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, 2009

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

For the transition period from                      to                     

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

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 30, 2009 was 45,846,171.

 

 

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended March 31, 2009

TABLE OF CONTENTS

		Page
PART I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheets (unaudited) — March 31, 2009 and December 31, 2008			1
Consolidated Statements of Operations (unaudited) — Three Months Ended March 31, 2009 and 2008			2
Consolidated Statements of Cash Flows (unaudited) — Three Months Ended March 31, 2009 and 2008			3
Notes to Consolidated Financial Statements (unaudited)			4
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3 — Quantitative and Qualitative Disclosures About Market Risk			29
Item 4 — Controls and Procedures			29
PART II — Other Information
Item 1 — Legal Proceedings			30
Item 1A — Risk Factors			31
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3 — Defaults Upon Senior Securities			31
Item 4 — Submission of Matters to a Vote of Security Holders			31
Item 5 — Other Information			31
Item 6 — Exhibits			32
Signatures			33
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 the amount and timing of net sales, gross profit, operating expenses, earnings from continuing operations, non-operating income and expenses, net earnings or cash flows, the payment of accrued expenses and liabilities; effects of acquisitions or dispositions; projections of capital expenditures; our projections about our outlook for 2009, including projected diluted earnings per share (excluding the impact of certain expenses and charges), our expectations about the hardware demand environment and the negative impact of changes to our key rebate program, and the benefits of cost reduction actions we have taken or may take; hiring plans; plans for future operations; the sufficiency of our liquidity and capital resources; 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; projections about the outcome of ongoing tax audits and unrecognized tax benefits for uncertain tax positions; statements related to accounting estimates, including estimated stock option and other equity award forfeitures, and deferred compensation cost amortization periods; expectations about our effective tax rate; the timing of payments relating to previously accrued restructuring charges; projections about the outcome and effect of pending legal proceedings; our intentions regarding the investment of cash held by foreign subsidiaries; 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 be achieved, and actual results could differ materially from results described by 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:

•

general economic conditions, including concerns regarding a global recession and credit constraints;

•

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;

•

the informal inquiry from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”) and stockholder litigation related to the restatement of our consolidated financial statements;

•

our ability to maintain compliance with Nasdaq’s requirements for continued listing;

•

our ability to collect our accounts receivable;

•

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;

•

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

•

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

•

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

•

seasonal changes in demand for sales of software licenses;

•

the risks associated with international operations;

•

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

•

exposure to currency exchange risks and volatility in the U.S. dollar, Canadian dollar, the Euro and the British Pound Sterling exchange rates;

•

our dependence on key personnel;

•

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.

		March 31,				December 31,
		2009				2008
ASSETS
Current assets:
Cash and cash equivalents		$	67,193			$	49,175
Accounts receivable, net of allowances for doubtful accounts of $20,774 and $20,156, respectively			843,672				990,026
Inventories			96,941				103,130
Inventories not available for sale			26,509				30,507
Deferred income taxes			40,032				40,075
Other current assets			43,886				37,495
Total current assets			1,118,233				1,250,408
Property and equipment, net of accumulated depreciation of $137,608 and $131,633, respectively			155,224				157,334
Goodwill			2,472				—
Intangible assets, net of accumulated amortization of $28,541 and $25,663, respectively			88,628				93,400
Deferred income taxes			88,445				89,757
Other assets			15,986				16,741
		$	1,468,988			$	1,607,640
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	661,244			$	720,833
Accrued expenses and other current liabilities			166,063				175,769
Current portion of long-term debt			—				—
Deferred revenue			35,009				36,339
Total current liabilities			862,316				932,941
Long-term debt			171,000				228,000
Deferred income taxes			2,100				2,291
Other liabilities			21,584				22,440
			1,057,000				1,185,672
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; 45,811 shares at March 31, 2009 and 45,595 shares at December 31, 2008 issued and outstanding			458				456
Additional paid-in capital			374,013				371,664
Retained earnings			33,493				40,290
Accumulated other comprehensive income — foreign currency translation adjustments			4,024				9,558
Total stockholders’ equity			411,988				421,968
		$	1,468,988			$	1,607,640

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Three Months Ended
		March 31,
		2009				2008
						As Restated
						(1)
Net sales		$	951,160			$	1,103,498
Costs of goods sold			819,389				951,876
Gross profit			131,771				151,622
Operating expenses:
Selling and administrative expenses			133,343				135,461
Severance and restructuring expenses			6,347				1,900
(Loss) earnings from operations			(7,919	)			14,261
Non-operating (income) expense:
Interest income			(100	)			(601	)
Interest expense			2,099				2,666
Net foreign currency exchange gain			(51	)			(937	)
Other expense, net			279				319
(Loss) earnings before income taxes			(10,146	)			12,814
Income tax (benefit) expense			(3,349	)			4,641
Net (loss) earnings		$	(6,797	)		$	8,173
Net (loss) earnings per share:
Basic		$	(0.15	)		$	0.17
Diluted		$	(0.15	)		$	0.17
Shares used in per share calculations:
Basic			45,710				48,540
Diluted			45,710				49,095

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Three Months Ended March 31,
		2009				2008
						As Restated
						(1)
Cash flows from operating activities:
Net (loss) earnings		$	(6,797	)		$	8,173
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization			9,773				8,500
Provision for losses on accounts receivable			655				668
Write-downs of inventories			2,221				1,697
Non-cash stock-based compensation			6,091				3,195
Excess tax benefit from employee gains on stock-based compensation			—				(108	)
Deferred income taxes			(1,846	)			3,961
Changes in assets and liabilities:
Decrease in accounts receivable			127,801				279,833
Decrease (increase) in inventories			7,631				(1,326	)
(Increase) decrease in other current assets			(6,269	)			2,690
Increase in other assets			(77	)			(195	)
Decrease in accounts payable			(34,989	)			(239,757	)
Decrease in deferred revenue			(1,414	)			(3,927	)
(Decrease) increase in accrued expenses and other liabilities			(6,685	)			3,852
Net cash provided by operating activities			96,095				67,256
Cash flows from investing activities:
Payment of direct expenses relating to the sale of a discontinued operation			—				(900	)
Purchases of property and equipment			(5,062	)			(6,491	)
Net cash used in investing activities			(5,062	)			(7,391	)
Cash flows from financing activities:
Borrowings on senior revolving credit facility			307,873				—
Repayments on senior revolving credit facility			(364,873	)			—
Borrowings on accounts receivable securitization financing facility			120,000				122,000
Repayments on accounts receivable securitization financing facility			(120,000	)			(117,000	)
Repayments on term loan			—				(3,750	)
Net repayments under inventory financing facility			(17,830	)			—
Payment of deferred financing fees			(531	)			—
Proceeds from sales of common stock under employee stock plans			—				2,976
Excess tax benefit from employee gains on stock-based compensation			—				108
Payment of payroll taxes on stock-based compensation through shares withheld			(307	)			(1,943	)
Repurchases of common stock			—				(14,999	)
Increase in book overdrafts			5,214				458
Net cash used in financing activities			(70,454	)			(12,150	)
Foreign currency exchange effect on cash flows			(2,561	)			1,263
Increase in cash and cash equivalents			18,018				48,978
Cash and cash equivalents at beginning of period			49,175				56,718
Cash and cash equivalents at end of period		$	67,193			$	105,696

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 currently only include software and select software-related services.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of March 31, 2009, our results of operations for the three months ended March 31, 2009 and 2008 and our cash flows for the three months ended March 31, 2009 and 2008. The consolidated balance sheet as of December 31, 2008 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, 2008.

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 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

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, 2008 which affect or may affect our financial statements.

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

Effective January 1, 2009, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations,” FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” and SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement 133.” Other than the additional disclosures required by SFAS No. 161 (see Note 9), the adoption of these pronouncements had no effect on our financial statements,

2. Restatement of Consolidated Financial Statements

As discussed in our Annual Report in Form 10-K for the year ended December 31, 2008, on February 9, 2009, following an internal review we issued a press release announcing that our management had identified errors in the Company’s accounting for trade credits in prior periods dating back to December 1996. The internal review encompassed aged trade credits, including both aged accounts receivable credits and aged accounts payable credits, arising in the ordinary course of business that were recognized in the Company’s statements of operations prior to the legal discharge of the underlying liabilities under applicable domestic and foreign laws. In a Form 8-K filed on February 10, 2009, we reported that the Company’s financial statements, assessment of the effectiveness of internal control over financial reporting and related audit reports thereon in our most recently filed Annual Report on Form 10-K, for the year ended December 31, 2007, and the interim financial statements in our Quarterly Reports on Form 10-Q for the first three quarters of 2008, and all earnings press releases and similar communications issued by the Company relating to such financial statements, should no longer be relied upon.

We determined that corrections to our consolidated financial statements were required to reverse material prior period reductions of costs of goods sold and the related income tax effects as a result of these incorrect releases of aged trade credits. These trade credits arose from unclaimed credit memos, duplicate payments, payments for returned product or overpayments made to us by our clients, and, to a lesser extent, from goods received by us from a supplier for which we were never invoiced.

In addition to the restatements for aged trade credits, we also corrected previously reported financial statements for other miscellaneous accounting adjustments as a result of a detailed review of our critical accounting policies. These adjustments are detailed in Note 2 “Restatement of Consolidated Financial Statements” in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2008.

All prior period financial information contained in this Quarterly Report on Form 10-Q gives effect to the restatement of our consolidated financial statements as described above. We have not amended, and we do not intend to amend, our previously filed Quarterly Reports on Form 10-Q for each of the fiscal quarters in the first nine months of the fiscal year ended December 31, 2008. Financial information included in reports previously filed or furnished by Insight Enterprises, Inc. for the periods from January 1, 1996 through September 30, 2008 should not be relied upon and are superseded by the information in our Annual Report on Form 10-K for the year ended December 31, 2008 and in this Quarterly Report on Form 10-Q.

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

The following table presents the effect of the restatement adjustments on the Company’s previously reported statement of operations amounts for the three months ended March 31, 2008 (in thousands):

		Three Months Ended March 31, 2008
		As Reported				Adjustments				As Restated
						(1)				(1)
Net sales		$	1,107,789			$	(4,291	)		$	1,103,498
Costs of goods sold			954,634				(2,758	)			951,876
Gross profit			153,155				(1,533	)			151,622
Operating expenses:
Selling and administrative expenses			132,954				2,507				135,461
Severance and restructuring expenses			1,900				—				1,900
Earnings from operations			18,301				(4,040	)			14,261
Non-operating (income) expense:
Interest income			(601	)			—				(601	)
Interest expense			2,716				(50	)			2,666
Net foreign currency exchange gain			(937	)			—				(937	)
Other expense, net			319				—				319
Earnings before income taxes			16,804				(3,990	)			12,814
Income tax expense			6,284				(1,643	)			4,641
Net earnings		$	10,520			$	(2,347	)		$	8,173
Net earnings per share:
Basic		$	0.22			$	(0.05	)		$	0.17
Diluted		$	0.22			$	(0.05	)		$	0.17
Shares used in per share calculations:
Basic			48,540				—				48,540
Diluted			48,905				190				49,095

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

The following table presents the effect of the restatement adjustments on the Company’s previously reported cash flow amounts for the three months ended March 31, 2008 (in thousands):

		Three Months Ended March 31, 2008
		As Reported				Adjustments				As Restated
						(1)				(1)
Cash flows from operating activities:
Net earnings		$	10,520			$	(2,347	)		$	8,173
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			8,464				36				8,500
Provision for losses on accounts receivable			668				—				668
Write-downs of inventories			1,697				—				1,697
Non-cash stock-based compensation			2,439				756				3,195
Excess tax benefit from employee gains on stock-based compensation			(108	)			—				(108	)
Deferred income taxes			4,441				(480	)			3,961
Changes in assets and liabilities:
Decrease in accounts receivable			275,543				4,290				279,833
Decrease (increase) in inventories			2,554				(3,880	)			(1,326	)
Decrease in other current assets			2,691				(1	)			2,690
Increase in other assets			(195	)			—				(195	)
Decrease in accounts payable			(238,788	)			(969	)			(239,757	)
Decrease in deferred revenue			(3,927	)			—				(3,927	)
Increase in accrued expenses and other liabilities			1,160				2,692				3,852
Net cash provided by operating activities			67,159				97				67,256
Cash flows from investing activities:
Proceeds from sale of a discontinued operation, net of direct expenses			(900	)			—				(900	)
Purchases of property and equipment			(6,441	)			(50	)			(6,491	)
Net cash used in investing activities			(7,341	)			(50	)			(7,391	)
Cash flows from financing activities:
Borrowings on accounts receivable securitization financing facility			122,000				—				122,000
Repayments on accounts receivable securitization financing facility			(117,000	)			—				(117,000	)
Repayments on term loan			(3,750	)			—				(3,750	)
Proceeds from sales of common stock under employee stock plans			2,976				—				2,976
Excess tax benefit from employee gains on stock-based compensation			108				—				108
Payment of payroll taxes on stock-based compensation through shares withheld			(1,943	)			—				(1,943	)
Repurchases of common stock			(14,999	)			—				(14,999	)
Increase in book overdrafts			458				—				458
Net cash used in financing activities			(12,150	)			—				(12,150	)
Foreign currency exchange effect on cash flows			1,310				(47	)			1,263
Increase in cash and cash equivalents			48,978				—				48,978
Cash and cash equivalents at beginning of period			56,718				—				56,718
Cash and cash equivalents at end of period		$	105,696			$	—			$	105,696

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

3. Net (Loss) Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net (loss) earnings 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
		March 31,
		2009				2008
						As Restated
						(1)
Numerator:
Net (loss) earnings		$	(6,797	)		$	8,173
Denominator:
Weighted-average shares used to compute basic EPS			45,710				48,540
Dilutive potential common shares due to dilutive options and restricted stock, net of tax effect			—				555
Weighted-average shares used to compute diluted EPS			45,710				49,095
Net earnings per share:
Basic		$	(0.15	)		$	0.17
Diluted		$	(0.15	)		$	0.17

No potential common shares were included in the diluted EPS computation for the three months ended March 31, 2009 because of the net loss in that period, which would result in an antidilutive per share amount. During the three months ended March 31, 2008, 2,714,000 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.

4. Goodwill

During the three months ended March 31, 2009, we recorded $2,472,000 of additional purchase price consideration and the related accrued interest thereon as a result of Calence, LLC, acquired April 1, 2008, achieving certain performance targets during the quarter.

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

5. Debt

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

		March 31,				December 31,
		2009				2008
Senior revolving credit facility		$	171,000			$	228,000
Accounts receivable securitization financing facility			—				—
Total			171,000				228,000
Less: current portion of term loan			—				—
Long-term debt		$	171,000			$	228,000

Our senior revolving credit facility matures April 1, 2013. 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.

In February 2009, we informed the administrative agents under our senior revolving credit facility, our accounts receivable securitization financing facility and our inventory financing facility of our intention to restate our financial statements and on February 6, 2009 obtained waivers from default with respect thereto from our administrative agents under those facilities. Under the terms of those waivers, we had until May 15, 2009 to deliver our restated consolidated financial statements for the fiscal year ended December 31, 2007, our restated selected quarterly financial information for each of the three fiscal quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, and our consolidated financial statements for the fiscal year ended December 31, 2008. With the filing of our Form 10-K for the year ended December 31, 2008 on May 12, 2009 and the filing of this report on or prior to May 15, 2009, we will be current in our filings.

6. Income Taxes

Our effective tax rates from continuing operations for the three months ended March 31, 2009 and 2008 were a benefit rate of 33.0% and an expense rate of 36.2%, respectively. For the three months ended March 31, 2009, our effective tax rate differed from the United States federal statutory rate of 35.0% due primarily to the mix of income and losses taxed at different tax rates in the various jurisdictions in which we operate and state income taxes, net of federal tax. For the three months ended March 31, 2008, 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 of March 31, 2009 and December 31, 2008, we had approximately $4,800,000 and $4,300,000 of unrecognized tax benefits respectively. Of this amount, approximately $500,000 and $400,000 relates to accrued interest as of March 31, 2009 and December 31, 2008, respectively.

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 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)

7. Severance, Restructuring and Acquisition Integration Activities

Severance Costs Expensed in 2009

During the three months ended March 31, 2009, North America, EMEA and APAC recorded severance expense related to on-going restructuring efforts to reduce operating expenses related to support functions. The following table details the changes in these liabilities during the three months ended March 31, 2009 (in thousands):

		North America				EMEA				APAC				Consolidated
Severance costs		$	5,859			$	417			$	71			$	6,347
Foreign currency translation adjustments			—				3				—				3
Cash payments			(2,187	)			(82	)			(71	)			(2,340	)
Balance at March 31, 2009		$	3,672			$	338			$	—			$	4,010

All remaining outstanding obligations are expected to be paid during the year ending December 31, 2009 and are therefore included in accrued expenses and other current liabilities.

Severance Costs Expensed in 2008

During the year ended December 31, 2008, North America, EMEA and APAC recorded severance expense related to on-going restructuring efforts to reduce operating expenses related to support functions. The following table details the changes in these liabilities during the three months ended March 31, 2009 (in thousands):

		North America				EMEA				APAC				Consolidated
Balance at December 31, 2008		$	775			$	1,939			$	—			$	2,714
Foreign currency translation adjustments			—				(329	)			—				(329	)
Cash payments			(429	)			(634	)			—				(1,063	)
Balance at March 31, 2009		$	346			$	976			$	—			$	1,322

All remaining outstanding obligations are expected to be paid during the year ending December 31, 2009 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 recognized as a liability assumed in the purchase business combination and included in the allocation of the cost to acquire Software Spectrum.

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

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

The following table details the changes in these liabilities during the three months ended March 31, 2009 (in thousands):

		North America				EMEA				Consolidated
Balance at December 31, 2008		$	341			$	2,806			$	3,147
Foreign currency translation adjustments			—				(132	)			(132	)
Cash payments			—				(200	)			(200	)
Balance at March 31, 2009		$	341			$	2,474			$	2,815

In the accompanying consolidated balance sheet at March 31, 2009, $1,687,000 is expected to be paid in 2009 and is therefore included in accrued expenses and other current liabilities, and $1,128,000 is expected to be paid after 2009 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.

The following table details the changes in this liability during the three months ended March 31, 2009 (in thousands):

		EMEA
Balance at December 31, 2008		$	1,050
Adjustments			(9	)
Cash refund			24
Balance at March 31, 2009		$	1,065

In the accompanying consolidated balance sheet at March 31, 2009, the remaining accrual of $1,065,000 is expected to be paid in 2009, as the leases expire in December 2009, and is therefore included in accrued expenses and other current liabilities.

8. 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,
		2009				2008
						As Restated
						(1)
North America		$	4,260			$	2,167
EMEA			1,753				948
APAC			78				80
Total		$	6,091			$	3,195

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

Stock Options

For the three months ended March 31, 2009 and 2008, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $65,000 and $546,000, respectively. As of March 31, 2009, total compensation cost related to nonvested stock options not yet recognized is $632,000, which is expected to be recognized over the next 1.08 years on a weighted-average basis. The following table summarizes our stock option activity during the three months ended March 31, 2009:

														Weighted
										Aggregate				Average
						Weighted				Intrinsic Value				Remaining
		Number				Average				(in-the-money				Contractual
		Outstanding				Exercise Price				options)				Life (in years)
Outstanding at the beginning of period			2,536,673			$	19.47
Granted			—				—
Exercised			—				—			$	—
Forfeited or expired			(552,675	)			20.37
Outstanding at the end of period			1,983,998				19.22			$	—				0.99
Exercisable at the end of period			1,850,665				19.32			$	—				0.80
Vested and expected to vest			1,970,931				19.23			$	—				1.02

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, if any, based on our closing stock price of $3.06 as of March 31, 2009, which would have been received by the option holders had all option holders exercised options and sold the underlying shares on that date.

The following table summarizes the status of outstanding stock options as of March 31, 2009:

		Options Outstanding												Options Exercisable
						Weighted				Weighted								Weighted
						Average				Average								Average
Range of		Number of				Remaining				Exercise				Number of				Exercise
Exercise		Options				Contractual				Price Per				Options				Price Per
Prices		Outstanding				Life (in years)				Share				Exercisable				Share
$13.63 – 18.00			405,455				2.16			$	17.04				272,122			$	16.69
18.08 – 18.65			493,241				0.80				18.54				493,241				18.54
18.67 – 19.72			244,118				0.38				19.60				244,118				19.60
19.79 – 19.90			516,100				0.63				19.90				516,100				19.90
20.00 – 41.00			325,084				0.88				21.59				325,084				21.59
			1,983,998				0.99				19.22				1,850,665				19.32

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

Restricted Stock

For the three months ended March 31, 2009 and 2008, we recorded stock-based compensation expense, net of estimated forfeitures, related to restricted stock shares and RSUs of $6,026,000 and $2,649,000, respectively. The expense for the three months ended March 31, 2009 includes a non-cash charge of $5,478,000 that was recognized as a result of the cancellation of certain long-term incentive awards discussed below. As of March 31, 2009, total compensation cost related to nonvested restricted stock shares and RSUs not yet recognized is $7,983,000, which is expected to be recognized over the next 1.21 years on a weighted-average basis. The following table summarizes our restricted stock activity, including restricted stock shares and RSUs, during the three months ended March 31, 2009:

						Weighted Average
		Number				Grant Date Fair Value				Fair Value
Nonvested at the beginning of period			1,520,156			$	13.71
Granted			1,087,161				2.75
Vested, including shares withheld to cover taxes			(296,535	)			20.28			$	1,121,344	(a)
Forfeited			(763,022	)			5.87
Nonvested at the end of period			1,547,760				6.54			$	4,736,146	(b)
Expected to vest			1,260,729							$	3,857,831	(b)

During the three months ended March 31, 2009, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent to the teammates’ minimum statutory United States tax obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld during the three months ended March 31, 2009 of 80,133 was based on the value of the RSUs on their vesting date as determined by our closing stock price on such date. For the three months ended March 31, 2009, total payments for the employees’ tax obligations to the taxing authorities were $307,000 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.

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 provided for the award of RSUs that were to 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). Due to the economic climate and the decrease in Insight’s stock price, on February 19, 2009, Messrs. Fennessy, Fenton and McGrath agreed to forfeit the awards, resulting in the termination of the awards. Accordingly, no shares were, or will be, issued under these awards. A non-cash charge of $5,478,000 was recognized as a result of the cancellation of these awards. Such amount is included in selling and administrative expenses in the Consolidated Statement of Operations for the three months ended March 31, 2009.

9. 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 under SFAS No. 133 on the balance sheet and gains or losses resulting from changes in fair value of the derivative are recorded currently in income. The Company does not designate its hedges for special hedge accounting under SFAS No. 133.

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

Non-Designated Hedges

We use foreign exchange forward contracts to hedge certain non-functional currency assets and liabilities from changes in exchange rate movements. Our non-functional currency assets and liabilities are primarily related to foreign denominated payables, receivables, and cash balances. These foreign currency forward contracts, carried at fair value, have a maturity of one month or less. We enter into approximately four foreign exchange forward contracts per month with an average notional value of $6.4 million and an average maturity of approximately one week.

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

The following table summarizes our derivative financial instruments as of March 31, 2009 (in thousands):

		Asset Derivatives						Liability Derivatives
		Balance Sheet Location		Fair Value				Balance Sheet Location		Fair Value
Derivatives not designated as hedging instruments under SFAS No. 133
Foreign exchange forward contracts		Other current assets		$	3			Accrued expenses and other current liabilities		$	(299	)
Total derivatives not designated as hedging instruments under SFAS No. 133 (a)				$	3					$	(299	)

The following table summarizes the effect of our derivative financial instruments on our results of operations during the three months ended March 31, 2009 (in thousands):

		Location of Gain (Loss) Recognized in		Amount of Gain (Loss) Recognized in
		Income on Derivative		Income on Derivative
Derivatives not designated as hedging instruments under SFAS No. 133
Foreign exchange contracts		Net foreign currency exchange gain		$	(1,132	)
Total				$	(1,132	)

10. Fair Value Measurements

The following table summarizes the valuation of our financial instruments by the following three categories as of March 31, 2009 (in thousands):

Level 1:		Quoted market prices in active markets for identical assets or liabilities.
Level 2:		Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3:		Unobservable inputs that are not corroborated by market data.

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

						Quoted
						Market				Significant
						Prices in				Other				Significant
		Value as of				Active				Observable				Unobservable
		March 31,				Markets				Inputs				Inputs				Balance Sheet
		2009				(Level 1)				(Level 2)				(Level 3)				Classification
Assets:
Foreign Exchange Derivatives		$	3			$	—			$	3			$	—			Other current assets
Total Assets at Fair Value		$	3			$	—			$	3			$	—
Liabilities:
Foreign Exchange Derivatives		$	299			$	—			$	299			$	—			Other current liabilities
Total Assets at Fair Value		$	299			$	—			$	299			$	—

We have elected to use the income approach to value the foreign exchange derivatives, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount assuming that participants are motivated, but not compelled, to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR rates, foreign exchange rates, and foreign exchange forward points). Mid-market pricing is used as a practical expedient for fair value measurements. SFAS No. 157 states that the fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments.

As of March 31, 2009, we have no nonfinancial assets or liabilities that are measured on a recurring basis and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities. The estimated fair values of our cash 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.

11. Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of March 31, 2009 and December 31, 2008, we had approximately $28,156,000 and $24,623,000, 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

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 twelve to twenty-four months of the teammate’s salary.

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

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 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, the sale agreement contains certain indemnification provisions pursuant to which we are required to indemnify the 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 business prior to and at the time of sale.

Management believes that payments, if any, related to these indemnifications are not probable at March 31, 2009 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 Statement of Financial Accounting Standards SFAS No. 5, “Accounting for Contingencies”, 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.

On March 10, 2008, TeleTech Holdings, Inc. (“TeleTech”) sent us a demand for arbitration pursuant to the Stock Purchase Agreement (“SPA”) pursuant to which 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 disputed TeleTech’s allegations and are defending this matter in arbitration. 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.

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

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 were made against Calence, and we have responded to the subpoena. Pursuant to the Merger Agreement and the Support Agreement, the former owners of Calence have agreed to indemnify us for certain losses and damages that may arise out of or result from this matter, including our fees and expenses for responding to the subpoena.

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 period specified in the first complaint is January 30, 2007 to February 6, 2009). The complaints, which seek unspecified damages, assert claims under the federal securities laws relating to our February 9, 2009 announcement that we expected to restate our financial statements for the year ended December 31, 2007 and for the first three quarters of 2008 and that the restatement would include a material reduction of retained earnings. The complaints also allege that we issued false and misleading financial statements and issued misleading public statements about our results of operations. None of the defendants have responded to the complaints at this time.

On March 19, 2009, we received a letter of informal inquiry from the Securities and Exchange Commission (the “SEC”) requesting certain documents and information relating to the Company’s historical accounting treatment of aged trade credits. We are cooperating with the SEC. We cannot predict the outcome of this investigation.

Management does not believe that the ultimate outcome of these legal proceedings will have a material effect on our results of operations.

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. 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,” 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.

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

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, 2009.

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.

The tables below present information about our reportable operating segments as of and for the three months ended March 31, 2009 and 2008 (in thousands):

		Three Months Ended March 31, 2009
		North America				EMEA				APAC				Consolidated
Net sales		$	660,101			$	270,725			$	20,334			$	951,160
Costs of goods sold			567,059				234,821				17,509				819,389
Gross profit			93,042				35,904				2,825				131,771
Operating expenses:
Selling and administrative expenses			95,107				34,906				3,330				133,343
Severance and restructuring expenses			5,859				417				71				6,347
(Loss) earnings from operations		$	(7,924	)		$	581			$	(576	)			(7,919	)
Non-operating expense, net															2,227
Loss from operations before income taxes															(10,146	)
Income tax benefit															(3,349	)
Net loss														$	(6,797	)
Total assets at period end		$	1,283,579			$	363,534			$	31,612			$	1,468,988	*

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

		Three Months Ended March 31, 2008
		As Restated (1)
		North America				EMEA				APAC				Consolidated
Net sales		$	762,134			$	318,221			$	23,143			$	1,103,498
Costs of goods sold			660,926				271,572				19,378				951,876
Gross profit			101,208				46,649				3,765				151,622
Operating expenses:
Selling and administrative expenses			91,771				39,479				4,211				135,461
Severance and restructuring expenses			1,009				869				22				1,900
Earnings (loss) from operations		$	8,428			$	6,301			$	(468	)			14,261
Non-operating expense, net															1,447
Earnings from operations before income taxes															12,814
Income tax expense															4,641
Net earnings														$	8,173
Total assets at period end		$	2,265,521			$	455,902			$	42,689			$	1,678,118	*

INSIGHT ENTERPRISES, INC.

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 currently only include software and select software-related services.

Consolidated net sales were $951.2 million in the first quarter of 2009, down 14% from the $1.1 billion reported in the first quarter of 2008. Gross profit declined 13% to $131.8 million, while gross margin improved 20 basis points to 13.9%.

We reported a loss from operations of $7.9 million for the first quarter. Results of operations for the three months ended March 31, 2009 included the effects of the following items:

•

termination of equity incentive compensation awards that accelerated a non-cash charge of $5.5 million, $3.5 million net of tax, into the first quarter of 2009;

•

legal and other professional fees of $4.1 million, $2.5million net of tax, associated with the trade credits investigation and restatement quantification; and

•

severance and restructuring expenses of $6.3 million, $4.0 million net of tax, related to resource actions taken in the first quarter and early April. Comparatively, in the first quarter of 2008, we recorded $1.9 million, $1.1 million net of tax, in severance and restructuring charges.

On a consolidated basis, we reported a net loss of $6.8 million and a diluted loss per share of $0.15 for the first quarter. These results also include a tax charge of approximately $600,000 related to the re-measurement of certain deferred tax assets.

Our focus on cash flow initiatives continued to yield benefits in the first quarter and as a result, we ended the quarter with outstanding long-term debt of $171 million, down $57 million from December 31, 2008.

Reconciliations of segment results of operations to consolidated results of operations can be found in Note 12 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.

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

Updated Guidance

We believe that, with current demand levels and with the resource and other actions we have taken over the last several quarters, diluted earnings per share will be between $0.80 and $0.87 for the full year of 2009 with more of the earnings coming in the second half of the year compared to the first half. This outlook does not include the impact of any severance and restructuring expenses, expenses associated with the restatement investigation and administration or related litigation, or other one time charges. This estimated range does, however, include:

•

our expectation of a weak hardware demand environment;

•

the projected negative impact of known rebate program changes from our key software partner, which we now project will result in a $20 — $25 million reduction to our gross profit in 2009, mostly in the second and fourth quarters given our strong software mix in those quarters; and

•

the offsetting benefits of the aggressive cost reduction actions taken to date.

Critical Accounting Estimates

General

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, 2008. 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, 2008.

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, 2009 and 2008:

		Three Months Ended
		March 31,
		2009				2008
						As Restated
						(1)
Net sales			100.0	%			100.0	%
Costs of goods sold			86.1				86.3
Gross profit			13.9				13.7
Selling and administrative expenses			14.0				12.3
Severance and restructuring expenses			0.7				0.2
(Loss) earnings from operations			(0.8	)			1.3
Non-operating expense, net			0.3				0.1
(Loss) earnings before income taxes			(1.1	)			1.2
Income tax (benefit) expense			(0.4	)			0.5
Net (loss) earnings			( 0.7	%)			0.7	%

Net Sales. Net sales for the three months ended March 31, 2009 decreased 14% compared to the three months ended March 31, 2008. Our net sales by operating segment were as follows (dollars in thousands):

		Three Months Ended
		March 31,								%
		2009				2008				Change
						As Restated
						(1)
North America		$	660,101			$	762,134				(13	%)
EMEA			270,725				318,221				(15	%)
APAC			20,334				23,143				(12	%)
Consolidated		$	951,160			$	1,103,498				(14	%)

Net sales in North America decreased 13%, or $102.0 million, primarily due to a 25% decline in hardware sales as incremental sales in the 2009 period from our acquisition of Calence were more than offset by declines across hardware product categories other than networking and connectivity. Software sales were flat year over year, and sales of services were up over 90%, reflecting both the acquisition of Calence and overall strength in the Company’s services business. North America had 1,265 account executives at March 31, 2009, a decrease from 1,292 at March 31, 2008. Net sales per average number of account executives in North America decreased 10% to approximately $518,000 for the three months ended March 31, 2009 from approximately $577,000 for the three months ended March 31, 2008.

Net sales in EMEA decreased 15%, or $47.5 million, in U.S. dollars. Excluding the effects of foreign currency movements, net sales were up 8% over the first quarter of last year. The segment’s United Kingdom operations performed well during the first quarter with hardware sales down only 2% in local currency year over year, while the United Kingdom-based software and services businesses grew 51% and 186%, respectively, in local currency. Across the rest of the EMEA region, net sales were up 2% in local currency. EMEA had 684 account executives at March 31, 2009, an increase from 605 at March 31, 2008. Net sales per average number of account executives in EMEA decreased to approximately $397,000 for the three months ended March 31, 2009 compared to approximately $541,000 for the three months ended March 31, 2008.

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

Our APAC segment recognized net sales of $20.3 million for the three months ended March 31, 2009, a decrease of 12% year over year. Excluding the effects of foreign currency movements, net sales were up 8% over the first quarter of last year.

Percentage of net sales by category for North America, EMEA and APAC were as follows for the three months ended March 31, 2009 and 2008:

		North America								EMEA								APAC
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
Sales Mix		2009				2008				2009				2008				2009				2008
Network and connectivity			14	%			12	%			5	%			4	%			—				—
Notebooks and PDAs			8	%			11	%			7	%			9	%			—				—
Servers and storage			7	%			10	%			5	%			8	%			—				—
Desktops			6	%			8	%			5	%			4	%			—				—
Printers			4	%			4	%			2	%			3	%			—				—
Memory and processors			3	%			3	%			1	%			1	%			—				—
Supplies and accessories			2	%			4	%			4	%			4	%			—				—
Monitors and video			4	%			5	%			3	%			4	%			—				—
Miscellaneous			9	%			9	%			2	%			3	%			—				—
Hardware			57	%			66	%			34	%			40	%			—				—
Software			36	%			31	%			65	%			59	%			100	%			100	%
Services			7	%			3	%			1	%			1	%			<1	%			<1	%
			100	%			100	%			100	%			100	%			100	%			100	%