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

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

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 check mark 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 þ No o

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

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 July 29, 2011 was 45,296,289.

 

 

INSIGHT ENTERPRISES, INC.
QUARTERLY REPORT ON FORM 10-Q
Three Months Ended June 30, 2011

TABLE OF CONTENTS

		Page
PART I — Financial Information
Item 1 — Financial Statements:
Consolidated Balance Sheets (unaudited) — June 30, 2011 and December 31, 2010			1
Consolidated Statements of Operations (unaudited) — Three and Six Months Ended June 30, 2011 and 2010			2
Consolidated Statements of Cash Flows (unaudited) — Six Months Ended June 30, 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			16
Item 3 — Quantitative and Qualitative Disclosures About Market Risk			26
Item 4 — Controls and Procedures			26
PART II — Other Information
Item 1 — Legal Proceedings			26
Item 1A — Risk Factors			27
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3 — Defaults Upon Senior Securities			27
Item 4 — (Removed and Reserved)			27
Item 5 — Other Information			27
Item 6 — Exhibits			28
Signatures			29
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

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 operations, non-operating income and expenses, net earnings or cash flows, working capital needs, sources 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; our plans relating to products and services; the effect of new accounting principles or changes in accounting principles; 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 intention to reinvest undistributed earnings of foreign subsidiaries; our expectations regarding seasonality; 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; our intentions regarding our stock repurchase program; 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 (“IT”) 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.

		June 30,				December 31,
		2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	115,203			$	123,763
Accounts receivable, net of allowances for doubtful accounts of $18,711 and $17,540, respectively			1,256,014				1,135,951
Inventories			117,989				106,734
Inventories not available for sale			39,410				50,677
Deferred income taxes			21,533				23,283
Other current assets			32,148				49,289
Total current assets			1,582,297				1,489,697
Property and equipment, net of accumulated depreciation of $198,093 and $183,809, respectively			138,943				141,399
Goodwill			16,474				16,474
Intangible assets, net of accumulated amortization of $60,581 and $50,755, respectively			64,477				69,081
Deferred income taxes			70,952				73,796
Other assets			15,107				12,836
		$	1,888,250			$	1,803,283
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	886,747			$	881,688
Accrued expenses and other current liabilities			184,672				187,457
Current portion of long-term debt			1,007				997
Deferred revenue			53,993				67,373
Total current liabilities			1,126,419				1,137,515
Long-term debt			142,113				91,619
Deferred income taxes			4,680				5,011
Other liabilities			23,232				24,167
			1,296,444				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; 45,886 shares at June 30, 2011 and 46,325 shares at December 31, 2010 issued and outstanding			459				463
Additional paid-in capital			372,790				377,277
Retained earnings			190,691				149,349
Accumulated other comprehensive income — foreign currency translation adjustments			27,866				17,882
Total stockholders’ equity			591,806				544,971
		$	1,888,250			$	1,803,283

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Net sales		$	1,468,960			$	1,266,913			$	2,688,856			$	2,301,534
Costs of goods sold			1,264,781				1,093,108				2,322,197				1,982,684
Gross profit			204,179				173,805				366,659				318,850
Operating expenses:
Selling and administrative expenses			146,386				127,830				285,487				255,541
Severance and restructuring expenses			3,405				1,318				3,929				1,389
Earnings from operations			54,388				44,657				77,243				61,920
Non-operating (income) expense:
Interest income			(400	)			(179	)			(758	)			(306	)
Interest expense			1,644				1,691				3,456				4,058
Net foreign currency exchange (gain) loss			(686	)			404				(1,164	)			613
Other expense, net			383				403				789				749
Earnings before income taxes			53,447				42,338				74,920				56,806
Income tax expense			18,099				15,424				26,505				20,727
Net earnings		$	35,348			$	26,914			$	48,415			$	36,079
Net earnings per share:
Basic		$	0.76			$	0.58			$	1.04			$	0.78
Diluted		$	0.75			$	0.58			$	1.03			$	0.77
Shares used in per share calculations:
Basic			46,609				46,238				46,559				46,156
Diluted			47,052				46,739				47,117				46,691

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

		Six Months Ended June 30,
		2011				2010
Cash flows from operating activities:
Net earnings		$	48,415			$	36,079
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization			19,125				19,020
Provision for losses on accounts receivable			2,254				(423	)
Write-downs of inventories			4,432				2,764
Write-off of computer software development costs			1,390				—
Non-cash stock-based compensation			3,823				2,862
Excess tax benefit from employee gains on stock-based compensation			(1,541	)			(908	)
Deferred income taxes			3,768				6,572
Changes in assets and liabilities:
Increase in accounts receivable			(93,498	)			(49,556	)
Increase in inventories			(4,002	)			(2,146	)
Decrease (increase) in other current assets			17,691				(4,184	)
Increase in other assets			(1,832	)			(3,344	)
Increase in accounts payable			18,556				153,368
Decrease in deferred revenue			(14,779	)			(3,848	)
Decrease in accrued expenses and other liabilities			(7,220	)			(27,218	)
Net cash (used in) provided by operating activities			(3,418	)			129,038
Cash flows from investing activities:
Payment of additional purchase price consideration for Calence			—				(5,123	)
Purchases of property and equipment			(10,395	)			(8,311	)
Net cash used in investing activities			(10,395	)			(13,434	)
Cash flows from financing activities:
Borrowings on senior revolving credit facility			661,000				514,000
Repayments on senior revolving credit facility			(610,000	)			(580,000	)
Borrowings on accounts receivable securitization financing facility			—				25,000
Repayments on accounts receivable securitization financing facility			—				(25,000	)
Payments on capital lease obligation			(496	)			(435	)
Net repayments under inventory financing facility			(37,975	)			(8,123	)
Proceeds from sales of common stock under employee stock plans			23				35
Excess tax benefit from employee gains on stock-based compensation			1,541				908
Payment of payroll taxes on stock-based compensation through shares withheld			(2,522	)			(1,246	)
Repurchases of common stock			(14,149	)			—
Net cash used in financing activities			(2,578	)			(74,861	)
Foreign currency exchange effect on cash flows			7,831				(10,669	)
(Decrease) increase in cash and cash equivalents			(8,560	)			30,074
Cash and cash equivalents at beginning of period			123,763				68,066
Cash and cash equivalents at end of period		$	115,203			$	98,140

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 June 30, 2011, our results of operations for the three and six months ended June 30, 2011 and 2010 and our cash flows for the six months ended June 30, 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								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Numerator:
Net earnings		$	35,348			$	26,914			$	48,415			$	36,079
Denominator:
Weighted average shares used to compute basic EPS			46,609				46,238				46,559				46,156
Dilutive potential common shares due to dilutive options and restricted stock units, net of tax effect			443				501				558				535
Weighted average shares used to compute diluted EPS			47,052				46,739				47,117				46,691
Net earnings per share:
Basic		$	0.76			$	0.58			$	1.04			$	0.78
Diluted		$	0.75			$	0.58			$	1.03			$	0.77

For the three months ended June 30, 2011 and 2010, 207,000 and 354,000, respectively, of weighted average outstanding stock options were not included in the diluted EPS calculations because the exercise prices of these options were greater than the average market price of our common stock during the respective periods. For the six months ended June 30, 2011 and 2010, the excluded weighted average outstanding stock options were 216,000 and 446,000, respectively.

3. Debt, Capital Lease Obligation and Inventory Financing Facility

Debt

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

		June 30,				December 31,
		2011				2010
Senior revolving credit facility		$	141,000			$	90,000
Accounts receivable securitization financing facility			—				—
Capital lease obligation			2,120				2,616
Total			143,120				92,616
Less: current portion of obligation under capital lease			(1,007	)			(997	)
Less: current portion of revolving credit facilities			—				—
Long-term debt		$	142,113			$	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 June 30, 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 June 30, 2011 was equal to the maximum available under the facilities of $450,000,000.

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 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 June 30, 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 $1,785,000 and $1,283,000 as of June 30, 2011 and December 31, 2010, respectively.

Inventory Financing Facility

As of June 30, 2011 and December 31, 2010, $97,137,000 and $135,112,000, respectively, was included in accounts payable within the consolidated balance sheets related to our inventory financing facility.

4. Income Taxes

Our effective tax rate for the three and six months ended June 30, 2011 was 33.9% and 35.4%, respectively. For the three months ended June 30, 2011, our effective tax rate was lower than the United States federal statutory rate of 35.0% due primarily to lower taxes on earnings in foreign jurisdictions and the release of a valuation allowance in the United Kingdom, partially offset by state income taxes, net of federal tax. For the six months ended June 30, 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 tax, partially offset by lower taxes on earnings in foreign jurisdictions as well as the release of a valuation allowance in the United Kingdom.

Our effective tax rate for the three and six months ended June 30, 2010 was 36.4% and 36.5%, respectively. For the three and six months ended June 30, 2010, our effective tax rate was higher than the United States federal statutory rate of 35.0% due primarily to state income taxes, net of federal tax, partially offset by lower taxes on earnings in foreign jurisdictions.

As of June 30, 2011 and December 31, 2010, we had $6,230,000 and $6,013,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $568,000 and $425,000 relate to accrued interest as of June 30, 2011 and December 31, 2010, respectively.

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

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.

5. Severance and Restructuring Activities

Severance Costs Expensed for 2011 Resource Actions

During the three months ended June 30, 2011, North America and EMEA recorded severance expense totaling $1,164,000 and $2,286,000, respectively, and during the six months ended June 30, 2011, North America and EMEA recorded severance expense totaling $1,485,000 and $2,525,000, respectively, related to 2011 resource actions. The charges were associated with severance for the elimination of certain positions based on a re-alignment of roles and responsibilities. The remaining outstanding obligations as of June 30, 2011 of $926,000 and $2,333,000 for North America and EMEA, respectively, 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 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 June 30, 2011 (in thousands):

		North America				EMEA				Consolidated
Balance at December 31, 2010		$	1,166			$	575			$	1,741
Foreign currency translation adjustments			—				70				70
Adjustments			(45	)			(36	)			(81	)
Cash payments			(488	)			(200	)			(688	)
Balance at June 30, 2011		$	633			$	409			$	1,042

In North America, adjustments totaling $45,000 were recorded as a reduction to severance and restructuring expense during the three months ended June 30, 2011 and a reduction of the related severance accrual due to changes in estimates as cash payments were made. No adjustments were recorded for EMEA during the three months ended June 30, 2011. In North America and EMEA, adjustments totaling $45,000 and $36,000, respectively, were recorded as a reduction to severance and restructuring expense during the six months ended June 30, 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 June 30, 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 $1,188,000 and $1,113,000, respectively. The increase in this total liability during the six months ended June 30, 2011 was attributable to foreign currency translation adjustments. All remaining outstanding obligations are expected to be paid in the next twelve months 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								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
North America		$	1,399			$	1,247			$	2,821			$	2,189
EMEA			468				359				892				597
APAC			61				42				110				76
Total		$	1,928			$	1,648			$	3,823			$	2,862

Stock Options

The following table summarizes our stock option activity during the six months ended June 30, 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			(1,600	)			14.14			$	5,986
Forfeited or expired			(37,747	)			19.67
Outstanding at June 30, 2011			204,105				17.71			$	13,239				1.45
Exercisable at June 30, 2011			204,105				17.71			$	13,239				1.45
Vested and expected to vest			204,105				17.71			$	13,239				1.45

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $17.71 as of June 30, 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 June 30, 2011, all outstanding options are exercisable, including 200,000 options with an exercise price of $17.77 and a remaining contractual life of 1.47 years. The remaining 4,105 outstanding options have exercise prices ranging from $14.00 to $21.67 and a weighted average remaining contractual life of 0.24 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 and six months ended June 30, 2010, we recorded stock-based compensation expense related to stock options, net of an estimate of forfeitures, of $92,000 and $183,000, respectively.

Restricted Stock

For the three months ended June 30, 2011 and 2010, we recorded stock-based compensation expense, net of estimated forfeitures, related to restricted stock units (“RSUs”) of $1,928,000 and $1,556,000, respectively. For the six months ended June 30, 2011 and 2010, we recorded stock-based compensation expense, net of an estimate of forfeitures, related to RSUs of $3,823,000 and $2,679,000, respectively. As of June 30, 2011, total compensation cost not yet recognized related to nonvested RSUs is $14,720,000, which is expected to be recognized over the next 1.25 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 six months ended June 30, 2011:

						Weighted Average
		Number				Grant Date Fair Value				Fair Value
Nonvested at January 1, 2011			1,599,376			$	9.99
Granted			524,374				18.14
Vested, including shares withheld to cover taxes			(575,682	)			9.24			$	9,512,322	(a)
Forfeited			(89,802	)			10.29
Nonvested at June 30, 2011			1,458,266				13.20			$	25,825,891	(b)
Expected to vest			1,350,277							$	23,913,406	(b)

During the six months ended June 30, 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 six months ended June 30, 2011 and 2010 of 142,551 and 93,473, 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 six months ended June 30, 2011 and 2010, total payments for the employees’ tax obligations to the taxing authorities were $2,522,000 and $1,246,000, 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.

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

The following table summarizes our derivative financial instruments as of June 30, 2011 and December 31, 2010 (in thousands):

				June 30, 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		$	155			$	—			$	28			$	—
Foreign exchange forward contracts		Accrued expenses and other current liabilities			—				—				—				91
Total derivatives not designated as hedging instruments				$	155			$	—			$	28			$	91

The following table summarizes the effect of our derivative financial instruments on our results of operations during the three and six months ended June 30, 2011 and 2010 (in thousands):

Derivatives Not Designated as		Location of Gain Recognized in		Amount of Gain Recognized in
Hedging Instruments		Earnings on Derivatives		Earnings on Derivatives
				Three Months Ended								Six Months Ended
				June 30,								June 30,
				2011				2010				2011				2010
Foreign exchange forward contracts		Net foreign currency exchange gain		$	(256	)		$	(1,063	)		$	(600	)		$	(1,461	)
Total				$	(256	)		$	(1,063	)		$	(600	)		$	(1,461	)

8. Fair Value Measurements

The following table summarizes the valuation of our financial instruments by the following three categories as of June 30, 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.

				June 30, 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		$	—			$	1,242			$	—			$	1,245
		Level 2			155				—				28				—
		Level 3			—				—				—				—
				$	155			$	1,242			$	28			$	1,245
Accrued expenses and other current liabilities		Level 1		$	—			$	—			$	—			$	—
		Level 2			—				—				91				—
		Level 3			—				—				—				—
				$	—			$	—			$	91			$	—

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

9. Comprehensive Income

Comprehensive income for the three and six months ended June 30, 2011 and 2010 includes the following component (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Net earnings		$	35,348			$	26,914			$	48,415			$	36,079
Other comprehensive income, net of tax:
Foreign currency translation adjustments			1,961				(8,044	)			9,984				(15,163	)
Total comprehensive income		$	37,309			$	18,870			$	58,399			$	20,916

10. Share Repurchase Program

On May 26, 2011, we announced that our Board of Directors had authorized the repurchase of up to $50,000,000 of our common stock. Any share repurchases will be made on the open market, through block trades, through 10b5-1 plans or otherwise. The amount of shares purchased and the timing of the purchases will be based on working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares. During the three months ended June 30, 2011, we purchased in open market transactions 873,261 shares of our common stock at a total cost of approximately $14,149,000 (an average price of $16.20 per share). All shares repurchased to date have been retired as of June 30, 2011.

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 June 30, 2011, we had approximately $12,609,000 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.

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

Management believes that payments, if any, related to these indemnifications are not probable at June 30, 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.

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.

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

In August 2010, in connection with an investigation being conducted by the United States Department of Justice (the “DOJ”), our subsidiary, Calence, LLC, 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.

12. Segment Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Currently, our offerings in North America and the United Kingdom include IT hardware, software and services. Our offerings in the remainder of our EMEA segment and in APAC are almost entirely software and select software-related services. Net sales by product or service type for North America, EMEA and APAC were as follows for the three and six months ended June 30, 2011 and 2010 (in thousands):

		North America								EMEA								APAC
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
Sales Mix		2011				2010				2011				2010				2011				2010
Hardware		$	615,697			$	528,295			$	104,819			$	98,330			$	453			$	352
Software			310,817				285,974				291,952				256,614				74,858				40,380
Services			62,809				51,232				6,108				4,266				1,447				1,470
		$	989,323			$	865,501			$	402,879			$	359,210			$	76,758			$	42,202

		North America								EMEA								APAC
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
Sales Mix		2011				2010				2011				2010				2011				2010
Hardware		$	1,157,345			$	982,746			$	225,935			$	219,562			$	632			$	410
Software			556,387				470,965				502,092				448,124				108,971				68,900
Services			122,630				100,084				11,829				8,817				3,035				1,926
		$	1,836,362			$	1,553,795			$	739,856			$	676,503			$	112,638			$	71,236

All intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments and on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales for the three or six months ended June 30, 2011.

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

A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we provide 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 June 30, 2011 and 2010 (in thousands):

		Three Months Ended June 30, 2011
		North America				EMEA				APAC				Consolidated
Net sales		$	989,323			$	402,879			$	76,758			$	1,468,960
Costs of goods sold			857,184				343,021				64,576				1,264,781
Gross profit			132,139				59,858				12,182				204,179
Operating expenses:
Selling and administrative expenses			94,994				44,606				6,786				146,386
Severance and restructuring expenses			1,119				2,286				—				3,405
Earnings from operations		$	36,026			$	12,966			$	5,396				54,388
Non-operating expense, net															941
Earnings before income taxes															53,447
Income tax expense															18,099
Net earnings														$	35,348
Total assets at period end		$	1,454,329			$	602,727			$	128,824			$	2,185,880	*

		Three Months Ended June 30, 2010
		North America				EMEA				APAC				Consolidated
Net sales		$	865,501			$	359,210			$	42,202			$	1,266,913
Costs of goods sold			745,877				312,727				34,504				1,093,108
Gross profit			119,624				46,483				7,698				173,805
Operating expenses:
Selling and administrative expenses			86,366				36,491				4,973				127,830
Severance and restructuring expenses			943				375				—				1,318
Earnings from operations		$	32,315			$	9,617			$	2,725				44,657
Non-operating expense, net															2,319
Earnings before income taxes															42,338
Income tax expense															15,424
Net earnings														$	26,914
Total assets at period end		$	1,408,031			$	498,976			$	64,595			$	1,971,602	**

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

The tables below present information about our reportable operating segments as of and for the six months ended June 30, 2011 and 2010 (in thousands):

		Six Months Ended June 30, 2011
		North America				EMEA				APAC				Consolidated
Net sales		$	1,836,362			$	739,856			$	112,638			$	2,688,856
Costs of goods sold			1,594,763				632,783				94,651				2,322,197
Gross profit			241,599				107,073				17,987				366,659
Operating expenses:
Selling and administrative expenses			187,575				85,658				12,254				285,487
Severance and restructuring expenses			1,440				2,489				—				3,929
Earnings from operations		$	52,584			$	18,926			$	5,733				77,243
Non-operating expense, net															2,323
Earnings before income taxes															74,920
Income tax expense															26,505
Net earnings														$	48,415
Total assets at period end		$	1,454,329			$	602,727			$	128,824			$	2,185,880	*

		Six Months Ended June 30, 2010
		North America				EMEA				APAC				Consolidated
Net sales		$	1,553,795			$	676,503			$	71,236			$	2,301,534
Costs of goods sold			1,335,224				588,759				58,701				1,982,684
Gross profit			218,571				87,744				12,535				318,850
Operating expenses:
Selling and administrative expenses			171,229				74,890				9,422				255,541
Severance and restructuring expenses			943				446				—				1,389
Earnings from operations		$	46,399			$	12,408			$	3,113				61,920
Non-operating expense, net															5,114
Earnings before income taxes															56,806
Income tax expense															20,727
Net earnings														$	36,079
Total assets at period end		$	1,408,031			$	498,976			$	64,595			$	1,971,602	**

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 June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
North America		$	7,549			$	7,602			$	15,234			$	15,483
EMEA			1,746				1,503				3,467				3,196
APAC			212				172				424				341
Total		$	9,507			$	9,277			$	19,125			$	19,020

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 second quarter of 2011, resulting in double digit sales growth for the fifth consecutive quarter. Consolidated net sales were $1.47 billion in the second quarter of 2011, an increase of 16% from $1.27 billion in the second quarter of 2010. Gross profit for the three months ended June 30, 2011 increased 17% to $204.2 million, and gross margin increased 20 basis points to 13.9%. On a consolidated basis, we reported earnings from operations of $54.4 million, net earnings of $35.3 million and diluted earnings per share of $0.75 for the second quarter of 2011. This compares to earnings from operations of $44.7 million, net earnings of $26.9 million and diluted earnings per share of $0.58 for the second quarter of 2010.

Our consolidated results of operations for the second quarter of 2011 include $3.4 million, $2.3 million net of tax, of severance expense, compared to $1.3 million, $844,000 net of tax, recorded during the second quarter of 2010. Net of tax amounts were computed using the statutory tax rate for the taxing jurisdictions in the operating segment in which the related expenses were recorded.

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

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.

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

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.

Results of Operations

The following table sets forth for the periods presented certain financial data as a percentage of net sales for the three and six months ended June 30, 2011 and 2010:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Net sales			100.0	%			100.0	%			100.0	%			100.0	%
Costs of goods sold			86.1				86.3				86.4				86.1
Gross profit			13.9				13.7				13.6				13.9
Selling and administrative expenses			10.0				10.1				10.6				11.1
Severance and restructuring expenses			0.2				0.1				0.1				0.1
Earnings from operations			3.7				3.5				2.9				2.7
Non-operating expense, net			0.1				0.2				0.1				0.2
Earnings before income taxes			3.6				3.3				2.8				2.5
Income tax expense			1.2				1.2				1.0				0.9
Net earnings			2.4	%			2.1	%			1.8	%			1.6	%

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

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

Net Sales. Net sales for the three months ended June 30, 2011 increased 16% compared to the three months ended June 30, 2010. Net sales for the six months ended June 30, 2011 increased 17% compared to the six months ended June 30, 2010. Our net sales by operating segment were as follows (dollars in thousands):

		Three Months Ended												Six Months Ended
		June 30,								%				June 30,								%
		2011				2010				Change				2011				2010				Change
North America		$	989,323			$	865,501				14	%		$	1,836,362			$	1,553,795				18	%
EMEA			402,879				359,210				12	%			739,856				676,503				9	%
APAC			76,758				42,202				82	%			112,638				71,236				58	%
Consolidated		$	1,468,960			$	1,266,913				16	%		$	2,688,856			$	2,301,534				17	%

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

Net sales in North America increased 14%, or $123.8 million, for the three months ended June 30, 2011 compared to the three months ended June 30, 2010. Net sales of hardware, software and services increased 17%, 9% and 23%, respectively, year over year. We continued to see double digit growth year over year across both our large accounts and middle market client groups in the second quarter. 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 North America increased 18%, or $282.6 million for the six months ended June 30, 2011 compared to the six months ended June 30, 2010, primarily as a result of generally higher demand for IT products. On a year to date basis, net sales of hardware, software and services increased 18%, 18% and 23%, respectively, year over year.

Net sales in EMEA increased 12%, or $43.7 million, in U.S. dollars, for the three months ended June 30, 2011 compared to the three months ended June 30, 2010. Excluding the effects of foreign currency movements, net sales were flat compared to the second 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 our other markets. Net sales of hardware were up 7% year over year in U.S. dollars, down 2% excluding the effects of foreign currency movements, as growth rates have moderated somewhat due to a decrease in spending in the public sector market, mostly offset by growth in the mid market client space. Software net sales increased 14% year over year in U.S. dollars, 1% excluding the effects of foreign currency movements, due primarily to a modest increase in volume, as softness in the public sector market was offset by new client engagements in the mid market client space. Net sales of services increased 43% year over year in U.S. dollars, 27% excluding the effects of foreign currency movements, due primarily to higher volume and new client engagements.

Net sales in EMEA increased 9%, or $63.4 million, in U.S. dollars, for the six months ended June 30, 2011 compared to the six months ended June 30, 2010. Excluding the effects of foreign currency movements, net sales were up 2% compared to the first six months of last year. On a year to date basis, hardware and software sales increased 3% and 12%, respectively, while sales of services improved 34% year over year, in U.S. dollars. Excluding the effects of foreign currency movements, hardware sales declined 3% year to year, while net sales of software and services increased 4% and 25%, respectively, year over year. The year to date decrease in hardware sales primarily resulted from a decrease in spending in the public sector market, while the increases in software and services sales primarily resulted from higher volume and new client engagements.

Our APAC segment recognized net sales of $76.8 million for the three months ended June 30, 2011, a year over year increase of 82% from the three months ended June 30, 2010 in U.S. dollars, 55% excluding the effects of foreign currency movements. The significant increase primarily resulted from new public sector client engagements in the 2011 quarter.

Net sales in APAC increased 58%, or $41.4 million, in U.S. dollars, for the six months ended June 30, 2011 compared to the six months ended June 30, 2010, 39% excluding the effects of foreign currency movements. The year to date increase primarily resulted from higher volume and new client engagements, particularly public sector clients.

The percentage of net sales by category for North America, EMEA and APAC were as follows for the three months ended June 30, 2011 and 2010:

		North America								EMEA								APAC
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
Sales Mix		2011				2010				2011				2010				2011				2010
Hardware			62	%			61	%			26	%			27	%			1	%			1	%
Software			32	%			33	%			72	%			72	%			97	%			96	%
Services			6	%			6	%			2	%			1	%			2	%			3	%
			100	%			100	%			100	%			100	%			100	%			100	%