarizes the status of outstanding stock options as of June 30, 2008:

	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
$8.89 — 18.53		785,085		2.33	$	17.59		572,711	$	17.54
18.54 — 19.72		679,924		1.51		19.19		653,257		19.21
19.79 — 20.36		770,110		1.42		20.05		770,110		20.05
20.56 — 40.29		438,782		0.88		22.17		438,782		22.17
41.00		75		1.99		41.00		75		41.00
		2,673,976		1.62		19.46		2,434,935		19.62

Restricted Stock

For the three months ended June 30, 2008 and 2007, we recorded stock-based compensation expense, net of estimated forfeitures, related to restricted stock shares and RSUs of $3,460,000 and $2,626,000, respectively, in continuing operations. For the six months ended June 30, 2008 and 2007, we recorded stock-based compensation expense, net of estimated forfeitures, related to restricted stock shares and RSUs of $5,361,000 and $3,624,000, respectively, in continuing operations. As of June 30, 2008, total compensation cost related to nonvested restricted stock shares and RSUs not yet recognized is $29,329,000, which is expected to be recognized over the next 1.34 years on a weighted-average basis.

On January 23, 2008, the Compensation Committee of our Board of Directors approved a special long-term incentive award for the Chief Executive Officer, the President of our North America/APAC operating segments and the President of our EMEA operating segment. The approved grant level targets were as follows:

• Richard A. Fennessy, President and Chief Executive Officer — 300,000 RSUs;

• Mark T. McGrath, President, North America/APAC — 150,000 RSUs; and

• Stuart A. Fenton, President, EMEA — 100,000 RSUs.

The plan provides for the award of RSUs that will be issued based upon achievement of specific stock price hurdles within specific timeframes (the 20-day average closing price of Insight stock must be at or above a stock price hurdle and within the defined timeframes for any tranche to be awarded):

• 20% awarded if stock price hurdle of $25.00 is achieved by February 15, 2009;

• 30% awarded if stock price hurdle of $30.00 is achieved between February 16, 2009 and February 15, 2010; and

• 50% awarded if stock price hurdle of $35.00 is achieved between February 16, 2010 and February 15, 2011.

12

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

If all or some hurdles are not achieved, 33% of the remaining award (i.e., any shares not issued for achievement of the stock price hurdles set forth above) will be made on February 15, 2013, assuming continued employment. Vesting of the RSUs awarded will occur 50% at the time of the award and 50% on the first anniversary of the award date. If a change in control as defined in the 2007 Omnibus Plan occurs, all units that have been issued by achievement of stock price hurdles will automatically vest, and units that have not been issued will be forfeited. For the three and six months ended June 30, 2008, we recorded stock-based compensation expense related to these RSUs of $254,000 and $447,000, respectively, which is included in the stock-based compensation expense amounts discussed above. As of June 30, 2008, total compensation cost not yet recognized related to these RSUs was $5,992,000 of the $29,329,000 total discussed above. Such compensation expense is being recognized over the period January 2008 through February 2014.

The following table summarizes our restricted stock activity, including restricted stock shares and RSUs, during the six months ended June 30, 2008:

				Weighted Average
	Number			Grant Date Fair Value		Fair Value
Nonvested at the beginning of period		1,108,857		$	20.29
Granted		1,232,946			14.98
Vested, including shares withheld to cover taxes		(396,565	)		20.41	$	7,127,853	(a)
Forfeited		(106,528	)		19.50
Nonvested at the end of period		1,838,710			16.75	$	21,568,068	(b)
Expected to vest		1,678,367				$	19,687,245	(b)

(a)	The fair value of vested restricted stock shares and 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 restricted stock shares and RSUs had all such holders sold their underlying shares on that date.
(b)	The aggregate fair value of the nonvested restricted stock shares and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $11.73 as of June 30, 2008, which would have been received by holders of restricted stock shares and RSUs had all such holders sold their underlying shares on that date.

During the six months ended June 30, 2008, the restricted stock shares and 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 obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld during the six months ended June 30, 2008 of 109,901 was based on the value of the restricted stock shares or RSUs on their vesting date as determined by our closing stock price on such date. For the six months ended June 30, 2008, total payments for the employees’ tax obligations to the taxing authorities were $1,983,000 and are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net-share settlements had the effect of repurchases of common stock as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to us.

8. Fair Value Measurements

In September 2006, FASB issued SFAS No. 157, which provides guidance for determining fair value to measure assets and liabilities. SFAS No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value to any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. On February 12, 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2, which delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of the FSP. As such, we did not apply the fair value measurement requirements of SFAS No. 157 for nonfinancial assets and liabilities when performing our goodwill and other asset impairment tests as discussed in Note 3.

13

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

Our partial adoption of SFAS No. 157 on January 1, 2008, for financial assets and liabilities and for nonfinancial assets or liabilities that are measured on a recurring basis, did not have any effect on our consolidated financial statements. As of June 30, 2008, we have no nonfinancial assets or liabilities that are measured on a recurring basis and our 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 and 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.

9. Comprehensive Income

Comprehensive (loss) income for the three and six months ended June 30, 2008 and 2007 includes the following component (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net (loss) earnings	$	(174,277	)	$	26,809		$	(163,757	)	$	44,077
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		1,512			(68	)		7,910			6,368
Total comprehensive (loss) income	$	(172,765	)	$	26,741		$	(155,847	)	$	50,445

10. Share Repurchase Program

On November 14, 2007, we announced that our Board of Directors had authorized the purchase of up to $50,000,000 of our common stock through September 30, 2008. During the six months ended June 30, 2008, we purchased in open market transactions 3,493,500 shares of our common stock at a total cost of approximately $50,000,000 (an average price of $14.31 per share), which completes the program. All shares repurchased have been retired as of June 30, 2008.

11. Commitments and Contingencies

Contractual

In July 2007, we signed a statement of work with a third party that was engaged to assist us in integrating into our IT system our hardware, services and software distribution operations in the U.S., Canada, EMEA and APAC. During the quarter ended March 31, 2008, we renegotiated the contract to include a new scope of work, whereby we agreed to engage the third party on current and future IT related projects. As a result of this renegotiation, previously reported commitments as of December 31, 2007 totaling $14,400,000 over the next two years were settled with a $3,100,000 payment made in April 2008, which had been fully accrued as of March 31, 2008. The new commitments approximate $4,000,000 over 18 to 24 months.

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of June 30, 2008 and December 31, 2007, we had approximately $20,226,000 and $794,000, 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 the surety company.

14

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

Employment Contracts

We have employment contracts with certain officers and management teammates under which severance payments would become payable and accelerated vesting of stock-based compensation would occur in the event of specified terminations without cause or terminations under certain circumstances after a change in control. If such persons were terminated without cause or under certain circumstances after a change of control, and the severance payments under the current employment agreements were to become payable, the severance payments would generally range from three months of the teammate’s salary up to two times the teammate’s annual salary and bonus.

Guaranties

In the ordinary course of business, we may guarantee the indebtedness of our subsidiaries to vendors and clients. We have not recorded specific liabilities for these guaranties in the consolidated financial statements because 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 or results of operations.

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 in the arrangement 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 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.

In connection with our sale of Direct Alliance in June 2006 and PC Wholesale in March 2007, the sale agreements contain certain indemnification provisions pursuant to which we are required to indemnify the respective buyer for a limited period of time for liabilities, losses or expenses arising out of breaches of covenants and certain breaches of representations and warranties relating to the condition of the respective business prior to and at the time of sale.

Management believes that payments, if any, related to these indemnifications are not probable at June 30, 2008 and, if incurred, would not be material. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.

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.

In accordance with SFAS No. 5, “Accounting for Contingencies” (“SFAS No. 5”), 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 probable and estimable losses. It is possible, nevertheless, that the results of our operations or cash flows 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)

In October 2006, we received a letter of informal inquiry from the SEC requesting certain documents relating to our historical stock option grants and practices. We have cooperated with the SEC and will continue to do so. We cannot predict the outcome of this inquiry.

Software Spectrum, Inc., as successor to CS&T, is party to litigation brought in the Belgian courts regarding a dispute over the terms of a tender awarded by the Belgian Ministry of Defence (“MOD”) in November 2000. In February 2001, CS&T brought a breach of contract suit against MOD in the Court of First Instance in Brussels and claimed breach of contract damages in the amount of approximately $150,000. MOD counterclaimed against CS&T for cost to cover in the amount of approximately $2,700,000, and, in July 2002, CS&T added a Belgian subsidiary of Microsoft as a defendant. We believe that MOD’s counterclaims are unfounded, and we have filed a defense to the counterclaim. The proceedings are currently stayed.

On March 10, 2008, TeleTech Holdings, Inc. (“Teletech”) sent us a demand for arbitration pursuant to the Stock Purchase Agreement (“SPA”) entered into between the parties, whereby TeleTech acquired Direct Alliance Corporation (“DAC”), a former subsidiary of Insight, effective June 30, 2006. TeleTech claims that it is entitled to a $5,000,000 “clawback” under the SPA relating to the non-renewal of an agreement between DAC and one of its clients. We dispute Teletech’s allegations and intend to vigorously defend this matter. In recording the disposition of DAC on June 30, 2006, we deferred $5,000,000 as a contingent gain on sale related to this clawback. As such, amounts paid to Teletech under the clawback provision, if any, would not have any effect on our results of operations.

On April 1, 2008, we completed the acquisition of Calence pursuant to an agreement and plan of merger (the “Merger Agreement”), a related support agreement (the “Support Agreement”) and other ancillary agreements. In April 2008, 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”) requesting documents related to the award, by the Universal Service Administration Company (“USAC”), of funds under the E-Rate program to a participating school district. The E-Rate program provides schools and libraries with discounts to obtain affordable telecommunications and internet access. No allegations have been made against Calence, and we are cooperating with the FCC, USAC and the DOJ and are in the process of responding to the subpoena. Pursuant to the Merger Agreement and the Support Agreement, 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.

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 under the “probable and estimable” criteria of SFAS No. 5. 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.

12. Discontinued Operation

On March 1, 2007, we completed the sale of PC Wholesale, a division of our North America operating segment. The net assets sold generated net cash proceeds of $27,731,000. For the six months ended June 30, 2007, the gain on sale of PC Wholesale of $7,937,000, $4,801,000 net of taxes, and PC Wholesale’s earnings during the period of $282,000, $171,000 net of taxes, are classified as net earnings from a discontinued operation. In the fourth quarter of 2007, we resolved certain post-closing contingencies and recognized an additional gain on the sale of PC Wholesale of $350,000, $264,000 net of taxes. This resolution required a cash payment of $900,000 during the first quarter of 2008.

16

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

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), we have reported the results of operations of PC Wholesale as a discontinued operation in the consolidated statements of operations for all periods presented. We did not allocate interest or general corporate overhead expense to the discontinued operation.

13. Acquisition

On April 1, 2008, we completed our acquisition of Calence for a cash purchase price of $125,000,000 plus a preliminary working capital adjustment of $4,032,000, offset by a final post-closing working capital adjustment of $383,000. Up to an additional $35,000,000 of purchase price consideration may be due if Calence achieves certain performance targets over the next four years. Founded in 1993 and headquartered in Tempe, Arizona, Calence is a leading provider of Cisco networking solutions in the United States, with strong regional presence in the Southwest, Northwest and Midwest, as well as New York, North Carolina and Texas. We believe this acquisition significantly enhances Insight’s technical capabilities around networking and communications, as well as managed services and security, accelerating Insight’s transformation to a broad-based technology solutions advisor and provider.

The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Purchase price paid as:
Cash and borrowings on senior revolving credit facility				$	128,649
Assumed debt					7,311
Acquisition costs					3,679
Total purchase price					139,639
Fair value of net assets acquired:
Current assets	$	64,815
Identifiable intangible assets — see description below		29,190
Property and equipment		6,192
Other assets		946
Current liabilities		(54,499	)
Other liabilities		(714	)
Total fair value of net assets acquired					45,930
Excess purchase price over fair value of net assets acquired (“goodwill”)				$	93,709

Under the purchase method of accounting, the purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired was recorded as goodwill. The purchase price was allocated using the information currently available, and we may adjust the purchase price allocation after obtaining more information regarding, among other things, asset valuations, liabilities assumed, restructuring activities and revisions of preliminary estimates. We expect the purchase price allocation to be finalized within twelve months of the acquisition date. We may accrue additional charges in connection with the acquisition of Calence, but the amounts cannot be reasonably estimated at present. During the three months ended June 30, 2008, we accrued an additional $716,000 of purchase price consideration as a result of Calence achieving certain performance targets during the quarter. Such amount was recorded as additional goodwill (see Note 3).

17

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

The estimated values of current assets and liabilities were based upon their historical costs on the date of acquisition due to their short-term nature. Property and equipment were also estimated based upon unamortized costs as they most closely approximated fair value. The estimated value of deferred revenue, of which $3,359,000 is included in current liabilities and $652,000 is included in other liabilities in the table above, was based upon the guidance in EITF 01-03, "Accounting in a Business Combination for Deferred Revenue of an Acquiree,” and was calculated as the estimated cost to fulfill the contractual obligations acquired under various customer contracts plus a fair value profit margin.

Identified intangible assets acquired in the acquisition of Calence totaled $29,190,000 and consist of the following (in thousands):

Customer relationships	$	21,800
Backlog — Managed services		4,500
Backlog — Consulting		2,600
Trade name		150
Non-compete agreements		140
		29,190
Accumulated amortization		(1,586	)
Intangible assets, net at June 30, 2008	$	27,604

Amortization is provided using the straight-line method over the following estimated economic lives of the intangible assets:

	Estimated Economic Life
Customer relationships	10.75 Years
Backlog — Managed services	4.75 Years
Backlog — Consulting	10 Months
Trade name	10 Months
Non-compete agreements	2 Years

Amortization expense recognized for the period from the acquisition date through June 30, 2008 was $1,586,000. Amortization expense is estimated to be as follows (in thousands):

Years Ending December 31,
2008	$	4,759
2009		3,320
2010		2,993
2011		2,975
2012		2,975
2013		2,028
Thereafter		10,140
Total estimated amortization expense	$	29,190

Goodwill of $93,709,000 represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from Calence. During the three months ended June 30, 2008, we accrued an additional $716,000 of purchase price consideration as a result of Calence achieving certain performance targets during the quarter. Such amount was recorded as additional goodwill. As discussed in Note 3, we recorded a non-cash goodwill impairment charge during the three months ended June 30, 2008 which represented the entire goodwill balance recorded in our North America operating segment, including the entire amount of the goodwill recorded in connection with the Calence acquisition.

18

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

We have consolidated the results of operations for Calence since its acquisition on April 1, 2008. The following table reports pro forma information as if the acquisition of Calence had been completed at the beginning of each period presented (in thousands, except per share amounts):

		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2008			2007		2008			2007
Net sales	As reported	$	1,397,722		$	1,283,449	$	2,505,511		$	2,407,424
	Pro forma	$	1,397,722		$	1,367,224	$	2,577,536		$	2,572,532
Net (loss) earnings from continuing operations	As reported	$	(174,277	)	$	26,809	$	(163,757	)	$	39,105
	Pro forma	$	(174,277	)	$	26,921	$	(163,550	)	$	35,741
Net (loss) earnings	As reported	$	(174,277	)	$	26,809	$	(163,757	)	$	44,077
	Pro forma	$	(174,277	)	$	26,921	$	(163,550	)	$	40,713
Diluted net (loss) earnings per share	As reported	$	(3.74	)	$	0.54	$	(3.44	)	$	0.89
	Pro forma	$	(3.74	)	$	0.54	$	(3.44	)	$	0.83

14. 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 brand-name IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC currently only include software and select software-related services.

SFAS No. 131, “Disclosure About Segments of an Enterprise and Related Information” (“SFAS No. 131”), requires disclosures of certain information regarding operating segments, products and services, geographic areas of operation and major clients. The method for determining what information to report under SFAS No. 131 is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. Our CODM is our Chief Executive Officer.

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 or six months ended June 30, 2008.

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 and to use resources efficiently. 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.

19

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

The tables below present information about our reportable operating segments as of and for the three and six months ended June 30, 2008 and 2007 (in thousands):

	Three Months Ended June 30, 2008
	North America			EMEA		APAC		Consolidated
Net sales	$	956,945		$	382,271	$	58,506	$	1,397,722
Costs of goods sold		821,003			325,945		49,032		1,195,980
Gross profit		135,942			56,326		9,474		201,742
Selling and administrative expenses		106,332			40,050		5,527		151,909
Goodwill impairment		313,949			—		—		313,949
Severance and restructuring expenses		1,281			2,210		17		3,508
(Loss) earnings from operations	$	(285,620	)	$	14,066	$	3,930		(267,624	)
Non-operating expense, net									4,474
Loss from continuing operations before income taxes									(272,098	)
Income tax benefit									(97,821	)
Net loss from continuing operations									(174,277	)
Net earnings from a discontinued operation									—
Net loss								$	(174,277	)
Total assets at period end	$	1,489,335		$	587,079	$	87,216	$	2,012,047	*

* Consolidated total assets include corporate assets and intercompany eliminations for a net reduction of $151,583.

	Three Months Ended June 30, 2007
	North America		EMEA		APAC		Consolidated
Net sales	$	923,899	$	331,903	$	27,647	$	1,283,449
Costs of goods sold		789,710		286,863		22,063		1,098,636
Gross profit		134,189		45,040		5,584		184,813
Selling and administrative expenses		101,092		33,470		3,761		138,323
Severance and restructuring expenses		2,841		—		—		2,841
Earnings from operations	$	30,256	$	11,570	$	1,823		43,649
Non-operating expense, net								79
Earnings from continuing operations before income taxes								43,570
Income tax expense								16,761
Net earnings from continuing operations								26,809
Net earnings from a discontinued operation								—
Net earnings							$	26,809
Total assets at period end	$	2,168,691	$	485,673	$	42,112	$	1,786,731	*

* Consolidated total assets include corporate assets and intercompany eliminations for a net reduction of $909,745.

20

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

	Six Months Ended June 30, 2008
	North America			EMEA		APAC		Consolidated
Net sales	$	1,723,369		$	700,493	$	81,649	$	2,505,511
Costs of goods sold		1,483,412			598,792		68,410		2,150,614
Gross profit		239,957			101,701		13,239		354,897
Selling and administrative expenses		197,551			77,602		9,710		284,863
Goodwill impairment		313,949			—		—		313,949
Severance and restructuring expenses		2,290			3,079		39		5,408
(Loss) earnings from operations	$	(273,833	)	$	21,020	$	3,490		(249,323	)
Non-operating expense, net									5,971
Loss from continuing operations before income taxes									(255,294	)
Income tax benefit									(91,537	)
Net loss from continuing operations									(163,757	)
Net earnings from a discontinued operation									—
Net loss								$	(163,757	)
Total assets at period end	$	1,489,335		$	587,079	$	87,216	$	2,012,047	*

* Consolidated total assets include corporate assets and intercompany eliminations for a net reduction of $151,583.

	Six Months Ended June 30, 2007
	North America		EMEA		APAC		Consolidated
Net sales	$	1,701,100	$	659,279	$	47,045	$	2,407,424
Costs of goods sold		1,454,995		575,768		38,673		2,069,436
Gross profit		246,105		83,511		8,372		337,988
Selling and administrative expenses		195,862		65,481		6,738		268,081
Severance and restructuring expenses		2,841		—		—		2,841
Earnings from operations	$	47,402	$	18,030	$	1,634		67,066
Non-operating expense, net								3,289
Earnings from continuing operations before income taxes								63,777
Income tax expense								24,672
Net earnings from continuing operations								39,105
Net earnings from a discontinued operation								4,972
Net earnings							$	44,077
Total assets at period end	$	2,168,691	$	485,673	$	42,112	$	1,786,731	*

* Consolidated total assets include corporate assets and intercompany eliminations for a net reduction of $909,745.

15. Subsequent Event

On July 10, 2008, we acquired MINX Limited, a United Kingdom-based networking services company with annual net sales of approximately $25,000,000 for an initial cash purchase price of approximately $1,500,000 and the assumption of approximately $3,600,000 of existing debt. Up to an additional $750,000 may be due if MINX achieves certain performance targets over a one-year period.

21

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

The Company

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

Acquisition of Calence

On April 1, 2008, we completed the acquisition of Calence, LLC (“Calence”), one of the nation’s largest independent technology solutions providers specializing in Cisco networking solutions, advanced communications and managed services, for a cash purchase price of $125.0 million plus a preliminary working capital adjustment of approximately $4.0 million, offset by a final post-closing working capital adjustment of $383,000. Up to an additional $35.0 million of purchase price consideration may be due if Calence achieves certain performance targets over the next four years. During the three months ended June 30, 2008, we accrued an additional $716,000 of purchase price consideration as a result of Calence achieving certain performance targets during the quarter. Such amount was recorded as additional goodwill. See discussion relating to goodwill in Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report. We also assumed Calence’s existing debt totaling approximately $7.4 million, of which $7.1 million was repaid by us at closing. This acquisition is consistent with our vision and strategy to become a global value added reseller (“G-VAR”) through continued investment in certain key technology categories, including networking and advanced communications.

Goodwill Impairment

In consideration of the current market conditions in which we operate and the decline in our overall market capitalization resulting from decreases in the market price of Insight’s publicly traded common stock, we evaluated whether an event (a “triggering event”) had occurred during the second quarter that would require us to perform an interim period goodwill impairment test in accordance with SFAS No. 142. Based on the sustained significant decline in the market price of our common stock during the second quarter of 2008, we concluded that a triggering event had occurred subsequent to March 31, 2008, which would more likely than not reduce the fair value of one or more of our reporting units below its respective carrying value. As a result, we performed an interim period goodwill impairment test in the second quarter of 2008 in accordance with SFAS No. 142. The fair values of our reporting units were determined using established valuation techniques, specifically the market and income approaches, and resulted in us recording a non-cash goodwill impairment charge of $313.9 million, $201.2 million net of tax, which represented the entire goodwill balance recorded in our North America operating segment as of June 30, 2008, including the entire amount of the goodwill recorded in connection with the Calence acquisition. The charge is included in (loss) earnings from continuing operations for the three and six months ended June 30, 2008. This non-cash charge will not impact our debt covenant compliance, cash flows or ongoing results of operations. The results of the interim period assessment indicated that the fair value of each of our EMEA and APAC reporting units was in excess of the carrying value.

22

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

Quarterly Results

On a consolidated basis, net sales for the three months ended June 30, 2008 increased 9% to $1.40 billion compared to the three months ended June 30, 2007. Gross profit also grew at a rate of 9% to $201.7 million for the three months ended June 30, 2008. The net loss from continuing operations for the three months ended June 30, 2008 of $174.3 million included the goodwill impairment charge of $313.9 million, $201.2 million net of tax, which also resulted in a diluted loss per share from continuing operations of $3.74 for the three months ended June 30, 2008. Results of operations for the three months ended June 30, 2008 also include the effect of severance and restructuring expenses of $3.5 million, $2.3 million net of tax, related to on-going restructuring efforts within the Company. Results of continuing operations for the three months ended June 30, 2007 include severance expenses of $2.8 million, $1.7 million net of tax associated with the retirement of our former chief financial officer and expenses of $4.3 million, $2.6 million net of tax, for professional fees and costs associated with our stock option review.

Net sales in North America increased 4% to $956.9 million primarily due to 98% growth in our networking and connectivity sales with the acquisition of Calence on April 1, 2008. This increase more than offset declines in our legacy hardware business such that overall hardware net sales in North America for the three months ended June 30, 2008 increased 2% year over year. Net sales from enterprise clients declined significantly during the quarter reflecting the difficult market we are faced with in 2008 as clients delay their capital expenditures. Additionally, while net sales to SMB clients declined when compared to the second quarter of last year, they increased 7% when compared to the first quarter of this year, reflecting the progress we are making to improve the web experience on our new IT platform and win back clients. Software net sales remained relatively flat for the three months ended June 30, 2008, even in the soft economy, which we attribute to the sales and marketing initiatives we implemented early in the second quarter. In addition, net sales from services, which also benefited from the acquisition of Calence, increased 124% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.

Gross margin in North America decreased by 30 basis points from the second quarter of 2007 primarily due to decreases in product margin, which includes vendor funding, primarily driven by market pricing pressures. Earnings from operations benefitted from our recent expense management activities. North America reported a loss from operations of $285.6 million during the second quarter of 2008 resulting from the goodwill impairment charge discussed above, which represented the entire goodwill balance recorded in our North America operating segment as of June 30, 2008. These second quarter 2008 results also include $1.3 million in severance and restructuring expenses, while the second quarter 2007 results include $2.8 million of severance expenses and $4.1 million in professional fees and costs associated with our stock option review.

Net sales in EMEA increased 15% to $382.3 million, in part reflecting a 21% increase in software sales during the three months ended June 30, 2008 compared the three months ended June 30, 2007 and the foreign currency benefit of the weak U.S. dollar compared to the various European currencies in which we do business. Excluding the foreign currency benefit, net sales increased 7% year over year. Gross margin in EMEA increased over 110 basis points from the three months ended June 30, 2007 as a result of strong software category performance and a continued migration to fee based software programs. Earnings from operations in the EMEA segment increased 21.6% compared to the second quarter of 2007 to $14.1 million reflecting higher gross profit partially offset by increases in selling and administrative expenses from increased headcount and severance expenses of $2.2 million during the quarter.

Net sales in APAC increased 112% to $58.5 million with gross margin on these sales of 16.2%. Earnings from operations in this segment during the three months ended June 30, 2008 of $3.9 million reflected a 116% increase year over year as the segment has benefited from the hiring of incremental experienced software sales and support teammates last quarter.

23

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

Reconciliations of segment results of operations to consolidated results of operations can be found in Note 14 to the Consolidated Financial Statements in Part I, Item 1 of this report.

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.

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.

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

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. 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, 2007. 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. See discussion about critical accounting estimates relating to goodwill in Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.

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, 2007.

24

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

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 six months ended June 30, 2008 and 2007. As discussed in Note 12 to the Consolidated Financial Statements in Part I, Item 1 of this report, we have reported the results of operations of PC Wholesale, which we sold on March 1, 2007, along with the gain on sale of PC Wholesale, as a discontinued operation in the Consolidated Statements of Operations for the six months ended June 30, 2007:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Costs of goods sold		85.6			85.6			85.8			86.0
Gross profit		14.4			14.4			14.2			14.0
Selling and administrative expenses		10.9			10.8			11.4			11.1
Goodwill impairment		22.5			—			12.6			—
Severance and restructuring expenses		0.2			0.2			0.2			0.1
(Loss) earnings from operations		(19.2	)		3.4			(10.0	)		2.8
Non-operating expense, net		0.3			—			0.2			0.2
(Loss) earnings from continuing operations before income taxes		(19.5	)		3.4			(10.2	)		2.6
Income tax (benefit) expense		(7.0	)		1.3			(3.7	)		1.0
Net (loss) earnings from continuing operations		(12.5	)		2.1			(6.5	)		1.6
Net earnings from a discontinued operation		—			—			—			0.2
Net (loss) earnings		(12.5	%)		2.1	%		(6.5	%)		1.8	%

Net Sales. Net sales for the three months ended June 30, 2008 increased 9% compared to the three months ended June 30, 2007. Net sales for the six months ended June 30, 2008 increased 4% compared to the six months ended June 30, 2007. Our net sales by operating segment were as follows (dollars in thousands):

	Three Months Ended							Six Months Ended
	June 30,				%			June 30,				%
	2008		2007		Change			2008		2007		Change
North America	$	956,945	$	923,899		4	%	$	1,723,369	$	1,701,100		1	%
EMEA		382,271		331,903		15	%		700,493		659,279		6	%
APAC		58,506		27,647		112	%		81,649		47,045		74	%
Consolidated	$	1,397,722	$	1,283,449		9	%	$	2,505,511	$	2,407,424		4	%

Net sales in North America increased $33.0 million for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 primarily due to 98% growth in our networking and connectivity sales with the acquisition of Calence on April 1, 2008. This increase more than offset declines in our legacy hardware business such that overall hardware net sales in North America for the three months ended June 30, 2008 increased 2% year over year. Net sales from enterprise clients declined significantly during the quarter reflecting the difficult market we are faced with in 2008 as some of our largest clients delay their capital expenditures. Additionally, while net sales to SMB clients declined when compared to the second quarter of last year, they increased 7% when compared to the first quarter of this year reflecting the progress we are making to improve the web experience on our new IT platform and win back clients. Software net sales for the three months ended June 30, 2008 remained relatively consistent year over year, even in the soft economy, which we attribute to the sales and marketing initiatives we implemented early in the second quarter. Net sales from services, which also benefited from the acquisition of Calence, increased 124% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. North America had 1,455 account executives at June 30, 2008, an increase from 1,336 at June 30, 2007. Net sales per average number of account executives in North America decreased to $696,700 for the three months ended June 30, 2008 from $708,000 for the three months ended June 30, 2007.

25

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

Net sales in EMEA increased $50.4 million for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Of this increase, $23.0 million resulted primarily from increased software net sales, which increased 21% year over year. More than half of the increase, or $27.4 million, resulted from the foreign currency benefit of the weak U.S. dollar year over year compared to the various European currencies of the countries in which we do business. Net sales in EMEA increased $41.2 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. The positive year to date results also primarily resulted from the foreign currency benefit of the weak U.S. dollar. It should be noted that EMEA had two more shipping days in the three months ended June 30, 2008 compared to the three months ended June 30, 2007 and the same number of shipping days in the six months ended June 30, 2008 and June 30, 2007. EMEA had 646 account executives at June 30, 2008, an increase from 544 at June 30, 2007. Net sales per average number of account executives in EMEA decreased to $611,100 for the three months ended June 30, 2008 compared to $628,000 for the three months ended June 30, 2007.

Our APAC segment recognized net sales of $58.5 million and $81.6 million for the three and six months ended June 30, 2008, respectively, an increase of 112% and 74%, respectively, year over year as the segment has benefited from the hiring of incremental experienced software sales and support teammates last quarter.

Percentage of net sales by category for North America, EMEA and APAC were as follows for the three months ended June 30, 2008 and 2007:

	North America						EMEA						APAC
	Three Months Ended						Three Months Ended						Three Months Ended
	June 30,						June 30,						June 30,
Sales Mix	2008			2007			2008			2007			2008			2007
Networking and connectivity		18	%		10	%		3	%		4	%		—			—
Notebooks and PDAs		9	%		11	%		7	%		8	%		—			—
Servers and storage		8	%		11	%		5	%		5	%		—			—
Desktops		6	%		6	%		3	%		4	%		—			—
Printers		3	%		4	%		3	%		3	%		—			—
Memory and processors		2	%		4	%		1	%		2	%		—			—
Supplies and accessories		3	%		4	%		3	%		3	%		—			—
Monitors and video		4	%		4	%		3	%		2	%		—			—
Miscellaneous		7	%		7	%		3	%		3	%		—			—
Hardware		60	%		61	%		31	%		34	%		—			—
Software		35	%		37	%		68	%		65	%		100	%		100	%
Services		5	%		2	%		<1	%		<1	%		<1	%		<1	%
		100	%		100	%		100	%		100	%		100	%		100	%

Percentage of net sales by category for North America, EMEA and APAC were as follows for the six months ended June 30, 2008 and 2007:

	North America						EMEA						APAC
	Six Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
Sales Mix	2008			2007			2008			2007			2008			2007
Networking and connectivity		15	%		10	%		4	%		4	%		—			—
Notebooks and PDAs		10	%		11	%		8	%		8	%		—			—
Servers and storage		9	%		11	%		6	%		7	%		—			—
Desktops		7	%		6	%		4	%		4	%		—			—
Printers		4	%		5	%		3	%		3	%		—			—
Memory and processors		3	%		4	%		1	%		2	%		—			—
Supplies and accessories		3	%		5	%		3	%		3	%		—			—
Monitors and video		4	%		4	%		3	%		3	%		—			—
Miscellaneous		8	%		8	%		3	%		3	%		—			—
Hardware		63	%		64	%		35	%		37	%		—			—
Software		33	%		33	%		64	%		62	%		100	%		100	%
Services		4	%		3	%		<1	%		<1	%		<1	%		<1	%
		100	%		100	%		100	%		100	%		100	%		100	%

26

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

Currently, our offerings in North America and the United Kingdom include brand name IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC currently only include software and select software-related services. Beginning in the three months ended March 31, 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. The increase in networking and connectivity sales as a percentage of net sales in North America is due to the acquisition of Calence.

Gross Profit. Gross profit grew at a rate of 9% to $201.7 million for the three months ended June 30, 2008, with a slight increase in gross margin. Our gross profit and gross profit as a percentage of net sales by operating segment for the three and six months ended June 30, 2008 and 2007 were as follows (dollars in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,
			% of					% of					% of					% of
			Net					Net					Net					Net
	2008		Sales			2007		Sales			2008		Sales			2007		Sales
North America	$	135,942		14.2	%	$	134,189		14.5	%	$	239,957		13.9	%	$	246,105		14.5	%
EMEA		56,326		14.7	%		45,040		13.6	%		101,701		14.5	%		83,511		12.7	%
APAC		9,474		16.2	%		5,584		20.2	%		13,239		16.2	%		8,372		17.8	%
Consolidated	$	201,742		14.4	%	$	184,813		14.4	%	$	354,897		14.2	%	$	337,988		14.0	%

North America’s gross profit increased for the three months ended June 30, 2008 by 1% compared to the three months ended June 30, 2007. Gross profit per account executive decreased 4% to $99,000 for the three months ended June 30, 2008 from $102,800 for the three months ended June 30, 2007. As a percentage of net sales, gross profit decreased by 30 basis points from the second quarter of 2007 due primarily to decreases in product margin, which includes vendor funding, primarily driven by market pricing pressures. These decreases were offset partially by a 47 basis point improvement in gross margin resulting from increased sales of services, which are typically at higher margins. North America’s gross profit decreased for the six months ended June 30, 2008 by 2% compared to the six months ended June 30, 2007. As a percentage of net sales, gross profit decreased due primarily to decreases in product margin, which includes vendor funding, primarily driven by market pricing pressures and lower net sales to SMB clients earlier in the period.

EMEA’s gross profit increased for the three months ended June 30, 2008 by 25% compared to the three months ended June 30, 2007. Gross profit per account executive increased 6% to $90,100 for the three months ended June 30, 2008 from $85,200 for the three months ended June 30, 2007. As a percentage of net sales, gross profit increased 110 basis points from the three months ended June 30, 2007 due primarily to increases in product margin, which includes vendor funding, of just over 50 basis points as well as an increase in agency fees for Microsoft enterprise agreement renewals of just under 50 basis points. EMEA’s gross profit increased for the six months ended June 30, 2008 by 22% compared to the six months ended June 30, 2007. As a percentage of net sales, gross profit increased by approximately 180 basis points from the six months ended June 30, 2007 due primarily to increases in product margin, which includes vendor funding, of 125 basis points as well as an increase in agency fees for Microsoft enterprise agreement renewals of 67 basis points. These increases were offset partially by decreases in supplier discounts of 14 basis points. More specifically with regard to vendor funding, we have enjoyed an increase in amounts earned under rebate programs with our hardware distributors as well as some of our non-Microsoft publishers in EMEA. Additionally, we have experienced an increase in vendor funding of the type that is classified as a reduction of costs of goods sold as opposed to a reduction in operating expenses.

27

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

AND RESULTS OF OPERATIONS (continued)

As a result of expansion and increases in APAC’s software net sales during the quarter, APAC’s gross profit for the three months ended June 30, 2008 grew by $3.9 million or 70% compared to the three months ended June 30, 2007. APAC’s gross profit increased for the six months ended June 30, 2008 by $4.9 million or 58% compared to the six months ended June 30, 2007.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased approximately 10% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Selling and administrative expenses increased approximately 6% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. Selling and administrative expenses as a percent of net sales by operating segment for the three and six months ended June 30, 2008 and 2007 were as follows (dollars in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,
			% of					% of					% of					% of
			Net					Net					Net					Net
	2008		Sales			2007		Sales			2008		Sales			2007		Sales
North America	$	106,332		11.1	%	$	101,092		10.9	%	$	197,551		11.5	%	$	195,862		11.5	%
EMEA		40,050		10.5	%		33,470		10.1	%		77,602		11.1	%		65,481		9.9	%
APAC		5,527		9.5	%		3,761		13.6	%		9,710		11.9	%		6,738		14.3	%
Consolidated	$	151,909		10.9	%	$	138,323		10.8	%	$	284,863		11.4	%	$	268,081		11.1	%

North America’s selling and administrative expenses increased 5% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. The increase in selling and administrative expenses is primarily attributable to increased expenses as a result of the acquisition of Calence of approximately $13.0 million. The additional expenses resulting from Calence were partially offset by decreases in selling and administrative expenses in the legacy Insight business as a result of our expense management initiatives and the effect on the year over year comparison of the professional fees associated with the review of our historical stock option practices of $4.1 million in the three months ended June 30, 2007.

North America’s selling and administrative expenses were $197.6 million for the six months ended June 30, 2008, approximately 11.5% of net sales for the period, a level that was consistent with the same period in the prior year. Decreases in selling and administrative expenses attributable to the effect on the year over year comparison of the professional fees associated with the review of our historical stock option practices of $9.5 million in the six months ended June 30, 2007 were offset by the additional expenses resulting from Calence discussed above.

EMEA’s selling and administrative expenses increased 20% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. The increase in selling and administrative expenses is primarily attributable to salaries and wages, employee-related expenses and contract labor, which increased approximately $5 million due to increases in sales incentive programs and employee headcount. The effect of currency exchange rates between the weak U.S. dollar as compared to the various European currencies in which we do business accounted for approximately $2.1 million of the net year over year increase.

EMEA’s selling and administrative expenses increased 19% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. The increase in selling and administrative expenses is primarily attributable to salaries and wages, employee-related expenses and contract labor, which increased approximately $11 million due to increases in sales incentive programs, increases in recruitment costs and employee headcount. The effect of currency exchange rates between the weak U.S. dollar as compared to the various European currencies in which we do business accounted for approximately $4.7 million of the net year over year increase.

28

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

APAC’s selling and administrative expenses increased 47% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 and increased 44% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. These increases were primarily due to in the hiring of experienced software sales and support teammates during the first quarter of 2008.

Goodwill Impairment. As discussed in Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report, we recorded a non-cash goodwill impairment charge during the three months ended June 30, 2008 of $313.9 million, which represented the entire goodwill balance recorded in our North America operating segment as of June 30, 2008.

Severance and Restructuring Expenses. During the three months ended June 30, 2008, North America, EMEA and APAC recorded severance expense of $1.3 million, $2.2 million, and $17,000, respectively, related to on-going restructuring efforts. During the six months ended June 30, 2008, North America, EMEA and APAC recorded severance expense of $2.3 million, $3.1 million, and $39,000, respectively. During the three and six months ended June 30, 2007, North America recorded severance expense of $2.8 million related to the retirement of our former chief financial officer.

Interest Income. Interest income for the three and six months ended June 30, 2008 and 2007 was generated through short-term investments. The increase in interest income year over year is due to improved cash management, partially offset by decreases in interest rates.

Interest Expense. Interest expense for the three and six months ended June 30, 2008 and 2007 primarily relates to borrowings under our financing facilities. The increase in interest expense for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 is primarily a result of the increase in the weighted average borrowings outstanding with the acquisition of Calence in the three months ended June 30, 2008, partially offset by decreases in interest rates. The decrease in interest expense for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 is due primarily to decreases in interest rates during the respective periods, offset partially by an increase in the weighted average borrowings outstanding. In conjunction with our refinancing of our existing term loan and revolving credit facility on April 1, 2008 discussed in Note 4 to the Consolidated Financial Statements in Part I, Item 1 if this report, we recorded a loss on debt extinguishment of $591,000 in the quarter ended June 30, 2008 to write off a portion of our debt issue costs to interest expense.

Net Foreign Currency Exchange Losses (Gains). These losses (gains) result from foreign currency transactions, including intercompany balances that are not considered long-term in nature. The changes in these amounts primarily result from changes in the intercompany balances of our foreign subsidiaries and the volatility of the related foreign currency exchange rates.

Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our financing facilities and cash management and were not considered material during the three or six months ended June 30, 2008 or 2007.

Income Tax Expense. Our effective tax rate from continuing operations for the three months ended June 30, 2008 changed to a benefit of 36.0% from an expense of 38.5% for the three months ended June 30, 2007. Our effective tax rate from continuing operations for the six months ended June 30, 2008 changed to a benefit of 35.9% from an expense of 38.7% for the six months ended June 30, 2007. The changes were primarily due to the impairment charge related to non-deductible goodwill taken during the three and six months ended June 30, 2008.

Earnings from a Discontinued Operation. As discussed in Note 12 to the Consolidated Financial Statements in Part I, Item 1 of this report, we have reported the results of operations of PC Wholesale, which we sold on March 1, 2007, along with the gain on sale of PC Wholesale as a discontinued operation in the Consolidated Statements of Operations for the six months ended June 30, 2007.

29

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 six months ended June 30, 2008 and 2007 (in thousands):

	Six Months Ended
	June 30,
	2008			2007
Net cash provided by operating activities	$	119,041		$	103,546
Net cash (used in) provided by investing activities		(141,188	)		9,764
Net cash provided by (used in) financing activities		73,677			(125,836	)
Foreign currency exchange effect on cash flow		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

Cash and Cash Flow

Our primary uses of cash in the past few years have been to fund acquisitions, working capital requirements and capital expenditures and to repurchase our common stock. We generated very strong operating cash flows for the six months ended June 30, 2008. Operating activities provided $119.0 million in cash, a 15% increase over the six months ended June 30, 2007. Our strong operating cash flows enabled us to fund $50.0 million of repurchases of our common stock during the six months ended June 30, 2008 and increase our cash balance by $56.7 million. Capital expenditures were $15.6 million for the six months ended June 30, 2008, a 17% decrease from the six months ended June 30, 2007, primarily related to expenditures for our IT systems upgrade. We increased our net borrowings by over $130 million during the quarter and used those funds to acquire Calence on April 1, 2008. Additionally, the six months ended June 30, 2008 benefited from a $1.3 million positive effect of foreign currency exchange rates on cash flow.

We sold PC Wholesale in March 2007 and have presented it as a discontinued operation. Except for net earnings, amounts related to the discontinued operation have not been removed from the cash flow statement for the six months ended June 30, 2007 because the effect is immaterial. See Note 12 to the Consolidated Financial Statements in Part I, Item 1 of this report for further discussion.

Net cash provided by operating activities. Cash flows from operations for the six months ended June 30, 2008 and 2007 resulted primarily from net earnings before the non-cash goodwill impairment during the six months ended June 30, 2008, depreciation, amortization and non-cash stock-based compensation expense as well as increases in deferred revenue and accounts payable. These increases in operating cash flows were partially offset by increases in deferred income tax assets associated with the goodwill impairment, increases in accounts receivable and decreases in accrued expenses and other liabilities. The increases in accounts receivable and accounts payable are due primarily to an increase in net sales compared to the prior year and include the effect of the Calence acquisition in higher accounts receivable and accounts payable balances at June 30, 2008.

30

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 June 30, 2008 and 2007 are as follows:

	2008		2007
Days sales outstanding in ending accounts receivable (“DSOs”) (a)		80		73
Inventory turns (excluding inventories not available for sale) (b)		51		45
Days purchases outstanding in ending accounts payable (“DPOs”) (c)		66		59

(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 91 days.
(b)	Calculated as annualized costs of goods sold divided by average inventories. Average inventories is calculated as the sum of the balances of inventories at the beginning of the quarter plus inventories at the end of quarter divided by two.
(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 91 days.

The increase in DSOs from the three months ended June 30, 2007 is due primarily to a higher percentage of accounts receivable in foreign operations with longer net terms. The increase in DPOs from the three months ended June 30, 2007 continues to reflect enhanced management of working capital during the 2008 second quarter. These operating metrics include the effect of the Calence acquisition in higher accounts receivable and accounts payable balances at June 30, 2008 as well as higher net sales and costs of goods sold during the three months ended June 30, 2008.

Assuming sales continue to increase in the future, 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.

Net cash (used in) provided by investing activities. During the six months ended June 30, 2008, we used $132.3 million, net of cash acquired of $7.6 million, to acquire Calence. Capital expenditures of $15.6 million and $18.9 million for the six months ended June 30, 2008 and 2007, respectively, primarily related to investments to upgrade our IT systems, including capitalized costs of software developed for internal use, IT equipment and software licenses. We expect total capital expenditures in 2008 to be between $30.0 million and $35.0 million. During the six months ended June 30, 2007, we received net proceeds of $28.6 million from the sale of a discontinued operation. During the six months ended June 30, 2008, we made a payment of $900,000 to resolve certain post-closing contingencies related to that sale.

Net cash provided by (used in) financing activities. During the six months ended June 30, 2008, net borrowings under our financing facilities totaled $136.8 million. The increase in our outstanding debt balances primarily related to the acquisition of Calence on April 1, 2008. Funds provided by new borrowings were utilized, in part, to repay $7.1 million of debt assumed from Calence at closing. During the six months ended June 30, 2008, we also funded repurchases of 3.5 million shares of our common stock in open market transactions at a total cost of approximately $50.0 million (an average price of $14.31 per share). These repurchases completed a program previously approved by our Board of Directors authorizing the purchase of up to $50.0 million of our common stock through September 30, 2008. All shares repurchased have been retired as of June 30, 2008. During the six months ended June 30, 2007, cash used in financing activities was primarily for net repayments of outstanding debt of $112.8 million and a decrease in book overdrafts of $15.6 million.

On April 1, 2008, we entered into a new five-year $300.0 million senior revolving credit facility, which replaced our existing revolving credit facility and our term loan facility. The Calence acquisition was funded, in part, using borrowings under the new facility. Amounts outstanding under the new senior revolving line of credit bear interest, payable quarterly, at a floating rate equal to the prime rate or, at our option, a LIBOR rate plus a pre-determined spread of 0.75% to 1.75%. In addition, we pay a commitment fee on the unused portion of the line of 0.175% to 0.35%. We have an outstanding letter of credit that reduces the availability on the senior revolving credit facility by $25.0 million. As of June 30, 2008, $79.0 million was available under the senior revolving credit facility. In conjunction with this refinancing, we did not amend our accounts receivable securitization facility which expires September 7, 2009, under which we had $10.0 million available at June 30, 2008.

31

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

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 twelve months. Additionally, we expect to use any excess cash primarily to reduce outstanding debt and to fund additional acquisitions and/or repurchases of our common stock. As part of our long-term growth strategy, we intend to consider additional acquisition opportunities from time to time, which may require additional debt or equity financing.

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the U.S. 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 U.S. As of June 30, 2008, we had approximately $62.1 million in cash and cash equivalents resident in our foreign subsidiaries.

Off Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include guaranties and indemnifications, as defined by the SEC’s Final Rule 67, “Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations.” These 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

Other than the partial adoption of Statement of Financial Accounting Standard No. 157 “Fair Value Measurements” (“SFAS No. 157”) effective January 1, 2008, as discussed in Note 8, 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, 2007 which affect or may affect our financial statements.

Contractual Obligations

At June 30, 2008, our contractual obligations were as follows (in thousands):

	Payments due by period
			Less than		1-3		3-5		More than 5
	Total		1 Year		Years		Years		Years
Long-Term Debt (a)	$	339,000	$	—	$	143,000	$	—	$	196,000
Operating lease obligations (b)		62,499		13,260		19,125		14,043		16,071
Severance and restructuring obligations (c)		12,959		10,447		2,512		—		—
Other contractual obligations (d)		67,471		10,759		25,944		20,748		10,020
Total	$	481,929	$	34,466	$	190,581	$	34,791	$	222,091

(a) On April 1, 2008, we entered into a new five-year $300.0 million senior revolving credit facility, which replaced our existing revolving credit facility and our term loan facility. As such, amounts included in our contractual obligations table above have been updated to reflect the $196.0 million outstanding at June 30, 2008 under our senior revolving credit facility as due in April 2013, the date at which the new facility matures. Long-term debt also includes our accounts receivable securitization facility that expires in September 2009. See further discussion in Note 4 to the Consolidated Financial Statements in Part I, Item 1 of this report.

32

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

(b)	As there were no material changes in our operating lease obligations during the six months ended June 30, 2008, amounts included in the table above reflect our operating lease obligations as of December 31, 2007 as reported in Part II, Item 7 of our Annual Report on From 10-K for the year ended December 31, 2007.
(c)	As a result of approved severance and restructuring plans, we expect future cash expenditures related to employee termination benefits and facilities based costs. See further discussion in Note 6 to the Consolidated Financial Statements in Part I, Item 1 of this report.
(d)	The table above includes:

I.	Estimated interest payments of $3.9 million in 2008, $7.9 million in each of the years 2009 through 2012 and $2.0 million in 2013, respectively, based on the current debt balance of $196.0 million at June 30, 2008 under the senior revolving credit facility, multiplied by the weighted average interest rate for the three months ended June 30, 2008 of 4.03% per annum.
II.	Estimated interest payments of $2.4 million and $3.1 million in 2008 and 2009, respectively, based on the current debt balance of $143.0 million at June 30, 2008 under the asset backed securitization facility, multiplied by the weighted average interest rate for the three months ended June 30, 2008 of 3.30% per annum.
III.	Amounts totaling $8.4 million over the next six years to the Valley of the Sun Bowl Foundation for sponsorship of the Insight Bowl and $8.8 million over the next eight years for advertising and marketing events with the Arizona Cardinals NFL team at the University of Phoenix stadium. See further discussion in Note 15 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2007.
IV.	During the year ended December 31, 2005, we adopted FIN No. 47 which states that companies must recognize a liability for the fair value of a legal obligation to perform asset-retirement activities that are conditional on a future event if the amount can be reasonably estimated. We estimate that we will owe $3.2 million in future years in connection with these obligations.
V.	In July 2007, we signed a statement of work with a third party that was engaged to assist us in integrating into our IT system our hardware, services and software distribution operations in the U.S., Canada, EMEA and APAC. During the quarter ended March 31, 2008, we renegotiated the contract to include a new scope of work, whereby we agreed to engage the third party on current and future IT related projects. The new commitments approximate $4.0 million over 18 to 24 months.

The table above also excludes $3.7 million of liabilities under FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” as we are unable to reasonably estimate the ultimate amount of timing of settlement. See further discussion in Note 5 to the Consolidated Financial Statements in Part I, Item 1 of this report and Note 11 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2007.

Although we set purchase targets with our partners tied to the amount of supplier reimbursements we receive, we have no material contractual purchase obligations.

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INSIGHT ENTERPRISES, INC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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, 2007.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered in this report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that as of June 30, 2008 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 June 30, 2008 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.

In accordance with SFAS No. 5, “Accounting for Contingencies” (“SFAS No. 5”), 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 estimable losses. It is possible, nevertheless, that the results of our operations or cash flows 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.

In October 2006, we received a letter of informal inquiry from the SEC requesting certain documents relating to our historical stock option grants and practices. We have cooperated with the SEC and will continue to do so. We cannot predict the outcome of this inquiry.

Software Spectrum, Inc., as successor to CS&T, is party to litigation brought in the Belgian courts regarding a dispute over the terms of a tender awarded by the Belgian Ministry of Defence (“MOD”) in November 2000. In February 2001, CS&T brought a breach of contract suit against MOD in the Court of First Instance in Brussels and claimed breach of contract damages in the amount of approximately $150,000. MOD counterclaimed against CS&T for cost to cover in the amount of approximately $2.7 million, and, in July 2002, CS&T added a Belgian subsidiary of Microsoft as a defendant. We believe that MOD’s counterclaims are unfounded, and we have filed a defense to the counterclaim. The proceedings are currently stayed.

On March 10, 2008, TeleTech Holdings, Inc. (“Teletech”) sent us a demand for arbitration pursuant to the Stock Purchase Agreement (“SPA”) entered into between the parties, whereby TeleTech acquired Direct Alliance Corporation (“DAC”), a former subsidiary of Insight, effective June 30, 2006. TeleTech claims that it is entitled to a $5.0 million “clawback” under the SPA relating to the non-renewal of an agreement between DAC and one of its clients. We dispute Teletech’s allegations and intend to vigorously defend this matter. In recording the disposition of DAC on June 30, 2006, we deferred the $5.0 million as a contingent gain on sale related to this clawback. As such, amounts paid to Teletech under the clawback provision, if any, would not have any effect on our results of operations.

On April 1, 2008, we completed the acquisition of Calence pursuant to an agreement and plan of merger (the “Merger Agreement”), a related support agreement (the “Support Agreement”) and other ancillary agreements. In April 2008, 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”) requesting documents related to the award, by the Universal Service Administration Company (“USAC”), of funds under the E-Rate program to a participating school district. The E-Rate program provides schools and libraries with discounts to obtain affordable telecommunications and internet access. No allegations have been made against Calence, and we are cooperating with the FCC, USAC and the DOJ and are in the process of responding to the subpoena. Pursuant to the Merger Agreement and the Support Agreement, 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, 2007, 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.

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

There were no unregistered sales of equity securities during the three months ended June 30, 2008.

We have never paid a cash dividend on our common stock.

35

INSIGHT ENTERPRISES, INC.

Issuer Purchases of Equity Securities

					(c)		(d)
	(a)				Total Number of Shares		Approximate Dollar Value
	Total Number		(b)		Purchased as Part of		of Shares That May Yet be
	of Shares		Average Price		Publicly Announced		Purchased Under the Plans
Period	Purchased		Paid per Share		Plans or Programs		or Programs
April 1, 2008 through April 30, 2008		934,400	$	15.37		934,400	$	20,639,401
May 1, 2008 through May 31, 2008		1,691,200		12.20		1,691,200		—
June 1, 2008 through June 30, 2008		—		—		—	$	—
Total		2,625,600	$	13.33		2,625,600

On November 14, 2007, we announced that our Board of Directors had authorized the purchase of up to $50.0 million of our common stock through September 30, 2008. During the six months ended June 30, 2008, we purchased in open market transactions 3.5 million shares of our common stock at a total cost of approximately $50.0 million (an average price of $14.31 per share), which completes the program. All shares repurchased have been retired as of June 30, 2008.

Item 3. Defaults Upon Senior Securities.

None.

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

Our 2008 Annual Meeting of Stockholders was held on May 6, 2008. At the 2008 Annual Meeting of Stockholders, the following proposals were considered:

(1)	The election of three Class II directors to serve until the 2011 annual meeting of stockholders or until their respective successors have been duly elected and qualified; and
(2)	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2008.

36

INSIGHT ENTERPRISES, INC.

The proposals were approved by the following votes:

					Abstentions or		Broker
	Votes For		Votes Against		Votes Withheld		Non-Votes
Proposal 1
Election of Richard A. Fennessy		42,765,561		—		1,018,756		—
Election of Larry A. Gunning		42,182,842		—		1,601,475		—
Election of Robertson C. Jones		40,517,297		—		3,267,020		—
Proposal 2
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2008		43,280,067		489,711		14,539		—

In addition, Class I Directors (Bennett Dorrance, Michael M. Fisher and David J. Robino) and Class III Directors (Timothy A. Crown and Kathleen S. Pushor) continued their respective terms of office following the 2008 Annual Meeting of Stockholders.

Item 5. Other Information.

None.

37

INSIGHT ENTERPRISES, INC.

Item 6. Exhibits.

(a) 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 filed on February 17, 2006, File No. 0-25092).
	3.2	Amended and Restated Bylaws of Insight Enterprises, Inc. (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 14, 2008, File No. 0-25092).
	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).
	4.2	Stockholder Rights Agreement and Exhibits A and B (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on March 17, 1999, File No. 0-25092).
	10.1	Separation and General Release Agreement between Insight Enterprises, Inc. and Stanley Laybourne.
	10.2	Employment Agreement, effective as of January 12, 2007, between Insight Enterprises, Inc. and Catherine Eckstein.
	10.3	Release and Severance Agreement, effective as of August 1, 2008, between Insight Enterprises, Inc. and Catherine Eckstein.
	10.4	Employment Agreement, effective as of January 12, 2007, between Insight Enterprises, Inc. and Gary M. Glandon.
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

38

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: August 11, 2008	INSIGHT ENTERPRISES, INC.
	By:	/s/ Richard A. Fennessy
		Richard A. Fennessy
		President and Chief Executive Officer (Duly Authorized Officer)
	By:	/s/ Glynis A. Bryan
		Glynis A. Bryan
		Chief Financial Officer (Principal Financial Officer)

39

INSIGHT ENTERPRISES, INC.

EXHIBIT INDEX

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 filed on February 17, 2006, File No. 0-25092).
	3.2	Amended and Restated Bylaws of Insight Enterprises, Inc. (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 14, 2008, File No. 0-25092).
	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).
	4.2	Stockholder Rights Agreement and Exhibits A and B (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed on March 17, 1999, File No. 0-25092).
	10.1	Separation and General Release Agreement between Insight Enterprises, Inc. and Stanley Laybourne.
	10.2	Employment Agreement, effective as of January 12, 2007, between Insight Enterprises, Inc. and Catherine Eckstein.
	10.3	Release and Severance Agreement, effective as of August 1, 2008, between Insight Enterprises, Inc. and Catherine Eckstein.
	10.4	Employment Agreement, effective as of January 12, 2007, between Insight Enterprises, Inc. and Gary M. Glandon.
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

40

EX-10.1

Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (this “Agreement”) is being entered into by and between Insight Enterprises, Inc. (“Insight” or the “Company”) and Stanley Laybourne (“Retiree”) (collectively, the “Parties”) as of May 1, 2007 (the “Date of this Agreement”).

WHEREAS, Retiree is currently employed by the Company as its Chief Financial Officer, Treasurer and Secretary;

WHEREAS, the Parties wish to terminate their relationship on mutually acceptable terms and conditions; and

WHEREFORE in consideration of the foregoing premises and the terms and conditions set forth below, the Parties agree as follows:

1. Retirement. Retiree hereby retires from his employment with the Company and any of its parents, affiliates or subsidiaries as of December 31, 2007 (the “Retirement Date”). Retiree hereby resigns from his membership on the Company’s Board of Directors and retires from any other positions held within the Company, its parents, subsidiaries, and affiliates on the Retirement Date. On the Retirement Date, the Company and Retiree agree that Retiree shall have a Separation from Service as defined in Treasury Regulation Section 1.409A-1(h). Retiree understands that he is giving up any right or claim to further compensation from the Company beyond the Retirement Date, except as set forth in this Agreement.

2. Death/Disability. In the event of his death or disability, Retiree’s heirs, executors, administrators, and legal representatives shall have the right to enforce this Agreement in accordance with its terms.

3. Press Release/Public Filings. Retiree will be provided with copies of any Insight press release regarding his retirement through the Retirement Date. Any press release regarding Retiree’s retirement shall be issued after the Date of this Agreement and shall thank Retiree for his service and contributions to Insight.

4. Duties. Between the Date of this Agreement and December 16, 2007, Retiree will continue with his current duties and responsibilities as Chief Financial Officer (“CFO”), Treasurer and Secretary of Insight as they existed prior to the Date of this Agreement in accordance with the terms of Retiree’s Employment Agreement, effective as of November 1, 2003 (the “Employment Agreement”). From December 17, 2007 through the Retirement Date, Retiree shall assist the new Chief Financial Officer of the Company as directed by the Company’s Chief Executive Officer.

5. Employment Agreement. Retiree and the Company agree to be bound by paragraphs 4, 9, 10, 11 and 13 of the Retiree’s Employment Agreement, a copy of which is attached hereto as Exhibit A. Except for those enumerated paragraphs, Retiree’s Employment Agreement shall be extinguished as of the Retirement Date and Retiree acknowledges that he is not entitled to any compensation or benefits, including without limitation any severance benefits, under the Employment Agreement, except as expressly set forth in this Agreement. Notwithstanding the foregoing, the Company hereby acknowledges and agrees that it remains bound by the terms of Directors and Officers Indemnification Agreement, dated November 15, 2004, a copy of which is attached hereto as Exhibit B, and any successor or replacement agreement thereto, and that Retiree’s rights to be indemnified for any actions taken as an officer or director of the Company shall remain in place following the Retirement Date both under Exhibit B, any successor or replacement indemnification agreement, the Company’s Articles and Bylaws and to the fullest extent permitted by law. The Company acknowledges that Retiree’s indemnification rights are cumulative and that he may invoke his indemnification rights from any and all of the aforementioned sources without diminishing in any way whatever other rights of indemnification Retiree may have.

6. Benefit Plans. Retiree will continue to participate in any retirement, 401(k) or savings plans, life insurance plan and health insurance plan in which he currently participates, up to and including the Retirement Date. Retiree will be able to exercise any existing contractual rights under Insight’s benefit plans, including Insight’s life insurance plan. These rights include, without limitation, Retiree’s right to continue coverage currently provided by such plans, in accordance with each plan’s terms. Following the Retirement Date, Retiree will be permitted to obtain COBRA coverage, at Retiree’s expense, in accordance with law and with the provisions of any insurance plan maintained by Insight for employees.

7. 2007 Incentive Compensation. Retiree will receive a bonus for the 2007 fiscal year. The bonus for the 2007 fiscal year will be calculated based on the incentive formula used for the most senior executives of Insight, whose incentive is based on Company-wide performance. The bonus for the 2007 fiscal year will be paid at the time such bonus is paid to the other most senior executives of Insight but in any event on or before March 15, 2008.

8. Severance Payment. Provided that Retiree signs and delivers this Agreement, and for a period of seven days thereafter does not revoke it, the Company will pay Retiree $750,000, less applicable withholding on the eighth day after signature, by wire pursuant to wire instructions from Retiree.

9. Incentive Compensation. Retiree will be paid an amount equal to two (2) times the greater of the annual bonus awarded to him for the 2006 or 2007 fiscal year on the earlier of (a) July 17, 2008 or (b) the date of Executive’s death. Any amount due under this Section 9 shall be paid subject to withholdings as required by law.

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10. Accrued Vacation Time; Business Expenses. On the Retirement Date, Retiree will be compensated for 280 hours of accrued vacation time. The value will be calculated based on the formula used by Insight in the usual course of business. On or before the Retirement Date, the Company will reimburse Retiree for any and all necessary, customary and usual expenses incurred by Retiree on behalf of the Company, provided that Retiree has furnished the Company with receipts to substantiate the business expense in accordance with the Company’s policies or otherwise reasonably justifies the expense to the Company.

11. Vested Options. Retiree will be permitted to exercise all options that are vested and unexercised as of the Retirement Date, through the ninetieth (90th) day after the Retirement Date, subject to repricing, if any, in accordance with Insight’s restated 10-Ks. As of the Retirement Date, Retiree will have 560,584 vested, unexercised options. The 90 day post-Retirement Date exercise period shall be reasonably extended with respect to any options that are vested and unexercised as of the Retirement Date if necessary to prevent Retiree from forfeiting any such options that Retiree could not exercise during the 90 day period due to any Company blackout restrictions, provided, however, that in no event shall the exercise period with respect to any such option be extended beyond the earlier of (i) the latest date upon which the option could have expired by its original terms under any circumstances, or (ii) the tenth (10th) anniversary of the original date of grant of such option.

12. Vested Restricted Stock. Retiree will receive all shares of Company restricted stock that have vested as of the Retirement Date. As of the Retirement Date, the Company’s records reflect that the Retiree has vested 11,200 shares of Restricted Stock.

13. Unvested Options and Restricted Stock. Retiree hereby surrenders as of the Retirement Date all Company stock options and shares of Company restricted stock that are not vested as of the Retirement Date.

14. DAC Sale Proceeds. Retiree is a participant in the Direct Alliance Corporation 2000 Long-Term Incentive Plan (the “DAC Plan”). As a participant, Retiree is entitled to a portion of the proceeds of the earn out payment, should any such payment become due in accordance with the terms of the DAC Plan in connection with the acquisition of Direct Alliance Corporation by TeleTech Holdings, Inc. Retiree shall be paid the full amount to which he is entitled under the DAC Plan as soon as any other DAC Plan participant receives any proceeds from the DAC earn out. Executive’s right to payment, if any, under the DAC Plan shall not be modified by this Agreement, except that to the extent such payment or portion of a payment which would be made between the Retirement Date and July 1, 2008 is subject to Section 409A of the Internal Revenue Code (the “Code”) and a delay in the payment is necessary in order to avoid a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code, such payment to be made at the earliest date possible to avoid a prohibited payment under that provision.

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15. Release by Retiree.

(a) General Release. In exchange for the consideration set forth in this Agreement, Retiree does hereby release and forever discharge the “Company Releasees” herein, consisting of the Company, its parent, subsidiary and affiliate corporations, and each of their respective past and present parents, subsidiaries, affiliates, associates, owners, members, stockholders, predecessors, successors, assigns, employees, agents, directors, officers, partners, representatives, lawyers, and all persons acting by, through, under, or in concert with them, or any of them, of and from any and all manner of claims or causes of action, in law or in equity, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), that Retiree now has or may hereafter have against the Company Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof. The Claims released hereunder include, without limitation, any alleged breach of any express or implied agreement (including the Employment Agreement); any taxes Retiree might incur with respect to the repricing of any options previously awarded to Retiree; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; Civil Rights Act of 1866, and Civil Rights Act of 1991; 42 USC Section 1981, et seq.; Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; The Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; and the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq. This release shall not apply to the Company’s obligations under this Agreement. In addition, notwithstanding the foregoing, nothing in this release shall affect or compromise Retiree’s rights to indemnification without regard to the source of those rights, whether at law or equity, contractual, under the Company’s Articles and Bylaws, or otherwise, nor affect any rights of Retiree under any retirement, 401(k), saving plans, or life and health insurance plans. To the contrary, Retiree shall not release any claims and shall preserve any claims he has for indemnification or in connection with any retirement, 401(k) or savings plans, or to any life and health insurance plans or to any rights under COBRA.

(b) Older Worker’s Benefit Protection Act.

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Retiree agrees and expressly acknowledges that this Agreement includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Agreement:

(1) This paragraph and this Agreement are written in a manner calculated to be understood by Retiree.

(2) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which he signs this Agreement.

(3) The Agreement provides for consideration in addition to anything of value to which Retiree is already entitled.

(4) Retiree has been advised to consult an attorney before signing this Agreement.

(5) Retiree has been granted twenty-one (21) days after he is presented with this Agreement to decide whether or not to sign this Release. If he executes this Agreement prior to the expiration of such period, Retiree does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

(6) Retiree has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, Retiree understands that this Agreement will be null and void, and he will not be entitled to any compensation or benefits under this Agreement.

If he wishes to revoke this Agreement, Retiree shall deliver written notice stating his intent to revoke this Agreement to Steven R. Andrews, General Counsel, at the offices of the Company on or before 5:00 p.m. on the seventh (7th) day after the date on which he signs this Agreement.

(c) No Assignment. Retiree represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that the Retiree may have against the Company Releasees, or any of them. Retiree agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any person asserting such assignment or transfer of any right or claims under any such assignment or transfer from Retiree.

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(d) No Actions. Retiree agrees that if Retiree hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against the Company Releasees any of the Claims released hereunder, then Retiree will pay to the Company Releasees against whom such claim(s) is asserted, in addition to any other damages caused thereby, all attorneys’ fees incurred by such Company Releasees in defending or otherwise responding to said suit or Claim; provided, however, that Retiree shall not be obligated to pay the Company Releasees’ attorney’s fees to the extent such fees are attributable to claims under the Age Discrimination in Employment Act or a challenge to the validity of the release of claims under the Age Discrimination in Employment Act.

16. Release by the Company.

(a) General Release. The Company hereby releases and forever discharges Retiree from any and all manner of claims or causes of action, in law or in equity, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), that the Company now has or may hereafter have against Retiree or his attorneys by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof, including, without limitation, all claims arising from or relating to the granting, pricing, or accounting for stock options provided by the Company during the time Retiree was employed by the Company. This General Release shall not release the Company’s rights to the benefits of this Agreement.

(b) No Assignment. The Company represents and warrants to Retiree that there has been no assignment or other transfer of any interest in any Claim that the Company may have against Retiree. The Company agrees to indemnify and hold harmless Retiree from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any person asserting such assignment or transfer of any right or claims under any such assignment or transfer from the Company.

(c) No Actions. The Company agrees that if the Company hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Retiree any of the Claims released hereunder, then the Company will pay to Retiree, in addition to any other damages caused thereby, all attorneys’ fees incurred in defending or otherwise responding to said suit or Claim.

17. Cooperation in Proceedings. The Company and Retiree agree that they shall fully cooperate with each other with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by any regulator, governmental entity, or self-regulatory organization, that relates to or arises from any matter with which Retiree was involved during his employment with the Company, or that concerns any matter of which Retiree has information or knowledge (collectively, a “Proceeding”). Retiree’s duty of cooperation includes, but is not limited to: (i) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Retiree’s recollection of events; (ii) appearing at the Company’s request, upon reasonable notice, as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Retiree’s knowledge of matters at issue; and (iii) signing at the Company’s reasonable request declarations or affidavits that truthfully state matters of which Retiree has knowledge.

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The Company’s duty of cooperation includes, but is not limited to: (i) providing Retiree and his counsel access to documents, information, witnesses and the Company’s legal counsel as is reasonably necessary to litigate on behalf of Retiree in any Proceeding; and (ii) indemnifying Retiree and his counsel for any and all reasonable costs and expenses, including legal fees in connection with any request for cooperation from the Company as set forth in this paragraph. In addition, Retiree agrees to notify the Company’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business, and the Company agrees to notify Retiree promptly of any requests for information or testimony that it receives relating to Retiree. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed or applied so as to require any Party to violate any confidentiality agreement or understanding with any third party, nor shall it be construed or applied so as to compel any Party to take any action, or omit to take any action, requested or directed by any regulatory or law enforcement authority.

18. No Admission. Retiree and the Company further understand and agree that neither the payment of money nor the execution of the foregoing mutual Releases shall constitute or be construed as an admission of any liability whatsoever by either party.

19. Severability. The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

20. Confidentiality. The terms of this Agreement are intended to be confidential by the Parties. Neither party would enter into this Agreement but for the other’s promise to maintain the confidentiality of the terms of and existence of this Agreement. Neither Retiree nor the Company may not disclose the terms of this Agreement to any person, except as required by applicable law.

21. No Encouragement of Actions Against Either Party. Retiree and the Company agree that except to the extent required by law, neither will assist any person in bringing or pursuing legal action against the other, based on events occurring prior to the Date of this Agreement.

22. No Disparagement/Professional Conduct. Retiree and the Company further agree that neither shall: (a) disparage the other; nor (b) engage in actions contrary to the interests of the other, except as required by applicable law.

23. Choice of Law and Venue. The Parties acknowledge and agree that this Agreement shall be interpreted in accordance with Arizona law. Any actions arising out of or relating to this Agreement or Retiree’s service with the Company shall be filed in either the Superior Court of Arizona for the County of Maricopa, or the Federal District Court for the District of Arizona, unless subject to arbitration, in which case they shall be filed in accordance with the Parties’ arbitration agreement.

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24. Sole and Entire Agreement. Except as otherwise specified herein, this Agreement represents the sole and entire agreement among the Parties and supersedes all prior agreements, negotiations, and discussions between the Parties hereto and/or their respective counsel, excluding any agreements concerning arbitration of disputes, confidentiality, trade secret information, or assignment of intellectual property rights. Any agreement amending or superseding this Agreement must be in writing, signed by duly authorized representatives of the Parties, specifically reference this Agreement; and state the intent of the Parties to amend or supersede this Agreement.

25. Headings. The headings in this Agreement are provided solely for the Parties’ convenience, and are not intended to be part of, nor to affect or alter the interpretation or meaning of this Agreement.

26. Construction of Agreement. Both Parties have been represented by, or had the opportunity to be represented by counsel in connection with this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

27. Counterparts. For the convenience of the Parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

	Insight Enterprises, Inc., a Delaware corporation
Date: 7/8/08	By:	/s/ Richard A. Fennessy
		Rich Fennessy
		Chief Executive Officer
	Retiree
Date: 7/9/08	/s/ Stanley Laybourne
	Stanley Laybourne

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), which shall be effective as of January 12, 2007, is between INSIGHT ENTERPRISES, INC., a Delaware corporation (“Company”), and Catherine Eckstein (“Executive”).

RECITALS

A. Executive is currently employed by Company in the position of Chief Marketing Officer.

B. Company and Executive are parties to an Employment Agreement that was effective July 1, 2004 (the “Original Agreement”).

C. Company and Executive desire to enter into a new employment agreement, the terms and provisions of which are set forth below.

D. Company and Executive desire and intend for this Agreement to supersede and replace the Original Agreement.

In exchange for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERMS OF AGREEMENT.

(a) Initial Term. Executive shall be employed by Company for the duties set forth in Section 2, below, for a one-year term, commencing as of January 12, 2007 and ending on January 11, 2008 (the “Initial Term”), unless sooner terminated in accordance with the provisions of this Agreement.

(b) Renewal Term; Employment Period Defined. On each successive day after the commencement of the Initial Term, without further action on the part of Company or Executive, this Agreement shall be automatically renewed for a new one-year term dated effective and beginning upon each such successive day (a “Renewal Term”); provided, however, that Company may notify Executive, or Executive may notify Company, at any time, that there shall be no renewal of this Agreement, and in the event of such notice, the Agreement shall immediately cease to renew and shall terminate naturally at the end of the then current Renewal Term. No severance or other post-termination compensation will be due or payable in the event of a termination resulting from non-renewal. The period of time commencing as of the date hereof and ending on the effective date of the termination of employment of Executive under this or any successor Agreement shall be referred to as the “Employment Period.”

2. POSITION AND DUTIES.

(a) Job Duties. Company does hereby employ, engage and hire Executive as Chief Marketing Officer, and Executive does hereby accept and agree to such employment, engagement, and hiring. Executive’s duties and authority during the Employment Period shall be such executive and managerial duties as the Chief Executive Officer of Company, or Chief Executive Officer’s designee, shall reasonably determine. Executive will devote full time on behalf of Company, or such lesser amount of time as the Chief Executive Officer, or Chief Executive Officer’s designee, may determine, reasonable absences because of illness, personal and family exigencies excepted.

(b) Best Efforts. Executive agrees that at all times during the Employment Period Executive will faithfully, and to the best of Executive’s ability, experience and talents, perform the duties that may be required of and from Executive and fulfill Executive’s responsibilities hereunder pursuant to the express terms hereof. Executive’s participation as an officer, director, consultant or employee of any entity (other than Company) must be disclosed to the Company and the Board of Directors of Company. Additionally, Executive shall disclose to the Company and the Board of Directors of Company any interest in a company that is engaged in a Competing Business as defined in Section 10, below, unless such interest constitutes less than 1% of the issued and outstanding equity of such company.

(c) Section 16. If, at the time Executive’s employment is terminated for any reason, Executive is a person designated to file pursuant to Section 16 under the Securities Exchange Act of 1934, Executive will provide to Company a written representation in a form acceptable to Company that all reportable pre-termination securities transactions relating to Executive have been reported.

3. COMPENSATION.

(a) Base Salary. Company shall pay Executive a “Base Salary” in consideration for Executive’s services to Company, payable as nearly as possible in equal semi-monthly installments or in such other installments as are customary from time to time for Company’s executives. The Base Salary may be adjusted from time to time in accordance with the procedures established by Company for salary adjustments for executives, provided that the Base Salary shall not be reduced.

(b) Incentive Compensation. Executive shall be eligible for an incentive bonus pursuant to one or more incentive compensation plans established by the Company from time to time (each, an “Incentive Compensation Plan”). The amount of such incentive bonus, if any, shall be based on the extent to which Executive or Company, or any combination of Executive, Company and Company’s direct and indirect subsidiaries, achieve objectives set forth in the Incentive Compensation Plan, or Incentive Compensation Plans, for the relevant time period. For purposes of this Agreement, Incentive Compensation Plan, and Incentive Compensation Plans, does not include any employee benefit, stock option, restricted stock or other equity-based plan, and the benefits under such plans shall be governed by their respective plan documents.

(c) Incentive and Benefit Plans. Executive will be entitled to participate in those benefit plans generally provided for Company’s executives in the same or a similar tier of management, in accordance with the terms of such benefit plans. Additionally, Executive shall be entitled to participate in any other benefit plans made available generally to employees of Company from time to time, including but not limited to, any savings plan, life insurance plan and health insurance plan, all subject to any restrictions specified in, or amendments made to, such plans.

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4. BUSINESS EXPENSES.

Company will reimburse Executive for any and all necessary, customary and usual expenses which are incurred by Executive on behalf of Company, provided Executive provides Company with receipts to substantiate the business expense in accordance with Company’s policies or otherwise reasonably justifies the expense to Company.

5. DEATH OR DISABILITY.

(a) Death. This Agreement shall terminate upon Executive’s death, but Executive’s estate shall be entitled to receive the Base Salary for ninety (90) days following the date of Executive’s death. Company shall also pay to Executive’s estate (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated portion of any incentive compensation to which Executive would have been entitled (had Executive not died) for the quarter in which Executive died and (ii) the amount of incentive compensation for the last completed quarter prior to the date of Executive’s death, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which the Executive died, each to be calculated as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

(b) Disability. This Agreement shall also terminate in the event of Executive’s “Disability.” For purposes of this Agreement, “Disability” means the inability of Executive to perform Executive’s essential job duties, with or without a reasonable accomodation, for a period of thirty (30) consecutive days or for sixty (60) days within any period of one-hundred and eighty (180) days due to a physical or mental injury or illness that occurs while Executive is actively employed by Company. Any dispute concerning whether Disability has occurred will be determined by a physician selected by Company. If this Agreement is terminated due to Executive’s Disability, Executive shall receive the Base Salary for ninety (90) days following the date of termination and (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated portion of any incentive compensation to which Executive would have been entitled (had termination not occurred) for the quarter in which this Agreement is terminated due to Executive’s disability and (ii) the amount of incentive compensation for the last completed quarter prior to the date of termination, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which termination occurs, each to be calculated as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

6. TERMINATION BY COMPANY.

(a) Termination for Cause. Company may terminate this Agreement at any time during the Initial Term or any Renewal Terms for “Cause” upon written notice to Executive. If Company terminates this Agreement for “Cause,” Executive’s Base Salary shall immediately cease, and Executive shall not be entitled to severance payments, incentive compensation payments or any other payments or benefits pursuant to this Agreement, except for any vested rights pursuant to any benefit plans in which Executive participates and any accrued compensation, accrued and unused vacation pay and similar items.

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For purposes of this Agreement, the term “Cause” shall mean the termination of Executive’s employment by Company for one or more of the following reasons: (1) the misappropriation (or attempted misappropriation) of any of Company’s funds or property; (2) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or misdemeanor which involves moral turpitude or a fraudulent act; (3) willful or repeated neglect of duties (after notice and an opportunity to cure); (4) acts of material dishonesty, disloyalty or insubordination toward Company; (5) violation of Company’s Values or any material policy with respect to Company’s business or operations; (6) significant and repeated deficiencies with respect to performance objectives assigned by the Chief Executive Officer of Company (after notice and opportunity to cure); (7) insolvency of Company; or (8) Executive’s material breach of this Agreement. If Executive is terminated for Cause, Company shall be obligated to pay Executive only the Base Salary (from Section 3(a)) and benefits (from Section 4) due to Executive through the termination date, and Executive will not be entitled to, nor will Executive receive, any type of severance payment.

(b) Termination Without Cause. Company also may terminate Executive’s employment at any time during the Initial Term or any Renewal Term without Cause. Company may, at its discretion, place Executive on a paid administrative leave prior to the actual date of termination set by Company. During the administrative leave, Company may bar Executive’s access to Company’s offices or facilities if reasonably necessary to the smooth operation of Company, or may provide Executive with access subject to such reasonable terms and conditions as Company chooses to impose.

(c) Continued Compensation. Should Executive’s employment by Company be terminated without Cause, Executive shall receive as a lump sum within three (3) business days (or sooner if required by law) following such termination the total amount of Executive’s base salary for the remainder of the Initial Term or current Renewal Term. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection, and the compensation shall not be reduced or offset by other income, payments or profits received by Executive from any source.

(d) Incentive Compensation. If Executive is terminated for Cause, Executive shall not be entitled to receive any incentive compensation payments for the quarter in which Executive’s employment is terminated or for any other periods. If Executive is terminated without Cause, Executive shall receive, in a lump sum, an amount equal to (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the termination takes place and (ii) four times Executive’s bonus for the last completed quarter, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which the termination takes place (as so calculated, the “Incentive Severance Compensation”), each to be paid as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection, and the compensation shall not be reduced or offset by other income, payments or profits received by Executive from any source.

(e) Other Plans. Except to the extent specified in this Section 6 and as provided in this Subsection (e), termination of this Agreement shall not affect Executive’s participation in, distributions from, and vested rights under any employee benefit, stock option, restricted stock or other equity-based plan of, or maintained by or for, Company, which benefits will be governed by the terms of those respective plans, in the event of Executive’s termination of employment.

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7. TERMINATION BY EXECUTIVE.

(a) General. Executive may terminate this Agreement at any time, with or without “Good Reason” by providing Company with thirty (30) days advance written notice. Company may, at its discretion, place Executive on a paid administrative leave during all or any part of any such notice period. During the administrative leave, Company may bar Executive’s access to Company’s offices or facilities if reasonably necessary to the smooth operation of Company, or may provide Executive with access subject to such reasonable terms and conditions as Company chooses to impose.

(b) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean and include each of the following (unless Executive has expressly agreed to such event in a signed writing): (1) assignment of Executive to a position that is not substantially executive in nature; (2) any material act or acts of dishonesty by Company directed toward or affecting Executive; (3) any illegal act or instruction directly affecting Executive by Company, which is not withdrawn after the Company is notified of the illegality by Executive; or (4) Company’s material breach of this Agreement (after notice and an opportunity to cure).

(c) Effect of Good Reason Termination. If Executive terminates this Agreement for Good Reason (as defined in Section 7(b)), it shall for all purposes be treated as a termination by Company without Cause.

(d) Effect of Termination without Good Reason. If Executive terminates this Agreement without Good Reason, while the termination shall not be characterized as a termination for Cause, it shall for all purposes, result in the same compensation as a termination for Cause.

8. CHANGE IN CONTROL OF COMPANY.

(a) Continued Eligibility to Receive Benefits. Company considers the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Company and its shareholders. In furtherance of such goal and in further consideration of Executive’s continued employment with Company, if a Change in Control occurs, Executive shall be entitled to a lump-sum severance benefit provided in subparagraph (b) of this Section 8 if, prior to the expiration of twelve (12) months after the Change in Control, Executive notifies Company of Executive’s intent to terminate employment with Company for Good Reason or Company terminates Executive’s employment without Cause. If Executive triggers the application of this Section by terminating employment for Good Reason, Executive must do so within sixty (60) days following Executive’s receipt of notice of the occurrence of the last event that constitutes Good Reason. The full severance benefits provided by this Section shall be payable regardless of the period remaining until the expiration of the Agreement without renewal.

(b) Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof, Company will provide Executive with Executive’s Base Salary for the remainder of the Initial Term or current Renewal Term plus the Incentive Severance Compensation, to be paid as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

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Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection. If Executive is entitled to receive the payments called for by this Section 8(b), Executive’s right to receive the compensation provided by Section 6(c) or 7(c) shall be reduced to the extent of such payments.

(c) Change in Control Defined. For purposes of this Agreement, a “Change in Control” means any one or more of the following events:

(1) a change of control of the Company through a transaction or series of transactions, such that any person (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“1934 Act”)), excluding affiliates of the Company as of the Effective Date, is or becomes the beneficial owner (as that term is used in Section 13(d) of the 1934 Act) directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(2) any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of stock immediately before the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger;

(3) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(4) substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Company is a member at the Relevant Date.

(d) Notice of Termination by Executive. Any termination by Executive under this Section 8 shall be communicated by written notice to Company, which notice shall set forth generally the facts and circumstances claimed to provide a basis for such termination.

(e) Employment by Successor. For purposes of this Agreement, employment by a successor of Company or a successor of any subsidiary of Company that has assumed this Agreement shall be considered to be employment by Company or one of its subsidiaries. As a result, if Executive is employed by such a successor following a Change in Control, Executive will not be entitled to receive the benefits provided by Section 8 unless Executive’s employment with the successor is subsequently terminated without Cause within twelve months following the Change in Control or Executive terminates employment for Good Reason.

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9. CONFIDENTIALITY.

Because of Executive’s knowledge of and participation in executive issues and decisions as a result of Executive’s present and former executive positions, for purposes of Sections 9 and 10 of this Agreement, “Company” shall be interpreted to include Company and all of its direct and indirect subsidiaries.

Executive covenants and agrees to hold in strictest confidence, and not disclose to any person, firm or company, without the express written consent of Company, any and all of Company’s confidential data, including but not limited to information and documents concerning Company’s business, clients, and suppliers, market methods, files, trade secrets, or other “know-how” or techniques or information not of a published nature or generally known (for the duration they are not published or generally known) which shall come into Executive’s possession, knowledge, or custody concerning the business of Company, except as such disclosure may be required by law or in connection with Executive’s employment hereunder or except as such matters may have been known to Executive at the time of Executive’s employment by Company. This covenant and agreement of Executive shall survive this Agreement and continue to be binding upon Executive after the expiration or termination of this Agreement, whether by passage of time or otherwise so long as such information and data shall be treated as confidential by Company.

10. RESTRICTIVE COVENANTS.

(a) Covenant not to Compete. In consideration of Company’s agreements contained herein and the payments to be made by it to Executive pursuant hereto, Executive agrees that, for a period of time equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for six months) following the termination of Executive’s employment for any reason and so long as Company is continuously not in material default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, covenant, or obligation, Executive will not, without prior written consent of Company, consult with or act as an advisor to another company about activity which is a “Competing Business” of such company in the Restricted Territory, as defined below. For purposes of this Agreement, Executive shall be deemed to be engaged in a “Competing Business” if, in any capacity, including proprietor, shareholder, partner, officer, director or employee, Executive engages or participates, directly or indirectly, in the operation, ownership or management of the activity of any proprietorship, partnership, company or other business entity which activity is competitive with the then actual business in which Company and/or its operating subidiaries and affiliates are engaged on the date of, or any business contemplated by such entities’ business plans in effect on the date of notice of, Executive’s termination of employment. Nothing in this subparagraph is intended to limit Executive’s ability to own equity in a public company constituting less than one percent (1%) of the outstanding equity of such company, when Executive is not actively engaged in the management thereof.

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(b) Non-Solicitation. Executive recognizes that Company’s clients are valuable and proprietary resources of Company. Accordingly, Executive agrees that for a period of time following the termination of Executive’s employment for any reason equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for six months), and only so long as Company is continuously not in material default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, covenant, or obligation, Executive will not directly or indirectly, through Executive’s own efforts or through the efforts of another person or entity, solicit business in the Restricted Territory for or in connection with any Competing Business from any individual or entity which obtained products or services from Company at any time during Executive’s employment with Company, Executive will not solicit business for or in connection with a Competing Business from any individual or entity which may have been solicited by Executive on behalf of Company, and Executive will not solicit, hire or engage employees of Company who would have the skills and knowledge necessary to enable or assist efforts by Executive to engage in a Competing Business.

(c) Restricted Territory. Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories, and will be compensated for performing this work on behalf of Company.

Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Exectutive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

(d) Remedies: Reasonableness. Executive acknowledges and agrees that a breach by Executive of the provisions of this Section 10 will constitute such damage as will be irreparable and the exact amount of which will be impossible to ascertain and, for that reason, agrees that Company will be entitled to an injunction to be issued by any court of competent jurisdiction restraining and enjoining Executive from violating the provisions of this Section. The right to an injunction shall be in addition to and not in lieu of any other remedy available to Company for such breach or threatened breach, including the recovery of damages from Executive.

Executive expressly acknowledges and agrees that: (1) the Restrictive Covenants contained herein are reasonable as to time and geographical area and do not place any unreasonable burden upon Executive; (2) the general public will not be harmed as a result of enforcement of these Restrictive Covenants; and (3) Executive understands and hereby agrees to each and every term and condition of the Restrictive Covenants set forth in this Agreement.

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Executive also expressly acknowledges and agrees that Executive’s covenants and agreements in this Section 10 shall survive this Agreement and continue to be binding upon Executive after the expiration or termination of this Agreement, whether by passage of time or otherwise.

11. BENEFIT AND BINDING EFFECT.

This Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, including but not limited to any company, person, or other entity which may acquire all or substantially all of the assets and business of Company or any company with or into which Company may be consolidated or merged, and Executive, Executive’s heirs, executors, administrators, and legal representatives, provided that the obligations of Executive may not be delegated.

12. FREEDOM FROM RESTRICTIONS.

Executive represents and warrants that Executive has not entered into any agreement, whether express, implied, oral, or written, that poses an impediment to Executive’s employment by Company including Executive’s compliance with the terms of this Agreement. In particular, Executive is not subject to a valid, preexisting non-competition agreement which prohibits Executive from fulfilling Executive’s job duties as set forth in Section 2(a) of this Agreement, and no restrictions or limitations exist respecting Executive’s ability to perform fully Executive’s obligations to Company, including Executive’s compliance with the terms of this Agreement.

13. THIRD-PARTY TRADE SECRETS.

During the term of this Agreement, Executive agrees not to copy, refer to, or in any way use, information that is proprietary to any third party (including any previous employer). Executive represents and warrants that Executive has not improperly taken any documents, listings, hardware, software, discs, or any other tangible medium that embodies proprietary information from any third party, and that Executive does not intend to copy, refer to, or in any way use, information that is proprietary to any third party in performing duties for Company.

14. NOTICES.

All notices hereunder shall be in writing and delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested:

If to Company, to:	Insight Enterprises, Inc.
	Attn: Chief Executive Officer
	1305 W. Auto Drive
	Tempe, Arizona 85284
With a copy to:	Insight Enterprises, Inc.
	Attn: Legal Department
	1305 West Auto Drive
	Tempe, Arizona 85284
If to Executive, to:	Catherine Eckstein
	13026 East Saddlehorn Trail
	Scottsdale, Arizona 85259

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Either party may change the address to which notices are to be sent to it by giving ten (10) days written notice of such change of address to the other party in the manner above provided for giving notice. Notices will be considered delivered on personal delivery or on the date of deposit in the United States mail in the manner provided for giving notice by mail.

15. NONDELEGABILITY OF EXECUTIVE’S RIGHTS AND COMPANY ASSIGNMENT RIGHTS.

The obligations, rights and benefits of Executive hereunder are personal and may not be delegated, assigned or transferred in any manner whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation, assignment or transfer. Upon reasonable notice to Executive, Company may transfer Executive to an affiliate of Company, which affiliate shall assume the obligations of Company under this Agreement. This Agreement shall be assigned automatically to any entity merging with or acquiring Company or its business.

16. SEVERABILITY.

If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect, and either (1) the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable or (2) if such a modification is not possible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.

17. ARBITRATION.

The parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, or Executive’s employment or compensation, shall be subject to binding arbitration in Maricopa County, Arizona, before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, or by a judge to be mutually agreed upon. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties agree that if Company initiates the arbitral proceedings, it shall advance the costs of the arbitration. If Executive initiates the arbitral proceedings, Executive shall pay the lesser of $200.00 or the initial filing fee Executive would have had to pay if Executive had initiated the case in Maricopa County courts. Company shall advance the remaining arbitration costs. The prevailing party in any arbitration shall be awarded its reasonable attorney’s fees and costs.

18. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.

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19. ENTIRE AGREEMENT.

The entire understanding and agreement between the parties has been incorporated into this Agreement, and this Agreement supersedes all other agreements and understandings between Executive and Company with respect to the relationship of Executive with Company, except with respect to other continuing or future stock option, health, benefit and similar plans or agreements.

20. GOVERNING LAW.

This Agreement and Executive’s employment shall be governed in all respects by the laws of the State of Arizona as governs transactions occurring entirely within Arizona among Arizona residents, except as preempted by Federal Law.

21. DEFINITIONS.

Throughout this Agreement, certain defined terms will be identified by the capitalization of the first letter of the defined word or the first letter of each substantive word in a defined phrase. Whenever used, these terms will be given the indicated meaning.

22. TERMINATION OF EMPLOYMENT.

The termination of this Agreement by either party also shall result in the termination of Executive’s employment relationship with Company in the absence of an express written agreement providing to the contrary. Neither party intends that any oral employment relationship continue after the termination of this Agreement.

23. TIME IS OF THE ESSENCE.

Company and Executive agree that time is of the essence with respect to the duties and performance of the covenants and promises of this Agreement.

24. CONSTRUCTION.

This Agreement is the result of negotiation between Company and Executive and both have had the opportunity to have this Agreement reviewed by their legal counsel and other advisors. Accordingly, this Agreement shall not be construed for or against Company or Executive, regardless of which party drafted the provision at issue. The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either party. The Section headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement in any way. Whenever the words “include,” “includes,” or “including” are used in the Agreement, they shall be deemed to be followed by the words “without limitation.

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Company: Insight Enterprises, Inc., a Delaware corporation
By:	/s/ Rich Fennessy
	Name:	Rich Fennessy
	Title:	Chief Executive Officer
Executive:
/s/ Catherine Eckstein
Catherine Eckstein

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EX-10.3

Exhibit 10.3

RELEASE AND SEVERANCE AGREEMENT

The parties to this Release and Severance Agreement (the “Agreement”) are Catherine Eckstein (“Employee”) and Insight Enterprises, Inc. (the “Company”).

RECITALS

A. Employee’s employment by Company commenced on July 1, 2004 and terminates on July 18, 2008.

B. Company is terminating Employee’s employment effective July 18, 2008.

C. The parties hereto wish to settle and compromise fully and finally any and all claims arising between them including, but not limited to, those arising out of Employee’s employment and the termination of that employment, on the terms and conditions set forth herein.

D. Employee represents that Employee is forty (40) years of age or older.

E. Employee acknowledges receipt of disclosures regarding eligibility for and the ages and job titles of individuals who were and were not selected for this program.

AGREEMENTS

In consideration of the mutual promises in this Agreement, it is agreed as follows:

1. Termination. Employee agrees that Employee’s employment with the Company terminates on July 18, 2008.

2. Recitals. The parties hereby acknowledge the correctness and accuracy of the foregoing recitals.

3. Payment and Other Benefits. Under the terms of Employee’s Employment Agreement with the Company, including section 6, Employee is entitled to receive a severance payment in the event her employment is involuntarily terminated. In the absence of this Agreement, the provisions of Employee’s Employment Agreement would need to be amended by December 31, 2008 to either comply with Section 409A of the Internal Revenue Code (the “Code”) or qualify for an exception to the requirements of Section 409A. Effective immediately, Section 6(c) and Section 6(d) of the Employment Agreement are amended, restated and replaced by the provisions of this Section 3. The provisions of this Section 3, like the provisions of Section 6(c) and Section 6(d) of the Employment Agreement, are intended to fit within the short-term deferral exception to Section 409A as described in Treas. Reg. § 1.409A-1(b)(4).

(a) Within ninety (90) days of the receipt of this signed Agreement and expiration of the revocation period referenced in Section 7 of this Agreement, the Company will tender to Employee a check for severance pay in the amount of $295,000 (gross, less required and authorized withholdings).

(b) Within ninety (90) days of the receipt of this signed Agreement and expiration of the revocation period referenced in Section 7 of this Agreement, and as further consideration, Company will pay Employee one times the annual target compensation as identified under the 2008 Executive Incentive Compensation Plan (the “IC Plan”). Identified annual target compensation is equal to $205,000 (gross, less required and authorized withholdings).

(c) Employee shall also be eligible for outplacement assistance for a period of up to six (6) months with Lee Hecht Harrison. To receive outplacement assistance, Employee must contact Lee Hecht Harrison and begin using such assistance within sixty (60) days of termination. The Company’s provision of outplacement assistance under this Section 3(c) also may be subject to Section 409A of the Code. The Company intends that the Company’s payment for outplacement services pursuant to this Section 3(c) will comply with the exception to Section 409A for reimbursements and certain other separation payments described in Treas. Reg. § 1.409A-1(b)(9)(v). Accordingly, Employee will not incur any expenses in connection with the outplacement services after the expiration of the six (6) month period described in this Section 3(c) and all reimbursements for such expenses will be made before December 31, 2009.

4. Acknowledgement of Consideration. Employee understands and agrees that Employee is receiving the payment and benefits described in Section 3 in exchange for this Agreement and that the payments and benefits called for by Section 3 exceed those Employee would be entitled to receive in the absence of this Agreement. The Company will pay Employee wages and accrued and untaken vacation pay through Employee’s last day of employment without regard to whether Employee executes this Agreement. Employee acknowledges that she is receiving benefits under this Agreement and Employee hereby waives any and all benefits which may be due pursuant to Employee’s Employment Agreement.

5. Release, Representations and Acknowledgments.

(a) Employee understands and agrees that whenever the term “Insight” is used in this Agreement, it refers to the Company and its parent, subsidiaries and affiliates, and the officers, directors, shareholders, agents, predecessors, successors, assigns, and current and past employees of each and all of the foregoing (“Insight”). Employee, for herself and, as applicable, Employee’s respective agents, attorneys, successors, and assigns, hereby fully, forever, irrevocably, and unconditionally releases Insight from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, which Employee may have against Insight, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to execution of this Agreement.

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Without limiting the foregoing, this release includes any and all claims arising out of or which could arise out of the employment relationship between Employee and Insight and the termination of that employment, including but not limited to: (i) any and all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the Arizona Civil Rights Act, other state and local civil rights laws, Arizona wage payment laws and any similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Insight; and (iii) any other provision or theory of law. This release may be pled as a complete bar and defense to any claim brought by Employee with respect to the matters released in this Agreement. This release does not waive claims that may arise after the date this Agreement is signed.

(b) Employee acknowledges and agrees that the consideration Employee is receiving under this Agreement is sufficient consideration to support the release of all entities identified in this section 5, and that said consideration (other than wages and accrued and untaken vacation pay) is in addition to anything of value to which Employee is already entitled.

(c) Employee acknowledges and agrees that Employee is not aware of any facts or circumstances that could be the basis for a valid claim or charge of discrimination or harassment against Insight. Employee represents and warrants that there are no administrative charges with government agencies known to Employee pending against Insight. Employee agrees that Employee has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of Employee’s employment or the termination of that employment.

(d) Employee acknowledges and agrees that Employee has been granted any FMLA leave to which Employee was entitled and has not been subjected to any discrimination or retaliation for using FMLA leave.

(e) Employee acknowledges and agrees that Employee has received all monies owed Employee for Employee’s employment with Insight and has not been subjected to any discrimination or retaliation for raising any issues regarding compensation issues.

6. Review. Employee acknowledges receipt of this Agreement on Employee’s last day of employment with the Company and has been advised that she has up to forty-five (45) calendar days from Employee’s last day of Employment to execute and return the Agreement to the Company. Employee shall not execute the agreement prior to the last day of employment and any execution prior to such date shall not be valid until the last day of employment. To accept the offer in this Agreement, Employee must sign and return the Agreement to the Company, within the forty-five (45) day period, at the following address: Insight, 6820 South Harl Avenue, Tempe, AZ 85823 Attention: Gary Glandon.

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7. Revocation. Employee may revoke this Agreement for a period of seven (7) days after Employee signs it. Employee agrees that if Employee elects to revoke this Agreement, Employee will notify Gary Glandon at the Company (at the above address) in writing on or before the expiration of the revocation period. Receipt by the Company of proper and timely notice of revocation from Employee cancels and voids this Agreement. Provided that Employee does not provide a notice of revocation, this Agreement will become effective upon expiration of the revocation period.

8. Return of Company Property. Employee represents that Employee has made a diligent search and has already returned to the Company all Company documents (in electronic, paper or any other form as well as all copies thereof) and other Company property that Employee has had in Employee’s possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property including, but not limited to, computers, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company. Employee agrees to make a diligent search for all such Company property and to return any property not previously returned to the Company within five (5) days of execution of this Agreement. Employee further agrees to provide to the Company, within five (5) days of execution of this Agreement, with a computer-useable copy of any Company confidential or proprietary data, materials or information received, stored, reviewed, prepared or transmitted on any personal computer, server, or e-mail system, to the extent the same may be retrieved from such computers, servers and e-mail system, and, then, to delete such Company confidential or proprietary information from those computers, servers and e-mail systems. The Company agrees to allow the Employee to retain the laptop computer assigned to her after a review by the Company and deletion of Company related material by the Company’s internal IT department. The Company will also permit the Employee to retain her Blackberry device and agrees to cooperate with the employee in porting the Employee’s Blackberry phone number to an account for which the Employee, and not the Company, is responsible.

9. Confidentiality. Employee agrees that Employee will keep the terms and fact of this Agreement confidential. Employee will not disclose the existence of this Agreement or any of its terms to anyone except Employee’s attorneys or accountants, unless required by law.

10. Fees and Costs. In the event of any litigation arising under this Agreement, the parties agree that the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

11. Severability. Should any provision in this Agreement be declared or determined to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected and the illegal or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

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12. Acknowledgement. Employee acknowledges that Employee is herein being advised to consult with an attorney prior to executing this Agreement. Employee represents and agrees that Employee has read and fully understands all of the provisions of this Agreement, and that Employee is voluntarily entering into this Agreement with a full and complete understanding of all of its terms. Employee further acknowledges and agrees that Employee has been provided with statistical data on the persons eligible for the benefits being offered to Employee.

13. Integration. This Agreement constitutes the entire agreement between the parties, supersedes all oral negotiations and any prior and other writings with respect to the subject matter of this Agreement and is intended by the parties as the final, complete and exclusive statement of the terms agreed to by them. NOTWITHSTANDING THE FOREGOING, Employee acknowledges and agrees that this Agreement does not limit, modify, amend, or supersede, in any way, Employee’s obligations to abide by any agreement Employee signed with the Insight regarding the treatment of confidential or proprietary information of Insight and/or containing any restrictive covenants.

14. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

15. Amendment. This Agreement shall be binding upon the parties and may not be abandoned, supplemented, changed, or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by the parties.

16. Successors and Assigns. This Agreement is and shall be binding upon and inure to the benefit of the heirs, executors, successors and assigns of each of the parties.

17. Non-Admission. This Agreement shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to Employee, and the Company specifically denies the commission of any wrongful acts against Employee. Employee acknowledges that Employee has not suffered any wrongful treatment by the Company.

Insight Enterprises, Inc.:	Employee:
By:
/s/ Gary M. Glandon	/s/ Catherine W. Eckstein
Name	Employee Name
Chief People Officer
Title
8/1/08	7/31/08
Date	Date

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), which shall be effective as of January 12, 2007, is between Insight Enterprises, Inc., a Delaware corporation (“Company”), and Gary M. Glandon (“Executive”).

RECITALS

A.	Executive is currently employed by Company in the position of Chief People Officer.
B.	Company and Executive are parties to an Employment Agreement that was effective February 21, 2005 (the “Original Agreement”).
C.	Company and Executive desire to enter into a new employment agreement, the terms and provisions of which are set forth below.
D.	Company and Executive desire and intend for this Agreement to supersede and replace the Original Agreement.

In exchange for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERMS OF AGREEMENT.

(a) Initial Term. Executive shall be employed by Company for the duties set forth in Section 2, below, for a one-year term, commencing as of January 12, 2007 and ending on January 11, 2008 (the “Initial Term”), unless sooner terminated in accordance with the provisions of this Agreement.

(b) Renewal Term; Employment Period Defined. On each successive day after the commencement of the Initial Term, without further action on the part of Company or Executive, this Agreement shall be automatically renewed for a new one-year term dated effective and beginning upon each such successive day (a “Renewal Term”); provided, however, that Company may notify Executive, or Executive may notify Company, at any time, that there shall be no renewal of this Agreement, and in the event of such notice, the Agreement shall immediately cease to renew and shall terminate naturally at the end of the then current Renewal Term. No severance or other post-termination compensation will be due or payable in the event of a termination resulting from non-renewal. The period of time commencing as of the date hereof and ending on the effective date of the termination of employment of Executive under this or any successor Agreement shall be referred to as the “Employment Period.”

2. POSITION AND DUTIES.

(a) Job Duties. Company does hereby employ, engage and hire Executive as its Chief People Officer, and Executive does hereby accept and agree to such employment, engagement, and hiring. Executive’s duties and authority during the Employment Period shall be such executive and managerial duties as the Chief Executive Officer of Company, or Chief Executive Officer’s designee, shall reasonably determine. Executive will devote full time on behalf of Company, or such lesser amount of time as the Chief Executive Officer, or Chief Executive Officer’s designee, may determine, reasonable absences because of illness, personal and family exigencies excepted.

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(b) Best Efforts. Executive agrees that at all times during the Employment Period Executive will faithfully, and to the best of Executive’s ability, experience and talents, perform the duties that may be required of and from Executive and fulfill Executive’s responsibilities hereunder pursuant to the express terms hereof. Executive’s participation as an officer, director, consultant or employee of any entity (other than Company) must be disclosed to the Company and the Board of Directors of Company. Additionally, Executive shall disclose to the Company and the Board of Directors of Company any interest in a company that is engaged in a Competing Business as defined in Section 10, below, unless such interest constitutes less than 1% of the issued and outstanding equity of such company.

(c) Section 16. If, at the time Executive’s employment is terminated for any reason, Executive is a person designated to file pursuant to Section 16 under the Securities Exchange Act of 1934, Executive will provide to Company a written representation in a form acceptable to Company that all reportable pre-termination securities transactions relating to Executive have been reported.

3. COMPENSATION.

(a) Base Salary. Company shall pay Executive a “Base Salary” in consideration for Executive’s services to Company, payable as nearly as possible in equal semi-monthly installments or in such other installments as are customary from time to time for Company’s executives. The Base Salary may be adjusted from time to time in accordance with the procedures established by Company for salary adjustments for executives, provided that the Base Salary shall not be reduced.

(b) Incentive Compensation. Executive shall be eligible for an incentive bonus pursuant to one or more incentive compensation plans established by the Company from time to time (each, an “Incentive Compensation Plan”). The amount of such incentive bonus, if any, shall be based on the extent to which Executive or Company, or any combination of Executive, Company and Company’s direct and indirect subsidiaries, achieve objectives set forth in the Incentive Compensation Plan, or Incentive Compensation Plans, for the relevant time period. For purposes of this Agreement, Incentive Compensation Plan, and Incentive Compensation Plans, does not include any employee benefit, stock option, restricted stock or other equity-based plan, and the benefits under such plans shall be governed by their respective plan documents.

(c) Incentive and Benefit Plans. Executive will be entitled to participate in those benefit plans generally provided for Company’s executives in the same or a similar tier of management, in accordance with the terms of such benefit plans. Additionally, Executive shall be entitled to participate in any other benefit plans made available generally to employees of Company from time to time, including but not limited to, any savings plan, life insurance plan and health insurance plan, all subject to any restrictions specified in, or amendments made to, such plans.

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4. BUSINESS EXPENSES.

Company will reimburse Executive for any and all necessary, customary and usual expenses which are incurred by Executive on behalf of Company, provided Executive provides Company with receipts to substantiate the business expense in accordance with Company’s policies or otherwise reasonably justifies the expense to Company.

5. DEATH OR DISABILITY.

(a) Death. This Agreement shall terminate upon Executive’s death, but Executive’s estate shall be entitled to receive the Base Salary for ninety (90) days following the date of Executive’s death. Company shall also pay to Executive’s estate (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated portion of any incentive compensation to which Executive would have been entitled (had Executive not died) for the quarter in which Executive died and (ii) the amount of incentive compensation for the last completed quarter prior to the date of Executive’s death, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which the Executive died, each to be calculated as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

(b) Disability. This Agreement shall also terminate in the event of Executive’s “Disability.” For purposes of this Agreement, “Disability” means the inability of Executive to perform Executive’s essential job duties, with or without a reasonable accomodation, for a period of thirty (30) consecutive days or for sixty (60) days within any period of one-hundred and eighty (180) days due to a physical or mental injury or illness that occurs while Executive is actively employed by Company. Any dispute concerning whether Disability has occurred will be determined by a physician selected by Company. If this Agreement is terminated due to Executive’s Disability, Executive shall receive the Base Salary for ninety (90) days following the date of termination and (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated portion of any incentive compensation to which Executive would have been entitled (had termination not occurred) for the quarter in which this Agreement is terminated due to Executive’s disability and (ii) the amount of incentive compensation for the last completed quarter prior to the date of termination, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which termination occurs, each to be calculated as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

6. TERMINATION BY COMPANY.

(a) Termination for Cause. Company may terminate this Agreement at any time during the Initial Term or any Renewal Term for “Cause” upon written notice to Executive. If Company terminates this Agreement for “Cause,” Executive’s Base Salary shall immediately cease, and Executive shall not be entitled to severance payments, incentive compensation payments or any other payments or benefits pursuant to this Agreement, except for any vested rights pursuant to any benefit plans in which Executive participates and any accrued compensation, accrued and unused vacation pay and similar items. For purposes of this Agreement, the term “Cause” shall mean the termination of Executive’s employment by Company for one or more of the following reasons: (1) the misappropriation (or attempted misappropriation) of any of Company’s funds or property; (2) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or misdemeanor which involves moral turpitude or a fraudulent act; (3) willful or repeated neglect of duties (after notice and an opportunity to cure); (4) acts of material dishonesty, disloyalty or insubordination toward Company; (5) violation of Company’s Values or any material policy with respect to Company’s business or operations; (6) significant and repeated deficiencies with respect to performance objectives assigned by the Chief Executive Officer of Company (after notice and opportunity to cure); (7) insolvency of Company; or (8) Executive’s material breach of this Agreement. If Executive is terminated for Cause, Company shall be obligated to pay Executive only the Base Salary (from Section 3(a)) and benefits (from Section 4) due to Executive through the termination date, and Executive will not be entitled to, nor will Executive receive, any type of severance payment.

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(b) Termination Without Cause. Company also may terminate Executive’s employment at any time during the Initial Term or any Renewal Term without Cause. Company may, at its discretion, place Executive on a paid administrative leave prior to the actual date of termination set by Company. During the administrative leave, Company may bar Executive’s access to Company’s offices or facilities if reasonably necessary to the smooth operation of Company, or may provide Executive with access subject to such reasonable terms and conditions as Company chooses to impose.

(c) Continued Compensation. Should Executive’s employment by Company be terminated without Cause, Executive shall receive as a lump sum within three (3) business days (or sooner if required by law) following such termination the total amount of Executive’s base salary for the remainder of the Initial Term or current Renewal Term. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection, and the compensation shall not be reduced or offset by other income, payments or profits received by Executive from any source.

(d) Incentive Compensation. If Executive is terminated for Cause, Executive shall not be entitled to receive any incentive compensation payments for the quarter in which Executive’s employment is terminated or for any other periods. If Executive is terminated without Cause, Executive shall receive, in a lump sum, an amount equal to (1) with respect to any Incentive Compensation Plan with quarterly objectives, the sum of (i) a prorated bonus for the quarter in which the termination takes place and (ii) four times Executive’s bonus for the last completed quarter, plus (2) with respect to any Incentive Compensation Plan with annual objectives, a prorated bonus for the year in which the termination takes place (as so calculated, the “Incentive Severance Compensation”), each to be paid as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount. Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection, and the compensation shall not be reduced or offset by other income, payments or profits received by Executive from any source.

(e) Other Plans. Except to the extent specified in this Section 6 and as provided in this Subsection (e), termination of this Agreement shall not affect Executive’s participation in, distributions from, and vested rights under, any employee benefit, stock option, restricted stock or other equity-based plan of, or maintained by or for, Company, which benefits will be governed by the terms of those respective plans, in the event of Executive’s termination of employment.

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7. TERMINATION BY EXECUTIVE.

(a) General. Executive may terminate this Agreement at any time, with or without “Good Reason” by providing Company with thirty (30) days advance written notice. Company may, at its discretion, place Executive on a paid administrative leave during all or any part of any such notice period. During the administrative leave, Company may bar Executive’s access to Company’s offices or facilities if reasonably necessary to the smooth operation of Company, or may provide Executive with access subject to such reasonable terms and conditions as Company chooses to impose.

(b) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean and include each of the following (unless Executive has expressly agreed to such event in a signed writing): (1) assignment of Executive to a position that is not substantially executive in nature; (2) any material act or acts of dishonesty by Company directed toward or affecting Executive; (3) any illegal act or instruction directly affecting Executive by Company, which is not withdrawn after the Company is notified of the illegality by Executive; or (4) Company’s material breach of this Agreement (after notice and an opportunity to cure).

(c) Effect of Good Reason Termination. If Executive terminates this Agreement for Good Reason (as defined in Section 7(b)), it shall for all purposes be treated as a termination by Company without Cause.

(d) Effect of Termination without Good Reason. If Executive terminates this Agreement without Good Reason, while the termination shall not be characterized as a termination for Cause, it shall for all purposes, result in the same compensation as a termination for Cause.

8. CHANGE IN CONTROL OF COMPANY.

(a) Continued Eligibility to Receive Benefits. Company considers the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Company and its shareholders. In furtherance of such goal and in further consideration of Executive’s continued employment with Company, if a Change in Control occurs, Executive shall be entitled to a lump-sum severance benefit provided in subparagraph (b) of this Section 8 if, prior to the expiration of twelve (12) months after the Change in Control, Executive notifies Company of Executive’s intent to terminate employment with Company for Good Reason or Company terminates Executive’s employment without Cause. If Executive triggers the application of this Section by terminating employment for Good Reason, Executive must do so within sixty (60) days following Executive’s receipt of notice of the occurrence of the last event that constitutes Good Reason. The full severance benefits provided by this Section shall be payable regardless of the period remaining until the expiration of the Agreement without renewal.

(b) Receipt of Benefits. If Executive is entitled to receive a severance benefit pursuant to Section 8(a) hereof, Company will provide Executive with Executive’s Base Salary for the remainder of the Initial Term or current Renewal Term plus the Incentive Severance Compensation, to be paid as soon as reasonably practicable, allowing Company a sufficient amount of time to calculate such amount.

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Executive shall have no duty to mitigate damages in order to receive the compensation described by this Subsection. If Executive is entitled to receive the payments called for by this Section 8(b), Executive’s right to receive the compensation provided by Section 6(c) or 7(c) shall be reduced to the extent of such payments.

(c) Change in Control Defined. For purposes of this Agreement, a “Change in Control” means any one or more of the following events:

(1)	a change of control of the Company through a transaction or series of transactions, such that any person (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“1934 Act”)), excluding affiliates of the Company as of the Effective Date, is or becomes the beneficial owner (as that term is used in Section 13(d) of the 1934 Act) directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;
(2)	any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of stock immediately before the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger;
(3)	the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or
(4)	substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Company is a member at the Relevant Date.

(d) Notice of Termination by Executive. Any termination by Executive under this Section 8 shall be communicated by written notice to Company, which notice shall set forth generally the facts and circumstances claimed to provide a basis for such termination.

(e) Employment by Successor. For purposes of this Agreement, employment by a successor of Company or a successor of any subsidiary of Company that has assumed this Agreement shall be considered to be employment by Company or one of its subsidiaries. As a result, if Executive is employed by such a successor following a Change in Control, Executive will not be entitled to receive the benefits provided by Section 8 unless Executive’s employment with the successor is subsequently terminated without Cause within twelve months following the Change in Control or Executive terminates employment for Good Reason.

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9. CONFIDENTIALITY.

Because of Executive’s knowledge of and participation in executive issues and decisions as a result of Executive’s present and former executive positions, for purposes of Sections 9 and 10 of this Agreement, “Company” shall be interpreted to include Company and all of its direct and indirect subsidiaries.

Executive covenants and agrees to hold in strictest confidence, and not disclose to any person, firm or company, without the express written consent of Company, any and all of Company’s confidential data, including but not limited to information and documents concerning Company’s business, clients, and suppliers, market methods, files, trade secrets, or other “know-how” or techniques or information not of a published nature or generally known (for the duration they are not published or generally known) which shall come into Executive’s possession, knowledge, or custody concerning the business of Company, except as such disclosure may be required by law or in connection with Executive’s employment hereunder or except as such matters may have been known to Executive at the time of Executive’s employment by Company. This covenant and agreement of Executive shall survive this Agreement and continue to be binding upon Executive after the expiration or termination of this Agreement, whether by passage of time or otherwise so long as such information and data shall be treated as confidential by Company.

10. RESTRICTIVE COVENANTS.

(a) Covenant Not To Compete. In consideration of Company’s agreements contained herein and the payments to be made by it to Executive pursuant hereto, Executive agrees that, for a period of time equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for six months) following the termination of Executive’s employment for any reason and so long as Company is continuously not in material default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, covenant, or obligation, Executive will not, without prior written consent of Company, consult with or act as an advisor to another company about activity which is a “Competing Business” of such company in the Restricted Territory, as defined below. For purposes of this Agreement, Executive shall be deemed to be engaged in a “Competing Business” if, in any capacity, including proprietor, shareholder, partner, officer, director or employee, Executive engages or participates, directly or indirectly, in the operation, ownership or management of the activity of any proprietorship, partnership, company or other business entity which activity is competitive with the then actual business in which Company and its operating subsidiaries and affiliates are engaged on the date of, or any business contemplated by such entities’ business plans in effect on the date of notice of, Executive’s termination of employment. Nothing in this Subsection is intended to limit Executive’s ability to own equity in a public company constituting less than one percent (1%) of the outstanding equity of such company, when Executive is not actively engaged in the management thereof.

(b) Non-Solicitation. Executive recognizes that Company’s clients are valuable and proprietary resources of Company. Accordingly, Executive agrees that for a period of time following the termination of Executive’s employment for any reason equal to the time remaining in the Initial Term or any Renewal Term (or if, but only if, a court or tribunal of final authority finds that this period is unenforceable because it is unreasonably long, then, if it would shorten the duration, for six months), and only so long as Company is continuously not in material default of its obligations to provide payments or employment-type benefits to Executive hereunder or under any other agreement, covenant, or obligation, Executive will not directly or indirectly, through Executive’s own efforts or through the efforts of another person or entity, solicit business in the Restricted Territory for or in connection with any Competing Business from any individual or entity which obtained products or services from Company at any time during Executive’s employment with Company, Executive will not solicit business for or in connection with a Competing Business from any individual or entity which may have been solicited by Executive on behalf of Company, and Executive will not solicit, hire or engage employees of Company who would have the skills and knowledge necessary to enable or assist efforts by Executive to engage in a Competing Business.

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(c) Restricted Territory. Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company.

Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Exectutive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

(d) Remedies; Reasonableness. Executive acknowledges and agrees that a breach by Executive of the provisions of this Section 10 will constitute such damage as will be irreparable and the exact amount of which will be impossible to ascertain and, for that reason, agrees that Company will be entitled to an injunction to be issued by any court of competent jurisdiction restraining and enjoining Executive from violating the provisions of this Section. The right to an injunction shall be in addition to and not in lieu of any other remedy available to Company for such breach or threatened breach, including the recovery of damages from Executive.

Executive expressly acknowledges and agrees that: (1) the Restrictive Covenants contained herein are reasonable as to time and geographical area and do not place any unreasonable burden upon Executive; (2) the general public will not be harmed as a result of enforcement of these Restrictive Covenants; and (3) Executive understands and hereby agrees to each and every term and condition of the Restrictive Covenants set forth in this Agreement.

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Executive also expressly acknowledges and agrees that Executive’s covenants and agreements in this Section 10 shall survive this Agreement and continue to be binding upon Executive after the expiration or termination of this Agreement, whether by passage of time or otherwise.

11. BENEFIT AND BINDING EFFECT.

This Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, including, but not limited to, any company, person, or other entity which may acquire all or substantially all of the assets and business of Company or any company with or into which Company may be consolidated or merged, and Executive, Executive’s heirs, executors, administrators, and legal representatives, provided that the obligations of Executive may not be delegated.

12. FREEDOM FROM RESTRICTIONS.

Executive represents and warrants that Executive has not entered into any agreement, whether express, implied, oral, or written, that poses an impediment to Executive’s employment by Company including Executive’s compliance with the terms of this Agreement. In particular, Executive is not subject to a valid, pre-existing non-competition agreement which prohibits Executive from fulfilling Executive’s job duties as set out in Section 2(a) of this Agreement, and no restrictions or limitations exist respecting Executive’s ability to perform fully Executive’s obligations to Company, including Executive’s compliance with the terms of this Agreement.

13. THIRD-PARTY TRADE SECRETS.

During the term of this Agreement, Executive agrees not to copy, refer to, or in any way use, information that is proprietary to any third party (including any previous employer). Executive represents and warrants that Executive has not improperly taken any documents, listings, hardware, software, discs, or any other tangible medium that embodies proprietary information from any third party, and that Executive does not intend to copy, refer to, or in any way use, information that is proprietary to any third party in performing duties for Company.

14. NOTICES.

All notices hereunder shall be in writing and delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested:

If to Company, to:	Insight Enterprises, Inc.
	Attn: Chief Executive Officer
	1305 West Auto Drive
	Tempe, Arizona 85284
With a copy to:	Insight Enterprises, Inc.
	Attn: Legal Department
	1305 West Auto Drive
	Tempe, Arizona 85284
If to Executive, to:	Gary Glandon
	5911 East Sapphire Lane
	Paradise Valley, Arizona 85253

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Either party may change the address to which notices are to be sent to it by giving ten (10) days written notice of such change of address to the other party in the manner above provided for giving notice. Notices will be considered delivered on personal delivery or on the date of deposit in the United States mail in the manner provided for giving notice by mail.

15. NONDELEGABILITY OF EXECUTIVE’S RIGHTS AND COMPANY ASSIGNMENT RIGHTS.

The obligations, rights and benefits of Executive hereunder are personal and may not be delegated, assigned or transferred in any manner whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation, assignment or transfer. Upon reasonable notice to Executive, Company may transfer Executive to an affiliate of Company, which affiliate shall assume the obligations of Company under this Agreement. This Agreement shall be assigned automatically to any entity merging with or acquiring Company or its business.

16. SEVERABILITY.

If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect, and either (1) the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable or (2) if such a modification is not possible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.

17. ARBITRATION.

The parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, or Executive’s employment or compensation, shall be subject to binding arbitration in Maricopa County, Arizona, before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, or by a judge to be mutually agreed upon. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties agree that if Company initiates the arbitral proceedings, it shall advance the costs of the arbitration. If Executive initiates the arbitral proceedings, Executive shall pay the greater of $200.00 or the initial filing fee Executive would have had to pay if Executive had initiated the case in Maricopa County courts. Company shall advance the remaining arbitration costs. The prevailing party in any arbitration shall be awarded its reasonable attorney’s fees and costs.

18. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.

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19. ENTIRE AGREEMENT.

The entire understanding and agreement between the parties has been incorporated into this Agreement, and this Agreement supersedes all other agreements and understandings between Executive and Company with respect to the relationship of Executive with Company, except with respect to other continuing or future stock option, health, benefit and similar plans or agreements.

20. GOVERNING LAW.

This Agreement and Executive’s employment shall be governed in all respects by the laws of the State of Arizona as governs transactions occurring entirely within Arizona among Arizona residents, except as preempted by Federal Law.

21. DEFINITIONS.

Throughout this Agreement, certain defined terms will be identified by the capitalization of the first letter of the defined word or the first letter of each substantive word in a defined phrase. Whenever used, these terms will be given the indicated meaning.

22. TERMINATION OF EMPLOYMENT.

The termination of this Agreement by either party also shall result in the termination of Executive’s employment relationship with Company in the absence of an express written agreement providing to the contrary. Neither party intends that any oral employment relationship continue after the termination of this Agreement.

23. TIME IS OF THE ESSENCE.

Company and Executive agree that time is of the essence with respect to the duties and performance of the covenants and promises of this Agreement.

24. CONSTRUCTION.

This Agreement is the result of negotiation between Company and Executive and both have had the opportunity to have this Agreement reviewed by their legal counsel and other advisors. Accordingly, this Agreement shall not be construed for or against Company or Executive, regardless of which party drafted the provision at issue. The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either party. The Section headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement in any way. Whenever the words “include,” “includes,” or “including” are used in the Agreement, they shall be deemed to be followed by the words “without limitation.”

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Company:
Insight Enterprises, Inc.,
a Delaware corporation

By: /s/ Rich Fennessy
Name: Rich Fennessy
Title: Chief Executive Officer

Executive:

/s/ Gary Glandon
Gary M. Glandon

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EX-31.1

Exhibit 31.1

INSIGHT ENTERPRISES, INC.

CERTIFICATION

I, Richard A. Fennessy, 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: August 11, 2008

By:	/s/ Richard A Fennessy
	Richard A. Fennessy 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: August 11, 2008

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 June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Richard A. Fennessy, 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/ Richard A. Fennessy
	Richard A. Fennessy Chief Executive Officer
	August 11, 2008
By:	/s/ Glynis A. Bryan
	Glynis A. Bryan Chief Financial Officer
	August 11, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.