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: March 31, 2011

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)

6820 South Harl Avenue, Tempe, Arizona 85283
(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 a checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the issuer’s common stock as of April 29, 2011 was 46,715,171.

 

 

INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended March 31, 2011

TABLE OF CONTENTS

		Page
PART I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheets (unaudited) — March 31, 2011 and December 31, 2010			1
Consolidated Statements of Operations (unaudited) — Three Months Ended March 31, 2011 and 2010			2
Consolidated Statements of Cash Flows (unaudited) — Three Months Ended March 31, 2011 and 2010			3
Notes to Consolidated Financial Statements (unaudited)			4
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3 — Quantitative and Qualitative Disclosures About Market Risk			23
Item 4 — Controls and Procedures			23
PART II — Other Information
Item 1 — Legal Proceedings			23
Item 1A — Risk Factors			24
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			24
Item 3 — Defaults Upon Senior Securities			24
Item 4 — Removed and Reserved			24
Item 5 — Other Information			24
Item 6 — Exhibits			24
Signatures			25
Exhibit 10.1
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

INSIGHT ENTERPRISES, INC.

FORWARD-LOOKING INFORMATION

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

•

our reliance on partners for product availability and competitive products to sell as well as our competition with our partners;

•

our reliance on partners for marketing funds and purchasing incentives;

•

disruptions in our information technology systems and voice and data networks, including risks and costs associated with the integration and upgrade of our IT systems;

•

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

•

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

•

changes in the IT industry and/or rapid changes in product standards;

•

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

•

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

•

the availability of future financing and our ability to access and/or refinance our credit facilities;

•

the security of our electronic and other confidential information;

•

the variability of our net sales and gross profit;

•

the risks associated with our international operations;

•

exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations;

•

our dependence on key personnel; and

•

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

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

PART I — FINANCIAL INFORMATION

Item 1.		Financial Statements.

INSIGHT ENTERPRISES, INC.

		March 31,				December 31,
		2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	140,587			$	123,763
Accounts receivable, net of allowances for doubtful accounts of $18,265 and $17,540, respectively			1,009,732				1,135,951
Inventories			123,819				106,734
Inventories not available for sale			61,403				50,677
Deferred income taxes			22,424				23,283
Other current assets			31,706				49,289
Total current assets			1,389,671				1,489,697
Property and equipment, net of accumulated depreciation of $191,381 and $183,809, respectively			139,935				141,399
Goodwill			16,474				16,474
Intangible assets, net of accumulated amortization of $57,087 and $50,755, respectively			67,182				69,081
Deferred income taxes			72,399				73,796
Other assets			15,278				12,836
		$	1,700,939			$	1,803,283
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	829,046			$	881,688
Accrued expenses and other current liabilities			156,955				187,457
Current portion of long-term debt			1,002				997
Deferred revenue			47,770				67,373
Total current liabilities			1,034,773				1,137,515
Long-term debt			71,366				91,619
Deferred income taxes			5,032				5,011
Other liabilities			22,960				24,167
			1,134,131				1,258,312
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued			—				—
Common stock, $0.01 par value, 100,000 shares authorized; 46,712 shares at March 31, 2011 and 46,325 shares at December 31, 2010 issued and outstanding			467				463
Additional paid-in capital			378,020				377,277
Retained earnings			162,416				149,349
Accumulated other comprehensive income — foreign currency translation adjustments			25,905				17,882
Total stockholders’ equity			566,808				544,971
		$	1,700,939			$	1,803,283

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Three Months Ended
		March 31,
		2011				2010
Net sales		$	1,219,896			$	1,034,621
Costs of goods sold			1,057,416				889,576
Gross profit			162,480				145,045
Operating expenses:
Selling and administrative expenses			139,101				127,711
Severance and restructuring expenses			524				71
Earnings from operations			22,855				17,263
Non-operating (income) expense:
Interest income			(358	)			(127	)
Interest expense			1,812				2,367
Net foreign currency exchange (gain) loss			(478	)			209
Other expense, net			406				346
Earnings before income taxes			21,473				14,468
Income tax expense			8,406				5,303
Net earnings		$	13,067			$	9,165
Net earnings per share:
Basic		$	0.28			$	0.20
Diluted		$	0.28			$	0.20
Shares used in per share calculations:
Basic			46,508				46,073
Diluted			47,182				46,643

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Three Months Ended March 31,
		2011				2010
Cash flows from operating activities:
Net earnings		$	13,067			$	9,165
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			9,618				9,743
Provision for losses on accounts receivable			973				1,365
Write-downs of inventories			2,274				1,276
Write-off of computer software development costs			1,390				—
Non-cash stock-based compensation			1,895				1,214
Excess tax benefit from employee gains on stock-based compensation			(1,566	)			(844	)
Deferred income taxes			1,822				2,435
Changes in assets and liabilities:
Decrease in accounts receivable			144,054				150,052
(Increase) decrease in inventories			(29,607	)			1,500
Decrease (increase) in other current assets			17,995				(57,251	)
Increase in other assets			(2,239	)			(3,473	)
(Decrease) increase in accounts payable			(21,901	)			26,004
Decrease in deferred revenue			(20,501	)			(1,353	)
Decrease in accrued expenses and other liabilities			(33,648	)			(29,796	)
Net cash provided by operating activities			83,626				110,037
Cash flows from investing activities:
Purchases of property and equipment			(5,044	)			(2,794	)
Net cash used in investing activities			(5,044	)			(2,794	)
Cash flows from financing activities:
Borrowings on senior revolving credit facility			283,000				206,500
Repayments on senior revolving credit facility			(303,000	)			(273,500	)
Borrowings on accounts receivable securitization financing facility			—				25,000
Repayments on accounts receivable securitization financing facility			—				(25,000	)
Payments on capital lease obligation			(248	)			(217	)
Net repayments under inventory financing facility			(46,906	)			(19,836	)
Proceeds from sales of common stock under employee stock plans			16				—
Excess tax benefit from employee gains on stock-based compensation			1,566				844
Payment of payroll taxes on stock-based compensation through shares withheld			(2,448	)			(1,151	)
Net cash used in financing activities			(68,020	)			(87,360	)
Foreign currency exchange effect on cash flows			6,262				(2,625	)
Increase in cash and cash equivalents			16,824				17,258
Cash and cash equivalents at beginning of period			123,763				68,066
Cash and cash equivalents at end of period		$	140,587			$	85,324

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

1. Basis of Presentation and Recently Issued Accounting Pronouncements

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

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

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

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of March 31, 2011, our results of operations and cash flows for the three months ended March 31, 2011 and 2010. The consolidated balance sheet as of December 31, 2010 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, 2010.

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

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

Recently Issued Accounting Pronouncements

There have been no material changes or additions to the recently issued accounting pronouncements as previously reported in Note 1 to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2010 which affect or may affect our financial statements.

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

2. Net Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options 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
		March 31,
		2011				2010
Numerator:
Net earnings		$	13,067			$	9,165
Denominator:
Weighted average shares used to compute basic EPS			46,508				46,073
Dilutive potential common shares due to dilutive options and restricted stock units, net of tax effect			674				570
Weighted average shares used to compute diluted EPS			47,182				46,643
Net earnings:
Basic		$	0.28			$	0.20
Diluted		$	0.28			$	0.20

During the three months ended March 31, 2011 and 2010, 224,000 and 543,000, respectively, weighted average outstanding stock options were not included in the diluted EPS calculation because the exercise prices of these options were greater than the average market price of our common stock during the period.

3. Debt, Capital Lease Obligation and Inventory Financing Facility

Debt

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

		March 31,				December 31,
		2011				2010
Senior revolving credit facility		$	70,000			$	90,000
Accounts receivable securitization financing facility			—				—
Capital lease obligation			2,368				2,616
Total			72,368				92,616
Less: current portion of obligation under capital lease			(1,002	)			(997	)
Less: current portion of revolving credit facilities			—				—
Long-term debt		$	71,366			$	91,619

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

Our accounts receivable securitization financing facility (the “ABS facility”) has a maximum borrowing capacity of $150,000,000 and matures on April 1, 2013. While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. As of March 31, 2011, availability under the ABS facility was $150,000,000.

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

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our senior revolving credit facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Company’s trailing twelve month net earnings (loss) plus (i) interest expense, less non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) non-cash stock-based compensation (referred to herein as “adjusted earnings”). The maximum leverage ratio permitted under the agreements is 2.50 times trailing twelve-month adjusted earnings. A significant drop in the Company’s adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below the Company’s consolidated maximum debt capacity. As a result of this limitation, of the $450,000,000 of aggregate maximum debt capacity available under our senior revolving credit facility and our ABS facility, the Company’s debt balance that could have been outstanding as of March 31, 2011 was limited to $431,355,000 based on 2.50 times the Company’s trailing twelve-month adjusted earnings.

Our financing facilities contain various covenants, including the requirement that we comply with maximum leverage, minimum fixed charge and minimum asset coverage ratio requirements and meet weekly, monthly, quarterly and annual reporting requirements. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified period of time. At March 31, 2011, we were in compliance with all such covenants.

Capital Lease Obligation

The present value of minimum lease payments under our capital lease, and the current portion thereof, are included in our debt balances as summarized in the table above. The value of the IT equipment held under the capital lease of $3,867,000 is included in property and equipment, with accumulated amortization on the capital lease assets of $1,534,000 and $1,283,000 as of March 31, 2011 and December 31, 2010, respectively.

Inventory Financing Facility

As of March 31, 2011 and December 31, 2010, $88,206,000 and $135,112,000, respectively, was included in accounts payable within the consolidated balance sheet related to our inventory financing facility.

4. Income Taxes

Our effective tax rate for the three months ended March 31, 2011 was 39.1%. For the three months ended March 31, 2011, 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 benefit and other non-deductible expenses, partially offset by lower taxes on earnings in foreign jurisdictions.

Our effective tax rate for the three months ended March 31, 2010 was 36.7%. For the three months ended March 31, 2010, our effective tax rate was higher than the United States federal statutory rate of 35.0% due primarily to state income taxes, net of federal benefit and other non-deductible expenses, partially offset by lower taxes on earnings in foreign jurisdictions.

As of March 31, 2011 and December 31, 2010, we had approximately $6,254,000 and $6,013,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $512,000 and $425,000 relate to accrued interest as of March 31, 2011 and December 31, 2010, respectively.

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

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

5. Severance and Restructuring Activities

Severance Costs Expensed for 2011 Resource Actions

During the three months ended March 31, 2011, North America and EMEA recorded severance expense totaling $321,000 and $239,000, respectively, related to 2011 resource actions. The charges were associated with the severance for the elimination of certain positions based on a re-alignment of roles and responsibilities. Cash payments totaling $144,000 were made in North America associated with these resource actions during the three months ended March 31, 2011. The remaining outstanding obligations are expected to be paid during the year ending December 31, 2011 and are therefore included in accrued expenses and other current liabilities.

Severance Costs Expensed for 2010 Resource Actions

During the year ended December 31, 2010, North America and EMEA recorded severance expense totaling $2,003,000 and $1,476,000, respectively, relating to 2010 resource actions. The North America charge was part of the roll-out of our new sales engagement model and plans to add new leadership in key areas, and the EMEA charge was associated with the severance for the elimination of certain positions based on a re-alignment of roles and responsibilities. The following table details the 2011 activity and the outstanding obligation related to the 2010 resource actions as of March 31, 2011 (in thousands):

		North America				EMEA				Consolidated
Balance at December 31, 2010		$	1,166			$	575			$	1,741
Foreign currency translation adjustments			—				23				23
Adjustments			—				(36	)			(36	)
Cash payments			(270	)			(112	)			(382	)
Balance at March 31, 2011		$	896			$	450			$	1,346

In EMEA, adjustments totaling $36,000 were recorded as a reduction to severance and restructuring expense during the three months ended March 31, 2011 and a reduction of the related severance accrual due to changes in estimates as cash payments were made. All remaining outstanding obligations are expected to be paid during 2011 and are therefore included in accrued expenses and other current liabilities.

Prior Resource Actions

In prior years, as a result of ongoing restructuring efforts to reduce operating expenses, certain severance costs were recorded in each of our operating segments. The only remaining outstanding obligations related to these prior resource actions as of December 31, 2010 were in our EMEA segment. As of March 31, 2011 and December 31, 2010, the total liability remaining for unpaid severance costs associated with resource actions prior to 2010 in our EMEA segment was approximately $1,164,000 and $1,113,000, respectively. The increase in this total liability during the three months ended March 31, 2011 was attributable to foreign currency translation adjustments. All remaining outstanding obligations are expected to be paid during 2011 and are therefore included in accrued expenses and other current liabilities.

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

6. Stock-Based Compensation

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

		Three Months Ended
		March 31,
		2011				2010
North America		$	1,422			$	942
EMEA			424				238
APAC			49				34
Total		$	1,895			$	1,214

Stock Options

The following table summarizes our stock option activity during the three months ended March 31, 2011:

														Weighted
										Aggregate				Average
						Weighted				Intrinsic Value				Remaining
		Number				Average				(in-the-money				Contractual
		Outstanding				Exercise Price				options)				Life (in years)
Outstanding at January 1, 2011			243,452			$	17.99
Granted			—				—
Exercised			(1,100	)			14.13			$	4,213
Forfeited or expired			(15,604	)			17.25
Outstanding at March 31, 2011			226,748				18.06			$	12,164				1.53
Exercisable at March 31, 2011			226,748				18.06			$	12,164				1.53
Vested and expected to vest			226,748				18.06			$	12,164				1.53

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $17.03 as of March 31, 2011, which would have been received by the option holders had all option holders exercised options and sold the underlying shares on that date.

As of March 31, 2011, all outstanding options are exercisable, including 200,000 options with an exercise price of $17.77 and a remaining contractual life of 1.72 years. The remaining 26,748 outstanding options have exercise prices ranging from $14.00 to $26.70 and a weighted average remaining contractual life of 0.15 years.

As of December 31, 2010, all stock options had vested and total compensation cost related to all previously granted stock options had been recognized. For the three months ended March 31, 2010, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $91,000.

Restricted Stock

For the three months ended March 31, 2011 and 2010, we recorded stock-based compensation expense, net of estimated forfeitures, related to restricted stock units (“RSUs”) of $1,895,000 and $1,123,000, respectively. As of March 31, 2011, total compensation cost not yet recognized related to nonvested RSUs is $16,474,000, which is expected to be recognized over the next 1.32 years on a weighted-average basis.

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

The following table summarizes our RSU activity during the three months ended March 31, 2011:

						Weighted Average
		Number				Grant Date Fair Value				Fair Value
Nonvested at January 1, 2011			1,599,376			$	9.99
Granted			477,103				18.30
Vested, including shares withheld to cover taxes			(524,266	)			8.96			$	9,325,424	(a)
Forfeited			(36,646	)			7.58
Nonvested at March 31, 2011			1,515,567				13.03			$	25,810,106	(b)
Expected to vest			1,383,429							$	23,559,796	(b)

During the three months ended March 31, 2011 and 2010, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent to the teammates’ minimum statutory United States tax obligations for the applicable income and other employment taxes and remitted the corresponding cash amount to the appropriate taxing authorities. The total shares withheld during the three months ended March 31, 2011 and 2010 of 138,284 and 87,040, respectively, were based on the value of the RSUs on their vesting date as determined by our closing stock price on such vesting date. For the three months ended March 31, 2011 and 2010, total payments for the employees’ tax obligations to the taxing authorities were $2,448,000 and $1,151,000, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. These net-share settlements had the economic effect of repurchases of common stock as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent a repurchase of shares or an expense to us.

7. Derivative Financial Instruments

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

The following table summarizes our derivative financial instruments as of March 31, 2011 and December 31, 2010 (in thousands):

				March 31, 2011								December 31, 2010
				Asset				Liability				Asset				Liability
				Derivatives				Derivatives				Derivatives				Derivatives
		Balance Sheet Location		Fair Value				Fair Value				Fair Value				Fair Value
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts		Other current assets		$	69			$	—			$	28			$	—
Foreign exchange forward contracts		Accrued expenses and other current liabilities			—				—				—				91
Total derivatives not designated as hedging instruments				$	69			$	—			$	28			$	91

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

The following table summarizes the effect of our derivative financial instruments on our results of operations during the three months ended March 31, 2011 and 2010 (in thousands):

Derivatives Not Designated as		Location of Loss Recognized		Amount of Loss Recognized in
Hedging Instruments		in Earnings on Derivatives		Earnings on Derivatives
				Three Months Ended				Three Months Ended
				March 31, 2011				March 31, 2010
Foreign exchange forward contracts		Net foreign currency exchange (gain) loss		$	(344	)		$	(398	)
Total				$	(344	)		$	(398	)

8. Fair Value Measurements

The following table summarizes the valuation of our financial instruments by the following three categories as of March 31, 2011 and December 31, 2010 (in thousands):

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

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

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

						March 31, 2011								December 31, 2010
										Non-qualified								Non-qualified
										Deferred								Deferred
						Foreign				Compensation				Foreign				Compensation
						Exchange				Plan				Exchange				Plan
Balance Sheet Classification						Derivatives				Investments				Derivatives				Investments
Other current assets		Level 1				$	—			$	1,249			$	—			$	1,245
		Level 2					69				—				28				—
		Level 3					—				—				—				—
						$	69			$	1,249			$	28			$	1,245
Accrued expenses and other current liabilities		Level 1				$	—			$	—			$	—			$	—
		Level 2					—				—				91				—
		Level 3					—				—				—				—
						$	—			$	—			$	91			$	—

9. Comprehensive Income

Comprehensive income for the three months ended March 31, 2011 and 2010 includes the following component (in thousands):

		Three Months Ended
		March 31,
		2011				2010
Net earnings		$	13,067			$	9,165
Other comprehensive gain (loss), net of tax:
Foreign currency translation adjustments			8,023				(7,119	)
Total comprehensive income		$	21,090			$	2,046

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

10. Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of March 31, 2011 and December 31, 2010, we had approximately $12,215,000 and $14,285,000, respectively, of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse them.

Employment Contracts and Severance Plans

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

Indemnifications

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

Management believes that payments, if any, related to these indemnifications are not probable at March 31, 2011. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.

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

Contingencies Related to Third-Party Review

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

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

Legal Proceedings

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

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

Beginning in March 2009, three purported class action lawsuits were filed in the U.S. District Court for the District of Arizona against us and certain of our current and former directors and officers on behalf of purchasers of our securities during the period April 22, 2004 to February 6, 2009. The second amended complaint (the only remaining complaint then on file) of the lead plaintiff was dismissed with prejudice in November 2010, and another purported class member plaintiff has appealed the order of dismissal with prejudice to the U.S. Court of Appeals for the Ninth Circuit. In June 2009, three shareholder derivative lawsuits were filed, two in the Superior Court in Maricopa County, Arizona (the “State derivative actions”) and one in the U.S. District Court for the District of Arizona (the “Federal derivative action”), by persons identifying themselves as Insight shareholders and purporting to act on behalf of Insight, naming Insight as a nominal defendant and current and former officers and directors as defendants. The Federal derivative action was dismissed with prejudice in July 2010, and the plaintiff in that action has appealed the order of dismissal to the U.S. Court of Appeals for the Ninth Circuit. The two State derivative actions were consolidated into a single action, and in October 2010, the State derivative actions were dismissed with prejudice. The plaintiff in the State derivative actions did not appeal the order of dismissal. We have tendered a claim to our D&O liability insurance carriers, and our carriers have acknowledged their obligations under these policies subject to a reservation of rights. Based on the information available at this time, the Company is not able to estimate the possible loss or range of loss for the purported class action or the Federal derivative action at this time.

In August 2010, in connection with an investigation being conducted by the United States Department of Justice (the “DOJ”), Calence received a subpoena from the Office of the Inspector General of the Federal Communications Commission (the “FCC OIG”) requesting documents and information related to the expenditure, by the Universal Service Administration Company, of funds under the E-Rate program. The E-Rate program provides schools and libraries with discounts to obtain affordable telecommunications and internet access and related hardware and software. We are cooperating with the DOJ and FCC OIG and are in the process of responding to the subpoena, and, based on the information available at this time, the Company is not able to estimate what the possible loss or range of loss might be, if any, at this time. The Company is pursuing its rights under the Calence acquisition agreements to indemnification for losses that may arise out of or result from this matter, including our fees and expenses for responding to the subpoena.

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

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

11. Segment Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are almost entirely software and select software-related services. Net sales by product or service type for North America, EMEA and APAC were as follows for the three months ended March 31, 2011 and 2010 (in thousands):

		North America								EMEA								APAC
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
Sales Mix		2011				2010				2011				2010				2011				2010
Hardware		$	541,648			$	454,451			$	121,116			$	121,232			$	179			$	58
Software			245,570				184,991				210,140				191,510				34,113				28,520
Services			59,821				48,852				5,721				4,551				1,588				456
		$	847,039			$	688,294			$	336,977			$	317,293			$	35,880			$	29,034

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 months ended March 31, 2011.

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

The tables below present information about our reportable operating segments as of and for the three months ended March 31, 2011 and 2010 (in thousands):

		Three Months Ended March 31, 2011
		North America				EMEA				APAC				Consolidated
Net sales		$	847,039			$	336,977			$	35,880			$	1,219,896
Costs of goods sold			737,579				289,762				30,075				1,057,416
Gross profit			109,460				47,215				5,805				162,480
Operating expenses:
Selling and administrative expenses			92,581				41,052				5,468				139,101
Severance and restructuring expenses			321				203				—				524
Earnings from operations		$	16,558			$	5,960			$	337				22,855
Non-operating expense, net															1,382
Earnings before income taxes															21,473
Income tax expense															8,406
Net earnings														$	13,067
Total assets at period end		$	1,469,794			$	519,069			$	63,508			$	2,052,371	*

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

		Three Months Ended March 31, 2010
		North America				EMEA				APAC				Consolidated
Net sales		$	688,294			$	317,293			$	29,034			$	1,034,621
Costs of goods sold			589,347				276,032				24,197				889,576
Gross profit			98,947				41,261				4,837				145,045
Operating expenses:
Selling and administrative expenses			84,863				38,399				4,449				127,711
Severance and restructuring expenses			—				71				—				71
Earnings from operations		$	14,084			$	2,791			$	388				17,263
Non-operating expense, net															2,795
Earnings before income taxes															14,468
Income tax expense															5,303
Net earnings														$	9,165
Total assets at period end		$	1,382,584			$	403,544			$	60,349			$	1,846,477	*

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

		Three Months Ended March 31,
		2011				2010
North America		$	7,685			$	7,881
EMEA			1,721				1,693
APAC			212				169
Total		$	9,618			$	9,743

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

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

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

Quarterly Overview

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

Strong momentum in IT spending continued in the first quarter of 2011, resulting in double digit sales growth for the fourth consecutive quarter. Consolidated net sales were $1.22 billion in the first quarter of 2011, an increase of 18% from $1.03 billion in the first quarter of 2010. Gross profit for the three months ended March 31, 2011 increased 12% to $162.5 million, and gross margin declined 70 basis points to 13.3%. On a consolidated basis, we reported earnings from operations of $22.9 million, net earnings of $13.1 million and diluted earnings per share of $0.28 for the first quarter of 2011. This compares to earnings from operations of $17.3 million, net earnings of $9.2 million and diluted earnings per share of $0.20 for the first quarter of 2010.

Details about segment results of operations can be found in Note 11 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.

Critical Accounting Estimates

General

Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2010. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010.

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 months ended March 31, 2011 and 2010:

		Three Months Ended
		March 31,
		2011				2010
Net sales			100.0	%			100.0	%
Costs of goods sold			86.7				86.0
Gross profit			13.3				14.0
Selling and administrative expenses			11.4				12.3
Severance and restructuring expenses			0.0				0.0
Earnings from operations			1.9				1.7
Non-operating expense, net			0.1				0.3
Earnings before income taxes			1.8				1.4
Income tax expense			0.7				0.5
Net earnings			1.1	%			0.9	%

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

Net Sales. Net sales for the three months ended March 31, 2011 increased 18% compared to the three months ended March 31, 2010. Our net sales by operating segment were as follows (dollars in thousands):

		Three Months Ended
		March 31,								%
		2011				2010				Change
North America		$	847,039			$	688,294				23	%
EMEA			336,977				317,293				6	%
APAC			35,880				29,034				24	%
Consolidated		$	1,219,896			$	1,034,621				18	%

Net sales in North America increased 23%, or $158.7 million, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Net sales of hardware, software and services increased 19%, 33% and 22%, respectively, year over year. The software results were driven by strong demand for data protection, security and business productivity products in both the commercial and public sector client groups. We also continued to see strong demand in hardware for notebooks, desktops and accessories, particularly in the large enterprise and corporate client groups. Overall, the increases in all categories resulted from higher volume with the year over year improvement in the demand environment for IT products.

Net sales in EMEA increased 6%, or $19.7 million, in U.S. dollars, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Excluding the effects of foreign currency movements, net sales were up 4% compared to the first quarter of last year. EMEA’s growth rate lags our growth rate in North America and APAC as the European economy has recovered more slowly post- recession than in our other markets. Net sales of hardware were flat year over year in U.S. dollars, down 3% excluding the effects of foreign currency movements, as growth rates have moderated somewhat due to a decrease in spending in the public sector market. Software net sales increased 10% year over year in U.S. dollars, 8% excluding the effects of foreign currency movements, due primarily to higher volume and new client engagements. Net sales of services increased 26% year over year in U.S. dollars, 23% excluding the effects of foreign currency movements, due primarily to higher volume.

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

Our APAC segment recognized net sales of $35.9 million for the three months ended March 31, 2011, a year over year increase of 24% from the three months ended March 31, 2010 in U.S. dollars, 13% excluding the effects of foreign currency movements. The increase primarily resulted from an increase in sales to public sector clients in the 2011 quarter.

The percentage of net sales by category for North America, EMEA and APAC were as follows for the three months ended March 31, 2011 and 2010:

		North America								EMEA								APAC
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
Sales Mix		2011				2010				2011				2010				2011				2010
Hardware			64	%			66	%			36	%			38	%			1	%			—
Software			29	%			27	%			62	%			60	%			95	%			98	%
Services			7	%			7	%			2	%			2	%			4	%			2	%
			100	%			100	%			100	%			100	%			100	%			100	%

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

Gross Profit. Gross profit for the three months ended March 31, 2011 increased 12% compared to the three months ended March 31, 2010, with a 70 basis point decrease in gross margin. Our gross profit and gross profit as a percentage of net sales by operating segment were as follows (dollars in thousands):

		Three Months Ended March 31,
						% of								% of
		2011				Net Sales				2010				Net Sales
North America		$	109,460				12.9	%		$	98,947				14.4	%
EMEA			47,215				14.0	%			41,261				13.0	%
APAC			5,805				16.2	%			4,837				16.7	%
Consolidated		$	162,480				13.3	%		$	145,045				14.0	%

North America’s gross profit for the three months ended March 31, 2011 increased 11% compared to the three months ended March 31, 2010, but, as a percentage of net sales, gross margin decreased 150 basis points year to year, due primarily to a decrease in margin contributed by services sales of 58 basis points, a decrease in margin related to a lower mix of agency fees for enterprise software agreements of 50 basis points, a 27 basis point decrease in product margin, which includes vendor funding and freight, and an increase in the write-downs of inventories as a percentage of sales which decreased margin by 10 basis points. The decrease in product margin year to year was primarily related to unrecoverable freight expenses. Included in the decrease in product margin year to year is a 22 basis point decline in margin attributable to the extinguishment of certain restatement-related trade credits during the prior year quarter that did not recur in the first quarter of 2011.

EMEA’s gross profit increased 14% in U.S. dollars for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Excluding the effects of foreign currency movements, gross profit was up 12% compared to the first quarter of last year. As a percentage of net sales, gross margin increased 100 basis points due primarily to an increase in product margin, which includes vendor funding, of 52 basis points, an increase in agency fees for enterprise software agreement renewals contributing an increase in margin of 36 basis points and an increase in margin contributed by services sales of 9 basis points. These increases in margin were primarily the result of a change in the mix of business year over year to a higher mix of commercial business in the three months ended March 31, 2011 compared to more lower margin public sector business in the three months ended March 31, 2010.

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

APAC’s gross profit increased 20% for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Excluding the effects of foreign currency movements, gross profit increased 10% compared to the first quarter of last year. As a percentage of net sales, gross margin declined by 50 basis points, primarily due to the effect of an increase in the mix of public sector business, which is typically transacted at lower margins, as well as the effects of the prior year release of a sales tax reserve of approximately $480,000 upon settlement with the local taxing authorities in the first quarter of 2010.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased $11.4 million, or 9%, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Selling and administrative expenses as a percent of net sales by operating segment for the three months ended March 31, 2011 and 2010 were as follows (dollars in thousands):

		Three Months Ended March 31,
						% of								% of
		2011				Net Sales				2010				Net Sales
North America		$	92,581				10.9	%		$	84,863				12.3	%
EMEA			41,052				12.2	%			38,399				12.1	%
APAC			5,468				15.2	%			4,449				15.3	%
Consolidated		$	139,101				11.4	%		$	127,711				12.3	%

North America’s selling and administrative expenses increased 9%, or $7.7 million, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. Salaries and benefits, including stock-based compensation, associated with investments in headcount and related benefits accounted for approximately $3.2 million of the increase, and higher variable compensation linked with increasing net sales accounted for approximately $2.7 million of the increase. During the three months ended March 31, 2011, as expected, we incurred incremental selling and administrative expenses associated with the North America IT systems integration project. In addition, we incurred a non-cash charge of approximately $1.4 million during the quarter to write-off certain computer software development costs that will not be placed into service as a result of the North America IT systems integration project. Although selling and administrative expenses increased year over year, selling and administrative expenses as a percentage of net sales declined 140 basis points to 10.9% of net sales for the three months ended March 31, 2011 compared to the three months ended March 31, 2010. The decline is primarily attributable to the benefits of ongoing expense management efforts.

EMEA’s selling and administrative expenses increased 7%, or $2.7 million in U.S. dollars, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, increasing slightly by 10 basis points year over year as a percent of net sales to 12.2%. Excluding the effects of foreign currency movements, selling and administrative expenses increased 5% compared to the first quarter of last year. This increase year over year was primarily driven by higher variable compensation on increased net sales as well as increases in salaries and benefits due to investments in headcount and related benefits in the first quarter of 2011.

APAC’s selling and administrative expenses increased 23% or $1.0 million in U.S. dollars, for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, decreasing slightly by 10 basis points year over year as a percent of net sales to 15.2%. Excluding the effects of foreign currency movements, selling and administrative expenses increased 12% compared to the first quarter of last year. The increase year over year was primarily driven by increases in salaries and benefits due to investments in headcount in the first quarter of 2011.

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

Severance and Restructuring Expenses. During the three months ended March 31, 2011, North America and EMEA recorded net severance expense of $321,000 and $203,000 related to ongoing restructuring efforts. During the quarter, $239,000 in new severance costs in EMEA were offset partially by $36,000 of adjustments to prior severance accruals due to current period changes in estimates. Comparatively, during the three months ended March 31, 2010, EMEA recorded net severance expense of $71,000, representing $306,000 in new severance costs offset in large part by $235,000 of adjustments to prior severance accruals dues to changes in estimates during the period.

Non-Operating (Income) Expense.

Interest Income. Interest income for the three months ended March 31, 2011 and 2010 was generated through cash equivalent short-term investments. The increase in interest income year over year is primarily due to increases in cash balances.

Interest Expense. Interest expense for the three months ended March 31, 2011 and 2010 primarily relates to borrowings under our financing facilities and capital lease obligation and imputed interest under our inventory financing facility. The decrease in interest expense for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 is due primarily to the effect of decreases in the weighted average borrowings outstanding as we have used excess cash to pay down debt. These decreases were offset slightly by imputed interest under our inventory financing facility, which increased to $617,000 for the three months ended March 31, 2011 from $534,000 for the three months ended March 31, 2010 due to increased weighted average borrowings under the facility.

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

Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities.

Income Tax Expense. Our effective tax rate for the three months ended March 31, 2011 was 39.1% compared to 36.7% for the three months ended March 31, 2010. The increase in our effective tax rate for the three months ended March 31, 2011 was primarily due to a revaluation of our deferred tax assets to reflect changes to statutory tax rates as a result of new legislation passed in certain states during the first quarter of 2011.

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 three months ended March 31, 2011 and 2010 (in thousands):

		Three Months Ended
		March 31,
		2011				2010
Net cash provided by operating activities		$	83,626			$	110,037
Net cash used in investing activities			(5,044	)			(2,794	)
Net cash used in financing activities			(68,020	)			(87,360	)
Foreign currency exchange effect on cash flow			6,262				(2,625	)
Increase in cash and cash equivalents			16,824				17,258
Cash and cash equivalents at beginning of period			123,763				68,066
Cash and cash equivalents at end of period		$	140,587			$	85,324

Cash and Cash Flow

Our primary uses of cash during the three months ended March 31, 2011 were to fund working capital requirements, including repayments under our inventory financing facility, and to pay down debt. Operating activities in the three months ended March 31, 2011 provided $83.6 million in cash, a 24% decrease from the three months ended March 31, 2010. Our operating cash flows enabled us to make net repayments under our inventory financing facility of $46.9 million, to reduce our long-term debt under our revolving credit facilities by $20.0 million and to increase our cash balance by $16.8 million since December 31, 2010. Capital expenditures were $5.0 million for the three months ended March 31, 2011, an 81% increase over the three months ended March 31, 2010, primarily related to investments in our IT systems. Cash flows for the three months ended March 31, 2011 benefited $6.3 million from the foreign currency exchange effect on cash flows while cash flows for the three months ended March 31, 2010 were negatively affected by $2.6 million as a result of foreign currency exchange rates.

Net cash provided by operating activities. Cash flows from operations for the three months ended March 31, 2011 and 2010 reflect our net earnings, adjusted for non-cash items such as depreciation, amortization and stock-based compensation expense, as well as changes in accounts receivable, inventories, other current assets, accounts payable, deferred revenue and accrued expenses and other liabilities. For the 2011 period, the decreases in accounts receivable and accounts payable are due to the seasonal decrease in net sales from the fourth quarter to the first quarter. We increased inventory levels during the three months ended March 31, 2011 to support specific client engagements and a general increase in volume. The increase in accounts payable associated with the inventory purchases partially offset the seasonal decrease in accounts payable during the quarter discussed above. For the 2010 period, the decrease in accounts receivable reflects the effect of a large software transaction at the end of the 2009 first quarter that was not included in accounts receivable as of March 31, 2010. We received the invoice from the software license provider for the annual renewal of this same transaction in March 2010 and recorded the related payable as of March 31, 2010; however, under contractual terms, the sale to the client could not be invoiced until April 1, 2010. This transaction resulted in an approximate $52 million increase in other current assets. The increase in accounts payable in the 2010 period resulted primarily from the effect of the timing of certain scheduled payments to our largest supplier and continued enhanced management of working capital during the 2010 quarter.

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 March 31, 2011 and 2010 are as follows:

		2011				2010
Days sales outstanding in ending accounts receivable (“DSOs”) (a)			75				72
Days inventory outstanding (“DIOs”) (b)			10				8
Days purchases outstanding in ending accounts payable (“DPOs”) (c)			(71	)			(69	)
Cash conversion cycle (days) (d)			14				11

Our cash conversion cycle was 14 days in the quarter ended March 31, 2011 compared to 11 days in the quarter ended March 31, 2010. These results were primarily due to investments in inventory to support specific client engagements and a general increase in volume.

We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms granted to our clients in order to take advantage of supplier discounts. We intend to use cash generated in 2011 in excess of working capital needs to pay down our outstanding debt balances and support our capital expenditures for the year.

Net cash used in investing activities. Capital expenditures of $5.0 million and $2.8 million for the three months ended March 31, 2011 and 2010, respectively, primarily related to investments in our IT systems. We expect capital expenditures for the full year 2011 between $20.0 million and $25.0 million, primarily for the integration of our IT systems in North America onto a single platform over the next two years, the IT systems upgrade in our EMEA operations and other facility and technology related maintenance and upgrade projects.

Net cash used in financing activities. During the three months ended March 31, 2011, we made net repayments on our debt facilities that reduced our outstanding debt balances under our revolving credit facilities by $20.0 million, and we used $46.9 million to pay down our inventory financing facility in accordance with its payment terms. As of March 31, 2011, the current portion of our long-term debt relates to our capital lease obligation for certain IT equipment. During the three months ended March 31, 2010, we made net repayments on our debt facilities that reduced our outstanding debt balances by $67.0 million and made net repayments under our inventory financing facility of $19.8 million.

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our senior revolving credit facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Company’s trailing twelve month net earnings (loss) plus (i) interest expense, less non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) non-cash stock-based compensation (referred to herein as “adjusted earnings”). The maximum leverage ratio permitted under the agreements is 2.50 times trailing twelve-month adjusted earnings. We anticipate that we will be in compliance with our maximum leverage ratio requirements over the next four quarters. However, a significant drop in the Company’s adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below the Company’s consolidated maximum debt capacity. As a result of this limitation, of the $450.0 million of aggregate maximum debt capacity available under our senior revolving credit facility and our ABS facility, the Company’s debt balance that could have been outstanding as of March 31, 2011 was limited to $431.4 million based on 2.50 times the Company’s trailing twelve-month adjusted earnings. Our debt balance as of March 31, 2011 was $72.4 million, including our capital lease obligation.

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 12 months.

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 March 31, 2011, we had approximately $119.0 million in cash and cash equivalents in certain of our foreign subsidiaries where we consider undistributed earnings for these foreign subsidiaries to be permanently reinvested. We used our excess cash balances in the U.S. to pay down debt as of March 31, 2011. As of March 31, 2011, the majority of our foreign cash resides in the Netherlands, the United Kingdom and Australia. Certain of these cash balances could and will be remitted to the U.S. by paying down intercompany payables generated in the ordinary course of business. This repayment would not change our policy to indefinitely reinvest earnings of its foreign subsidiaries. Our intention is that undistributed earnings will be used for general business purposes in the foreign jurisdictions as well as to fund our EMEA IT systems, various facility upgrades and the expansion of our sales of hardware and services, in addition to software, to clients in EMEA countries.

Off Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include guaranties and indemnifications. The guaranties and indemnifications are discussed in Note 10 to our Consolidated Financial Statements in Part I, Item 1 of this report. We believe that none of our off-balance sheet arrangements has, or is reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Recently Issued Accounting Pronouncements

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

Contractual Obligations

There have been no material changes in our reported contractual obligations, as described under “Contractual Obligations” in “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010.

INSIGHT ENTERPRISES, INC.

Item 3.		Quantitative and Qualitative Disclosures About Market Risk.

Other than the change in our open foreign currency forward contracts reflected below, there have been no material changes in our reported market risks, as described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2010.

The following table summarizes our open foreign currency forward contracts held at March 31, 2011. All U.S. dollar and foreign currency amounts (British Pounds and Swiss Francs) are presented in thousands.

		Buy				Sell
Foreign Currency		GBP				CHF
Foreign Amount			6,262				1,000
Exchange Rate			1.5970				1.2900
USD Equivalent		$	10,000			$	1,095
Weighted Average Maturity		Less than 1 month				Less than 1 month

Item 4.		Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and determined that as of March 31, 2011, 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 March 31, 2011 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.

For a discussion of legal proceedings, see Note 10 to the Consolidated Financial Statements in Part I, Item 1 of this report. For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors — We are subject to stockholder litigation and regulatory proceedings related to the restatement of our consolidated financial statements,” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010.

INSIGHT ENTERPRISES, INC.

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, 2010, 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 March 31, 2011.

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

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended March 31, 2011.

Item 3.		Defaults Upon Senior Securities.

None.

Item 4.		(Removed and Reserved).

Item 5.		Other Information.

None.

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).
	3.2			Amended and Restated Bylaws of the Insight Enterprises, Inc. (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K filed on January 14, 2008).
	4.1			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 (No. 33-86142) declared effective January 24, 1995).
	10.1	(1)		Employment Agreement between Insight Enterprises, Inc. and Mary E. Sculley, dated as of April 11, 2011.
	10.2	(1)		Offer of employment letter to Mary E. Sculley, dated March 28, 2011.
	31.1			Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14.
	31.2			Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14.
	32.1			Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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: May 4, 2011		INSIGHT ENTERPRISES, INC.
		By:		/s/ Kenneth T. Lamneck   Kenneth T. Lamneck
				President and Chief Executive Officer
				(Duly Authorized Officer)
		By:		/s/ Glynis A. Bryan   Glynis A. Bryan
				Chief Financial Officer
				(Principal Financial Officer)
		By:		/s/ David C. Olsen   David C. Olsen
				Corporate Controller
				(Principal Accounting Officer)