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

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.

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).

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.

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).

The number of shares outstanding of the issuer’s common stock as of ~~July 30,~~October 29, 2021 was ~~34,855,832.~~

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 the impact of 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; our liquidity and 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:

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.

	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	107,813		$	128,313		$	107,350		$	128,313
Accounts receivable, net of allowance for doubtful accounts of $15,716 and $15,106, respectively		3,045,324			2,685,448
Accounts receivable, net of allowance for doubtful accounts of $15,919 and $15,106, respectively								2,754,153			2,685,448
Inventories		214,385			185,650			269,471			185,650
Other current assets		187,707			177,039			192,018			177,039
Total current assets		3,555,229		$	3,176,450			3,322,992		$	3,176,450
Property and equipment, net of accumulated depreciation and amortization of $257,398 and $256,065, respectively		149,979			146,016
Property and equipment, net of accumulated depreciation and amortization of $247,605 and $256,065, respectively								152,070			146,016
Goodwill		430,846			429,368			428,637			429,368
Intangible assets, net of accumulated amortization of $119,337 and $103,483, respectively		232,487			246,915
Intangible assets, net of accumulated amortization of $102,588 and $103,483, respectively								223,496			246,915
Other assets		298,506			311,983			308,183			311,983
	$	4,667,047		$	4,310,732		$	4,435,378		$	4,310,732
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable—trade	$	1,782,131		$	1,461,312		$	1,363,325		$	1,461,312
Accounts payable—inventory financing facilities		309,316			356,930			403,094			356,930
Accrued expenses and other current liabilities		391,557			408,117			379,302			408,117
Current portion of long-term debt		650			1,105			38			1,105
Total current liabilities		2,483,654			2,227,464			2,145,759			2,227,464
Long-term debt		483,252			437,581			527,499			437,581
Deferred income taxes		35,268			33,209			37,140			33,209
Other liabilities		263,046			270,049			276,058			270,049
		3,265,220			2,968,303			2,986,456			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; 34,845 shares at June 30, 2021 and 35,103 shares at December 31, 2020 issued and outstanding		348			351
Common stock, $0.01 par value, 100,000 shares authorized; 34,885 shares at September 30, 2021 and 35,103 shares at December 31, 2020 issued and outstanding								349			351
Additional paid-in capital		361,412			364,288			364,699			364,288
Retained earnings		1,050,074			993,245			1,105,557			993,245
Accumulated other comprehensive loss – foreign currency translation adjustments		(10,007	)		(15,455	)		(21,683	)		(15,455	)
Total stockholders’ equity		1,401,827			1,342,429			1,448,922			1,342,429
	$	4,667,047		$	4,310,732		$	4,435,378		$	4,310,732

	Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020		2021			2020			2021			2020		2021			2020
Net sales:
Products	$	1,889,178	$	1,672,933	$	3,782,198		$	3,521,249		$	2,124,239		$	1,661,568	$	5,906,437		$	5,182,817
Services		340,323		295,802		640,371			591,537			323,282			274,910		963,653			866,447
Total net sales		2,229,501		1,968,735		4,422,569			4,112,786			2,447,521			1,936,478		6,870,090			6,049,264
Costs of goods sold:
Products		1,715,729		1,517,947		3,436,987			3,188,185			1,930,096			1,500,312		5,367,083			4,688,497
Services		147,089		126,399		287,425			274,876			152,880			128,603		440,305			403,479
Total costs of goods sold		1,862,818		1,644,346		3,724,412			3,463,061			2,082,976			1,628,915		5,807,388			5,091,976
Gross profit		366,683		324,389		698,157			649,725			364,545			307,563		1,062,702			957,288
Operating expenses:
Selling and administrative expenses		277,087		242,580		548,277			511,443			278,998			245,155		827,275			756,598
Severance and restructuring expenses, net		1,127		7,010		(5,613	)		9,154			2,396			808		(3,217	)		9,962
Acquisition and integration related expenses		—		611		—			2,077			—			118		—			2,195
Earnings from operations		88,469		74,188		155,493			127,051			83,151			61,482		238,644			188,533
Non-operating (income) expense:
Interest expense, net		9,583		10,219		19,552			22,045			10,332			9,115		29,884			31,160
Other expense (income), net		346		1,098		734			(465	)		(1,589	)		1,301		(855	)		836
Earnings before income taxes		78,540		62,871		135,207			105,471			74,408			51,066		209,615			156,537
Income tax expense		19,979		16,486		33,478			25,125			18,925			12,160		52,403			37,285
Net earnings	$	58,561	$	46,385	$	101,729		$	80,346		$	55,483		$	38,906	$	157,212		$	119,252
Net earnings per share:
Basic	$	1.67	$	1.32	$	2.89		$	2.29		$	1.59		$	1.11	$	4.49		$	3.40
Diluted	$	1.58	$	1.32	$	2.76		$	2.27		$	1.51		$	1.10	$	4.27		$	3.37
Shares used in per share calculations:
Basic		35,097		35,060		35,148			35,147			34,855			35,077		35,050			35,123
Diluted		37,135		35,260		36,917			35,453			36,745			35,348		36,860			35,418

	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020		2021		2020			2021			2020		2021			2020
Net earnings	$	58,561	$	46,385	$	101,729	$	80,346		$	55,483		$	38,906	$	157,212		$	119,252
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		5,528		7,619		5,448		(10,212	)		(11,676	)		12,492		(6,228	)		2,280
Total comprehensive income	$	64,089	$	54,004	$	107,177	$	70,134		$	43,807		$	51,398	$	150,984		$	121,532

	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			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
Balances at June 30, 2020																										35,070		$	351			—		$	—		$	354,431		$	(48,376	)	$	900,950		$	1,207,356
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		21			1			—			—			(49	)		—			(1	)		(49	)		20			—			—			—			(377	)		—			1			(376	)
Stock-based compensation expense		—			—			—			—			2,832			—			—			2,832			—			—			—			—			4,513			—			—			4,513
Foreign currency translation adjustments, net of tax		—			—			—			—			—			7,619			—			7,619			—			—			—			—			—			12,492			—			12,492
Net earnings		—			—			—			—			—			—			46,385			46,385			—			—			—			—			—			—			38,906			38,906
Balances at June 30, 2020		35,070		$	351			—		$	—		$	354,431		$	(48,376	)	$	900,950		$	1,207,356
Balances at September 30, 2020																										35,090		$	351			—		$	—		$	358,567		$	(35,884	)	$	939,857		$	1,262,891

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
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		22			—			—			—			(87	)		—			—			(87	)		40			1		—			—				(1,288	)	—			—				(1,287	)
Stock-based compensation expense		—			—			—			—			4,659			—			—			4,659		—			—			—			—				4,575		—			—				4,575
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		—			—			—			—			—				(11,676	)	—				(11,676	)
Net earnings		—			—			—			—			—			—			58,561			58,561		—			—			—			—			—			—				55,483			55,483
Balances at June 30, 2021		34,845		$	348			—		$	—		$	361,412		$	(10,007	)	$	1,050,074		$	1,401,827
Balances at September 30, 2021																										34,885		$	349			—		$	—		$	364,699		$	(21,683	)	$	1,105,557		$	1,448,922

Balances at December 31, 2019		35,263		$	353		—			$ —			$	357,032		$	(38,164	)	$	841,097		$	1,160,318			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	)		272			2			—			—			(5,715	)		—			—			(5,713	)
Stock-based compensation expense		—			—			—			—			7,241			—			—			7,241			—			—			—			—			11,754			—			—			11,754
Repurchase of treasury stock		—			—			(445	)		(25,000	)		—			—			—			(25,000	)		—			—			(445	)		(25,000	)		—			—			—			(25,000	)
Retirement of treasury stock		(445	)		(5	)		445			25,000			(4,503	)		—			(20,492	)		—			(445	)		(4	)		445			25,000			(4,504	)		—			(20,492	)		—
Foreign currency translation adjustments, net of tax		—			—			—			—			—			(10,212	)		—			(10,212	)		—			—			—			—			—			2,280			—			2,280
Net earnings		—			—			—			—			—			—			80,346			80,346			—			—			—			—			—			—			119,252			119,252
Balances at June 30, 2020		35,070		$	351			—		$	—		$	354,431		$	(48,376	)	$	900,950		$	1,207,356
Balances at September 30, 2020																										35,090		$	351			—		$	—		$	358,567		$	(35,884	)	$	939,857		$	1,262,891

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		239			2			—			—			(7,156	)		—			—			(7,154	)		279			3		—			—				(8,444	)	—			—				(8,441	)
Stock-based compensation expense		—			—			—			—			9,375			—			—			9,375		—			—			—			—				13,950		—				—			13,950
Repurchase of treasury stock		—			—			(497	)		(50,000	)		—	��		—			—			(50,000	)	—			—				(497	)		(50,000	)	—			—			—				(50,000	)
Retirement of treasury stock		(497	)		(5	)		497			50,000			(5,095	)		—			(44,900	)		—			(497	)		(5	)		497			50,000			(5,095	)	—				(44,900	)		—
Foreign currency translation adjustments, net of tax		—			—			—			—			—			5,448			—			5,448		—			—			—			—			—				(6,228	)		—			(6,228	)
Net earnings		—			—			—			—			—			—			101,729			101,729		—			—			—			—			—			—				157,212			157,212
Balances at June 30, 2021		34,845		$	348			—		$	—		$	361,412		$	(10,007	)	$	1,050,074		$	1,401,827
Balances at September 30, 2021																										34,885		$	349			—		$	—		$	364,699		$	(21,683	)	$	1,105,557		$	1,448,922

	Six Months Ended June 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net earnings	$	101,729		$	80,346		$	157,212		$	119,252
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization		28,498			34,623			42,151			51,375
Provision for losses on accounts receivable		3,838			6,570			5,781			8,093
Non-cash stock-based compensation		9,375			7,241			13,950			11,754
Deferred income taxes		1,815			(1,464	)		3,374			(2,883	)
Amortization of debt discount		8,375			8,002			12,615			12,091
Other adjustments		(5,308	)		2,829			(4,753	)		4,087
Changes in assets and liabilities:
Increase in accounts receivable		(362,109	)		(182,511	)
Increase in inventories		(31,072	)		(26,647	)
(Increase) decrease in accounts receivable								(85,853	)		247,659
(Increase) decrease in inventories								(88,119	)		28,002
(Increase) decrease in other assets		(8,282	)		46,088			(20,844	)		19,643
Increase in accounts payable		294,860			529,742
Decrease in accounts payable								(119,525	)		(4,842	)
Decrease in accrued expenses and other liabilities		(36,532	)		(7,290	)		(33,777	)		(32,137	)
Net cash provided by operating activities		5,187			497,529
Net cash (used in) provided by operating activities								(117,788	)		462,094
Cash flows from investing activities:
Proceeds from sale of assets held for sale		27,211			14,218
Proceeds from sale of assets								29,221			14,218
Purchases of property and equipment		(16,837	)		(14,494	)		(28,011	)		(20,688	)
Acquisitions, net of cash and cash equivalents acquired		—			(6,406	)		—			(6,405	)
Net cash provided by (used in) investing activities		10,374			(6,682	)		1,210			(12,875	)
Cash flows from financing activities:
Borrowings on ABL revolving credit facility		1,838,680			1,381,179			3,167,044			2,111,674
Repayments on ABL revolving credit facility		(1,798,680	)		(1,807,421	)		(3,085,044	)		(2,682,562	)
Net (repayments) borrowings under inventory financing facilities		(17,538	)		7,457
Net borrowings under inventory financing facilities								76,422			114,321
Repurchases of common stock		(50,000	)		(25,000	)		(50,000	)		(25,000	)
Other payments		(7,944	)		(6,791	)		(9,330	)		(7,520	)
Net cash used in financing activities		(35,482	)		(450,576	)
Net cash provided by (used in) financing activities								99,092			(489,087	)
Foreign currency exchange effect on cash, cash equivalents and restricted cash balances		(594	)		(814	)		(3,601	)		718
(Decrease) increase in cash, cash equivalents and restricted cash		(20,515	)		39,457
Decrease in cash, cash equivalents and restricted cash								(21,087	)		(39,150	)
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	$	110,067		$	155,754		$	109,495		$	77,147

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:

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.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of ~~June~~September 30, 2021 and our results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 and cash flows for the ~~six~~nine months ended ~~June~~September 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.

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.

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

	June 30,		December 31,		September 30,		December 31,
	2021		2020		2021		2020
Current receivables, which are included in “Accounts receivable, net”	$	3,045,324	$	2,685,448	$	2,754,153	$	2,685,448
Non-current receivables, which are included in “Other assets”		146,227		154,662		153,751		154,662
Contract liabilities, which are included in “Accrued expenses and other current liabilities” and “Other liabilities”		105,515		107,158		109,401		107,158

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

	Increase (Decrease)			Increase (Decrease)
	Contract			Contract
	Liabilities			Liabilities
Balances at December 31, 2020	$	107,158		$	107,158
Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied		(53,771	)		(67,166	)
Cash received in advance and not recognized as revenue		52,128			69,409
Balances at June 30, 2021	$	105,515
Balances at September 30, 2021				$	109,401

During the ~~six~~nine months ended ~~June~~September 30, 2020, the Company recognized revenue of ~~$32,682,000~~$53,454,000 related to its contract liabilities.

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

	Services		Services
Remainder of 2021	$	74,988	$	51,731
2022		56,887		91,440
2023		26,030		38,271
2024 and thereafter		20,528		33,770
Total remaining performance obligations	$	178,433	$	215,212

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 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 ~~June~~September 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 2322 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.

During the ~~first half of~~nine months ended September 30, 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 half of~~nine months ended September 30, 2020, we completed the sale of our property in Irvine, California for approximately $14,218,000.

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 June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Numerator:
Net earnings	$	58,561	$	46,385	$	101,729	$	80,346	$	55,483	$	38,906	$	157,212	$	119,252
Denominator:
Weighted average shares used to compute basic EPS		35,097		35,060		35,148		35,147		34,855		35,077		35,050		35,123
Dilutive potential common shares due to dilutive RSUs, net of tax effect		378		200		420		306		381		271		407		295
Dilutive potential common shares due to the Notes		1,660		—		1,349		—		1,509		—		1,403		—
Weighted average shares used to compute diluted EPS		37,135		35,260		36,917		35,453		36,745		35,348		36,860		35,418
Net earnings per share:
Basic	$	1.67	$	1.32	$	2.89	$	2.29	$	1.59	$	1.11	$	4.49	$	3.40
Diluted	$	1.58	$	1.32	$	2.76	$	2.27	$	1.51	$	1.10	$	4.27	$	3.37

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, ~~200~~900 and ~~100,~~400, 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~~nine months ended ~~June~~September 30, 2020, ~~400,000~~3,000 and ~~243,000,~~163,000, 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.

	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
ABL revolving credit facility	$	180,000		$	140,000		$	222,000		$	140,000
Convertible senior notes due 2025		302,415			296,419			305,463			296,419
Finance leases and other financing obligations		1,487			2,267			74			2,267
Total		483,902			438,686			527,537			438,686
Less: current portion of long-term debt		(650	)		(1,105	)		(38	)		(1,105	)
Long-term debt	$	483,252		$	437,581		$	527,499		$	437,581

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 ~~June~~September 30, 2021, eligible accounts receivable and inventory were sufficient to permit access to the full $1,200,000,000 facility amount, of which ~~$180,000,000~~$222,000,000 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.

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 (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 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

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~~third quarter of 2021 making the notes convertible at the option of the holders ~~at any time~~ through ~~the maturity date.~~December 31, 2021. 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 ~~June~~September 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 ~~June~~September 30, 2021, no such events have occurred.

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

	June 30, 2021			December 31, 2020			September 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		(47,585	)		(53,581	)		(44,537	)		(53,581	)
Net carrying amount	$	302,415		$	296,419		$	305,463		$	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 ~~3.625~~3.375 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~~nine months ended ~~June~~September 30, 2021 and 2020 is made up of contractual coupon interest, amortization of debt discount and amortization of debt issuance costs.

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

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.

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.

On June 28, 2021, we entered into an unsecured inventory financing facility in Canada (the “Canada facility”) with a maximum borrowing capacity of $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 Canadian Dollar Offered Rate plus 4.50%. Amounts outstanding under this facility will be classified as accounts payable – inventory financing facilities in the accompanying balance sheets.

~~Additionally,~~On August 6, 2021, we ~~have a $250,000,000~~increased our maximum availability for vendor purchases under our unsecured inventory financing facility with ~~each of~~ MUFG Bank Ltd (“MUFG”) ~~and~~from $250,000,000 to $280,000,000. Additionally, we increased our maximum availability under our unsecured inventory financing facility with PNC Bank, N.A. (“PNC”) ~~and~~to $300,000,000, including the $25,000,000 facility in Canada. In addition, we have a $40,000,000 unsecured inventory financing facility in EMEA. ~~As of June 30, 2021, our combined inventory financing facilities had a total maximum capacity of $565,000,000, of which $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.

As of September 30, 2021, our combined inventory financing facilities had a total maximum capacity of $620,000,000, of which $403,094,000 was outstanding.

Our effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2021 was 25.4% and ~~24.8%~~25.0%, respectively. For the three months ended ~~June~~September 30, 2021, our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by tax benefits related to research and development activities. For the ~~six~~nine months ended ~~June~~September 30, 2021, our effective tax rate was higher than the United States federal statutory rate of 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 compensation and tax benefits related to research and development activities.

Our effective tax rate for both the three and ~~six~~nine months ended ~~June~~September 30, 2020 was ~~26.2% and~~ 23.8%~~, respectively.~~. For the three months ended ~~June~~September 30, 2020, our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by tax benefits related to research and development ~~activities.~~activities and the beneficial impact of certain income tax regulations issued during the quarter. For the ~~six~~nine months ended ~~June~~September 30, 2020, our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign 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 ~~June~~September 30, 2021 and December 31, 2020, we had approximately ~~$11,486,000~~$11,579,000 and $10,546,000, respectively, of unrecognized tax benefits. Of these amounts, approximately ~~$870,000~~

$878,000 and ~~$749,000,~~$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.

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.

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~~nine months ended ~~June~~September 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~~nine months ended ~~June~~September 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~~nine months ended ~~June~~September 30, 2021 and 2020 were retired.

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 ~~June~~September 30, 2021. Accordingly, we have not accrued any liabilities related to such performance bonds in our consolidated financial statements.

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.

From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These

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

Management believes that payments, if any, related to these indemnifications are not probable at ~~June~~September 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. There are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.

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.

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

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.

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, 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.

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~~nine months ended ~~June~~September 30, 2021 and 2020 (in thousands):

	Three Months Ended June 30, 2021								Three Months Ended September 30, 2021
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,168,770	$	170,406	$	11,768	$	1,350,944	$	1,418,335	$	160,645	$	13,515	$	1,592,495
Software		331,809		184,986		21,439	$	538,234		338,440		178,868		14,436	$	531,744
Services		259,050		61,982		19,291	$	340,323		263,101		41,935		18,246	$	323,282
	$	1,759,629	$	417,374	$	52,498	$	2,229,501	$	2,019,876	$	381,448	$	46,197	$	2,447,521
Major Client Groups
Large Enterprise / Corporate	$	1,219,953	$	297,677	$	25,663	$	1,543,293	$	1,447,246	$	276,292	$	21,947	$	1,745,485
Commercial		362,744		17,166		16,110		396,020		384,458		13,209		17,277		414,944
Public Sector		176,932		102,531		10,725		290,188		188,172		91,947		6,973		287,092
	$	1,759,629	$	417,374	$	52,498	$	2,229,501	$	2,019,876	$	381,448	$	46,197	$	2,447,521
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,661,386	$	380,325	$	44,835	$	2,086,546	$	1,926,059	$	358,981	$	39,849	$	2,324,889
Net revenue recognition (Agent)		98,243		37,049		7,663		142,955		93,817		22,467		6,348		122,632
	$	1,759,629	$	417,374	$	52,498	$	2,229,501	$	2,019,876	$	381,448	$	46,197	$	2,447,521

	Three Months Ended June 30, 2020								Three Months Ended September 30, 2020
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,023,970	$	153,255	$	6,834	$	1,184,059	$	1,028,045	$	138,685	$	6,421	$	1,173,151
Software		286,202		186,781		15,891		488,874		306,925		165,301		16,191		488,417
Services		228,975		51,981		14,846		295,802		223,198		37,294		14,418		274,910
	$	1,539,147	$	392,017	$	37,571	$	1,968,735	$	1,558,168	$	341,280	$	37,030	$	1,936,478
Major Client Groups
Large Enterprise / Corporate	$	1,023,562	$	273,147	$	16,102	$	1,312,811	$	1,043,303	$	242,925	$	15,416	$	1,301,644
Commercial		332,384		13,178		15,562		361,124		312,080		13,647		16,197		341,924
Public Sector		183,201		105,692		5,907		294,800		202,785		84,708		5,417		292,910
	$	1,539,147	$	392,017	$	37,571	$	1,968,735	$	1,558,168	$	341,280	$	37,030	$	1,936,478
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	$	1,477,716	$	320,445	$	31,256	$	1,829,417
Net revenue recognition (Agent)		87,225		32,811		6,508		126,544		80,452		20,835		5,774		107,061
	$	1,539,147	$	392,017	$	37,571	$	1,968,735	$	1,558,168	$	341,280	$	37,030	$	1,936,478

	Six Months Ended June 30, 2021								Nine Months Ended September 30, 2021
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	2,278,259	$	366,377	$	21,333	$	2,665,969	$	3,696,594	$	527,022	$	34,848	$	4,258,464
Software		640,547		419,409		56,273	$	1,116,229		978,987		598,277		70,709	$	1,647,973
Services		495,604		110,424		34,343	$	640,371		758,705		152,359		52,589	$	963,653
	$	3,414,410	$	896,210	$	111,949	$	4,422,569	$	5,434,286	$	1,277,658	$	158,146	$	6,870,090
Major Client Groups
Large Enterprise / Corporate	$	2,391,381	$	606,752	$	44,739	$	3,042,872	$	3,838,627	$	883,044	$	66,686	$	4,788,357
Commercial		706,789		37,699		28,777		773,265		1,091,247		50,908		46,054		1,188,209
Public Sector		316,240		251,759		38,433		606,432		504,412		343,706		45,406		893,524
	$	3,414,410	$	896,210	$	111,949	$	4,422,569	$	5,434,286	$	1,277,658	$	158,146	$	6,870,090
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	3,231,027	$	831,302	$	97,698	$	4,160,027	$	5,157,086	$	1,190,283	$	137,547	$	6,484,916
Net revenue recognition (Agent)		183,383		64,908		14,251		262,542		277,200		87,375		20,599		385,174
	$	3,414,410	$	896,210	$	111,949	$	4,422,569	$	5,434,286	$	1,277,658	$	158,146	$	6,870,090

	Six Months Ended June 30, 2020								Nine Months Ended September 30, 2020
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	2,152,456	$	328,224	$	14,580	$	2,495,260	$	3,180,501	$	466,909	$	21,001	$	3,668,411
Software		591,365		387,863		46,761		1,025,989		898,290		553,164		62,952		1,514,406
Services		469,707		94,816		27,014		591,537		692,905		132,110		41,432		866,447
	$	3,213,528	$	810,903	$	88,355	$	4,112,786	$	4,771,696	$	1,152,183	$	125,385	$	6,049,264
Major Client Groups
Large Enterprise / Corporate	$	2,184,310	$	565,435	$	29,127	$	2,778,872	$	3,227,613	$	808,360	$	44,543	$	4,080,516
Commercial		718,460		30,920		29,216		778,596		1,030,540		44,567		45,413		1,120,520
Public Sector		310,758		214,548		30,012		555,318		513,543		299,256		35,429		848,228
	$	3,213,528	$	810,903	$	88,355	$	4,112,786	$	4,771,696	$	1,152,183	$	125,385	$	6,049,264
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	$	4,530,152	$	1,071,910	$	108,073	$	5,710,135
Net revenue recognition (Agent)		161,092		59,438		11,538		232,068		241,544		80,273		17,312		339,129
	$	3,213,528	$	810,903	$	88,355	$	4,112,786	$	4,771,696	$	1,152,183	$	125,385	$	6,049,264

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~~nine months ended ~~June~~September 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 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 June 30, 2021								Three Months Ended September 30, 2021
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Net sales:
Products	$	1,500,579	$	355,392	$	33,207	$	1,889,178	$	1,756,775	$	339,513	$	27,951	$	2,124,239
Services		259,050		61,982		19,291		340,323		263,101		41,935		18,246		323,282
Total net sales		1,759,629		417,374		52,498		2,229,501		2,019,876		381,448		46,197		2,447,521
Costs of goods sold:
Products		1,358,357		327,550		29,822		1,715,729		1,595,184		310,242		24,670		1,930,096
Services		122,375		16,295		8,419		147,089		128,710		15,759		8,411		152,880
Total costs of goods sold		1,480,732		343,845		38,241		1,862,818		1,723,894		326,001		33,081		2,082,976
Gross profit		278,897		73,529		14,257		366,683		295,982		55,447		13,116		364,545
Operating expenses:
Selling and administrative expenses		213,900		53,957		9,230		277,087		219,714		50,062		9,222		278,998
Severance and restructuring expenses		878		240		9		1,127		1,999		397		—		2,396
Earnings from operations	$	64,119	$	19,332	$	5,018	$	88,469	$	74,269	$	4,988	$	3,894	$	83,151

	Three Months Ended June 30, 2020								Three Months Ended September 30, 2020
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Net sales:
Products	$	1,310,172	$	340,036	$	22,725	$	1,672,933	$	1,334,970	$	303,986	$	22,612	$	1,661,568
Services		228,975		51,981		14,846		295,802		223,198		37,294		14,418		274,910
Total net sales		1,539,147		392,017		37,571		1,968,735		1,558,168		341,280		37,030		1,936,478
Costs of goods sold:
Products		1,187,178		310,279		20,490		1,517,947		1,202,743		277,025		20,544		1,500,312
Services		107,073		13,558		5,768		126,399		108,257		13,955		6,391		128,603
Total costs of goods sold		1,294,251		323,837		26,258		1,644,346		1,311,000		290,980		26,935		1,628,915
Gross profit		244,896		68,180		11,313		324,389		247,168		50,300		10,095		307,563
Operating expenses:
Selling and administrative expenses		187,313		48,177		7,090		242,580		192,033		45,438		7,684		245,155
Severance and restructuring expenses		4,904		2,093		13		7,010		773		19		16		808
Acquisition and integration related expenses		611		—		—		611		118		—		—		118
Earnings from operations	$	52,068	$	17,910	$	4,210	$	74,188	$	54,244	$	4,843	$	2,395	$	61,482

	Six Months Ended June 30, 2021										Nine Months Ended September 30, 2021
	North America			EMEA		APAC		Consolidated			North America			EMEA		APAC		Consolidated
Net sales:
Products	$	2,918,806		$	785,786	$	77,606	$	3,782,198		$	4,675,581		$	1,125,299	$	105,557	$	5,906,437
Services		495,604			110,424		34,343		640,371			758,705			152,359		52,589		963,653
Total net sales		3,414,410			896,210		111,949		4,422,569			5,434,286			1,277,658		158,146		6,870,090
Costs of goods sold:
Products		2,642,233			723,734		71,020		3,436,987			4,237,417			1,033,976		95,690		5,367,083
Services		239,791			32,912		14,722		287,425			368,501			48,671		23,133		440,305
Total costs of goods sold		2,882,024			756,646		85,742		3,724,412			4,605,918			1,082,647		118,823		5,807,388
Gross profit		532,386			139,564		26,207		698,157			828,368			195,011		39,323		1,062,702
Operating expenses:
Selling and administrative expenses		420,706			109,404		18,167		548,277		$	640,420		$	159,466	$	27,389		827,275
Severance and restructuring expenses		(6,360	)		738		9		(5,613	)		(4,361	)		1,135		9		(3,217	)
Earnings from operations	$	118,040		$	29,422	$	8,031	$	155,493		$	192,309		$	34,410	$	11,925	$	238,644

	Six Months Ended June 30, 2020								Nine Months Ended September 30, 2020
	North America		EMEA		APAC		Consolidated		North America		EMEA		APAC		Consolidated
Net sales:
Products	$	2,743,821	$	716,087	$	61,341	$	3,521,249	$	4,078,791	$	1,020,073	$	83,953	$	5,182,817
Services		469,707		94,816		27,014		591,537		692,905		132,110		41,432		866,447
Total net sales		3,213,528		810,903		88,355		4,112,786		4,771,696		1,152,183		125,385		6,049,264
Costs of goods sold:
Products		2,475,375		656,028		56,782		3,188,185		3,678,118		933,053		77,326		4,688,497
Services		236,329		27,921		10,626		274,876		344,586		41,876		17,017		403,479
Total costs of goods sold		2,711,704		683,949		67,408		3,463,061		4,022,704		974,929		94,343		5,091,976
Gross profit		501,824		126,954		20,947		649,725		748,992		177,254		31,042		957,288
Operating expenses:
Selling and administrative expenses		398,516		98,421		14,506		511,443		590,549		143,859		22,190		756,598
Severance and restructuring expenses		7,026		2,099		29		9,154		7,799		2,118		45		9,962
Acquisition-related expenses		1,873		204		—		2,077		1,991		204		—		2,195
Earnings from operations	$	94,409	$	26,230	$	6,412	$	127,051	$	148,653	$	31,073	$	8,807	$	188,533

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

	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
North America	$	4,786,742		$	4,837,155		$	4,690,727		$	4,837,155
EMEA		975,626			735,771			717,883			735,771
APAC		163,587			155,761			124,908			155,761
Corporate assets and intercompany eliminations, net		(1,258,908	)		(1,417,955	)		(1,098,140	)		(1,417,955	)
Total assets	$	4,667,047		$	4,310,732		$	4,435,378		$	4,310,732

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 June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		2021		2020		2021		2020
Depreciation and amortization of property and equipment:
North America	$	4,864	$	5,826	$	9,671	$	11,652	$	4,376	$	5,907	$	14,047	$	17,559
EMEA		1,202		1,249		2,434		2,577		1,141		1,269		3,575		3,846
APAC		142		137		284		272		148		143		432		415
		6,208		7,212		12,389		14,501		5,665		7,319		18,054		21,820
Amortization of intangible assets:
North America		7,440		9,371		14,857		18,864		7,372		8,730		22,229		27,594
EMEA		501		534		997		1,040		494		585		1,491		1,625
APAC		127		109		255		218		122		118		377		336
		8,068		10,014		16,109		20,122		7,988		9,433		24,097		29,555
Total	$	14,276	$	17,226	$	28,498	$	34,623	$	13,653	$	16,752	$	42,151	$	51,375

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.”

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.

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 ~~second~~third quarter 2021 financial results, ~~continued~~prolonged supply constraints stemming from shortages of chips and displays resulted in sustained elevated bookings as we entered the ~~third~~fourth quarter. We currently expect these supply constraints and extended lead times for certain products will begin to ease ~~by the end of 2021~~in 2022 and expect growth in net sales in the ~~second half~~fourth quarter of 2021 compared to the same period in the prior year.

More recently, new variants of COVID-19, such as the Delta variant, that are significantly more contagious than previous strains, have emerged. The spread of these new strains is causing many government authorities and businesses to reimplement prior restrictions in an effort to lessen the spread of COVID-19 and its variants. 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 and its ~~severity,~~severity; the emergence and severity of its ~~variants,~~variants; the availability and efficacy of vaccines (particularly with respect to emerging strains of the virus) and potential hesitancy to utilize ~~them,~~them; other protective actions taken to contain the virus or treat its impact, such as restrictions on travel and ~~transportation,~~transportation;general economic factors, such as increased inflation; supply chain constraints; labor supply issues; 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.~~2021 and beyond. 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 9 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.

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.

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 ~~second~~third 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. See “—Quarterly Overview—Recent Developments – Impact of COVID-19 and Supply Constraints on Our Business” for additional information.

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020			2021			2020			2021			2020
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Costs of goods sold		83.6			83.5			84.2			84.2			85.1			84.1			84.5			84.2
Gross profit		16.4			16.5			15.8			15.8			14.9			15.9			15.5			15.8
Selling and administrative expenses		12.4			12.3			12.4			12.4			11.4			12.7			12.1			12.5
Severance and restructuring expenses and acquisition and integration related expenses		—			0.4			(0.1	)		0.3			0.1			0.1			(0.1	)		0.2
Earnings from operations		4.0			3.8			3.5			3.1			3.4			3.1			3.5			3.1
Non-operating expense, net		0.5			0.6			0.5			0.5			0.4			0.5			0.4			0.5
Earnings before income taxes		3.5			3.2			3.0			2.6			3.0			2.6			3.1			2.6
Income tax expense		0.9			0.8			0.7			0.6			0.7			0.6			0.8			0.6
Net earnings		2.6	%		2.4	%		2.3	%		2.0	%		2.3	%		2.0	%		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~~

often stronger in our third quarter, while sales in the state and local government and education 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 ~~June~~September 30, 2021 increased ~~13%~~26%, year over year, to ~~$2.2~~$2.4 billion compared to the three months ended ~~June~~September 30, 2020. This increase reflects increases in all of our operating segments.Net sales for the ~~six~~nine months ended ~~June~~September 30, 2021 increased 8%14% year over year to ~~$4.4~~$6.9 billion compared to the ~~six~~nine months ended ~~June~~September 30, 2020. Our net sales by operating segment were as follows for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended June 30,				%			Six Months Ended June 30,				%			Three Months Ended September 30,				%			Nine Months Ended September 30,				%
	2021		2020		Change			2021		2020		Change			2021		2020		Change			2021		2020		Change
North America	$	1,759,629	$	1,539,147		14	%	$	3,414,410	$	3,213,528		6	%	$	2,019,876	$	1,558,168		30	%	$	5,434,286	$	4,771,696		14	%
EMEA		417,374		392,017		6	%		896,210		810,903		11	%		381,448		341,280		12	%		1,277,658		1,152,183		11	%
APAC		52,498		37,571		40	%		111,949		88,355		27	%		46,197		37,030		25	%		158,146		125,385		26	%
Consolidated	$	2,229,501	$	1,968,735		13	%	$	4,422,569	$	4,112,786		8	%	$	2,447,521	$	1,936,478		26	%	$	6,870,090	$	6,049,264		14	%

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

	Three Months Ended June 30,				%			Six Months Ended June 30,				%			Three Months Ended September 30,				%			Nine Months Ended September 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	1,168,770	$	1,023,970		14	%	$	2,278,259	$	2,152,456		6	%	$	1,418,335	$	1,028,045		38	%	$	3,696,594	$	3,180,501		16	%
Software		331,809		286,202		16	%		640,547		591,365		8	%		338,440		306,925		10	%		978,987		898,290		9	%
Services		259,050		228,975		13	%		495,604		469,707		6	%		263,101		223,198		18	%		758,705		692,905		9	%
	$	1,759,629	$	1,539,147		14	%	$	3,414,410	$	3,213,528		6	%	$	2,019,876	$	1,558,168		30	%	$	5,434,286	$	4,771,696		14	%

Net sales in North America increased ~~14%~~30%, or ~~$220.5~~$461.7 million, for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020, primarily driven by increases in hardware net sales. Net sales of hardware, software and services increased ~~14%~~38%, ~~16%~~10% and ~~13%~~18%, respectively, year over year. The ~~changes~~increases for the three months ended ~~June~~September 30, 2021 were the result of the following:

Net sales in North America increased 6%14%, or ~~$200.9~~$662.6 million, for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020, primarily driven by increases in hardware ~~and software~~ net sales. Net sales of hardware, software and services increased 6%16%, 8%9% and 6%9%, respectively, year over year. The ~~increase~~increases for the first ~~half~~nine months of 2021 ~~was~~were the result of the following:

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

	Three Months Ended June 30,				%			Six Months Ended June 30,				%			Three Months Ended September 30,				%			Nine Months Ended September 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	170,406	$	153,255		11	%	$	366,377	$	328,224		12	%	$	160,645	$	138,685		16	%	$	527,022	$	466,909		13	%
Software		184,986		186,781		(1	%)		419,409		387,863		8	%		178,868		165,301		8	%		598,277		553,164		8	%
Services		61,982		51,981		19	%		110,424		94,816		16	%		41,935		37,294		12	%		152,359		132,110		15	%
	$	417,374	$	392,017		6	%	$	896,210	$	810,903		11	%	$	381,448	$	341,280		12	%	$	1,277,658	$	1,152,183		11	%

Net sales in EMEA increased 6%12%, or ~~$25.4~~$40.2 million, for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 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%~~7%, ~~respectively,~~ year over year. Net sales of hardware, software ~~decreased 1%~~and services increased 16%, 8% and 12%, respectively, year toover year. The ~~net changes~~increases for the three months ended ~~June~~September 30, 2021 were the result of the following:

Net sales in EMEA increased 11%, or ~~$85.3~~$125.5 million, for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA increased 1%3%, year over year. Net sales of hardware, software and services increased ~~12%~~13%, 8% and ~~16%~~15%, respectively, year over year. The ~~net changes~~increases for the first ~~half~~nine months of 2021 were the result of the following:

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

	Three Months Ended June 30,				%			Six Months Ended June 30,				%			Three Months Ended September 30,				%			Nine Months Ended September 30,				%
Sales Mix	2021		2020		Change			2021		2020		Change			2021		2020		Change			2021		2020		Change
Hardware	$	11,768	$	6,834		72	%	$	21,333	$	14,580		46	%	$	13,515	$	6,421		110	%	$	34,848	$	21,001		66	%
Software		21,439		15,891		35	%		56,273		46,761		20	%		14,436		16,191		(11	%)		70,709		62,952		12	%
Services		19,291		14,846		30	%		34,343		27,014		27	%		18,246		14,418		27	%		52,589		41,432		27	%
	$	52,498	$	37,571		40	%	$	111,949	$	88,355		27	%	$	46,197	$	37,030		25	%	$	158,146	$	125,385		26	%

Net sales in APAC increased ~~40%~~25%, or ~~$14.9~~$9.2 million, for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC increased ~~24%~~21%, year over year. Net sales of hardware ~~software~~ and services increased by ~~72%, 35%~~110% and ~~30%~~27%, respectively, year over year. Net sales of software decreased by 11%, year to year. The net changes for the three months ended ~~June~~September 30, 2021 were the result of the following:

Net sales in APAC increased 26%, or $32.8 million, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC increased 14%, year over year. Net sales of hardware, software and services increased by 66%, 12% and 27%, respectively, year over year. The increases for the first nine months of 2021 were the result of the following:

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

	North America						EMEA						APAC						North America						EMEA						APAC
	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended September 30,						Three Months Ended September 30,						Three Months Ended September 30,
Sales Mix	2021			2020			2021			2020			2021			2020			2021			2020			2021			2020			2021			2020
Hardware		66	%		66	%		41	%		39	%		22	%		18	%		70	%		66	%		42	%		41	%		29	%		17	%
Software		19	%		19	%		44	%		48	%		41	%		42	%		17	%		20	%		47	%		48	%		31	%		44	%
Services		15	%		15	%		15	%		13	%		37	%		40	%		13	%		14	%		11	%		11	%		40	%		39	%
		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

	North America						EMEA						APAC						North America						EMEA						APAC
	Six Months Ended June 30,						Six Months Ended June 30,						Six Months Ended June 30,						Nine Months Ended September 30,						Nine Months Ended September 30,						Nine Months Ended September 30,
Sales Mix	2021			2020			2021			2020			2021			2020			2021			2020			2021			2020			2021			2020
Hardware		67	%		67	%		41	%		40	%		19	%		16	%		68	%		67	%		41	%		41	%		22	%		17	%
Software		19	%		18	%		47	%		48	%		50	%		53	%		18	%		19	%		47	%		48	%		45	%		50	%
Services		14	%		15	%		12	%		12	%		31	%		31	%		14	%		14	%		12	%		11	%		33	%		33	%
		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Gross Profit. Gross profit increased ~~13%~~19%, or ~~$42.3~~$57.0 million, for the three months ended ~~June~~September 30, 2021, compared to the three months ended ~~June~~September 30, 2020, with gross margin contracting approximately 10100 basis points to ~~16.4%~~14.9% for the three months ended ~~June~~September 30, 2021 compared to ~~16.5%~~15.9% for the three months ended ~~June~~September 30, 2020. Gross profit increased 7%11%, or ~~$48.4~~$105.4 million, in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020, with gross margin ~~remaining flat at 15.8%~~contracting 30 basis points to 15.5% for the first ~~half~~nine months of 2021 compared to the first ~~half~~nine months 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~~nine months ended ~~June~~September 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,										Three Months Ended September 30,										Nine Months Ended September 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			2021		% of Net Sales			2020		% of Net Sales
North America	$	278,897		15.8	%	$	244,896		15.9	%	$	532,386		15.6	%	$	501,824		15.6	%	$	295,982		14.7	%	$	247,168		15.9	%	$	828,368		15.2	%	$	748,992		15.7	%
EMEA		73,529		17.6	%		68,180		17.4	%		139,564		15.6	%		126,954		15.7	%		55,447		14.5	%		50,300		14.7	%		195,011		15.3	%		177,254		15.4	%
APAC		14,257		27.2	%		11,313		30.1	%		26,207		23.4	%		20,947		23.7	%		13,116		28.4	%		10,095		27.3	%		39,323		24.9	%		31,042		24.8	%
Consolidated	$	366,683		16.4	%	$	324,389		16.5	%	$	698,157		15.8	%	$	649,725		15.8	%	$	364,545		14.9	%	$	307,563		15.9	%	$	1,062,702		15.5	%	$	957,288		15.8	%

North America’s gross profit for the three months ended ~~June~~September 30, 2021 increased ~~14%~~20%, or ~~$34.0~~$48.8 million, compared to the three months ended ~~June~~September 30, 2020. As a percentage of net sales, gross margin contracted 10approximately 120 basis points to ~~15.8%~~14.7% for the ~~second~~third quarter of 2021. The ~~year over year changes~~year-to-year declines in gross margin were primarily attributable to the following:

North America’s gross profit for the ~~six~~nine months ended ~~June~~September 30, 2021 increased 6%11%, or ~~$30.6~~$79.4 million, compared to the three months ended ~~June~~September 30, 2020. As a percentage of net sales, gross margin ~~was flat at 15.6%~~contracted approximately 50 basis points to 15.2% for the first ~~half~~nine months of 2021. The ~~year over year net changes~~year-to-year declines in gross margin were primarily attributable to the following:

EMEA’s gross profit for the three months ended ~~June~~September 30, 2021 increased ~~$5.3~~$5.1 million, or 8%10%, year over year ~~(decreasing 3%~~(increasing 6% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended ~~June~~September 30, 2020. As a percentage of net sales, gross margin ~~increased~~contracted approximately 20 basis points, year ~~over~~to year. The year ~~over~~to year net ~~increase~~decrease in gross margin was primarily attributable to a decrease in product margin, including partner funding and freight, of 23 basis points, partially offset by an increase in higher margin services net sales, including cloud solutions and Insight delivered services, of ~~115~~2 basis ~~points, partially offset by a~~ ~~decrease in product margin, which includes partner funding and freight, of 92 basis points~~.points.

EMEA’s gross profit for the ~~six~~nine months ended ~~June~~September 30, 2021, increased ~~$12.6~~$17.8 million, or 10% ~~(flat~~(increasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the first ~~half~~nine months of 2020. As a percentage of net sales, gross margin contracted approximately 10 basis points, year to year. The year to year decline in gross margin was primarily attributable to a decrease in product margin, which includes partner funding and freight, of 4840 basis points, partially offset by a net increase in services margin, including cloud solutions and Insight delivered services, of 4028 basis points.

APAC’s gross profit for the three months ended ~~June~~September 30, 2021 increased ~~$2.9~~$3.0 million, or ~~26%~~30%, compared to the three months ended ~~June~~September 30, 2020 (increasing ~~11%~~26% when excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin ~~contracted~~expanded approximately ~~290~~110 basis points, year toover year. The ~~decrease~~increase in gross margin in the ~~second~~third quarter of 2021 compared to the ~~second~~third 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 50152 basis points. The expansion was partially offset by a decrease in gross margin on services net sales of 39 basis points.

APAC’s gross profit for the first ~~half~~nine months of 2021 increased ~~$5.3~~$8.3 million, or ~~25%~~27% compared to the first ~~half~~nine months of 2020 (increasing ~~10%~~15% excluding fluctuating foreign currency exchange rates). As a percentage of net sales, gross margin ~~contracted~~expanded approximately 3010 basis points, year toover year. The ~~decrease~~increase in gross margin in the first ~~six~~nine months of 2021 compared to the first ~~six~~nine months of 2020 was primarily due to an increase in gross margin on product net sales, which includes partner funding and freight, of 95 basis points, partially offset by a decline in gross margins from services net sales of ~~102~~85 basis points ~~partially offset by an~~ ~~increase in gross margin on~~ ~~product net sales, which includes partner funding and freight, of 72 basis points.~~.

Selling and Administrative Expenses. Selling and administrative expenses increased ~~$34.5~~$33.8 million, or 14% (increasing ~~11%~~13% when excluding fluctuating foreign currency exchange rates), for the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020. Selling and administrative expenses increased ~~$36.8~~$70.7 million, or 7%9% (increasing 2%7% when excluding fluctuating foreign currency exchange rates), for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020.

Selling and administrative expenses ~~increased~~decreased approximately 10130 basis points as a percentage of net sales in the ~~second~~third quarter of 2021 compared to the ~~second~~third quarter of 2020. The overall net increase in selling and administrative expenses reflects a ~~$36.3~~$34.3 million ~~net~~ increase in personnel costs, including teammate benefits expenses primarily related to increases in overall teammate headcount and increases in variable compensation in the current year. ~~This increase was~~There were also increases in professional fees incurred for special projects and travel and entertainment costs of $1.7 million and $1.3 million respectively, year over year. These increases were partially offset by ~~decreases~~a decrease in depreciation and amortization ~~and other expenses~~expense of ~~$3.1 million and~~ $2.4 million, ~~respectively,~~ year to year.

Selling and administrative expenses ~~remained flat~~decreased approximately 40 basis points as a percentage of net sales in the first ~~half~~nine months of 2021 compared to the first ~~half~~nine months of 2020. The overall net increase in selling and administrative expenses reflects ~~a $55.2~~an $89.5 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~~Professional fees incurred for special projects also increased by $4.6 million year over year. These increases were partially offset by decreases in depreciation and amortization, other expenses and travel and entertainment costs ~~and other expenses~~ of ~~$7.1~~$9.5 million, ~~$5.4~~$5.7 million and ~~$5.1~~$4.0 million, respectively, year to year. ~~The decreases in travel and entertainment costs reflect cost control measures taken in response to COVID-19 in the prior year that have been maintained in the current year.~~

Severance and Restructuring Expenses, Net. During the three months ended ~~June~~September 30, 2021, we recorded severance expense, net of adjustments, of approximately ~~$1.1~~$2.4 million. Comparatively, during the three months ended ~~June~~September 30, 2020, we recorded severance expense, net of adjustments, of approximately ~~$7.0 million.~~$808,000. 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.

During the ~~six~~nine months ended ~~June~~September 30, 2021, we recorded severance expense, net of adjustments, of approximately ~~$2.4~~$4.8 million. Comparatively, during the ~~six~~nine months ended ~~June~~September 30, 2020, we recorded severance expense, net of adjustments, of approximately ~~$9.2~~$10.0 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. InFor the ~~six~~nine months ended ~~June~~September 30, 2021, severance charges were offset by gains on sale of properties of $8.0 million.

Earnings from Operations. Earnings from operations increased ~~19%~~35%, or ~~$14.3~~$21.7 million, for the three months ended ~~June~~September 30, 2021, compared to the three months ended ~~June~~September 30, 2020. Earnings from operations increased ~~22%~~27%, or ~~$28.4~~$50.1 million, for the ~~six~~nine months ended ~~June~~September 30, 2021, compared to the ~~six~~nine months ended ~~June~~September 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~~nine months ended ~~June~~September 30, 2021 and 2020 (dollars in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,										Three Months Ended September 30,										Nine Months Ended September 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			2021		% of Net Sales			2020		% of Net Sales
North America	$	64,119		3.6	%	$	52,068		3.4	%	$	118,040		3.5	%	$	94,409		2.9	%	$	74,269		3.7	%	$	54,244		3.5	%	$	192,309		3.5	%	$	148,653		3.1	%
EMEA		19,332		4.6	%		17,910		4.6	%		29,422		3.3	%		26,230		3.2	%		4,988		1.3	%		4,843		1.4	%		34,410		2.7	%		31,073		2.7	%
APAC		5,018		9.6	%		4,210		11.2	%		8,031		7.2	%		6,412		7.3	%		3,894		8.4	%		2,395		6.5	%		11,925		7.5	%		8,807		7.0	%
Consolidated	$	88,469		4.0	%	$	74,188		3.8	%	$	155,493		3.5	%	$	127,051		3.1	%	$	83,151		3.4	%	$	61,482		3.1	%	$	238,644		3.5	%	$	188,533		3.1	%

North America’s earnings from operations for the three months ended ~~June~~September 30, 2021 increased ~~$12.1~~$20.0 million, or ~~23%~~37%, compared to the three months ended ~~June~~September 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 20 basis points to ~~3.6%~~3.7%. The increase in earnings from operations was primarily driven by an increase in gross profit, ~~a decrease in severance and restructuring expenses and no acquisition and integration related expenses in the current period,~~ partially offset by a net increase in selling and administrative expenses and an increase in severance and restructuring expenses when compared to the three months ended ~~June~~September 30, 2020. Earnings from operations increased as a percentage of net sales primarily due to gross profit increasing at a faster rate than selling and administrative expenses.

North America’s earnings from operations for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$23.6~~$43.7 million, or ~~25%~~29%, compared to the ~~six~~nine months ended ~~June~~September 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 6040 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~~nine months ended ~~June~~September 30, 2020.Earnings from operations increased as a percentage of net sales primarily due to gross profit increasing at a faster rate than selling and administrative expenses.

EMEA’s earnings from operations for the three months ended ~~June~~September 30, 2021 increased ~~$1.4 million,~~$145,000, or 8%3% (decreasing 1%2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended ~~June~~September 30, 2020. As a percentage of net sales, earnings from operations ~~was flat with prior year at 4.6%~~decreased 10 basis points to 1.3%. 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 and an increase in severance and restructuring expenses compared to the three months ended ~~June~~September 30, 2020.

EMEA’s earnings from operations for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$3.2~~$3.3 million, or ~~12%~~11% (increasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the ~~six~~nine months ended ~~June~~September 30, 2020. As a percentage of net sales, earnings from operations ~~increased by approximately 10 basis points to 3.3%~~remained flat at 2.7%. 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 nine months ended September 30, 2020.

APAC’s earnings from operations for the three months ended ~~June~~September 30, 2021 increased $1.5 million, or 63% (increasing 56% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2020. As a percentage of net sales, earnings from operations increased by approximately 190 basis points to 8.4%. 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 September 30, 2020.

APAC’s earnings from operations for the ~~six~~nine months ended ~~June~~September 30, ~~2021~~2021 increased ~~$1.6~~$3.1 million, or ~~25%~~35% (increasing ~~12%~~23% when excluding the effects of fluctuating foreign currency exchange rates),compared to the ~~six~~nine months ended ~~June~~September 30, 2020. As a percentage of net sales, earnings from operations ~~decreased~~ increased by approximately 1050 basis points to ~~7.2%~~7.5%. ~~Earnings~~Earnings from operations reflects an increase in gross profit partially offset by an increase in ~~sellin~~gselling and administrative expenses when compared to the ~~six~~nine months ended ~~June~~September 30, 2020.

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 ~~June~~September 30, 2021 ~~decreased 6%~~increased 13%, or ~~$636,000,~~$1.2 million, compared to the three months ended ~~June~~September 30, 2020. The increase was due primarily to higher average daily balances under our ABL facility, as well as increased imputed interest under our inventory financing facilities and the Notes. Interest expense, net for the ~~six~~nine months ended ~~June~~September 30, 2021 decreased ~~11%~~4%, or ~~$2.5~~$1.3 million, compared to the ~~six~~nine months ended ~~June~~September 30, 2020. The ~~decreases were~~decrease was due primarily to lower average daily balances under our ABL facility during the first half of the year 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 $2.7 million and ~~$5.3~~$8.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively compared to ~~$2.5~~$2.6 million and ~~$5.0~~$7.6 million for the three and ~~six~~nine months ended ~~June~~September 20, 2020, respectively. Imputed interest under our inventory financing facilities was ~~$3.1~~$3.9 million and ~~$6.7~~$10.7 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, compared to ~~$2.8~~$3.2 million and ~~$5.6~~$8.8 million for the three and ~~six~~nine months ended ~~June~~September 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.~~facilities. For a 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 25.4% for the three months ended 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~~September 30, 2021 was higher than our effective tax rate of 23.8% for the ~~six~~three months ended ~~June~~September 30, 2020. The increase in our effective tax rate was due primarily to the beneficial rate impact of certain income tax regulations issued during the prior year that did not recur in 2021, partially offset by an increase in excess tax benefits on the settlement of employee share-based compensation.

Our effective tax rate of 25.0% for the nine months ended September 30, 2021 was higher than our effective tax rate of 23.8% for the nine months ended September 30, 2020. The increase in our effective tax rate for the first ~~half~~nine months of 2021 compared to the first ~~half~~nine months of 2020 was due primarily to the rate impact of tax benefits associated with the CARES Act which did not recur in 2021, partially offset by an increase in excess tax benefits on the settlement of employee share-based compensation.

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

	Six Months Ended June 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net cash provided by operating activities	$	5,187		$	497,529
Net cash (used in) provided by operating activities							$	(117,788	)	$	462,094
Net cash provided by (used in) investing activities		10,374			(6,682	)		1,210			(12,875	)
Net cash used in financing activities		(35,482	)		(450,576	)
Net cash provided by (used in) financing activities								99,092			(489,087	)
Foreign currency exchange effect on cash, cash equivalent and restricted cash balances		(594	)		(814	)		(3,601	)		718
(Decrease) increase in cash, cash equivalents and restricted cash		(20,515	)		39,457
Decrease in cash, cash equivalents and restricted cash								(21,087	)		(39,150	)
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	$	110,067		$	155,754		$	109,495		$	77,147

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 ~~June~~September 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.

	Three Months Ended June 30,						Three Months Ended September 30,
	2021			2020			2021			2020
Days sales outstanding in ending accounts receivable (“DSOs”) ^(a)		124			124			104			108
Days inventory outstanding (“DIOs”) ^(b)		11			12			10			10
Days purchases outstanding in ending accounts payable (“DPOs”) ^(c)		(101	)		(114	)		(78	)		(93	)
Cash conversion cycle (days) ^(d)		34			22			36			25

Our debt balance as of ~~June~~September 30, 2021 was ~~$483.9~~$527.5 million, including our finance lease obligations for certain IT equipment and other financing obligations.

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

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of ~~June~~September 30, 2021, we had approximately ~~$76.1~~$91.4 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.

We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 8 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.

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.

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.

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 ~~June~~September 30, 2021, the fair market value of our Notes was ~~$537~~$489 million. For additional information about our Notes, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

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 ~~June~~September 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.

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.

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.

For a discussion of legal proceedings, see “– Legal Proceedings” in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report, which section is incorporated by reference herein.

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.

There were no unregistered sales of equity securities during the three months ended ~~June~~September 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.

On February 26, 2020, we announced that our Board of Directors had authorized the repurchase of up to $50 million of our common stock. 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~~September 30, 2021, approximately $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, through 10b5-1 plans or otherwise, at management’s discretion. The 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.

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.

On October 29, 2021, the Compensation Committee approved an additional award of restricted stock units (“RSUs”), with a value of $500,000, to Glynis Bryan, Chief Financial Officer. The RSUs were granted in connection with the Company’s leadership transition, are all service-based and vest pro rata over four years. All of the RSUs described above were, or will be, granted under the Company’s 2020 Omnibus Plan.

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

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

Employment Agreement between Insight Enterprises, Inc. and Joyce Mullen dated as of October 14, 2021

8-K

000-25092

10.1

October 18, 2021

10.2

Employment Agreement between Insight Enterprises, Inc. and Kenneth T. Lamneck dated as of October 14, 2021

8-K

000-25092

10.2

October 18, 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)

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.

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

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

		Page
PART I -	Financial Information

Item 1 –	Financial Statements:

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

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

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

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

	Consolidated Statements of Cash Flows (unaudited) – ~~Six~~Nine Months Ended ~~June~~September 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	20

Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4 –	Controls and Procedures	35

PART II -	Other Information	36

Item 1 –	Legal Proceedings	36

Item 1A –	Risk Factors	36

Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3 –	Defaults Upon Senior Securities	37

Item 4 –	Mine Safety Disclosures	37

Item 5 –	Other Information	37

Item 6 –	Exhibits	38

Signatures		39

Date:	~~August 5,~~November 4, 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)

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

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

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