UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~March 31,~~June 30, 2021

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

For the transition period from to

Commission File Number: 0-25092

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-0766246

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

6820 South Harl Avenue, Tempe, Arizona 85283

(Address of principal executive offices) (Zip Code)

(480) 333-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.01		NSIT		The NASDAQ Global Select Market

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 ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒

No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

The number of shares outstanding of the issuer’s common stock as of ~~April~~July 30, 2021 was ~~35,321,102.~~34,855,832.

INSIGHT ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q

Three Months Ended ~~March 31,~~June 30, 2021

TABLE OF CONTENTS

		Page
PART I -	Financial Information

Item 1 –	Financial Statements:

	Consolidated Balance Sheets (unaudited) – ~~March 31,~~June 30, 2021 and December 31, 2020	1

	Consolidated Statements of Operations (unaudited) – Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	2

	Consolidated Statements of Comprehensive Income (unaudited) – Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	3

	Consolidated Statements of Stockholders’ Equity (unaudited) – Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020	4

	Consolidated Statements of Cash Flows (unaudited) – ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	3035

Item 4 –	Controls and Procedures	3035

PART II -	Other Information	3136

Item 1 –	Legal Proceedings	3136

Item 1A –	Risk Factors	3136

Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	3136

Item 3 –	Defaults Upon Senior Securities	3237

Item 4 –	Mine Safety Disclosures	3237

Item 5 –	Other Information	3237

Item 6 –	Exhibits	3338

Signatures		3439

INSIGHT ENTERPRISES, INC.

Forward-Looking Information

References to “the Company,” “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise. 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, and matters that affect, net sales, gross profit, gross margin, operating expenses, earnings from operations, non-operating income and expenses, net earnings or cash flows, cash needs and the payment of accrued expenses and liabilities; our future responses to and the potential impact of coronavirus strain COVID-19 (“COVID-19”) on our Company; our expectations regarding current supply constraints; the expected effects of seasonality on our business; expectations of further consolidation and trends in the Information Technology (“IT”) industry; our business strategy and our strategic initiatives, including our efforts to grow our core business in the current environment, develop and grow our global cloud business and build scalable solutions; expectations regarding partner incentives; our expectations about future benefits of our acquisitions and our plans related thereto, including potential expansion into wider regions; the increasing demand for big data solutions; the availability of competitive sources of products for our purchase and resale; our intentions concerning the payment of dividends; our acquisition strategy; our ability to offset the effects of inflation and manage any increase in interest rates; projections of capital expenditures; our plans to continue to evolve our IT systems, including migration of EMEA’s current system; the sufficiency of our capital resources, the availability of financing and our needs or plans relating thereto; the effects of new accounting principles and expected dates of adoption; the effect of indemnification obligations; projections about the outcome of ongoing tax audits; our expectations regarding future tax rates; adequate provisions for and our positions and strategies with respect to ongoing and threatened litigation and expected outcomes; our ability to expand our client relationships; our expectations that pricing pressures in the IT industry will continue; our plans to use cash flow from operations for working capital, to pay down debt, make capital expenditures, fund acquisitions, and repurchase shares of our common stock; our belief that our office facilities are adequate and that we will be able to extend our current leases or locate substitute facilities on satisfactory terms; our belief that we have adequate provisions for losses; our expectation that we will not incur interest payments under our inventory financing facilities; our expectations that future income will be sufficient to fully recover deferred tax assets; our exposure to off-balance sheet arrangements; 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 results described in 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, which are discussed in “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020:

•

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

•

our reliance on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can change significantly in the amounts made available and in the requirements year over year;

•

the duration and severity of the COVID-19 pandemic and its effects on our business, results of operations and financial condition, as well as the widespread outbreak of any other illnesses or communicable diseases;

•

general economic conditions, economic uncertainties and changes in geopolitical conditions;

INSIGHT ENTERPRISES, INC.

•

changes in the IT ~~industry~~Industry and/or rapid changes in technology;

•

supply constraints for hardware including devices;

•

accounts receivable risks, including increased credit loss experience or extended payment terms with our clients;

•

our reliance on independent shipping companies;

•

the risks associated with our international operations;

•

natural disasters or other adverse occurrences;

•

disruptions in our IT systems and voice and data networks;

•

cyberattacks or breaches of data privacy and security regulations;

•

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

•

legal proceedings, including PCM related litigation, client audits and failure to comply with laws and regulations;

•

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

•

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

•

our potential to draw down a substantial amount of indebtedness;

•

the conditional conversion feature of the convertible senior notes (the “Notes”), which ifhas been triggered, may adversely affect the Company’s financial condition and operating results;

•

the accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a material effect on the Company’s reported financial results;

•

the Company is subject to counterparty risk with respect to certain hedge and warrant transactions entered into in connection with the issuance of the Notes (the “Call Spread Transactions”);

•

risks associated with the discontinuation of LIBOR as a benchmark rate;

•

increased debt and interest expense and decreased availability of funds under our financing facilities;

•

possible significant fluctuations in our future operating results as well as seasonality and variability in customer demands;

•

our dependence on certain key personnel;

•

risks associated with the integration and operation of acquired businesses, including PCM and the achievement of expected synergies and benefits; and

•

future sales of the Company’s common stock or equity-linked securities in the public market could lower the market price for our common stock.

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 (the “SEC”). Any forward-looking statements in this report are made as of the date of this filing and 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, except as may be required by law, do not intend to update, any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	138,753		$	128,313		$	107,813		$	128,313
Accounts receivable, net of allowance for doubtful accounts of $15,664 and $15,106, respectively		2,583,716			2,685,448
Accounts receivable, net of allowance for doubtful accounts of $15,716 and $15,106, respectively								3,045,324			2,685,448
Inventories		253,297			185,650			214,385			185,650
Other current assets		177,927			177,039			187,707			177,039
Total current assets		3,153,693		$	3,176,450			3,555,229		$	3,176,450
Property and equipment, net of accumulated depreciation and amortization of $254,747 and $256,065, respectively		148,531			146,016
Property and equipment, net of accumulated depreciation and amortization of $257,398 and $256,065, respectively								149,979			146,016
Goodwill		429,757			429,368			430,846			429,368
Intangible assets, net of accumulated amortization of $111,245 and $103,483, respectively		239,833			246,915
Intangible assets, net of accumulated amortization of $119,337 and $103,483, respectively								232,487			246,915
Other assets		282,793			311,983			298,506			311,983
	$	4,254,607		$	4,310,732		$	4,667,047		$	4,310,732
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable—trade	$	1,460,172		$	1,461,312		$	1,782,131		$	1,461,312
Accounts payable—inventory financing facilities		309,075			356,930			309,316			356,930
Accrued expenses and other current liabilities		404,995			408,117			391,557			408,117
Current portion of long-term debt		830			1,105			650			1,105
Total current liabilities		2,175,072			2,227,464			2,483,654			2,227,464
Long-term debt		416,401			437,581			483,252			437,581
Deferred income taxes		33,963			33,209			35,268			33,209
Other liabilities		246,005			270,049			263,046			270,049
		2,871,441			2,968,303			3,265,220			2,968,303
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; 0 shares issued		—			—			—			—
Common stock, $0.01 par value, 100,000 shares authorized; 35,320 shares at March 31, 2021 and 35,103 shares at December 31, 2020 issued and outstanding		353			351
Common stock, $0.01 par value, 100,000 shares authorized; 34,845 shares at June 30, 2021 and 35,103 shares at December 31, 2020 issued and outstanding								348			351
Additional paid-in capital		361,935			364,288			361,412			364,288
Retained earnings		1,036,413			993,245			1,050,074			993,245
Accumulated other comprehensive loss – foreign currency translation adjustments		(15,535	)		(15,455	)		(10,007	)		(15,455	)
Total stockholders’ equity		1,383,166			1,342,429			1,401,827			1,342,429
	$	4,254,607		$	4,310,732		$	4,667,047		$	4,310,732

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020			2021		2020		2021			2020
Net sales:
Products	$	1,893,020		$	1,848,316		$	1,889,178	$	1,672,933	$	3,782,198		$	3,521,249
Services		300,048			295,735			340,323		295,802		640,371			591,537
Total net sales		2,193,068			2,144,051			2,229,501		1,968,735		4,422,569			4,112,786
Costs of goods sold:
Products		1,721,258			1,670,238			1,715,729		1,517,947		3,436,987			3,188,185
Services		140,336			148,477			147,089		126,399		287,425			274,876
Total costs of goods sold		1,861,594			1,818,715			1,862,818		1,644,346		3,724,412			3,463,061
Gross profit		331,474			325,336			366,683		324,389		698,157			649,725
Operating expenses:
Selling and administrative expenses		271,190			268,863			277,087		242,580		548,277			511,443
Severance and restructuring expenses, net		(6,740	)		2,144			1,127		7,010		(5,613	)		9,154
Acquisition and integration related expenses		—			1,466			—		611		—			2,077
Earnings from operations		67,024			52,863			88,469		74,188		155,493			127,051
Non-operating (income) expense:
Interest expense, net		9,969			11,826			9,583		10,219		19,552			22,045
Other expense (income), net		388			(1,563	)		346		1,098		734			(465	)
Earnings before income taxes		56,667			42,600			78,540		62,871		135,207			105,471
Income tax expense		13,499			8,639			19,979		16,486		33,478			25,125
Net earnings	$	43,168		$	33,961		$	58,561	$	46,385	$	101,729		$	80,346
Net earnings per share:
Basic	$	1.23		$	0.96		$	1.67	$	1.32	$	2.89		$	2.29
Diluted	$	1.18		$	0.95		$	1.58	$	1.32	$	2.76		$	2.27
Shares used in per share calculations:
Basic		35,199			35,233			35,097		35,060		35,148			35,147
Diluted		36,699			35,646			37,135		35,260		36,917			35,453

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months Ended March 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2021			2020			2021		2020		2021		2020
Net earnings	$	43,168		$	33,961		$	58,561	$	46,385	$	101,729	$	80,346
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(80	)		(17,831	)		5,528		7,619		5,448		(10,212	)
Total comprehensive income	$	43,088		$	16,130		$	64,089	$	54,004	$	107,177	$	70,134

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Common Stock				Treasury Stock				Additional Paid-in			Accumulated Other Comprehensive			Retained		Total Stockholders'			Common Stock						Treasury Stock						Additional Paid-in			Accumulated Other Comprehensive			Retained			Total Stockholders'
																				Shares			Par Value			Shares			Amount			Capital			Loss			Earnings			Equity
Balances at March 31, 2020																					35,049		$	350			—		$	—		$	351,648		$	(55,995	)	$	854,566		$	1,150,569
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes																					21			1			—			—			(49	)		—			(1	)		(49	)
Stock-based compensation expense																					—			—			—			—			2,832			—			—			2,832
Foreign currency translation adjustments, net of tax																					—			—			—			—			—			7,619			—			7,619
Net earnings																					—			—			—			—			—			—			46,385			46,385
Balances at June 30, 2020																					35,070		$	351			—		$	—		$	354,431		$	(48,376	)	$	900,950		$	1,207,356

Balances at March 31, 2021																					35,320		$	353			—		$	—		$	361,935		$	(15,535	)	$	1,036,413		$	1,383,166
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes																					22			—			—			—			(87	)		—			—			(87	)
Stock-based compensation expense																					—			—			—			—			4,659			—			—			4,659
Repurchase of treasury stock																					—			—			(497	)		(50,000	)		—			—			—			(50,000	)
Retirement of treasury stock																					(497	)		(5	)		497			50,000			(5,095	)		—			(44,900	)		—
Foreign currency translation adjustments, net of tax																					—			—			—			—			—			5,528			—			5,528
Net earnings																					—			—			—			—			—			—			58,561			58,561
Balances at June 30, 2021																					34,845		$	348			—		$	—		$	361,412		$	(10,007	)	$	1,050,074		$	1,401,827

Balances at December 31, 2019																					35,263		$	353		—			$ —			$	357,032		$	(38,164	)	$	841,097		$	1,160,318
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes																					252			3			—			—			(5,339	)		—			(1	)		(5,337	)
Stock-based compensation expense																					—			—			—			—			7,241			—			—			7,241
Repurchase of treasury stock																					—			—			(445	)		(25,000	)		—			—			—			(25,000	)
Retirement of treasury stock																					(445	)		(5	)		445			25,000			(4,503	)		—			(20,492	)		—
Foreign currency translation adjustments, net of tax																					—			—			—			—			—			(10,212	)		—			(10,212	)
Net earnings																					—			—			—			—			—			—			80,346			80,346
Balances at June 30, 2020																					35,070		$	351			—		$	—		$	354,431		$	(48,376	)	$	900,950		$	1,207,356
	Shares		Par Value		Shares		Amount		Capital			Loss			Earnings		Equity
Balances at December 31, 2020		35,103	$	351		—	$	—	$	364,288		$	(15,455	)	$	993,245	$	1,342,429			35,103		$	351			—		$	—		$	364,288		$	(15,455	)	$	993,245		$	1,342,429
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		217		2		—		—		(7,069	)		—			—		(7,067	)		239			2			—			—			(7,156	)		—			—			(7,154	)
Stock-based compensation expense		—		—		—		—		4,716			—			—		4,716			—			—			—			—			9,375			—			—			9,375
Repurchase of treasury stock																					—			—			(497	)		(50,000	)		—	��		—			—			(50,000	)
Retirement of treasury stock																					(497	)		(5	)		497			50,000			(5,095	)		—			(44,900	)		—
Foreign currency translation adjustments, net of tax		—		—		—		—		—			(80	)		—		(80	)		—			—			—			—			—			5,448			—			5,448
Net earnings		—		—		—		—		—			—			43,168		43,168			—			—			—			—			—			—			101,729			101,729
Balances at March 31, 2021		35,320	$	353		—	$	—	$	361,935		$	(15,535	)	$	1,036,413	$	1,383,166
Balances at June 30, 2021																					34,845		$	348			—		$	—		$	361,412		$	(10,007	)	$	1,050,074		$	1,401,827

Common Stock

Treasury Stock

Additional
Paid-in

Accumulated
Other
Comprehensive

Retained

Total
Stockholders'

Shares

Par Value

Shares

Amount

Capital

Loss

Earnings

Equity

Balances at December 31, 2019

35,263

$
353

—

$ —

$
357,032

$
(38,164
)

$
841,097

$
1,160,318

Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes

231

2

—

—

(5,289
)

—

(1
)

(5,288
)
Stock-based compensation expense

—

—

—

—

4,409

—

—

4,409

Repurchase of treasury stock

—

—

(445
)

(25,000
)

—

—

(25,000
)
Retirement of treasury stock

(445
)

(5
)

445

25,000

(4,504
)

—

(20,491
)

—

Foreign currency translation adjustments, net of tax

—

—

—

—

—

(17,831
)

—

(17,831
)
Net earnings

—

—

—

—

—

—

33,961

33,961

Balances at March 31, 2020

35,049

$
350

—

$
—

$
351,648

$
(55,995
)

$
854,566

$
1,150,569

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net earnings	$	43,168		$	33,961		$	101,729		$	80,346
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		14,222			17,397			28,498			34,623
Provision for losses on accounts receivable		2,178			3,136			3,838			6,570
Non-cash stock-based compensation		4,716			4,409			9,375			7,241
Deferred income taxes		643			(509	)		1,815			(1,464	)
Amortization of debt discount		4,172			3,965			8,375			8,002
Other adjustments		(7,617	)		1,297			(5,308	)		2,829
Changes in assets and liabilities:
Decrease in accounts receivable		93,485			22,648
Increase in accounts receivable								(362,109	)		(182,511	)
Increase in inventories		(67,946	)		(48,332	)		(31,072	)		(26,647	)
Decrease in other assets		16,759			57,241
(Decrease) increase in accounts payable		(25,315	)		23,277
(Increase) decrease in other assets								(8,282	)		46,088
Increase in accounts payable								294,860			529,742
Decrease in accrued expenses and other liabilities		(35,759	)		(25,364	)		(36,532	)		(7,290	)
Net cash provided by operating activities		42,706			93,126			5,187			497,529
Cash flows from investing activities:
Proceeds from sale of assets held for sale		27,211			14,218			27,211			14,218
Purchases of property and equipment		(7,847	)		(7,382	)		(16,837	)		(14,494	)
Acquisitions, net of cash and cash equivalents acquired		—			(6,406	)		—			(6,406	)
Net cash provided by investing activities		19,364			430
Net cash provided by (used in) investing activities								10,374			(6,682	)
Cash flows from financing activities:
Borrowings on ABL revolving credit facility		897,848			678,197			1,838,680			1,381,179
Repayments on ABL revolving credit facility		(921,848	)		(788,443	)		(1,798,680	)		(1,807,421	)
Net repayments under inventory financing facilities		(17,782	)		(764	)
Net (repayments) borrowings under inventory financing facilities								(17,538	)		7,457
Repurchases of common stock		—			(25,000	)		(50,000	)		(25,000	)
Other payments		(7,485	)		(5,756	)		(7,944	)		(6,791	)
Net cash used in financing activities		(49,267	)		(141,766	)		(35,482	)		(450,576	)
Foreign currency exchange effect on cash, cash equivalents and restricted cash balances		(2,445	)		(3,615	)		(594	)		(814	)
Increase (decrease) in cash, cash equivalents and restricted cash		10,358			(51,825	)
(Decrease) increase in cash, cash equivalents and restricted cash								(20,515	)		39,457
Cash, cash equivalents and restricted cash at beginning of period		130,582			116,297			130,582			116,297
Cash, cash equivalents and restricted cash at end of period	$	140,940		$	64,472		$	110,067		$	155,754

See accompanying notes to consolidated financial statements.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.Basis of Presentation and Recently Issued Accounting Standards

We empower organizations of all sizes with Insight Intelligent Technology Solutions^TM and services to maximize the business value of Information Technology (“IT”) in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked global provider of digital innovation, cloud/data center transformation, and connected workforce solutions, together with our supply chain optimization expertise, we help clients innovate and optimize their operations to run smarter. Our company is organized in the following 3 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

Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments ~~consist of~~are largely software and certain software-related services and cloud solutions.

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,~~June 30, 2021 and our results of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 and cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020. The consolidated balance sheet as of December 31, 2020 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 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 interim periods are not necessarily indicative of results for the full year, due in part to the seasonal nature of our 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, 2020.

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.

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 reporting 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, valuation of inventories, 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.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Recently Issued Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes.” The new standard is intended to simplify various aspects of accounting for income taxes by removing specific exceptions and amending certain requirements. We adopted the new standard as of January 1, 2021. The adoption of this new standard did not have a material effect on our consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. The new guidance is intended to simplify the accounting for certain convertible instruments with characteristics of both liability and equity. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after the adoption of this guidance, an entity’s convertible debt instrument will be wholly accounted for as debt. The guidance also expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations by requiring the use of the if-converted method. The guidance will be effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements; however, we expect our consolidated statements of operations and consolidated balance sheets will be significantly impacted following adoption of this new standard on January 1, 2022, as we will no longer report accreted interest on the Notes and the full par value of the Notes will be reflected as debt.

There have been no other material changes in or additions to the recently issued accounting standards 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, 2020 that affect or may affect our current financial statements.

2.	~~Sales Recognition~~Receivables, Contract Liabilities and Performance Obligations

The following table provides information about receivables and contract liabilities as of ~~March 31,~~June 30, 2021 and December 31, 2020 (in thousands):

	March 31,		December 31,		June 30,		December 31,
	2021		2020		2021		2020
Current receivables, which are included in “Accounts receivable, net”	$	2,583,716	$	2,685,448	$	3,045,324	$	2,685,448
Non-current receivables, which are included in “Other assets”		124,670		154,662		146,227		154,662
Contract liabilities, which are included in “Accrued expenses and other current liabilities” and “Other liabilities”		103,468		107,158		105,515		107,158

Changes in the contract liabilities balances during the six months ended June 30, 2021 are as follows (in thousands):

	Increase (Decrease)
	Contract
	Liabilities
Balances at December 31, 2020	$	107,158
Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied		(53,771	)
Cash received in advance and not recognized as revenue		52,128
Balances at June 30, 2021	$	105,515

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

C~~hanges in the contract liabilities balances during the three months ended March 31, 2021 are as follows (in thousands):~~

Increase (Decrease)

Contract

Liabilities

Balances at December 31, 2020

$
107,158

Reclassification of the beginning contract liabilities
to revenue, as the result of performance obligations satisfied

(34,418
)
Cash received in advance and not recognized as revenue

30,728

Balances at March 31, 2021

$
103,468

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company recognized revenue of ~~$19,000,000~~$32,682,000 related to its contract liabilities.

The following table includes estimated net sales related to performance obligations that are unsatisfied (or partially unsatisfied) as of ~~March 31,~~June 30, 2021 that are expected to be recognized in the future (in thousands):

	Services		Services
Remainder of 2021	$	100,218	$	74,988
2022		39,638		56,887
2023		17,094		26,030
2024 and thereafter		9,434		20,528
Total remaining performance obligations	$	166,384	$	178,433

With the exception of remaining performance obligations associated with our OneCall Support Services contracts which are included in the table above regardless of original duration, remaining performance obligations that have original expected durations of one year or less are not included in the table above. Amounts not included in the table above have an average original expected duration of ~~eight~~nine months. Additionally, for our time and material services contracts, whereby we have the right to consideration from a client in an amount that corresponds directly with the value to the client of our performance completed to date, we recognized revenue in the amount to which we have a right to invoice as of ~~March 31,~~June 30, 2021 and do not disclose information about related remaining performance obligations in the table above. Our time and material contracts have an average expected duration of 23 months.

The majority of our backlog historically has been and continues to be open cancelable purchase orders. We do not believe that backlog as of any particular date is predictive of future results, therefore we do not include performance obligations under open cancelable purchase orders, which do not qualify for revenue recognition, in the table above.

3.	Assets Held for Sale

During the first ~~quarter~~half of 2021, we completed the sale of our 3 properties in Tempe, Arizona and the sale of our property in Woodbridge, Illinois for total net proceeds of approximately $27,211,000. We intend to use the proceeds from the sales to ready our property in Chandler, Arizona to be used as our global corporate headquarters. During the first ~~quarter~~half of 2020, we completed the sale of our property in Irvine, California for approximately $14,218,000.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4.	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 restricted stock units (“RSUs”) and certain shares underlying the Notes. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2021		2020
Numerator:
Net earnings	$	43,168	$	33,961	$	58,561	$	46,385	$	101,729	$	80,346
Denominator:
Weighted average shares used to compute basic EPS		35,199		35,233		35,097		35,060		35,148		35,147
Dilutive potential common shares due to dilutive RSUs, net of tax effect		461		413		378		200		420		306
Dilutive potential common shares due to the Notes		1,039		—		1,660		—		1,349		—
Weighted average shares used to compute diluted EPS		36,699		35,646		37,135		35,260		36,917		35,453
Net earnings per share:
Basic	$	1.23	$	0.96	$	1.67	$	1.32	$	2.89	$	2.29
Diluted	$	1.18	$	0.95	$	1.58	$	1.32	$	2.76	$	2.27

For the three and six months ended ~~March 31,~~June 30, 2021, ~~0ne~~ 200 and 100, respectively,of our RSUs were excluded from the diluted EPS calculations. Certain potential outstanding shares from the warrants relating to the Call Spread Transactions were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive. For the three and six months ended ~~March 31,~~June 30, 2020, ~~86,000~~400,000 and 243,000, respectively, of our RSUs and certain potential outstanding shares from the Notes and warrants were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive.

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

5.	Debt, Inventory Financing Facilities, Finance Leases and Other Financing Obligations

Debt

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

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
ABL revolving credit facility	$	116,000		$	140,000		$	180,000		$	140,000
Convertible senior notes due 2025		299,402			296,419			302,415			296,419
Finance leases and other financing obligations		1,829			2,267			1,487			2,267
Total		417,231			438,686			483,902			438,686
Less: current portion of long-term debt		(830	)		(1,105	)		(650	)		(1,105	)
Long-term debt	$	416,401		$	437,581		$	483,252		$	437,581

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Our senior secured revolving credit facility (the “ABL facility”), has an aggregate U.S. dollar equivalent maximum borrowing amount of $1,200,000,000, including a maximum borrowing capacity that could be used for borrowing in certain foreign currencies of $150,000,000. From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the ABL facility by up to an aggregate of the U.S. dollar equivalent of $500,000,000, subject to customary conditions, including receipt of commitments from lenders. The ABL facility is guaranteed by certain of our material subsidiaries and is secured by a lien on certain of our assets and certain of each other borrower’s and each guarantor’s assets. The interest rates applicable to borrowings under the ABL facility are based on the average aggregate excess availability under the ABL facility as set forth on a pricing grid in the credit agreement. The ABL facility matures on August 30, 2024. As of ~~March 31,~~June 30, 2021, eligible accounts receivable and inventory were sufficient to permit access to the full $1,200,000,000 facility amount, of which ~~$116,000,000~~$180,000,000 was outstanding.

The ABL facility contains customary affirmative and negative covenants and events of default. If a default occurs (subject to customary grace periods and materiality thresholds) under the credit agreement, certain actions may be taken, including, but not limited to, possible termination of commitments and required payment of all outstanding principal amounts plus accrued interest and fees payable under the credit agreement.

Convertible Senior Notes due 2025

In August 2019, we issued $350,000,000 aggregate principal amount of Notes that mature on February 15, 2025. The Notes bear interest at an annual rate of 0.75% payable semiannually, in arrears, on February 15^th and August 15^th of each year. The Notes are general unsecured obligations of Insight and are guaranteed on a senior unsecured basis by Insight Direct USA, Inc., a wholly owned subsidiary of Insight.

Holders of the Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding June 15, 2024, under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading ~~day;~~day (the “market price trigger”); (2) during the five business day period after any 5 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their notes at any time, regardless of the foregoing circumstances.

Upon conversion, we will pay or deliver cash, shares of our common stock or a combination of the two, at our discretion. We have made a policy election to settle the par value of the Notes in cash with only the conversion spread being settled in shares of our common stock. The conversion rate will initially be 14.6376 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $68.32 per share of common stock). The conversion rate is subject to change in certain circumstances and will not be adjusted for any accrued and unpaid interest. In addition, following certain events that occur prior to the maturity date or following our issuance of a notice of redemption, the conversion rate is subject to an

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

increase for a holder who elects to convert their Notes in connection with those events or during the related redemption period in certain circumstances.

Our convertible notes exceeded the market price trigger of $88.82 in the second quarter of 2021 making the notes convertible at the option of the holders at any time through the maturity date. NaNne of the note holders have exercised their rights at this time.

If we undergo a fundamental change, the holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of ~~March 31,~~June 30, 2021, none of the criteria for a fundamental change or a conversion rate adjustment had been met.

The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 6,788,208.

The Notes are subject to certain customary events of default and acceleration clauses. As of ~~March 31,~~June 30, 2021, no such events have occurred.

The Notes consist of the following balances reported within the consolidated balance sheets (in thousands):

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Liability:
Principal	$	350,000		$	350,000		$	350,000		$	350,000
Less: debt discount and issuance costs, net of accumulated accretion		(50,598	)		(53,581	)		(47,585	)		(53,581	)
Net carrying amount	$	299,402		$	296,419		$	302,415		$	296,419

Equity, net of deferred tax	$	44,731		$	44,731		$	44,731		$	44,731

The remaining life of the debt discount and issuance cost accretion is approximately ~~3.875 years~~.3.625 years. The effective interest rate on the liability component of the Notes is 4.325%.

Interest expense resulting from the Notes reported within the consolidated statement of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 is made up of contractual coupon interest, amortization of debt discount and amortization of debt issuance costs.

Convertible Note Hedge and Warrant Transaction

In connection with the issuance of the Notes, we entered into the Call Spread Transactions with respect to the Company’s common stock.

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

The convertible note hedge consists of an option to purchase up to 5,123,160 common stock shares at a price of $68.32 per share. The hedge expires on February 15, 2025 and can only be concurrently executed upon the conversion of the Notes. We paid approximately $66,325,000 for the convertible note hedge transaction.

Additionally, we sold warrants to purchase 5,123,160 shares of common stock at a price of $103.12 per share. The warrants expire on May 15, 2025 and can only be exercised at maturity. The Company received aggregate proceeds of approximately $34,440,000 for the sale of the warrants.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The Call Spread Transactions have no effect on the terms of the Notes and reduce potential dilution by effectively increasing the initial conversion price of the Notes to $103.12 per share of the Company’s common stock.

Inventory Financing Facilities

On ~~March 31,~~June 28, 2021, we entered into an unsecured inventory financing facility in ~~EMEA~~Canada (the ~~“EMEA~~“Canada facility”) with a maximum borrowing capacity of ~~$40,000,000.~~$25,000,000. This facility will stay in effect until it is terminated by any of the parties. If balances are not paid within stated vendor terms, they will accrue interest at ~~0.25%, subject to adjustments upward depending on LIBOR movements,~~Canadian Dollar Offered Rate plus ~~late charges of 1.00% per month.~~4.50%. Amounts outstanding under this facility will be classified as accounts payable – inventory financing ~~facility~~facilities in the accompanying balance sheets.

Additionally, we have a $250,000,000 unsecured inventory financing facility with each of MUFG Bank Ltd (“MUFG”) and PNC Bank, N.A. (“PNC”). and a $40,000,000 unsecured inventory financing facility in EMEA. As of ~~March 31,~~June 30, 2021, our combined inventory financing facilities had a total maximum capacity of ~~$540,000,000,~~$565,000,000, of which~~$309,075,000~~ $309,316,000 was outstanding. The inventory financing facilities will remain in effect until they are terminated by any of the parties. If balances are not paid within stated vendor terms, they will accrue interest at prime plus 2.00%, LIBOR plus 4.50% and 0.25% on the MUFG, PNC and EMEA facilities, respectively. The PNC facility allows for an alternative rate to be identified if LIBOR is no longer available. Amounts outstanding under these facilities are classified separately as accounts payable – inventory financing facilities in the accompanying consolidated balance sheets and within cash flows from financing activities in the accompanying consolidated statements of cash flows.

6.	Income Taxes

Our effective tax rate for the three and six months ended ~~March 31,~~June 30, 2021 was ~~23.8%. Our~~25.4% and 24.8%, respectively. For the three months ended June 30, 2021, our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes ~~net~~and higher taxes on earnings in foreign jurisdictions, partially offset by tax benefits related to research and development activities. For the six months ended June 30, 2021, our effective tax rate was higher than the United States federal statutory rate of ~~federal benefit,~~21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by excess tax benefits on the settlement of employee ~~share-based~~share based compensation and tax benefits related to research and development activities.

Our effective tax rate for the three and six months ended ~~March 31,~~June 30, 2020 was ~~20.3%. Our~~26.2% and 23.8%, respectively. For the three months ended June 30, 2020, our effective tax rate was ~~lower~~higher than the United States federal statutory rate of 21.0% due primarily to ~~the remeasurement of acquired net operating losses to be carried back to~~state income taxes and higher ~~tax rate years under the CARES Act, excess tax benefits~~taxes on ~~the settlement of share-based compensation and~~earnings in foreign jurisdictions, partially offset by tax benefits related to research and development activities. ~~These benefits were partially offset by~~For the six months ended June 30, 2020, our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes ~~net of federal benefit~~ and higher taxes on earnings in foreign ~~jurisdictions.~~ jurisdictions, partially offset by the remeasurement of acquired net operating losses under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the recognition of tax benefits related to research and development activities.

As of ~~March 31,~~June 30, 2021, and December 31, 2020, we had approximately ~~$10,890,000~~$11,486,000 and $10,546,000, respectively, of unrecognized tax benefits. Of these amounts, approximately ~~$817,000~~$870,000 and $749,000, respectively, related to accrued interest. In the future, if recognized, the liability associated with uncertain tax positions would affect our effective tax rate. We do not believe there will be any changes to our unrecognized tax benefits over the next 12 months that would have a material effect on our effective tax rate.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We are currently under audit in various jurisdictions for tax years 2013 through 2018. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months, which could increase or decrease the balance of our gross unrecognized tax benefits. 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, but the estimated effect on our income tax expense and net earnings is not expected to be significant.

7.Share Repurchase Program

On February 26, 2020, we announced that our Board of Directors had authorized the repurchase of up to $50,000,000 of our common stock. On May 6, 2021, we announced that our Board of Directors had authorized the repurchase of up to $125,000,000 of our common stock, including the $25,000,000 that remained available from the February 2020 authorization. Our share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades, through 10b5-1 plans or otherwise, at management’s discretion. The amount of shares purchased and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.

During the six months ended June 30, 2021, we repurchased 497,243 shares of our common stock on the open market at a total cost of $49,999,979 (an average price of $100.55 per share). During the six months ended June 30, 2020, we repurchased 444,813 shares of our common stock on the open market at a total cost of $24,999,996 (an average price of $56.20 per share). All shares repurchased during the six months ended June 30, 2021 and 2020 were retired.

7.8.	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. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.

Management believes that payments, if any, related to these performance bonds are not probable at ~~March 31,~~June 30, 2021. Accordingly, we have not accrued any liabilities related to such performance bonds in our consolidated financial statements.

Employment Contracts and Severance Plans

We have employment contracts with, and severance 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 outstanding nonvested RSUs 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

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.

Management believes that payments, if any, related to these indemnifications are not probable at ~~March 31,~~June 30, 2021. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.

We have entered into separate indemnification agreements with certain of 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 incurred 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.

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

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 partner 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

From time to time, we are party to various legal proceedings incidental to the business, including preference payment claims asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, employment claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are required. If accruals are not required, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made. 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 work required pursuant to any legal proceedings or the resolution of any legal proceedings during such period. Legal expenses related to defense of any legal proceeding or the negotiations, settlements, rulings and advice of outside legal counsel in connection with any legal proceedings are expensed as incurred.

In connection with the acquisition of PCM, the Company has effectively assumed responsibility for PCM litigation matters, including various disputes related to PCM’s acquisition of certain assets of En Pointe Technologies in 2015. The seller of En Pointe Technologies and related entities providing various post-closing support functions to PCM have asserted claims regarding the sufficiency of earnout payments paid by PCM under the asset purchase agreement and the unwinding of the support functions post-closing. PCM has rejected and vigorously responded to those claims and is pursuing various counterclaims. The disputes are being heard by multiple

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

courts and arbitrators in several different jurisdictions including California, Delaware and Pakistan. The Company cannot determine with certainty the costs or outcome of these matters. However, the Company is not involved in any pending or threatened legal proceedings, including the PCM litigation matters, that it believes would reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.

8.9.Segment Information

We operate in 3 reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America and certain countries in EMEA and APAC include IT hardware, software and ~~services.~~services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments are largely software and certain software-related ~~services.~~

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

services and cloud solutions.

In the following table, revenue is disaggregated by our reportable operating segments, which are primarily defined by their related geographies, as well as by major product offering, by major client group and by recognition on either a gross basis as a principal in the arrangement, or on a net basis as an agent, for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	Three Months Ended March 31, 2021								Three Months Ended June 30, 2021
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,109,489	$	195,971	$	9,565	$	1,315,025	$	1,168,770	$	170,406	$	11,768	$	1,350,944
Software		308,738		234,423		34,834		577,995		331,809		184,986		21,439	$	538,234
Services		236,554		48,442		15,052		300,048		259,050		61,982		19,291	$	340,323
	$	1,654,781	$	478,836	$	59,451	$	2,193,068	$	1,759,629	$	417,374	$	52,498	$	2,229,501
Major Client Groups
Large Enterprise / Corporate	$	1,171,428	$	309,075	$	19,076	$	1,499,579	$	1,219,953	$	297,677	$	25,663	$	1,543,293
Commercial		344,045		20,533		12,667		377,245		362,744		17,166		16,110		396,020
Public Sector		139,308		149,228		27,708		316,244		176,932		102,531		10,725		290,188
	$	1,654,781	$	478,836	$	59,451	$	2,193,068	$	1,759,629	$	417,374	$	52,498	$	2,229,501
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,569,641	$	450,977	$	52,863	$	2,073,481	$	1,661,386	$	380,325	$	44,835	$	2,086,546
Net revenue recognition (Agent)		85,140		27,859		6,588		119,587		98,243		37,049		7,663		142,955
	$	1,654,781	$	478,836	$	59,451	$	2,193,068	$	1,759,629	$	417,374	$	52,498	$	2,229,501

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Three Months Ended June 30, 2020
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,023,970	$	153,255	$	6,834	$	1,184,059
Software		286,202		186,781		15,891		488,874
Services		228,975		51,981		14,846		295,802
	$	1,539,147	$	392,017	$	37,571	$	1,968,735
Major Client Groups
Large Enterprise / Corporate	$	1,023,562	$	273,147	$	16,102	$	1,312,811
Commercial		332,384		13,178		15,562		361,124
Public Sector		183,201		105,692		5,907		294,800
	$	1,539,147	$	392,017	$	37,571	$	1,968,735
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,451,922	$	359,206	$	31,063	$	1,842,191
Net revenue recognition (Agent)		87,225		32,811		6,508		126,544
	$	1,539,147	$	392,017	$	37,571	$	1,968,735

	Three Months Ended March 31, 2020								Six Months Ended June 30, 2021
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,128,486	$	174,969	$	7,746	$	1,311,201	$	2,278,259	$	366,377	$	21,333	$	2,665,969
Software		305,163		201,082		30,870		537,115		640,547		419,409		56,273	$	1,116,229
Services		240,732		42,835		12,168		295,735		495,604		110,424		34,343	$	640,371
	$	1,674,381	$	418,886	$	50,784	$	2,144,051	$	3,414,410	$	896,210	$	111,949	$	4,422,569
Major Client Groups
Large Enterprise / Corporate	$	1,160,748	$	292,288	$	13,025	$	1,466,061	$	2,391,381	$	606,752	$	44,739	$	3,042,872
Commercial		386,076		17,742		13,654		417,472		706,789		37,699		28,777		773,265
Public Sector		127,557		108,856		24,105		260,518		316,240		251,759		38,433		606,432
	$	1,674,381	$	418,886	$	50,784	$	2,144,051	$	3,414,410	$	896,210	$	111,949	$	4,422,569
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,600,514	$	392,259	$	45,754	$	2,038,527	$	3,231,027	$	831,302	$	97,698	$	4,160,027
Net revenue recognition (Agent)		73,867		26,627		5,030		105,524		183,383		64,908		14,251		262,542
	$	1,674,381	$	418,886	$	50,784	$	2,144,051	$	3,414,410	$	896,210	$	111,949	$	4,422,569

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Six Months Ended June 30, 2020
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	2,152,456	$	328,224	$	14,580	$	2,495,260
Software		591,365		387,863		46,761		1,025,989
Services		469,707		94,816		27,014		591,537
	$	3,213,528	$	810,903	$	88,355	$	4,112,786
Major Client Groups
Large Enterprise / Corporate	$	2,184,310	$	565,435	$	29,127	$	2,778,872
Commercial		718,460		30,920		29,216		778,596
Public Sector		310,758		214,548		30,012		555,318
	$	3,213,528	$	810,903	$	88,355	$	4,112,786
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	3,052,436	$	751,465	$	76,817	$	3,880,718
Net revenue recognition (Agent)		161,092		59,438		11,538		232,068
	$	3,213,528	$	810,903	$	88,355	$	4,112,786

All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or 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 and six months ended ~~March 31,~~June 30, 2021 or 2020.

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 consider to be a

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

reasonable reflection of the utilization of services provided to or benefits received by the operating segments.

The following tables present our results of operations by reportable operating segment for the periods indicated (in thousands):

	Three Months Ended March 31, 2021										Three Months Ended June 30, 2021
	North America			EMEA		APAC		Consolidated			North America		EMEA		APAC		Consolidated
Net sales:
Products	$	1,418,227		$	430,394	$	44,399	$	1,893,020		$	1,500,579	$	355,392	$	33,207	$	1,889,178
Services		236,554			48,442		15,052		300,048			259,050		61,982		19,291		340,323
Total net sales		1,654,781			478,836		59,451		2,193,068			1,759,629		417,374		52,498		2,229,501
Costs of goods sold:
Products		1,283,876			396,184		41,198		1,721,258			1,358,357		327,550		29,822		1,715,729
Services		117,416			16,617		6,303		140,336			122,375		16,295		8,419		147,089
Total costs of goods sold		1,401,292			412,801		47,501		1,861,594			1,480,732		343,845		38,241		1,862,818
Gross profit		253,489			66,035		11,950		331,474			278,897		73,529		14,257		366,683
Operating expenses:
Selling and administrative expenses		206,806			55,447		8,937		271,190			213,900		53,957		9,230		277,087
Severance and restructuring expenses		(7,238	)		498		—		(6,740	)		878		240		9		1,127
Earnings from operations	$	53,921		$	10,090	$	3,013	$	67,024		$	64,119	$	19,332	$	5,018	$	88,469

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

	Three Months Ended June 30, 2020
	North America		EMEA		APAC		Consolidated
Net sales:
Products	$	1,310,172	$	340,036	$	22,725	$	1,672,933
Services		228,975		51,981		14,846		295,802
Total net sales		1,539,147		392,017		37,571		1,968,735
Costs of goods sold:
Products		1,187,178		310,279		20,490		1,517,947
Services		107,073		13,558		5,768		126,399
Total costs of goods sold		1,294,251		323,837		26,258		1,644,346
Gross profit		244,896		68,180		11,313		324,389
Operating expenses:
Selling and administrative expenses		187,313		48,177		7,090		242,580
Severance and restructuring expenses		4,904		2,093		13		7,010
Acquisition and integration related expenses		611		—		—		611
Earnings from operations	$	52,068	$	17,910	$	4,210	$	74,188

	Three Months Ended March 31, 2020								Six Months Ended June 30, 2021
	North America		EMEA		APAC		Consolidated		North America			EMEA		APAC		Consolidated
Net sales:
Products	$	1,433,649	$	376,051	$	38,616	$	1,848,316	$	2,918,806		$	785,786	$	77,606	$	3,782,198
Services		240,732		42,835		12,168		295,735		495,604			110,424		34,343		640,371
Total net sales		1,674,381		418,886		50,784		2,144,051		3,414,410			896,210		111,949		4,422,569
Costs of goods sold:
Products		1,288,197		345,749		36,292		1,670,238		2,642,233			723,734		71,020		3,436,987
Services		129,256		14,363		4,858		148,477		239,791			32,912		14,722		287,425
Total costs of goods sold		1,417,453		360,112		41,150		1,818,715		2,882,024			756,646		85,742		3,724,412
Gross profit		256,928		58,774		9,634		325,336		532,386			139,564		26,207		698,157
Operating expenses:
Selling and administrative expenses		211,203		50,244		7,416		268,863		420,706			109,404		18,167		548,277
Severance and restructuring expenses		2,122		6		16		2,144		(6,360	)		738		9		(5,613	)
Acquisition and integration related expenses		1,262		204		—		1,466
Earnings from operations	$	42,341	$	8,320	$	2,202	$	52,863	$	118,040		$	29,422	$	8,031	$	155,493

	Six Months Ended June 30, 2020
	North America		EMEA		APAC		Consolidated
Net sales:
Products	$	2,743,821	$	716,087	$	61,341	$	3,521,249
Services		469,707		94,816		27,014		591,537
Total net sales		3,213,528		810,903		88,355		4,112,786
Costs of goods sold:
Products		2,475,375		656,028		56,782		3,188,185
Services		236,329		27,921		10,626		274,876
Total costs of goods sold		2,711,704		683,949		67,408		3,463,061
Gross profit		501,824		126,954		20,947		649,725
Operating expenses:
Selling and administrative expenses		398,516		98,421		14,506		511,443
Severance and restructuring expenses		7,026		2,099		29		9,154
Acquisition-related expenses		1,873		204		—		2,077
Earnings from operations	$	94,409	$	26,230	$	6,412	$	127,051

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following is a summary of our total assets by reportable operating segment (in thousands):

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
North America	$	4,662,002		$	4,837,155		$	4,786,742		$	4,837,155
EMEA		796,315			735,771			975,626			735,771
APAC		206,986			155,761			163,587			155,761
Corporate assets and intercompany eliminations, net		(1,410,696	)		(1,417,955	)		(1,258,908	)		(1,417,955	)
Total assets	$	4,254,607		$	4,310,732		$	4,667,047		$	4,310,732

~~INSIGHT ENTERPRISES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(unaudited)~~

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

	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2021		2020
Depreciation and amortization of property and equipment:
North America	$	4,807	$	5,826	$	4,864	$	5,826	$	9,671	$	11,652
EMEA		1,232		1,328		1,202		1,249		2,434		2,577
APAC		142		135		142		137		284		272
		6,181		7,289		6,208		7,212		12,389		14,501
Amortization of intangible assets:
North America		7,417		9,493		7,440		9,371		14,857		18,864
EMEA		496		506		501		534		997		1,040
APAC		128		109		127		109		255		218
		8,041		10,108		8,068		10,014		16,109		20,122
Total	$	14,222	$	17,397	$	14,276	$	17,226	$	28,498	$	34,623

1719

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. We refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates.”

Quarterly Overview

Today, every business is a technology business. We empower organizations of all sizes with Insight Intelligent Technology Solutions^TM and services to maximize the business value of information technology (“IT”) in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked global provider of digital innovation, cloud/data center transformation, and connected workforce solutions, together with our supply chain optimization expertise, we help clients innovate and optimize their operations to run smarter. Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments are largely software and certain software-related services and cloud solutions.

On a consolidated basis, for the three months ended ~~March 31,~~June 30, 2021:

•

Net sales of $2.2 billion increased 2%13% compared to the three months ended ~~March 31,~~June 30, 2020. The ~~overall~~ increase in net sales reflects ana double digit increase in ~~software and services~~all major offering categories of net sales.Excluding the effects of fluctuating foreign currency exchange rates, net sales ~~remained flat~~increased 10% compared to the ~~first~~second quarter of 2020.

•

Gross profit of ~~$331.5~~$366.7 million increased 2%13% compared to the three months ended ~~March 31,~~June 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, gross profit ~~was flat~~increased 9% compared to the ~~first~~second quarter of 2020.

•

Compared to the three months ended ~~March 31,~~June 30, 2020, gross margin contracted approximately 10 basis points to ~~15.1%~~16.4% of net sales in the three months ended ~~March 31,~~June 30, 2021. This decline reflects a decrease in margins on hardware and software net sales, partially offset by an increase in the mix of higher margin services net sales compared to the same period in the prior year.

•

Earnings from operations increased ~~27%~~19%, year over year, to ~~$67.0~~$88.5 million in the ~~first~~second quarter of 2021 compared to ~~$52.9~~$74.2 million in the ~~first~~second quarter of 2020. The increase was primarily due to increased gross profit, ~~and reductions~~a reduction in ~~both~~ severance and restructuring expenses and no acquisition and integration related expenses ~~which were incurred~~ in ~~connection with~~ the ~~PCM acquisition.~~current quarter. Excluding the effects of fluctuating foreign currency exchange rates, earnings from operations increased ~~22%~~15% year over year.

•

Net earnings and diluted earnings per share were ~~$43.2~~$58.6 million and ~~$1.18,~~$1.58, respectively, for the ~~first~~second quarter of 2021. This compares to net earnings of ~~$34.0~~$46.4 million and diluted earnings per share of ~~$0.95~~$1.32 for the ~~first~~second quarter of 2020.

1820

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Recent Developments – Impact of COVID-19 and Supply Constraints on Our Business

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has negatively impacted the global economy, disrupted global supply chains and reduced workforce participation. While we did not see a significant impact of COVID-19 on our ~~first~~second quarter 2021 financial results, continued supply constraints stemming from shortages of chips and displays resulted in sustained elevated bookings as we ~~exited~~entered the ~~first~~third quarter. We currently expect these supply constraints and extended lead times for certain products will begin to ease by the end of ~~2021.~~2021 and expect growth in net sales in the second half of 2021 compared to the same period in the prior year.

The ultimate extent of the impact of the COVID-19 pandemic on our business operations, financial performance, and results of operations, including our ability to execute our business strategies and initiatives in the expected time frame, is currently unknown and will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted. This includes, but is not limited to, the duration and spread of the COVID-19 pandemic, its severity, the emergence and severity of its variants, the availability of vaccines and potential hesitancy to utilize them, other protective actions taken to contain the virus or treat its impact, such as restrictions on travel and transportation, and how quickly and to what extent normal economic and operating conditions can resume.

We will continue to actively monitor the situation and anticipate taking further actions as may be required by government authorities or that we determine are in the best interests of our teammates, clients and partners. It is not clear what the potential effects of any such alterations or modifications may have on our business, including the effects on our clients, teammates, and prospects, or on our financial results for the remainder of 2021. Accordingly, our current results and financial condition discussed herein may not be indicative of future operating results and trends.

Throughout the “Quarterly Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses and earnings from operations on a consolidated basis and in North America, EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates. In computing the changes in amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period.

Details about segment results of operations can be found in Note 89 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, including 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.

1921

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Critical Accounting Estimates

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, 2020. 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, 2020.

Results of Operations

The COVID-19 pandemic negatively impacted the global economy and disrupted global supply chains and workforce participation. While we did not observe significant impacts on our ~~first~~second quarter financial results, we believe the ultimate extent of the impact of the COVID-19 pandemic on our future business operations, financial performance and results of operations, including our ability to execute our business strategies and initiatives in the expected time frame, is currently unknown and will depend on future developments, which are highly uncertain, continuously evolving and cannot be predicted.

The following table sets forth certain financial data as a percentage of net sales for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2021			2020
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Costs of goods sold		84.9			84.8			83.6			83.5			84.2			84.2
Gross profit		15.1			15.2			16.4			16.5			15.8			15.8
Selling and administrative expenses		12.4			12.5			12.4			12.3			12.4			12.4
Severance and restructuring expenses and acquisition and integration related expenses		(0.4	)		0.2			—			0.4			(0.1	)		0.3
Earnings from operations		3.1			2.5			4.0			3.8			3.5			3.1
Non-operating expense, net		0.5			0.5			0.5			0.6			0.5			0.5
Earnings before income taxes		2.6			2.0			3.5			3.2			3.0			2.6
Income tax expense		0.6			0.4			0.9			0.8			0.7			0.6
Net earnings		2.0	%		1.6	%		2.6	%		2.4	%		2.3	%		2.0	%

We generally experience some seasonal trends in our sales of IT hardware, software and services. Software sales are typically seasonally higher in our second quarter. Business clients, particularly larger enterprise businesses in the United States, tend to spend more in our fourth quarter and less in our first quarter. Sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education

2022

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

markets are also stronger in our second quarter. 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 net sales and profitability are expected to be higher in the second and fourth quarters of the year.

Our gross profit across the business is, and will continue to be, impacted by partner incentives, which can change significantly in the amounts made available and in the related product or services sales being incentivized by the partner. Incentives from our largest partners are significant and changes in the incentive requirements, which occur regularly, could impact our results of operations to the extent we are unable to adapt our sales strategies to optimize performance under the revised programs.

Net Sales. Net sales for the three months ended ~~March 31,~~June 30, 2021 increased 2%13%, year over year, to $2.2 billion compared to the three months ended ~~March 31,~~June 30, 2020. This ~~net~~ increase ~~primarily~~ reflects increases in all of our ~~EMEA and APAC segments, while our North America segment was negatively impacted by supply constraints and extended lead times for certain products.~~operating segments. ~~We believe this trend in net~~Net sales ~~may continue into~~for the ~~second and third quarters of~~six months ended June 30, 2021 ~~when~~increased 8% year over year to $4.4 billion compared to the ~~prior year.~~six months ended June 30, 2020. Our net sales by operating segment were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended March 31,				%			Three Months Ended June 30,				%			Six Months Ended June 30,				%
	2021		2020		Change			2021		2020		Change			2021		2020		Change
North America	$	1,654,781	$	1,674,381		(1	%)	$	1,759,629	$	1,539,147		14	%	$	3,414,410	$	3,213,528		6	%
EMEA		478,836		418,886		14	%		417,374		392,017		6	%		896,210		810,903		11	%
APAC		59,451		50,784		17	%		52,498		37,571		40	%		111,949		88,355		27	%
Consolidated	$	2,193,068	$	2,144,051		2	%	$	2,229,501	$	1,968,735		13	%	$	4,422,569	$	4,112,786		8	%

Our net sales by offering category for North America for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows (dollars in thousands):

	Three Months Ended March 31,				%			Three Months Ended June 30,				%			Six Months Ended June 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	1,109,489	$	1,128,486		(2	%)	$	1,168,770	$	1,023,970		14	%	$	2,278,259	$	2,152,456		6	%
Software		308,738		305,163		1	%		331,809		286,202		16	%		640,547		591,365		8	%
Services		236,554		240,732		(2	%)		259,050		228,975		13	%		495,604		469,707		6	%
	$	1,654,781	$	1,674,381		(1	%)	$	1,759,629	$	1,539,147		14	%	$	3,414,410	$	3,213,528		6	%

Net sales in North America ~~decreased 1%~~increased 14%, or ~~$19.6~~$220.5 million, for the three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020, primarily driven by ~~the continued impact of supply constraints and extended product lead times.~~increases in hardware net sales. Net sales of hardware, software and services ~~both decreased 2%~~increased 14%, ~~year to year, partially offset by an increase in software net sales of 1%~~16% and 13%, respectively, year over year. The changes for the three months ended ~~March 31,~~June 30, 2021 were the result of the following:

•

The ~~decrease~~increase in hardware net sales was due to ~~lower~~higher volume of sales to large enterprise and corporate ~~clients.~~clients of devices and networking and storage products. The ~~decrease~~increase in volume of sales compared to the same period in the prior year was largely due to the impacts of ~~supply constraints and extended product lead times resulting~~COVID-19 experienced in ~~our inability to clear backlog.~~the prior year.

•

The ~~decrease~~increase in software net sales was primarily due to higher volume of software licensing, partially offset by the continued migration of on-premise software to cloud solutions, reported net in services net sales.

•

The increase in services net sales was primarily due to ~~decreases in demand for certain services due to the impact of COVID-19 partially offset by~~ an increase in net sales associated with cloud solution offerings and higher sales of Insight delivered services.

2123

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Net sales in North America increased 6%, or $200.9 million, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily driven by increases in hardware and software net sales. Net sales of hardware, software and services increased 6%, 8% and 6%, respectively, year over year. The increase for the first half of 2021 was the result of the following:

•

The increase in hardware net sales was due to higher volume of sales to large enterprise and corporate clients.

•

The increase in software net sales wasprimarily due to a single significant transaction with a large enterprise client in the current period, partially offset by the continued migration of on-premise software to cloud solutions, reported net in services net sales.

•

The increase in services net sales was primarily due to an increase in net sales associated with cloud solution offerings.

Our net sales by offering category for EMEA for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 were as follows (dollars in thousands):

	Three Months Ended March 31,				%			Three Months Ended June 30,				%			Six Months Ended June 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	195,971	$	174,969		12	%	$	170,406	$	153,255		11	%	$	366,377	$	328,224		12	%
Software		234,423		201,082		17	%		184,986		186,781		(1	%)		419,409		387,863		8	%
Services		48,442		42,835		13	%		61,982		51,981		19	%		110,424		94,816		16	%
	$	478,836	$	418,886		14	%	$	417,374	$	392,017		6	%	$	896,210	$	810,903		11	%

Net sales in EMEA increased ~~14%~~6%, or ~~$60.0~~$25.4 million, for the three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA decreased 4%, year to year. Net sales of hardware and services increased 11% and 19%, respectively, year over year. Net sales of software decreased 1%, year to year. The net changes for the three months ended June 30, 2021 were the result of the following:

•

The increase in hardware net sales was due primarily to higher volumes of devices and networking products to corporate clients, partially offset by a lower volume of sales to public sector clients.

•

The increase in services net sales was due primarily to higher volume of Insight delivered services and higher sales of cloud solutions.

•

The slight decrease in software net sales was primarily due to continued migration of on-premise software to cloud solutions, partially offset by higher volume of sales to public sector clients.

Net sales in EMEA increased 11%, or $85.3 million, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA increased 5%1%, year over year. Net sales of hardware, software and services increased 12%, ~~17%~~8% and ~~13%~~16%, respectively, year over year. The net changes for the ~~three months ended March 31,~~first half of 2021 were the result of the following:

•

The increase in hardware net sales was due primarily to higher volume sales of devices and networking products to corporate and public sector clients.

•

The increase in software net sales was due to higher volume of sales to public sector and corporate clients, partially offset by the continued migration of on-premise software to cloud solutions.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

•

~~The increase in hardware net sales was due primarily to higher volume sales of devices and networking to public sector clients.~~

•

The increase in services net sales was due primarily to higher volume of Insight delivered services and higher sales of cloud solutions.

Our net sales by offering category for APAC for the three months ended ~~March 31,~~June 30, 2021 and 2020 were as follows (dollars in thousands):

	Three Months Ended March 31,				%			Three Months Ended June 30,				%			Six Months Ended June 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	9,565	$	7,746		23	%	$	11,768	$	6,834		72	%	$	21,333	$	14,580		46	%
Software		34,834		30,870		13	%		21,439		15,891		35	%		56,273		46,761		20	%
Services		15,052		12,168		24	%		19,291		14,846		30	%		34,343		27,014		27	%
	$	59,451	$	50,784		17	%	$	52,498	$	37,571		40	%	$	111,949	$	88,355		27	%

Net sales in APAC increased ~~17%~~40%, or ~~$8.7~~$14.9 million, for the three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC increased 2%24%, year over year. Net sales of hardware, software and services increased by ~~23%~~72%, ~~13%~~35% and ~~24%~~30%, respectively, year over year. The changes for the three months ended ~~March 31,~~June 30, 2021 were the result of the following:

•

The increase in software net sales was primarily due to an increase in sales to corporate and public sector clients.

•

The increase in hardware net sales was primarily the ~~positive effects~~result of ~~exchange rates.~~large transactions with corporate and enterprise clients combined with a return to sales volumes experienced before COVID-19.

•

The increase in services net sales was primarily due to higher sales of Insight delivered services and higher sales of cloud solutions.

Net sales in APAC increased 27%, or $23.6 million, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC increased 11%, year over year. Net sales of hardware, software and services increased by 46%, 20% and 27%, respectively, year over year. The net changes for the first half of 2020 were the result of the following:

•

The increase in software net sales was primarily due to an increase in net sales to corporate and public sector clients.

•

The increase in services net sales was primarily due to higher sales of Insight delivered services and cloud solutions.

•

The increase in hardware net sales was primarily the result of large transactions with corporate ~~clients.~~and enterprise clients combined with a return to sales volumes experienced before COVID-19.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

The percentage of net sales by category for North America, EMEA and APAC were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:

	North America						EMEA						APAC						North America						EMEA						APAC
	Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
Sales Mix	2021			2020			2021			2020			2021			2020			2021			2020			2021			2020			2021			2020
Hardware		67	%		68	%		41	%		42	%		16	%		15	%		66	%		66	%		41	%		39	%		22	%		18	%
Software		19	%		18	%		49	%		48	%		59	%		61	%		19	%		19	%		44	%		48	%		41	%		42	%
Services		14	%		14	%		10	%		10	%		25	%		24	%		15	%		15	%		15	%		13	%		37	%		40	%
		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

																			North America						EMEA						APAC
																			Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,
Sales Mix																			2021			2020			2021			2020			2021			2020
Hardware																				67	%		67	%		41	%		40	%		19	%		16	%
Software																				19	%		18	%		47	%		48	%		50	%		53	%
Services																				14	%		15	%		12	%		12	%		31	%		31	%
																				100	%		100	%		100	%		100	%		100	%		100	%

Gross Profit. Gross profit increased 2%13%, or ~~$6.1~~$42.3 million, for the three months ended ~~March 31,~~June 30, 2021, compared to the three months ended ~~March 31,~~June 30, 2020, with gross margin contracting approximately 10 basis points to ~~15.1%~~16.4% for the three months ended ~~March 31,~~June 30, 2021 compared to ~~15.2%~~16.5% for the three months ended ~~March 31,~~June 30, 2020. Gross profit increased 7%, or $48.4 million, in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, with gross margin remaining flat at 15.8% for the first half of 2021 compared to the first half of 2020.

Our gross profit and gross profit as a percentage of net sales by operating segment were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended March 31,										Three Months Ended June 30,										Six Months Ended June 30,
	2021		% of Net Sales			2020		% of Net Sales			2021		% of Net Sales			2020		% of Net Sales			2021		% of Net Sales			2020		% of Net Sales
North America	$	253,489		15.3	%	$	256,928		15.3	%	$	278,897		15.8	%	$	244,896		15.9	%	$	532,386		15.6	%	$	501,824		15.6	%
EMEA		66,035		13.8	%		58,774		14.0	%		73,529		17.6	%		68,180		17.4	%		139,564		15.6	%		126,954		15.7	%
APAC		11,950		20.1	%		9,634		19.0	%		14,257		27.2	%		11,313		30.1	%		26,207		23.4	%		20,947		23.7	%
Consolidated	$	331,474		15.1	%	$	325,336		15.2	%	$	366,683		16.4	%	$	324,389		16.5	%	$	698,157		15.8	%	$	649,725		15.8	%

North America’s gross profit for the three months ended ~~March 31,~~June 30, 2021 ~~decreased 1%~~increased 14%, or ~~$3.4~~$34.0 million, compared to the three months ended ~~March 31,~~June 30, 2020. As a percentage of net sales, gross margin contracted 10 basis points to 15.8% for the second quarter of 2021. The year over year changes in gross margin were primarily attributable to the following:

•

There was a decrease in margin from services net sales of 15 basis points, partially offset by an increase in product margin, which includes partner funding and freight, of 9 basis points compared to the same period in the prior year.

•

The decrease in margin from services net sales during the current quarter reflects a contraction in margin from Insight delivered services and a reduction of referral fees.

•

The increase in product margin is primarily the result of sales of hardware and software at higher margins than in the same period in the prior year.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

North America’s gross profit for the six months ended June 30, 2021 increased 6%, or $30.6 million, compared to the three months ended June 30, 2020. As a percentage of net sales, gross margin was flat at ~~15.3%~~15.6% for the first ~~quarter~~half of 2021. The year toover year net changes in gross margin were primarily attributable to the following:

•

There was a decrease in product margin, which includes partner funding and freight, of 5525 basis points offset by an increase in margin from services net sales of 5323 basis points compared to the same period in the prior year.

•

The decrease in product margin is primarily the result of sales of hardware and software at lower margins than in the same period in the prior year.

•

The increase in margin from services net sales during the current quarter reflects an ~~expansion~~increase in margin from cloud solutions and other services that are recorded ~~net~~net..

EMEA’s gross profit for the three months ended ~~March 31,~~June 30, 2021 increased ~~$7.3~~$5.3 million, or ~~12%~~8%, year over year ~~(increasing~~(decreasing 3% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended ~~March 31,~~June 30, 2020. As a percentage of net sales, gross margin increased approximately 20 basis points, year over year. The year over year net increase in gross margin was primarily attributable to an increase in higher margin services net sales, including cloud solutions and Insight delivered services, of 115 basis points, partially offset by a decrease in product margin, which includes partner funding and freight, of 92 basis points.

EMEA’s gross profit for the six months ended June 30, 2021, increased $12.6 million, or 10% (flat when excluding the effects of fluctuating foreign currency exchange rates), compared to the first half of 2020. As a percentage of net sales, gross margin contracted approximately 2010 basis points, year to year. The year to year ~~net~~ decline in gross margin was primarily attributable to a ~~decrease in higher margin services net sales, which represented 15 basis points of the margin compression, together with a net~~ decrease in product margin, which includes partner funding and freight, of 948 basis points, partially offset by a net increase in services margin, including cloud solutions and Insight delivered services, of 40 basis points.

APAC’s gross profit for the three months ended ~~March 31,~~June 30, 2021 increased ~~$2.3~~$2.9 million, or ~~24%~~26%, compared to the three months ended ~~March 31,~~June 30, 2020 (increasing ~~10%~~11% when excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin ~~increased~~contracted approximately ~~110~~290 basis points, year ~~over~~to year. The decrease in gross margin in the second quarter of 2021 compared to the second quarter of 2020 was due to a decrease in gross margin on services net sales of 345 basis points. This was primarily due to changes in sales mix including from Insight delivered services. The decline was partially offset by an increase in gross margin on product net sales, which includes partner funding and freight, of 50 basis points.

APAC’s gross profit for the first half of 2021 increased $5.3 million, or 25% compared to the first half of 2020 (increasing 10% excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin contracted approximately 30 basis points, year to year. The decrease in gross margin in the first ~~quarter~~six months of 2021 compared to the first six months of 2020 was primarily due to a decline in gross margins from services net sales of 102 basis points, partially offset by an increase in gross margin on product net sales, which includes partner funding and freight, of 72 basis points.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

~~2021 compared to the first quarter of 2020 was due to an increase in gross margin on~~ ~~product net sales, which includes partner funding and freight, of 81 basis points and an increase in gross margin on~~ ~~services net sales, including cloud solutions, of 32 basis points.~~

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased ~~$2.3~~$34.5 million, or ~~1%, (decreasing 2%~~14% (increasing 11% when excluding fluctuating foreign currency exchange rates), for the three months ended ~~March 31,~~June 30, 2021 compared to the three months ended ~~March 31,~~June 30, 2020. ~~Our selling~~Selling and administrative expenses ~~by major expense type~~increased $36.8 million, or 7% (increasing 2% when excluding fluctuating foreign currency exchange rates), for the ~~three~~six months ended ~~March 31,~~June 30, 2021 ~~and~~ compared to the six months ended June 30, 2020 ~~were as follows (dollars in thousands):~~.

Three Months Ended March 31,

2021

2020

Personnel costs, including teammate benefits

$
220,051

$
201,815

Depreciation and amortization

13,433

17,397

Facility expenses

9,531

10,978

Legal and professional fees

4,482

5,825

Travel and entertainment

1,316

7,165

Marketing

2,149

3,461

Other

20,228

22,222

Total

$
271,190

$
268,863

Selling and administrative expenses ~~decreased~~increased approximately 10 basis points as a percentage of net sales in the ~~first~~second quarter of 2021 compared to the ~~first~~second quarter of 2020. The overall net increase in selling and administrative expenses reflects ~~an $18.2~~a $36.3 million net increase in personnel costs, including teammate benefits expenses primarily related to ~~one-time benefits received~~increases in ~~the prior year~~overall teammate headcount and ~~increased~~increases in variable compensation in the current year. This increase was partially offset by decreases in depreciation and amortization and other expenses of $3.1 million and $2.4 million respectively, year to year.

Selling and administrative expenses remained flat as a ~~decrease~~percentage of net sales in the first half of 2021 compared to the first half of 2020. The overall net increase in selling and administrative expenses reflects a $55.2 million increase in personnel costs, including teammate benefits expenses primarily due to increased headcount and increases in variable compensation in the current year. This increase was partially offset by decreases in depreciation and amortization, travel and entertainment costs and other expenses of $7.1 million, $5.4 million and $5.1 million, respectively, year to year. The decreases in travel and entertainment ~~and marketing~~ costs ~~of $5.8 million and $1.3 million, respectively, reflecting~~reflect cost control measures taken in response to ~~COVID-19. There were also decreases~~COVID-19 in ~~depreciation and amortization, other expenses, facility expenses, and legal and professional fees of $4.0 million, $2.0 million, $1.4 million and $1.3 million, respectively,~~the prior year tothat have been maintained in the current year.

Severance and Restructuring Expenses, Net. During the three months ended ~~March 31,~~June 30, 2021, we recorded severance expense, net of adjustments, of approximately ~~$1.3~~$1.1 million. Comparatively, during the three months ended June 30, 2020, we recorded severance expense, net of adjustments, of approximately $7.0 million. The charges primarily related to a realignment of certain roles and ~~responsibilities. Current~~responsibilities and for North America and EMEA in the prior year period due to the acquisition of PCM.

During the six months ended June 30, 2021, we recorded severance expense, net of adjustments, of approximately $2.4 million. Comparatively, during the six months ended June 30, 2020, we recorded severance expense, net of adjustments, of approximately $9.2 million. The charges primarily related to a realignment of certain roles and responsibilities and for North America and EMEA in the prior year period due to the acquisition of PCM. In the six months ended June 30, 2021, severance charges were offset by gains on sale of properties of $8.0 million. ~~Comparatively, during the three months ended March 31, 2020, we recorded severance expense, net of adjustments, of approximately $2.1 million.~~

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Earnings from Operations. Earnings from operations increased ~~27%~~19%, or ~~$14.2~~$14.3 million, for the three months ended ~~March 31,~~June 30, 2021, compared to the three months ended ~~March 31,~~June 30, 2020. Earnings from operations increased 22%, or $28.4 million, for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. Our earnings from operations and earnings from operations as a percentage of net sales by operating segment were as follows for the three and six months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended March 31,										Three Months Ended June 30,										Six Months Ended June 30,
	2021		% of Net Sales			2020		% of Net Sales			2021		% of Net Sales			2020		% of Net Sales			2021		% of Net Sales			2020		% of Net Sales
North America	$	53,921		3.3	%	$	42,341		2.5	%	$	64,119		3.6	%	$	52,068		3.4	%	$	118,040		3.5	%	$	94,409		2.9	%
EMEA		10,090		2.1	%		8,320		2.0	%		19,332		4.6	%		17,910		4.6	%		29,422		3.3	%		26,230		3.2	%
APAC		3,013		5.1	%		2,202		4.3	%		5,018		9.6	%		4,210		11.2	%		8,031		7.2	%		6,412		7.3	%
Consolidated	$	67,024		3.1	%	$	52,863		2.5	%	$	88,469		4.0	%	$	74,188		3.8	%	$	155,493		3.5	%	$	127,051		3.1	%

North America’s earnings from operations for the three months ended ~~March 31,~~June 30, 2021 increased ~~$11.6~~$12.1 million, or ~~27%~~23%, compared to the three months ended ~~March 31,~~June 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 8020 basis points to ~~3.3%~~3.6%. The increase in earnings from operations was primarily driven by ~~gains realized on the sale of properties,~~an increase in gross profit, a ~~net~~ decrease in ~~selling~~severance and ~~administrative~~restructuring expenses and no acquisition and integration related expenses in the current period, partially offset by a net increase in selling and administrative expenses when compared to the three months ended ~~March 31,~~June 30, 2020.

North America’s earnings from operations for the six months ended June 30, 2021 increased $23.6 million, or 25%, compared to the six months ended June 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 60 basis points to 3.5%. The increase in earnings from operations was primarily driven by an increase in gross profit, a decrease in severance and restructuring expenses (including gains recognized on sale of properties) and no acquisition and integration related expenses in the current period, partially offset by an increase in selling and administrative expenses when compared to the six months ended June 30, 2020.

EMEA’s earnings from operations for the three months ended ~~March 31,~~June 30, 2021 increased ~~$1.8~~$1.4 million, or ~~21%~~8% (~~increasing 9%~~decreasing 1% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended ~~March 31,~~June 30, 2020. As a percentage of net sales, earnings from operations was flat with prior year at 4.6%. The increase in earnings from operations was primarily driven by an increase in gross profit and a decrease in severance and restructuring expenses, partially offset by an increase in selling and administrative expenses compared to the three months ended June 30, 2020.

EMEA’s earnings from operations for the six months ended June 30, 2021 increased $3.2 million, or 12% (increasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the six months ended June 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 10 basis points to ~~2.1%~~3.3%. The increase in earnings from operations was primarily driven by an increase in gross profit and a decrease in severance and restructuring expenses, partially offset by an increase in selling and administrative expenses compared to the six months ended June 30, 2020.

APAC’s earnings from operations for the three months ended June 30, 2021 increased $800,000, or 19% (increasing 6% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended June 30, 2020. As a percentage of net sales, earnings from operations decreased by approximately 160 basis points to 9.6%. The increase in earnings from operations was primarily driven by an increase in gross profit, partially offset by an increase in selling and administrative expenses compared to the three months ended ~~March 31,~~June 30, 2020.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

APAC’s earnings from operations for the ~~three~~six months ended ~~March 31,~~June 30, 2021 increased ~~$811,000,~~$1.6 million, or ~~37%~~25% (increasing ~~23%~~12% when excluding the effects of fluctuating foreign currency exchange rates),compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020. As a percentage of net sales, earnings from operations ~~increased~~ decreased by approximately 8010 basis points to ~~5.1%~~7.2%. ~~The increase in earnings~~Earnings from operations ~~was primarily driven by~~reflects an increase in gross profit partially offset by an increase in ~~selling~~selling and administrative expenses when compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020.

Non-Operating (Income) Expense.

Interest Expense, Net. Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities and the Notes, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances. Interest expense, net for the three months ended ~~March 31,~~June 30, 2021 decreased ~~16%~~6%, or ~~$1.9 million,~~$636,000, compared to the three months ended ~~March 31,~~June 30, 2020. Interest expense, net for the six months ended June 30, 2021 decreased 11%, or $2.5 million, compared to the six months ended June 30, 2020. The ~~decrease was~~decreases were due primarily to lower average daily balances and lower borrowing rates under our ABL facility, which was partially offset by increased imputed interest under our inventory financing facilities and the Notes.

Imputed interest under the Notes was ~~$2.6~~$2.7 million and $5.3 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively compared to $2.5 million and $5.0 million for the three and six months ended ~~March 31, 2020.~~June 20, 2020, respectively. Imputed interest under our inventory financing facilities was ~~$3.6~~$3.1 million and $6.7 million for the three and six months ended ~~March 31,~~June 30, 2021, respectively, compared to $2.8 million and $5.6 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively. The increase in imputed interest under our inventory financing facilities was a result of expanded use of the facilities, in part as a result of expanded payment terms during the current period. For a

~~INSIGHT ENTERPRISES, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION~~

~~AND RESULTS OF OPERATIONS (continued)~~

description of our various financing facilities, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

Income Tax Expense. Our effective tax rate of ~~23.8%~~25.4% for the three months ended ~~March 31,~~June 30, 2021 was lower than our effective tax rate of 26.2% for the three months ended June 30, 2020. The decrease in our effective tax rate was due primarily to the remeasurement of deferred tax balances from the enactment of foreign tax rate changes and from excess tax benefits on settlement of employee share-based awards, offset in part by an increase in the state income tax base.

Our effective tax rate of 24.8% for the six months ended June 30, 2021 was higher than our effective tax rate of ~~20.3%~~23.8% for the ~~three~~six months ended ~~March 31,~~June 30, 2020. The increase in our effective tax rate for the ~~three months ended March 31,~~first half of 2021 compared to the ~~three months ended March 31,~~first half of 2020 was ~~partially~~ due primarily to the rate impact of tax benefits associated with the CARES Act which did not recur in ~~2021.~~2021, partially offset by an increase in excess tax benefits on the settlement of employee share-based compensation.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

The following table sets forth certain consolidated cash flow information for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 (in thousands):

	Three Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2021			2020
Net cash provided by operating activities	$	42,706		$	93,126		$	5,187		$	497,529
Net cash provided by investing activities		19,364			430
Net cash provided by (used in) investing activities								10,374			(6,682	)
Net cash used in financing activities		(49,267	)		(141,766	)		(35,482	)		(450,576	)
Foreign currency exchange effect on cash, cash equivalent and restricted cash balances		(2,445	)		(3,615	)		(594	)		(814	)
Increase (decrease) in cash, cash equivalents and restricted cash		10,358			(51,825	)
(Decrease) increase in cash, cash equivalents and restricted cash								(20,515	)		39,457
Cash, cash equivalents and restricted cash at beginning of period		130,582			116,297			130,582			116,297
Cash, cash equivalents and restricted cash at end of period	$	140,940		$	64,472		$	110,067		$	155,754

Cash and Cash Flow

•

Our primary uses of cash during the ~~three~~six months ended ~~March 31,~~June 30, 2021 were ~~to pay down our debt balances and~~ to fund our working capital ~~requirements.~~requirements, to repurchase shares of our common stock and to pay down our inventory financing facilities.

•

Operating activities provided ~~$42.7~~$5.2 million in cash during the ~~three~~six months ended ~~March 31,~~June 30, 2021, compared to ~~$93.1~~$497.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020.

•

We had net repayments under our inventory financing facilities of $17.8 million during the three months ended March 31, 2021, compared to net repayments of $764,000 during the three months ended March 31, 2020.

•

~~Net repayments under our ABL facility during the three months ended March 31, 2021 and 2020 were $24.0 million and $110.2 million, respectively.~~

•

~~Capital expenditures were $7.8 million and $7.4 million for the three months ended March 31, 2021 and 2020, respectively.~~

•

We received proceeds from the sale of our properties held for sale of $27.2 million in the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to proceeds of $14.2 million in the ~~three~~six months ended ~~March 31,~~June 30, 2020.

•

Capital expenditures were $16.8 million and $14.5 million for the six months ended June 30, 2021 and 2020, respectively.

•

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we repurchased an aggregate of $50.0 million of our common stock, pursuant to a repurchase program approved in February 2020, which was subsequently increased in May 2021. During the six months ended June 30, 2020, we repurchased an aggregate of $25.0 million of our common stock, pursuant to athe repurchase program approved in February 2020. ~~There were no share repurchases in the three months ended March 31, 2021.~~

•

Net borrowings under our ABL facility during the six months ended June 30, 2021 were $40.0 million compared to net repayments of $426.2 million during the six months ended June 30, 2020.

•

We had net repayments under our inventory financing facilities of $17.5 million during the six months ended June 30, 2021, compared to net borrowings of $7.5 million during the six months ended June 30, 2020.

We expect that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our presently anticipated cash and working capital requirements for operations over the next 12 months. We believe that we have a strong balance sheet and healthy liquidity position. The Company had capacity of up to $1.2 billion under our ABL facility as of ~~March 31,~~June 30, 2021. For the remainder of 2021, we plan to be prudent in our use of cash, using available cash to fund business operations and to pay down our ABL facility and inventory financing facilities.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Net cash provided by operating activities

•

Cash flow from operating activities in the first ~~three months~~half of 2021 was ~~$42.7~~$5.2 million compared to ~~$93.1~~$497.5 million in the first ~~three months~~half of 2020.

•

The decrease in cash flow from operating activities was primarily driven by ~~an increase~~partner payment deferrals and a large customer advance payment in ~~working capital needs, including investments~~the prior year with no comparable activity in ~~inventory~~the current year. Changes in partner mix and growth in net sales also contributed to ~~support specific client programs~~the decrease during the current period. We deferred, and ~~additional short-term demand~~in some cases reduced, our federal and other taxes paid through COVID-19 relief measures in the first ~~three months~~half of 2020. The discrete items described above combined with the change in partner mix and impact of growth on our inverted cash cycle resulted in lower cash from operations generated in the first half of 2021 compared to the first ~~three months~~half of 2020.

Our consolidated cash flow operating metrics were as follows:

	Three Months Ended March 31,						Three Months Ended June 30,
	2021			2020			2021			2020
Days sales outstanding in ending accounts receivable (“DSOs”) ^(a)		106			104			124			124
Days inventory outstanding (“DIOs”) ^(b)		11			11			11			12
Days purchases outstanding in ending accounts payable (“DPOs”) ^(c)		(86	)		(77	)		(101	)		(114	)
Cash conversion cycle (days) ^(d)		31			38			34			22

(a)

Calculated as the balance of current accounts receivable, net at the end of the quarter divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by ~~90 and~~ 91 ~~days in 2021 and 2020, respectively.~~days.

(b)

Calculated as average inventories divided by daily costs of goods sold. Average inventories is calculated as the sum of the balances of inventories at the beginning of the quarter plus inventories at the end of the quarter divided by two. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by ~~90 and~~ 91 ~~days in 2021 and 2020, respectively.~~days.

(c)

Calculated as the sum of the balances of accounts payable – trade and accounts payable – inventory financing facilities at the end of the quarter divided by daily costs of goods sold. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by ~~90 and~~ 91 ~~days in 2021 and 2020, respectively.~~days.

(d)

Calculated as DSOs plus DIOs, less DPOs.

•

Our cash conversion cycle was 3134 days in the ~~first~~second quarter of 2021, ~~down 7~~up 12 days from the ~~first~~second quarter of 2020.

•

The net changes were a result of a 213 day ~~increase~~decrease in ~~DSOs and~~DPOs partially offset by a 9one day ~~increase~~decrease in ~~DPOs. Excluding the impacts of software netting, DSOs decreased due to improvements in aging of receivables.~~DIOs. The ~~increase~~decrease in DPOs was primarily due to ~~increases~~change in ~~balances~~partner mix and growth in the current ~~period~~year, partially offset by increases in ~~part due to the extension of terms~~balances on our inventory financing facilities.

•

We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients to take advantage of supplier discounts.

•

We intend to use cash generated in the remainder of 2021 in excess of working capital needs, to pay down our ABL facility and inventory financing facilities.

Net cash provided by (used in) investing activities

•

We received proceeds from the sale of properties held for sale of $27.2 million ~~in the first three months of 2021 compared to proceeds of~~and $14.2 ~~million in the first three months of 2020.~~

•

~~Capital expenditures were $7.8 million and $7.4~~ million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

•

~~We acquired vNext in February~~Capital expenditures were $16.8million and $14.5 million for the six months ended June 30, 2021 and 2020, ~~for $6.4 million.~~respectively.

2732

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

•

We expect capital expenditures for the full year 2021 to be in a range of ~~$75.0~~$65.0 million to ~~$85.0~~$75.0 million, the majority of which will be used to ready our global corporate headquarters and to fund technology-related projects.

Net cash used in financing activities

•

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we had net ~~repayments~~borrowings under our ABL facility that ~~decreased~~increased our outstanding long-term debt balance by ~~$24.0~~$40.0 million.

•

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, we had net repayments under our ABL facility that decreased our outstanding long-term debt balance by ~~$110.2~~$426.2 million.

•

We had net repayments under our inventory financing facilities of ~~$17.8~~$17.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 compared to net ~~repayments~~borrowings of ~~$764,000~~$7.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020.

•

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, we repurchased an aggregate of $50.0 million and $25.0 million of our common stock, respectively, pursuant to aour repurchase program approved in February 2020 ~~with no comparable repurchases during the three months ended March 31,~~and subsequently increased in May 2021.

Financing Facilities

Our debt balance as of ~~March 31,~~June 30, 2021 was ~~$417.2~~$483.9 million, including our finance lease obligations for certain IT equipment and other financing obligations.

•

Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.

•

The Notes are subject to certain events of default and certain acceleration clauses. As of ~~March 31,~~June 30, 2021, no such events have occurred.

•

Our ABL facility contains various covenants customary for transactions of this type, including complying with a minimum receivable and inventory requirement and meeting monthly, quarterly and annual reporting requirements. The credit agreement contains customary affirmative and negative covenants and events of default. At ~~March 31,~~June 30, 2021, we were in compliance with all such covenants.

We also have agreements with financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions.

•

These amounts are classified separately as accounts payable – inventory financing facilities in our consolidated balance sheets.

•

Our inventory financing facilities have an aggregate availability for vendor purchases of ~~$540.0~~$565.0 million, of which ~~$309.1~~ $309.3million was outstanding at ~~March 31,~~June 30, 2021.

Undistributed Foreign Earnings

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of ~~March 31,~~June 30, 2021, we had approximately ~~$118.8~~$76.1 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Australia, Canada and the Netherlands. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.

2833

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Off-Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 78 to the Consolidated Financial Statements in Part I, Item 1 of this report and such discussion is incorporated by reference herein. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our business, financial condition or results of operations.

Recently Issued Accounting Standards

The information contained in Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report concerning a description of recently issued accounting standards which affect or may affect our financial statements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.

Contractual Obligations

There have been no material changes in our reported contractual obligations, as described under “Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020.

2934

INSIGHT ENTERPRISES, INC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Except as described below, there have been no material changes in our reported market risks, as described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.

Although our Notes are based on a fixed rate, changes in interest rates could impact the fair market value of such Notes. As of ~~March 31,~~June 30, 2021, the fair market value of our Notes was ~~$513~~$537 million. For additional information about our Notes, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and determined that as of ~~March 31,~~June 30, 2021 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Change in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) in the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

3035

INSIGHT ENTERPRISES, INC.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of legal proceedings, see “– Legal Proceedings” in Note 78 to the Consolidated Financial Statements in Part I, Item 1 of this report, which section is incorporated by reference herein.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”), which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.

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

There were no unregistered sales of equity securities during the three months ended ~~March 31,~~June 30, 2021.

We have never paid a cash dividend on our common stock, and we currently do not intend to pay any cash dividends in the foreseeable future. Our ABL facility contains certain covenants that, if not met, restrict the payment of cash dividends.

Issuer Purchases of Equity Securities

Period

(a)
Total
Number
of Shares
Purchased

(b)
Average
Price
Paid per
Share

(c)
Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

(d)
Approximate
Dollar Value
of Shares
that May
Yet Be
Purchased
Under
the Plans or
Programs

January 1, 2021 through January 31, 2021

—

$
—

—

$
25,000,004

February 1, 2021 through February 28, 2021

—

—

—

25,000,004

March 1, 2021 through March 31, 2021

—

—

—

25,000,004

Total

—

$
—

—

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2021 through April 30, 2021		—	$	—		—	$	25,032,004
May 1, 2021 through May 31, 2021		497,243		100.55		497,243		75,032,025
June 1, 2021 through June 30, 2021		—		—		—		75,032,025
Total		497,243				497,243

On February 26, 2020, we announced that our Board of Directors had authorized the repurchase of up to $50 million of our common stock. ~~There is no stated expiration date for this share repurchase plan. As of March 31, 2021, $25 million remained available for repurchases under this share repurchase plan.~~

On May 6, 2021, we announced that our Board of Directors had authorized the repurchase of up to $125 million of common stock, including the $25 million that remained available from the February 2020 authorization. There is no stated expiration date for this share repurchase plan. As of June 30, 2021, $75 million remained available for repurchases under this share repurchase plan.

In accordance with the share repurchase plan, share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades,

~~INSIGHT ENTERPRISES, INC.~~

through 10b5-1 plans or otherwise, at management’s discretion. The ~~amount~~number of shares purchased, and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.

INSIGHT ENTERPRISES, INC.

Repurchases during the quarter ended June 30, 2021 are reflected in the table above and were made pursuant to our share repurchase plans. All shares repurchased during the three months ended June 30, 2021 were retired.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

3237

INSIGHT ENTERPRISES, INC.

Item 6. Exhibits.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit
Number

Filing
Date

Filed/Furnished
Herewith
3.1

Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

10-K

000-25092

3.1

February 17, 2006

3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

8-K

000-25092

3.1

May 21, 2015

3.3

Amended and Restated Bylaws of Insight Enterprises, Inc.

8-K

000-25092

3.2

May 21, 2015

4.1

Specimen Common Stock Certificate (P)

S-1

33-86142

4.1

January 20, 1995

10.1

Executive Management Separation Plan

X
10.2

Amendment to the Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann

8-K

000-25092

10.1

January 6, 2021

31.1

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14

X
31.2

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14

X
32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X
101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

X
101.SCH

Inline XBRL Taxonomy Extension Schema Document

X
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

X
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

X
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X
104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

X

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Number

Filing

Date

Filed/Furnished

Herewith

3.1

Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

10-K

000-25092

3.1

February 17, 2006

3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

8-K

000-25092

3.1

May 21, 2015

3.3

Amended and Restated Bylaws of Insight Enterprises, Inc.

8-K

000-25092

3.2

May 21, 2015

4.1

Specimen Common Stock Certificate (P)

S-1

33-86142

4.1

January 20, 1995

10.1

Executive Management Separation Plan

10-Q

000-25092

10.1

May 6, 2021

31.1

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14

31.2

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

(P) Paper exhibit.

3338

INSIGHT ENTERPRISES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	~~May 6,~~August 5, 2021	INSIGHT ENTERPRISES, INC.

		By:	/s/ Kenneth T. Lamneck
			Kenneth T. Lamneck
			President and Chief Executive Officer
			(Duly Authorized Officer)

		By:	/s/ Glynis A. Bryan
			Glynis A. Bryan
			Chief Financial Officer
			(Principal Financial Officer)

		By:	/s/ Rachael A. Crump
			Rachael A. Crump
			Global Corporate Controller
			(Principal Accounting Officer)

3439