Insight Enterprises Inc. Enters into Definitive Agreement to Acquire Software Spectrum - Accelerating Expansion of Technology Solutions Capabilities

Business Wire, July 20, 2006

TEMPE, Ariz. -- Insight Enterprises Inc. (NASDAQ: NSIT) ("Insight" or the "company") today announced that it has entered into a definitive agreement to acquire Software Spectrum Inc. ("Software Spectrum"), a global technology solutions provider and wholly owned subsidiary of Level 3 Communications (NASDAQ: LVLT). Under the terms of the agreement, Insight will acquire Software Spectrum for a cash purchase price of $287.0 million. The purchase price is subject to a working capital adjustment. The acquisition has been approved by the boards of directors of both companies, but is subject to customary closing conditions, including antitrust approvals. We expect the acquisition to close during the third quarter of this year. We also expect the acquisition to be accretive to 2006 diluted earnings per share ("EPS") and to at least offset any reduction in EPS due to the sale of our wholly owned subsidiary, Direct Alliance Corp., on June 30, 2006. This acquisition will be a strong accelerator of Insight's evolution to a broad-based technology solutions advisor and provider. As a result of the acquisition, Insight will have significantly enhanced capabilities in the sales and service of software, an expanded global presence and deeper penetration of the global enterprise sector.

Founded in 1983 and headquartered in Plano, Texas, Software Spectrum is one of the world's leading single source providers of business-to-business IT solutions and services, with particular expertise in the selection, purchase and management of software. Software Spectrum's net sales and earnings from operations were approximately $1.9 billion and $21.3 million, respectively, for the year ended Dec. 31, 2005. The company delivers value-driven technology solutions across the globe through sales and operations centers in North America, Europe and the Asia-Pacific region. Customers include large, multinational enterprises from the Fortune 500, as well as mid-sized organizations from a wide variety of industries.

This acquisition represents a solid next step in Insight's evolution to becoming a trusted advisor to our clients on technology solutions to address business needs. Insight has begun leveraging its capabilities to drive services and solutions into the small- and medium-sized business space and to further penetrate the large enterprise sector. We had identified expanded expertise in software as a necessary augmentation of our current value proposition, and Software Spectrum's expertise in software is a solid complement to Insight's solutions capabilities. We believe this union creates a combined entity well positioned for above-market sales growth and improved profitability in the future.

This consolidation of two major industry players provides Insight the opportunity to:

--Reach its strategic vision of providing robust technology solutions that enhance its clients' business performance;

--Expand Insight's global presence in Europe and Asia-Pacific, enabling the company to provide technology solutions in these projected growth regions;

--Increase sales by selling hardware and services to existing Software Spectrum clients and expanding sales of software to existing Insight clients;

--Become the primary, trusted source of information technology products and services for businesses, including enterprise, small-to-medium and public sectors;

--Leverage Insight's capabilities to deliver custom IT solutions, including complex systems integration and total project management, to the global market;

--Realize cost savings through economies of scale and operational synergies; and

--Add to the experience and depth of Insight's senior management team.

"We are extremely excited about the acquisition of Software Spectrum," said Rich Fennessy, CEO of Insight Enterprises Inc. "Combining the software expertise of Software Spectrum with Insight's expertise in hardware and services completes and solidifies our value proposition as a trusted advisor of business solutions to our clients."

Fennessy continued, "With this more robust offering, we are prepared to execute Insight's global vision by penetrating deeper into global markets where Software Spectrum already has an established footprint. The combined enterprise will be well-equipped to respond to the dynamic market, and is well-positioned to become the leading provider of IT solutions to businesses around the globe. We believe the combination of these two successful companies will create exciting opportunities for our teammates, clients and partners as well as for the stockholders of Insight."

"We are looking forward to joining forces with Insight," said Keith Coogan, CEO of Software Spectrum. "Both companies share a similar, client-centered culture. Software Spectrum's client base and our capabilities in software are a strong addition to Insight's hardware and services competencies."

Conference Call and Webcast

We will host a conference call and live webcast today at 5 p.m. EDT to discuss the acquisition of Software Spectrum. A live webcast of the conference call (in listen-in-only mode) will be available on our corporate Web site at www.insight.com and a replay of the webcast will be available on our corporate Web site for a limited time.