932696--5/12/2009--INSIGHT_ENTERPRISES

related topics

{product, market, service}

{operation, international, foreign}

{customer, product, revenue}

{financial, litigation, operation}

{system, service, information}

{property, intellectual, protect}

{provision, law, control}

{personnel, key, retain}

{stock, price, share}

{regulation, government, change}

{acquisition, growth, future}

{capital, credit, financial}

{regulation, change, law}

We have received an informal inquiry from the Division of Enforcement of the SEC and are subject to stockholder litigation related to the restatement of our consolidated financial statements. Our common stock could be delisted from Nasdaq if we fail to maintain compliance with Nasdaq s requirements for continued listing. The failure of our clients to pay the accounts receivable they owe to us or the loss of significant clients could have a significant negative impact on our business, results of operations, financial condition or liquidity. We have outstanding debt and may need to refinance that debt and/or incur additional debt in the future, and general economic conditions and continued disruptions in the credit markets could limit our ability to obtain such financing or could increase the cost of financing. Disruptions in our IT systems and voice and data networks, including the system upgrade and the migration of acquired businesses to our IT systems and voice and data networks, could affect our ability to service our clients and cause us to incur additional expenses. The IT hardware, software and services industry is intensely competitive, and actions of our competitors, including manufacturers and publishers of products we sell, can negatively affect our business. The integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions. Sales of software licenses are subject to seasonal changes in demand and resulting sales activities. There are risks associated with our international operations that are different than the risks associated with our operations in the U.S., and our exposure to the risks of a global market could hinder our ability to maintain and expand international operations. Changes in, or interpretations of, tax rules and regulations may adversely affect our effective income tax rates or operating margins and we may be required to pay additional tax assessments. International operations expose us to currency exchange risk and we cannot predict the effect of future exchange rate fluctuations or the volatility of the U.S. dollar exchange rate on our business and operating results. We depend on certain key personnel. The failure to comply with the terms and conditions of our public sector contracts could result in, among other things, fines or other liabilities. Rapid changes in product standards may result in substantial inventory obsolescence. We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims. Some anti-takeover provisions contained in our certificate of incorporation, bylaws and stockholders rights agreement, as well as provisions of Delaware law and executive employment contracts, could impair a takeover attempt.

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932696--5/12/2009--INSIGHT_ENTERPRISES_INC