##### Table of Contents





As filed with the
    Securities and Exchange Commission on June 27,
    2011
 
 Registration
    No. 333-173506
   
 
 UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Amendment No. 2
 
 To
 Form S-1
 REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
      BRIGHTSTAR CORP.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

5065

33-0774267(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)  9725 N.W. 117th Ave.
    Miami, Florida 33178(305) 421-6000 (Address, Including
    Zip Code, and Telephone Number, Including Area Code, of
    Registrants Principal Executive Offices)
      R. Marcelo Claure
    Chairman and
    Chief Executive Officer
    Brightstar Corp.
    9725 N.W. 117th Ave.
    Miami, Florida 33178(305) 421-6000 (Name, Address,
    Including Zip Code, and Telephone Number, Including Area Code,
    of Agent For Service)
      Copies to:
  Michael Kaplan
    Davis Polk & Wardwell LLP
    450 Lexington Avenue
    New York, New York 10017(212) 450-4000

Clayton E. Parker
    K&L Gates LLP
    200 South Biscayne Boulevard
    Suite 3900
    Miami, Florida 33131
    (305) 539-3300

Kris F. Heinzelman
    William J. Whelan, III
    Cravath, Swaine & Moore LLP
    Worldwide Plaza
    825 Eighth Avenue
    New York, New York 10019
    (212) 474-1000   Approximate date of commencement of proposed sale to the
    public
  o
  o
  o
  o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
      The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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##### Table of Contents



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.


Subject to Completion. Dated
    June 27, 2011.
 
 
 
  Shares
  
 
 Brightstar Corp.
 
   Class A Common Stock
        
 
 
   
       
  Investing in our Class A common stock involves risks.
    See Risk Factors beginning on page 16.
 
    
   Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.
 
      Per Share

TotalInitial public offering price

$



$Underwriting discounts

$



$Proceeds, before expenses, to Brightstar Corp.

$



$Proceeds, before expenses, to selling stockholders

$



$    
 
 
   
 
 
 
    
 Goldman, Sachs & Co.
    J.P. Morgan Barclays
    Capital
    Credit Suisse
    Jefferies   RBC
    Capital Markets
    Stifel Nicolaus Weisel 
  Houlihan
    Lokey
    Needham &
    Company, LLC
    Oppenheimer
    & Co.
    Wedbush
    Securities




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##### 



TABLE OF
    CONTENTS
 
  Prospectus
 
   
 
 PageProspectus Summary


1Risk Factors


16Cautionary Statement Concerning Forward-Looking
    Statements


35Use of Proceeds


36Dividend Policy


37Capitalization


38Dilution


40Selected Consolidated Financial and Other Data


42Managements Discussion and Analysis of
    Financial Condition and Results of Operations


44Business


94Management


113Compensation Discussion and Analysis


119Certain Relationships and Related Party
    Transactions


143Principal and Selling Stockholders


145Description of Capital Stock


147Material U.S. Federal Tax Consequences for
    Non-U.S.
    Holders


150Shares Eligible for Future Sale


152Underwriting


155Legal Matters


160Experts


160Where You Can Find Additional Information


160Index to Consolidated Financial Statements


F-1EX-4.2EX-10.3EX-10.4EX-23.1  
    
  Through and
    including          ,
    2011 (the 25th day after the commencement of the offering), all
    dealers that buy, sell or trade in our Class A common
    stock, whether or not participating in this offering, may be
    required to deliver a prospectus. This is in addition to the
    dealers obligation to deliver a prospectus when acting as
    underwriters and with respect to their unsold allotments or
    subscriptions.
 
   
   
 ii




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PROSPECTUS
    SUMMARY  This summary highlights information contained elsewhere in
    this prospectus. This summary may not contain all of the
    information that you should consider before deciding to invest
    in our Class A common stock. You should read this entire
    prospectus carefully, including our consolidated financial
    statements and related notes thereto and the information set
    forth under the sections Risk Factors and
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations, in each case included
    elsewhere in this prospectus.
  Overview
 
   
 
   
 
  
    Value-Added Distribution Servicesare provided to
    manufacturers of wireless devices and related accessories,
    operators, retailers and enterprises. Our services include
    (i) product distribution from manufacturer locations to the
    point of sale, (ii) manufacturing and assembly of mobile
    devices, (iii) channel development and management, where we
    assist a manufacturer to establish their brand in a new market
    and (iv) marketing. Over 90% of our revenue is derived from
    sales of wireless devices, a part of our value-added
    distribution services that operates on a high-volume, low-margin
    basis. 
 
  
    Supply Chain Optimization Servicesare provided to
    manufacturers, operators and retailers. Our services include
    (i) advising customers on what devices to stock,
    (ii) providing business intelligence, such as product
    demand and pricing trends, (iii) managing the distribution
    process (forward logistics) and (iv) managing inventory
    returns and the disposal of devices (reverse logistics). 
 
  
    Retail Servicesare provided to manufacturers, operators,
    retailers and enterprises. Our services include (i) retail
    management outsourcing, where we help educate a retailers
    sales force on the different characteristics and capabilities of
    various wireless devices, (ii) merchandising and promotion
    management, where we select and purchase devices for promotions,
    market them at the optimum price and manage the returns process
    and (iii) virtual inventory and multichannel services,
    where retailers can sell devices without having to stock them in
    their stores. 
 
  
    Government and VARs (Value-Added Resellers) Servicesare
    provided to governments and to enterprises through VARs. Our
    services include (i) acting as the master agent, where we
    activate wireless devices, (ii) providing a customized
    billing platform and (iii) distributing and selling
    software products. 
 
  
    Consumer Servicesare provided to end users through
    manufacturers, operators, retailers and enterprises. Our
    services include (i) handset protection insurance and
    extended warranty and (ii) device trade-in and buy back.
 1




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Wireless
    Device Industry Overview
 
 
  e-readers
 
  e-readers
 
   
  
    Manufacturers needing to introduce new wireless devices to the
    market at a faster rate;
    Operators needing to meet customers demands for increased
    choice;
    Retailers needing to efficiently sell an increasingly large and
    rapidly changing set of available devices; and
    Enterprises needing to reduce the cost of and simplify the
    management of their wireless devices and monthly rate plans.
 2




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Our Value
    Proposition for the Key Participants in the Wireless Device
    Industry
 
 
   
  
    Manufacturers.  We offer manufacturers a
    suite of services to help them move their products to market
    faster and to more locations around the world. Our services
    enable them to focus on their core competencies and help extend
    their reach, optimize their inventory levels and further drive
    increased profitability and market share.
    Operators.  We provide operators with a
    comprehensive set of services to optimize their product
    selection and assist them in sourcing products at attractive
    pricing and meeting their delivery requirements in different
    markets. Our tools and services help operators improve the
    execution of their core business strategy, which is centered on
    managing the wireless customers experience and maximizing
    ARPU.
    Retailers.  We provide retailers with
    services that improve the profitability and performance of their
    wireless device sales, both in-store and online. Our services
    help retailers simplify management of this category, analyze
    consumer habits and trends and ensure that products which are in
    demand are delivered to specified retail locations within
    targeted timeframes, and sold at competitive prices, to maximize
    sales and profitability. 
  
    Enterprises.  We provide small and
    medium businesses, enterprises, government organizations and
    each of their end users with access to cost-effective wireless
    voice and data communication devices through their preferred
    retailer or IT reseller. Our tools and services assist
    enterprises (through their IT reseller service providers) and
    consumers (through their retail environments) by simplifying the
    procurement, activation and administration of their wireless
    devices. 
  Our
    Competitive Strengths
 
  
    Large, Global Services Provider for the Wireless Device
    Industry.  We are present in 51 countries and
    territories on six continents and believe we have a leading
    global distribution infrastructure platform to support the
    wireless device industry. Our extensive experience,
    infrastructure, scale and local reach create a significant
    competitive advantage over regional competitors because we are
    able to decrease the delivery time of wireless devices and
    provide our customers with increased visibility into their
    supply chain. 
 
  
    Strong Relationships with Manufacturers, Operators,
    Retailers and Enterprises.  We have
    relationships with over 200 manufacturers, 210 network
    operators, 12,000 retailers and 6,400 technology VARs, including
    some of the leading names in the wireless device industry. Our
    position as a key participant in the wireless device supply
    chain and our extensive customer relationships, coupled with our
    wireless expertise, global footprint and scale, enable us to
    improve the efficiency of interactions among different
    participants in the wireless device supply chain, hence
    providing significant value for our customers. 
 
  
    Differentiated Services Offerings.  We
    have been successful at leveraging our global infrastructure and
    our wireless device industry knowledge and data to provide
    customers with innovative, differentiated and targeted
    solutions. We work closely with our customers to create tailored
    services to meet our customers particular needs. By
    consistently delivering additional service offerings to our
    customers, we become part of our customers supply chains,
    creating stronger customer relationships.
 3




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##### Table of Contents




    Innovative Technology-Based Service
    Platform.  Our technology-based service
    platform provides us with extensive real-time data across the
    wireless device supply chain and enables us to provide
    consulting services and tools to our customers for better
    decision making. Our technology has been developed internally
    over time and is designed to layer onto our customers own
    technology infrastructure. Our information technology tools
    allow us to initiate a relationship with a customer on a
    targeted basis, with selected solutions, and enable us to expand
    our services to the customer over time. 
 
  
    Strategically Positioned to Anticipate Industry
    Opportunities.  Our visibility into the
    wireless device supply chain allows us to anticipate and
    capitalize on profitable growth opportunities. Our global
    business model enables us to leverage our learning and
    observations from one region to another to anticipate customer
    needs and associated business opportunities. 
 
  
    Innovative Culture and Management Team with a Successful
    Track Record.  Our management team, led by our
    Chairman, Chief Executive Officer and largest stockholder, R.
    Marcelo Claure, has extensive industry experience. Our
    management team has developed a culture that emphasizes
    innovation, which has enabled us to grow and diversify our
    business and enhance the value proposition for our customers. 
 
   
  Our
    Strategy
 
   
  
    Continue to leverage our global infrastructure, scale and strong
    customer relationships to expand our services offerings;
    Expand into additional high growth geographies; 
  
    Increase the number of services we provide to our existing
    customers and enter into new customer relationships; and 
  
    Continue to pursue strategic partnerships, investments and
    acquisitions to expand our services offering as well as our
    geographic footprint. 
  Recent
    Development
 4




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Risks Related to
    Our Business
    
    we depend on a limited number of manufacturer customers to
    provide us with competitive products at reasonable prices and of
    good quality,
    we may experience a loss of or reduction in orders from
    principal customers or a reduction in the prices we are able to
    charge these customers,
    our business depends on the continued tendency of manufacturers,
    operators, retailers and enterprises to outsource aspects of
    their business to us in the future,
    our business could be harmed by fluctuations in regional demand
    patterns and economic factors,
    an economic downturn could negatively impact our business,
    we may have difficulty collecting our accounts receivable,
    we rely on our manufacturer customers to provide trade credit
    terms to adequately fund our ongoing operations and product
    purchases,
    we operate a global business that exposes us to risks associated
    with international activities,
    we conduct a substantial amount of business in Venezuela,
    our operating results vary frequently and significantly in
    response to seasonal purchasing pattern fluctuations,
    we are highly dependent on our Chairman and Chief Executive
    Officer and management team and the loss of our executive
    officers and key personnel could impede our ability to implement
    our strategy, 
  
    we have identified material weaknesses in our internal controls
    over financial reporting which, if not successfully remediated,
    could cause us to fail to timely report our financial results,
    prevent fraud and avoid material misstatements in our financial
    statements, 
 
  
    we may not have adequate liquidity or capital resources, 
 
  
    we have a substantial amount of indebtedness which may adversely
    affect our cash flow and our ability to operate our business and
    to fulfill our obligations under our indebtedness, and 
  
    the voting power of our capital stock will be concentrated in
    our Chairman and Chief Executive Officer, which will limit your
    ability to influence corporate matters.  Corporate
    Information
    (305) 421-6000. www.brightstarcorp.com The information
    contained on our website or that can be accessed through our
    website will not be deemed to be incorporated into this
    prospectus or the registration statement of which this
    prospectus forms a part, and investors should not rely on any
    such information in deciding whether to purchase our
    Class A common stock.
 5




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Industry and
    Market Data
 6




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The
    Offering
  Class A common stock offered by us
    
    sharesClass A common stock offered by the selling stockholders
    
    sharesTotal Class A common stock offered
    
    sharesClass A common stock to be outstanding after this offering
    
    sharesOption to purchase additional shares of Class A common stock
    
    shares by us
    and          
    shares by the selling stockholdersClass B common stock to be outstanding after this offering
    
    sharesTotal common stock to be outstanding after this offering
    
    shares 
  Voting rights
    
    Following this offering, the holders of Class A common
    stock will be entitled to one vote per share, and the holder of
    Class B common stock will be entitled to 5 votes per share,
    except with respect to the election of any director that is
    intended by our board of directors to be designated as
    independent. With respect to the election of such
    independent directors, holders of Class A and Class B common
    stock will be entitled to one vote per share and will vote
    together as a single class. Upon the consummation of this
    offering, we intend to have at least three independent
    directors. In addition, in the event of (a) the merger or
    sale of the company or all or substantially all of the assets of
    the company, (b) the liquidation, dissolution or winding up
    of the company, (c) a fundamental change to the nature or
    type of business as conducted by the company
    on       , or (d) any
    amendment to our certificate of incorporation that would
    increase the authorized capital stock of the company,
    Class B common stock will be entitled to one vote per share. 
 
  Shares of Class B common stock are convertible at any time
    on a share-for-share basis into shares of Class A common
    stock. In the event that (1) Mr. Claure beneficially
    owns shares of our common stock representing less than 20% of
    the total number of shares outstanding or (2) the company
    is no longer certified as a minority business enterprise by the
    National Minority Supplier Development Council, the Class B
    common stock will automatically convert to Class A common stock.
    Currently, the Company is certified as a minority business
    enterprise by the National Minority Supplier Development
    Council. See Description of Capital Stock 
    Common Stock  Class B Common Stock. In
    addition, in the event Mr. Claure sells, disposes or
    otherwise transfers his shares of Class B common stock to a
    third party, such Class B common stock will automatically
    convert to Class A common stock.
 7




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Holders of our Class A common stock and our Class B
    common stock will vote together as a single class on all matters
    submitted to a vote of our stockholders.Following this offering, assuming no exercise of the
    underwriters option to purchase additional shares,
    (1) holders of Class A common stock will control
    approximately     % of the combined
    voting power of our outstanding common stock and
    approximately          %
    of our total equity ownership and (2) Mr. Claure,
    through his holding of 100% of our outstanding Class B
    common stock, will control
    approximately     % of the combined
    voting power of our outstanding common stock and
    approximately     % of our total equity
    ownership.If the underwriters exercise their option to purchase additional
    shares in full, (1) holders of Class A common stock
    will control approximately     % of the
    combined voting power of our outstanding common stock and
    approximately          %
    of our total equity ownership and (2) Mr. Claure,
    through his holding of 100% of our outstanding Class B
    common stock, will control
    approximately     % of the combined
    voting power of our outstanding common stock and
    approximately     % of our total equity
    ownership. See Description of Capital Stock 
    Voting Rights.With the exception of voting rights and the conversion features
    of the Class B common stock, holders of Class A and
    Class B common stock have identical rights. See
    Description of Capital Stock  Common
    Stock for a description of the material terms of our
    common stock. 
  Use of proceeds
    
    Our net proceeds from this offering will be approximately
    $     million, or approximately
    $     million if the underwriters
    exercise their option to purchase additional shares in full,
    assuming an initial offering price of
    $      per share, the midpoint of the
    range set forth on the cover page of this prospectus. We intend
    to use $      million of the net
    proceeds from this offering to pay accrued dividends on our
    redeemable convertible preferred stock, including
    $      to Lindsay Goldberg, an
    affiliate of the company, and will use the remainder to pay down
    debt under our ABL Revolver (as defined below). We will not
    receive any proceeds from the shares of Class A common
    stock being sold by the selling stockholders identified in this
    prospectus, which include Mr. Claure and Lindsay Goldberg. 
  Dividend policy
    
    We do not intend to pay dividends on our Class A or
    Class B common stock. We plan to retain any earnings for
    use in the operation of our business and to fund future growth.Risk factors
    
    See Risk Factors for a discussion of factors you
    should consider before investing in our Class A common
    stock.Proposed Nasdaq Stock Market symbol
    
    STAR
 8




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##### Table of Contents




    the conversion
    of           shares
    of our common stock owned by Mr. Claure
    into           shares
    of Class A common stock
    and           shares
    of Class B common stock, and the conversion
    of           shares
    of our common stock owned by other shareholders
    into           shares
    of Class A common stock;
    the conversion of all our redeemable convertible preferred stock
    (at the conversion ratio of one to one)
    into           shares
    of Class A common stock upon the completion of this
    offering;
    the           shares
    of Class A common stock issuable upon exercise of
    outstanding options, at a weighted average exercise price of
    $      per share, and an
    additional           shares
    of Class A common stock received for issuance pursuant to
    our compensation plans, are excluded; and
    the underwriters option to purchase up to an
    additional           shares
    of Class A common stock from us and up to an
    additional           shares
    of Class A common stock from the selling stockholders is
    not exercised.
 9




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Summary
    Consolidated Financial and Other Data
    
 Year Ended December 31,


Three Months Ended March 31,2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Consolidated Statements of Operations Data:Revenue

$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874Cost of revenue


3,254,167



2,354,016



4,218,979



682,678



1,157,310Gross profit


295,998



364,636



393,884



84,699



110,564Operating expenses:Selling, general and administrative


174,287



161,806



235,239



46,788



65,278Provision for bad debts


2,736



6,435



8,785



9,462



(607
)Depreciation and amortization


9,917



13,457



11,913



2,611



3,389Public offering expenses










7,333



5,400



Total operating expenses


186,940



181,698



263,270



64,261



68,060Operating income


109,058



182,938



130,614



20,438



42,504Other income (expenses):Interest income


14,206



21,278



7,139



1,826



1,460Interest expense


(34,746
)


(17,102
)


(29,025
)


(5,798
)


(13,858
)Other income (expenses), net


(923
)


(3,459
)


2,159



8



1,805Foreign exchange losses, net


(25,117
)


(80,915
)


(33,263
)


(17,237
)


(2,486
)Total other expenses


(46,580
)


(80,198
)


(52,990
)


(21,201
)


(13,079
)Income (loss) from continuing operations before provision for
    income taxes


62,478



102,740



77,624



(763
)


29,425Provision for income taxes


35,402



46,999



36,938



3,337



10,755Income (loss) from continuing operations


27,076



55,741



40,686



(4,100
)


18,670(Loss) income from discontinued operations, net of taxes


(14,304
)


2,595



(921
)


(9
)


(32
)Net income (loss)


12,772



58,336



39,765



(4,109
)


18,638Less: Net income attributable to non-controlling interest


18,107



4,095



2,385



331



965Net (loss) income attributable to Brightstar Corp.

$
(5,335
)

$
54,241


$
37,380


$
(4,440
)

$
17,673
 10




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Year Ended December 31,


Three Months Ended March 31,2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Basic earnings per share for common stock(1):Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
0.50


$
0.83


$
0.35


$
(0.59
)

$
0.30(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.79
)


0.07



(0.03
)






Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.29
)

$
0.90


$
0.32


$
(0.59
)

$
0.30Pro forma net (loss) income attributable to Brightstar Corp.
    common stockholders(2)









$







$Diluted earnings per share for common stock(1):Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
0.20


$
0.78


$
0.35


$
(0.59
)

$
0.29(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.41
)


0.06



(0.03
)






Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.21
)

$
0.84


$
0.32


$
(0.59
)

$
0.29Pro forma net (loss) income attributable to Brightstar Corp.
    common stockholders(2)









$







$Weighted average number of common shares outstanding:Basic


18,134,166



18,163,037



18,181,347



18,178,538



18,182,267Diluted


35,046,068



20,863,930



18,586,404



18,178,538



18,914,897Other Financial Data(3):Adjusted gross profit

$
295,998


$
279,040


$
382,680


$
71,703


$
110,564Adjusted EBITDA


118,247



111,424



141,192



15,627



48,456Adjusted net income


12,299



58,742



60,561



6,742



20,306
 11




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##### Table of Contents



As of March 31, 2011Pro Forma, AsActual


Pro Forma(4)


Adjusted(5)(Unaudited)(In thousands)Balance Sheet DataCash and cash equivalents

$
102,541


$



$Accounts receivable, net


1,143,762Inventory


758,123Total assets


2,385,598Total debt (including current portions)(6)


450,331Total liabilities


1,794,378Total redeemable convertible preferred stock


415,359Total stockholders equity


175,861    (1)
    
    We calculate basic earnings per share using the two-class method
    in accordance with ASC 260 Earnings Per Share. This
    requires the income per share for common stock and participating
    securities to be calculated assuming 100% of our earnings are
    distributed as dividends to holders of common stock and
    participating securities based on their respective dividend
    rights, even though we do not anticipate distributing 100% of
    our earnings as dividends. For the basic earnings per share
    calculation, income from continuing operations available to
    Brightstar common stockholders, discontinued operations and net
    income attributable to Brightstar common stockholders are
    allocated pro rata between our weighted outstanding common stock
    and our weighted outstanding participating securities. Net
    losses are allocated completely to common stock since there is
    no legal obligation for the participating securities to fund
    losses.Basic earnings per share attributable to common stockholders is
    computed by dividing earnings applicable to income from
    continuing operations available to Brightstar common
    stockholders, discontinued operations and net income
    attributable to Brightstar common stockholders by the
    weighted-average number of common shares. Income attributable to
    common stockholders is net of the dividends relating to
    redeemable convertible preferred stock. See Note 2 to our
    consolidated financial statements included elsewhere in this
    prospectus.(2)
    
    Pro forma reflects (i) the conversion
    of           shares
    of our common stock
    into           shares
    of Class A common stock
    and           shares
    of Class B common stock, (ii) the conversion of our
    redeemable convertible preferred stock
    into           shares
    of Class A common stock and (iii) the issuance and
    sale
    of           shares
    of Class A common stock by us in this offering at an
    assumed initial public offering price of
    $      per share, the midpoint of the
    range set forth on the cover page of this prospectus, and the
    application of the net proceeds of the offering, after deducting
    estimated underwriting discounts and offering expenses payable
    by us, as set forth under Use of Proceeds.(3)
    
    Adjusted gross profit is not a U.S. GAAP measurement. The
    Adjusted gross profit measure presented consists of gross profit
    adjusted for the impairment of upfront fee and the effect of
    foreign exchange losses from Venezuela. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Significant Issues
    Affecting Comparability from Period to Period   Venezuela
    Business.
 12




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The following table presents a reconciliation of gross profit to
    Adjusted gross profit:  Three Months EndedYear Ended December 31,


March 31,2008


2009


2010


2010


2011(In thousands)Gross profit

$
295,998


$
364,636


$
393,884


$
84,699


$
110,564Impairment of upfront fee(a)










11,005







Effect of foreign exchange loss from Venezuela(b)






(85,596
)


(22,209
)


(12,996
)


Adjusted gross profit

$
295,998


$
279,040


$
382,680


$
71,703


$
110,564   Adjusted earnings before interest, taxes, depreciation and
    amortization (EBITDA) is not a U.S. GAAP
    measurement. The Adjusted EBITDA measure presented consists of
    net income before provision for income taxes, interest income
    and expense, depreciation and amortization, impairment of
    upfront fee, public offering expenses, share-based compensation
    expense, loss (income) from discontinued operations, net of
    taxes, other (income) expenses, net, foreign exchange losses
    (gains), net and acquisition costs . 
  The following table presents a reconciliation of net income
    (loss) to Adjusted EBITDA: 
  
 Three Months EndedYear Ended December 31,


March 31,2008


2009


2010


2010


2011(In thousands)Net income (loss)

$
12,772


$
58,336


$
39,765


$
(4,109
)

$
18,638Provision for income taxes


35,402



46,999



36,938



3,337



10,755Interest income


(14,206
)


(21,278
)


(7,139
)


(1,826
)


(1,460
)Interest expense


34,746



17,102



29,025



5,798



13,858Depreciation and amortization


9,917



13,457



11,913



2,611



3,389EBITDA


78,631



114,616



110,502



5,811



45,180Impairment of upfront fee(a)










11,005







Public offering expenses(c)










7,333



5,400



Share-based compensation expense(d)


(728
)


625



2,536



174



1,481Loss (income) from discontinued operations, net of taxes(e)


14,304



(2,595
)


921



9



32Other income (expenses), net(f)


923



3,459



(2,159
)


(8
)


(1,805
)Foreign exchange losses (gains), net(g)


25,117



(4,681
)


11,054



4,241



2,486Acquisition costs(h)


















1,082Adjusted EBITDA

$
118,247


$
111,424


$
141,192


$
15,627


$
48,456  
  Adjusted net income is not a U.S. GAAP measurement. The
    Adjusted net income measure presented consists of net income
    adjusted for the impairment of upfront fee, public offering
    expenses, share-based compensation expense, acquisition costs,
    income tax consequences of the foregoing adjustments and impact
    of the devaluation of the Venezuelan currency.
 13




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##### Table of Contents



The following table presents a reconciliation of net income to
    Adjusted net income:  
 Three Months EndedYear Ended December 31,


March 31,2008


2009


2010


2010


2011(In thousands)Net income

$
12,772


$
58,336


$
39,765


$
(4,109
)

$
18,638Impairment of upfront fee(a)










11,005







Public offering expenses(c)










7,333



5,400



Share-based compensation expense(d)


(728
)


625



2,536



174



1,481Acquisition costs(h)


















1,082Income tax benefit (expense) of net income adjustments of the
    line items above at statutory federal rate of 35%


255



(219
)


(7,306
)


(1,951
)


(895
)Venezuela devaluation(i)










7,228



7,228



Adjusted net income

$
12,299


$
58,742


$
60,561


$
6,742


$
20,306  
   (a)
    
    In 2010, revenue was affected by an $11.0 million
    impairment charge. See Note 14 to our consolidated
    financial statements included elsewhere in this prospectus.(b)
    
    Represents losses from foreign exchange associated with parallel
    market transactions in Venezuela. See Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Significant Issues Affecting
    Comparability from Period to Period  Venezuela
    Business.(c)
    
    During 2010, we incurred certain expenses in preparation for our
    initial public offering.(d)
    
    Share-based compensation expense is composed of the fair value
    of each of our incentive awards under our stock option plans.
    See Note 15 to our consolidated financial statements
    included elsewhere in this prospectus.(e)
    
    Represents the results of our discontinued operations for the
    periods presented. See Managements Discussion and
    Analysis of Financial Condition and Results of
    OperationsKey Metrics.(f)
    
    Includes non-cash charges related to impairment of certain
    investments, a loss on sale of subsidiary and a loss on sale of
    property and equipment. Further, other (income) expenses, net
    includes earnings and losses attributable to our 50% ownership
    interest in Brightstar Europe, which we recognize using the
    equity method of accounting. In 2008, we recognized
    $4.7 million in losses from Brightstar Europe, including a
    $2.1 million other than temporary impairment. In 2009 and
    2010, we recognized $1.8 million and $2.4 million,
    respectively, of income from Brightstar Europe. Since 2010,
    other (income) expenses, net has included rental income and
    depreciation related to investment properties acquired in
    Venezuela during 2009 and 2010. See Note 13 to our
    consolidated financial statements included elsewhere in this
    prospectus.(g)
    
    Represents gain and loss from foreign exchange, but excludes
    foreign exchange losses associated with parallel market
    transactions in Venezuela. See Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Significant Issues Affecting
    Comparability from Period to Period  Venezuela
    Business.(h)
    
    Represents legal and due diligence costs in connection with our
    M&A activities.
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##### Table of Contents



(i)
    
    Represents the net income effect in 2010 related to currency
    devaluation in Venezuela. See Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations  Significant Issues Affecting
    Comparability from Period to Period  Venezuela
    Business.  We believe Adjusted gross profit, Adjusted EBITDA and Adjusted
    net income are useful in evaluating our operating performance
    compared to that of other companies because the calculation
    adjusts for items which we believe are not indicative of
    operating performance. We use these measures to evaluate the
    operating performance of our business and aid in
    period-to-period
    comparability. We also use these measures for planning and
    forecasting, measuring results against our forecast, and in
    certain cases, for bonus targets for certain employees. Using
    several measures to evaluate the business allows us and
    investors to assess our performance and ultimately monitor our
    ability to generate returns for our stockholders.We believe Adjusted gross profit, Adjusted EBITDA and Adjusted
    net income are also useful to investors because they are
    frequently used by securities analysts, investors and other
    interested parties in the evaluation of companies. Our Adjusted
    gross profit, Adjusted EBITDA and Adjusted net income may not
    provide information that is directly comparable to that provided
    by other companies, as other companies may calculate these
    measures differently.Adjusted gross profit, Adjusted EBITDA and Adjusted net income
    are not measures of financial performance under GAAP and should
    not be considered as an alternative to gross profit, operating
    income (loss) or net income (loss) or as an indication of
    operating performance derived in accordance with GAAP. Adjusted
    gross profit, Adjusted EBITDA and Adjusted net income have
    limitations as analytical tools. These measures can exclude a
    number of items, some of which are cash expenditures and some of
    which may be recurring. Some of the limitations of these
    measurements are: Adjusted gross profit, Adjusted EBITDA and Adjusted
    net income do not reflect the non-cash upfront fee impairment in
    2010; Adjusted EBITDA does not reflect changes in, or cash
    requirements for, our working capital needs; Adjusted EBITDA does not reflect significant
    interest expense or the cash requirements necessary to service
    interest or principal payments on our debts; Adjusted EBITDA does not reflect the costs
    associated with acquisitions; and Although depreciation and amortization are non-cash
    charges, the assets being depreciated and amortized will often
    have to be replaced in the future, and Adjusted EBITDA does not
    reflect any cash requirements for such replacements.Because of these limitations, Adjusted gross profit, Adjusted
    EBITDA and Adjusted net income should not be considered in
    isolation or as a substitute for performance measures calculated
    in accordance with GAAP. We compensate for these limitations by
    relying primarily on our GAAP results and using Adjusted gross
    profit, Adjusted EBITDA and Adjusted net income supplementally.(4)
    
    Pro forma reflects (i) the conversion
    of           shares
    of our common stock
    into           shares
    of Class A common stock
    and           shares
    of Class B common stock and (ii) the conversion of our
    redeemable convertible preferred stock
    into           shares
    of Class A common stock upon the consummation of this
    offering. See Use of Proceeds and
    Capitalization.(5)
    
    Pro Forma As Adjusted reflects the adjustments
    described above in footnote (4) and further reflects the
    issuance and sale
    of           shares
    of Class A common stock by us in this offering at an
    assumed initial public offering price of
    $      per share, the midpoint of the
    range set forth on the cover page of this prospectus, and the
    application of the net proceeds of the offering, after deducting
    estimated underwriting discounts and offering expenses payable
    by us, as set forth under Use of Proceeds.(6)
    
    Total debt is defined as lines of credit, trade financing
    facilities and the current portion of term debt, long-term debt
    and convertible senior subordinated notes.
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##### Table of Contents



RISK
    FACTORS  Investing in our Class A common stock involves a high
    degree of risk. You should carefully consider the following
    risks and all of the other information set forth in this
    prospectus before deciding to invest in shares of our
    Class A common stock. If any of the following risks
    actually occurs, our business, financial condition or results of
    operations would likely suffer. In such case, the trading price
    of our Class A common stock could decline, and you may lose
    all or part of your investment.
  Risks Related to
    Our Business
  We depend on a
    limited number of manufacturer customers to provide us with
    competitive products at reasonable prices and of good
    quality.
 
   
        We may
    experience a loss of or reduction in orders from principal
    customers or a reduction in the prices we are able to charge
    these customers.
   16




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##### Table of Contents



Our business
    depends on the continued tendency of manufacturers, operators,
    retailers and enterprises to outsource aspects of their business
    to us in the future.
 
  e-commerce
 
  Our business
    could be harmed by fluctuations in regional demand patterns and
    economic factors.
    An economic
    downturn could negatively impact our business.
    Liquidity.
 17




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##### Table of Contents



Prices and Demand.
  Counterparty Risk.
    We may have
    difficulty collecting our accounts receivable.
    
    our credit granting policies;
    contractual provisions;
    geographic exposure;
    our customers and our overall credit rating as determined
    by various credit rating agencies;
    industry and economic conditions;
    the ability of our customers to provide security, collateral or
    guarantees relative to credit granted by us;
    our customers recent operating results, financial position
    and cash flows; and
    in certain cases, our ability to obtain credit insurance on
    amounts that we are owed.    We rely on our
    manufacturer customers to provide trade credit terms to
    adequately fund our ongoing operations and product
    purchases.
   18




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##### Table of Contents




    our payment history with the manufacturer;
    the manufacturers credit granting policies and contractual
    provisions;
    our overall credit rating as determined by various credit rating
    agencies;
    industry and economic conditions;
    our recent operating results, financial position and cash
    flows; and
    the manufacturers ability to obtain credit insurance on
    certain amounts that we owe them.    We operate a
    global business that exposes us to risks associated with
    international activities.
 
  non-U.S. customers.
 
  
    difficulty converting currency and delays in repatriating
    profits and investments;
    potentially significant increases in wireless device prices;
    increased credit risks, customs duties, import quotas and other
    trade restrictions;
    potentially greater inflationary pressures;
    shipping delays;
    devaluation of foreign currencies;
    possible nationalization of our customers in certain
    markets; and
    possible wireless device supply interruption.   19




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##### Table of Contents



We conduct a
    substantial amount of business in Venezuela.
 
   
 
   
   20




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##### Table of Contents



Sistema de Transacciones con Titulos en Moneda
    Extranjera
  Our operating
    results vary frequently and significantly in response to
    seasonal purchasing pattern fluctuations.
    
    promotions and subsidies by operators;
    rebates or price reductions offered by manufacturer customers;
    the timing of local holidays and other events affecting consumer
    demand;
    the timing of the introduction of new products and services by
    our manufacturer customers and their competitors;
    purchasing patterns of consumers in different markets;
    general and regional, economic, monetary and political
    conditions;
    product availability and pricing; and
    increases in net working capital and resulting funding
    requirements.    Our business
    could be harmed by consolidation of operators.
 
   
 21




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##### Table of Contents



We are
    dependent on a variety of information systems to process
    transactions, summarize results and manage our
    business.
  (back-up)
  back-up back-up back-up
  greater-than-expected
   22




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Our future
    operating results will depend on our ability to continue to
    increase volumes and maintain margins as well as on the relative
    mix of our services provided.
 
   
 
   
  Our business
    growth strategy includes strategic partnerships, investments and
    acquisitions.
    
    difficulty in identifying attractive strategic partnership,
    investment or acquisition opportunities;
    difficulty in successfully integrating acquired operations,
    information technology systems, customers, manufacturer
    relationships, products and businesses with our operations;
    loss of key employees of acquired operations or inability to
    hire key employees necessary for our expansion;
    diversion of our capital and management attention away from
    other business issues;
    entering new markets or offering new products we are not
    familiar with and competing with incumbents that have greater
    expertise (such as our recent acquisition of eSecuritel through
    which we plan to commence offering wireless handset insurance,
    an area that is new to us);
    increase in our expenses and working capital requirements;
    in the case of acquisitions that we may make outside of the
    United States, difficulty in operating in foreign countries and
    over significant geographical distances; and
    other financial risks, such as potential liabilities of the
    businesses we acquire.   23




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##### Table of Contents



Our future
    operating results may suffer if we do not effectively manage our
    product inventories or are required to write down our
    inventories due to rapid technological changes in the global
    wireless device industry or changing market
    demands.
      The global
    wireless device industry is intensely competitive, and we may
    not be able to continue to compete successfully in this
    industry.
     24




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##### Table of Contents



We may have
    higher than anticipated tax liabilities.
    
    changes in income before taxes in various jurisdictions in which
    we operate that have differing statutory tax rates;
    changing tax laws, regulations and interpretations of such tax
    laws in multiple jurisdictions; and
    the resolution of issues arising from tax audits or examinations
    (including our ongoing U.S. federal income tax audit) and
    any related interest or penalties.      We have
    provided indemnities to Motorola Mobility and we may have
    increased liabilities as a result of these
    indemnities.
 
  Guarantees
 
 25




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We may not be
    able to grow at our historical rate or effectively manage future
    growth.
      We are highly
    dependent on our Chairman and Chief Executive Officer and
    management team and the loss of our executive officers and key
    personnel could impede our ability to implement our
    strategy.
        If we are
    unable to manage the organizational challenges associated with
    our size, we might be unable to achieve our business
    objectives.
 
   
 26




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We could have
    liability or our reputation could be damaged if we do not
    protect customer data or information systems or if our
    information systems are breached.
    We are
    dependent on third parties for the delivery of our products and
    services.
    We rely to a
    great extent on our intellectual property and agreements with
    our key employees and other third parties to protect our
    proprietary rights.
   27




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##### Table of Contents



We have
    identified material weaknesses in our internal controls over
    financial reporting which, if not successfully remediated, could
    cause us to fail to timely report our financial results, prevent
    fraud and avoid material misstatements in our financial
    statements.
      
    At one of our foreign subsidiaries, we identified a lack of
    controls over (i) the review and approval of journal
    entries, (ii) the approval of and payments to vendors and
    (iii) the issuance of vendor credits.
    At one of our U.S. subsidiaries, we identified (i) a
    lack of segregation of duties and formal evidence of review and
    approval of payments to vendors and account reconciliations and
    (ii) a lack of sufficient and appropriate evidence
    supporting vendor credits, and, at our corporate headquarters,
    we identified a lack of approval of contracts.      We may not
    have adequate liquidity or capital resources.
 
   
 
   
 28




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We have a
    substantial amount of indebtedness which may adversely affect
    our cash flow and our ability to operate our business and to
    fulfill our obligations under our indebtedness.
 
   
    
    Increased difficulty for us in satisfying our obligations with
    respect to our existing 2016 Notes, including any repurchase
    obligations that may arise thereunder;
    Increased vulnerability to economic downturns and adverse
    developments in our business;
    A requirement that a substantial portion of cash flow from
    operations be allocated to the payment of principal and interest
    on the 2016 Notes and, to the extent incurred, indebtedness
    under the ABL Revolver and any other indebtedness, therefore
    reducing our ability to use our cash flow to fund our operations
    and capital expenditures and to invest in future business
    opportunities;
    Exposure to the risk of increased interest rates as borrowings
    under our ABL Revolver carry variable rates of interest;
    Restrictions on our ability to take advantage of strategic
    opportunities or our ability to make non-strategic divestitures;
    Limitations on our ability to obtain additional financing for
    working capital, capital expenditures, debt service
    requirements, restructuring, acquisitions or general corporate
    or other purposes, which could be exacerbated by further
    volatility in the credit markets;
    Disadvantages compared to our competitors who have
    proportionately less debt;
    Limited flexibility in planning for, or reacting to, changes in
    our business and the industry in which we operate; and 
  
    Failure to satisfy our obligations under the 2016 Notes or our
    other indebtedness or failure to comply with the restrictive
    covenants contained in the indenture that governs the 2016 Notes
    and the credit agreement that governs our ABL Revolver or our
    other indebtedness could result in an event of default which
    could result in all of our indebtedness becoming immediately 
 29




---



##### Table of Contents



due and payable and could permit the holders of the notes and
    our other secured lenders to foreclosure on our assets securing
    such indebtedness.    The terms of
    our debt covenants could limit our flexibility in operating our
    business and our ability to raise additional
    funds.
    
    incur additional debt;
    make certain payments, including dividends or other
    distributions, with respect to our capital stock, or prepayments
    of subordinated debt;
    make certain investments or sell assets;
    create certain liens or engage in sale and leaseback
    transactions;
    provide guarantees for certain debt;
    enter into restrictions on the payment of dividends and other
    amounts by subsidiaries;
    engage in certain transactions with affiliates;
    consolidate, merge or transfer all or substantially all our
    assets; and
    enter into other lines of business.       30




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##### Table of Contents



Risks Related to
    This Offering
  The voting
    power of our capital stock will be concentrated in our Chairman
    and Chief Executive Officer, which will limit your ability to
    influence corporate matters.
    
    any determination with respect to our business plans and
    policies (except for fundamental changes to our business);
    our financing activities; and
    other significant corporate transactions.    We will be a
    controlled company within the meaning of the Nasdaq
    Stock Market rules, and, as a result, will rely on exemptions
    from certain corporate governance requirements that provide
    protection to stockholders of other companies.
      Lindsay
    Goldbergs interests may conflict with those of other
    stockholders.
  York-based
 31




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##### Table of Contents



There has been
    no public market for our Class A common stock; our stock
    price could be volatile and could decline following this
    offering, resulting in a substantial loss on your
    investment.
    
    our short- and long-term operating performance and the operating
    performance of other companies within the wireless device
    industry;
    changes in our net sales or net income or in estimates of or
    recommendations by securities analysts;
    speculation in the media or investment community;
    political, monetary, social and economic events and conditions
    in our geographic markets, including in particular Latin America;
    currency fluctuations and devaluations;
    acts of God, hostilities and terrorist acts; and
    general financial and economic conditions, including factors not
    directly related to our performance.    If securities
    or industry analysts do not publish research or publish
    inaccurate or unfavorable research about our business, our stock
    price and trading volume could decline.
    Some
    provisions of our certificate of incorporation and by-laws could
    delay or prevent transactions that many stockholders may
    favor.
   32




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##### Table of Contents



The change in
    control provisions of certain of our agreements with our
    principal manufacturer customers, our amended and restated
    credit facility and the indenture governing the 2016 Notes could
    impede or prevent transactions that many of our stockholders
    might favor.
   
 
  A substantial
    number of shares will be eligible for resale in the near future,
    which could cause our Class A common stock price to
    decline.
  lock-up Lock-up lock-up
  lock-up
 33




---



##### Table of Contents



lock-up
  Fulfilling our
    public company financial reporting and other regulatory
    obligations will be expensive and time consuming and may strain
    our resources.
    Form 10-K
     34




---



##### Table of Contents



CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS     35




---



##### Table of Contents



USE OF
    PROCEEDS   
   36




---



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DIVIDEND
    POLICY   37




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##### Table of Contents



CAPITALIZATION   
  
    on an actual basis;
    on a pro forma basis to reflect (1) the conversion
    of           shares
    of our common stock owned by Mr. Claure
    into           shares
    of Class A common stock
    and           shares
    of Class B common stock, and the conversion
    of           shares
    of our common stock owned by other shareholders
    into           shares
    of Class A common stock; and (2) the conversion of our
    redeemable convertible preferred stock
    into           shares
    of Class A common stock in connection with this
    offering; and
    on a pro forma, as adjusted, basis to reflect the adjustments
    described in the immediately preceding bullet point and to
    further reflect the issuance and sale
    of           shares
    of Class A common stock by us in this offering at an
    assumed initial public offering price of
    $      per share, the midpoint of the
    range set forth on the cover page of this prospectus, and the
    application of the net proceeds of the offering, after deducting
    estimated underwriting discounts and offering expenses payable
    by us, as set forth under Use of Proceeds.    
 As of March 31, 2011Pro Forma, asActual


Pro Forma(1)


Adjusted(Unaudited)(In thousands, except per share data)Debt:Revolving credit facility(2)

$
53,925


$



$Senior notes(3)


250,000Trade facilities(4)


All other bank facilities(4)


146,406Total debt


450,331Redeemable convertible preferred stock(1)


415,359







Stockholders equity:Common Stock, $0.0001 par value per share,
    50,000,000 shares authorized, 18,182,267 shares issued
    and outstanding, actual; no shares authorized, issued and
    outstanding, on a pro forma and pro forma as adjusted basis


2







Class A common stock, $0.0001 par value per share, no
    shares authorized, issued and outstanding,
    actual;           shares
    authorized,           shares
    issued and outstanding on a pro forma
    basis;           shares
    authorized,           shares
    issued and outstanding on a pro forma, as adjusted basis


Class B common stock, $0.0001 par value per share, no
    shares authorized, issued and outstanding,
    actual;           shares
    authorized,           shares
    issued and outstanding, on a pro forma and pro forma as adjusted
    basis


Additional paid-in capital(5)


52,016Retained earnings


96,927Accumulated other comprehensive income


18,152Non-controlling interest


8,764Total stockholders equity(5)


175,861Total capitalization(5)

$
1,041,551


$



$  
 38




---



##### Table of Contents



(1)
    
    The certificates of designation for our redeemable convertible
    preferred stock provide that we have the right to convert all of
    the outstanding shares of redeemable convertible preferred stock
    if we consummate an initial public offering, in the case of the
    Series B Preferred Stock, resulting in gross proceeds of at
    least $100.0 million and a sale price for the shares of
    common stock sold in the offering of at least $26.00, in the
    case of the Series C and Series D Preferred Stock,
    resulting in gross proceeds of at least $100.0 million and
    a sale price for the shares of common stock sold in the offering
    of at least $26.33, and, in the case of the Series E
    Preferred Stock, resulting in gross proceeds of at least
    $50 million and a sale price for the shares of common stock
    sold in the offering of at least $16.00. Based on the assumed
    initial public offering price of
    $     per share of Class A common
    stock (the midpoint of the range set forth on the cover page of
    this prospectus) and the offering size set forth on the cover of
    this prospectus, we believe that this offering will satisfy
    these contingencies. 
  (2)
    
    As of March 31, 2011, we had $334.3 million available
    under our revolving credit facility. 
 
  (3)
    
    In May 2011, we issued an additional $100.0 million
    aggregate principal amount of 2016 Notes under the indenture
    dated November 30, 2010, pursuant to which we have
    previously issued $250.0 million aggregate principal amount
    of 2016 Notes. 
 
  (4)
    
    As of March 31, 2011, we had $50.0 million available
    in trade financing facilities and $50.3 million available
    under all other bank facilities. 
 
  (5)
    
    Assuming the number of shares offered by us, as set forth on the
    cover page of this prospectus, remains the same, a $1.00
    increase or decrease in the assumed initial public offering
    price of $      per share of
    Class A common stock (the midpoint of the range set forth
    on the cover page of this prospectus) would increase or decrease
    the amount of additional paid-in capital, total
    stockholders equity and total capitalization by
    approximately $      million. 
 39




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##### Table of Contents



DILUTION    Assumed initial public offering price





$Pro forma net tangible book value per share as of March 31,
    2011

$Increase in pro forma net tangible book value per share
    attributable to new investorsPro forma net tangible book value per share after this offeringDilution per share to new investors





$         Shares Purchased


Total Consideration


Average PriceNumber


Percent


Amount


Percent


per ShareExisting common stockholders







%

$





%

$Existing redeemable convertible preferred stockholders (as
    converted)

















$New investors

















$Total






100
%

$




100
%    40




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##### Table of Contents



41




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##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL AND OTHER DATA    Three Months EndedYear Ended December 31,


March 31,2006


2007


2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Consolidated Statement of Operations Data:Revenue

$
3,555,674


$
3,492,476


$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874Cost of revenue


3,257,352



3,189,935



3,254,167



2,354,016



4,218,979



682,678



1,157,310Gross profit


298,322



302,541



295,998



364,636



393,884



84,699



110,564Operating expenses:Selling, general and administrative


135,192



197,530



174,287



161,806



235,239



46,788



65,278Provision for bad debts


7,776



1,956



2,736



6,435



8,785



9,462



(607
)Depreciation and amortization


4,800



6,820



9,917



13,457



11,913



2,611



3,389Public offering expenses


















7,333



5,400



Total operating expenses


147,768



206,306



186,940



181,698



263,270



64,261



68,060Operating income


150,554



96,235



109,058



182,938



130,614



20,438



42,504Other income (expenses):Interest income


1,794



9,746



14,206



21,278



7,139



1,826



1,460Interest expense


(40,971
)


(46,366
)


(34,746
)


(17,102
)


(29,025
)


(5,798
)


(13,858
)Other income (expenses), net(1)


(10,696
)


(4,543
)


(923
)


(3,459
)


2,159



8



1,805Foreign exchange gains (losses), net


900



2,648



(25,117
)


(80,915
)


(33,263
)


(17,237
)


(2,486
)Loss on early extinguishment of debt






(38,903
)


















Total other expenses


(48,973
)


(77,418
)


(46,580
)


(80,198
)


(52,990
)


(21,201
)


(13,079
)Income (loss) from continuing operations before provision for
    income taxes


101,581



18,817



62,478



102,740



77,624



(763
)


29,425Provision for income taxes


33,862



19,515



35,402



46,999



36,938



3,337



10,755Income (loss) from continuing operations


67,719



(698
)


27,076



55,741



40,686



(4,100
)


18,670(Loss) income from discontinued operations, net of taxes


(2,840
)


(16,771
)


(14,304
)


2,595



(921
)


(9
)


(32
)Net income (loss)


64,879



(17,469
)


12,772



58,336



39,765



(4,109
)


18,638Less: Net income attributable to non-controlling interest


13,749



18,753



18,107



4,095



2,385



331



965Net income (loss) attributable to Brightstar Corp.

$
51,130


$
(36,222
)

$
(5,335
)

$
54,241


$
37,380


$
(4,440
)

$
17,673 42




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##### Table of Contents



Three Months EndedYear Ended December 31,


March 31,2006


2007


2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Basic earnings per share for common stock:Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
1.85


$
(3.36
)

$
0.50


$
0.83


$
0.35


$
(0.59
)

$
0.30(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.11
)


(0.85
)


(0.79
)


0.07



(0.03
)






Net income (loss) attributable to Brightstar Corp. common
    stockholders

$
1.74


$
(4.21
)

$
(0.29
)

$
0.90


$
0.32


$
(0.59
)

$
0.30Diluted earnings per share for common stock:Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
1.65


$
(3.36
)

$
0.20


$
0.78


$
0.35


$
(0.59
)

$
0.29(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.09
)


(0.85
)


(0.41
)


0.06



(0.03
)






Net income (loss) attributable to Brightstar Corp. common
    stockholders

$
1.56


$
(4.21
)

$
(0.21
)

$
0.84


$
0.32


$
(0.59
)

$
0.29Weighted average number of common shares outstanding:Basic


21,454,431



19,714,092



18,134,166



18,163,037



18,181,347



18,178,538



18,182,267Diluted


25,589,280



19,714,092



35,046,068



20,863,930



18,586,404



18,178,538



18,914,897   As of December 31,

March 31,2006

2007

2008

2009

2010

2011(Unaudited)(In thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
64,803


$
89,491


$
122,057


$
239,859


$
159,161


$
102,541Accounts receivable, net


810,219



972,062



864,222



969,184



1,376,445



1,143,762Inventory


702,638



393,637



316,472



239,988



612,396



758,123Total assets


1,695,728



1,651,517



1,574,140



1,813,839



2,496,570



2,385,598Total debt(2)


542,937



569,950



445,408



401,848



453,805



450,331Total liabilities


1,415,180



1,175,222



1,116,347



1,319,326



1,929,758



1,794,378Total redeemable convertible preferred stock


76,292



329,742



329,742



362,377



409,090



415,359Total stockholders equity


204,256



146,553



128,051



132,136



157,722



175,861    (1)
    
    The table below presents the consolidated other income
    (expenses), net attributable to Brightstar Europe:  Year Ended December 31,

Three Months Ended March 31,2006

2007

2008

2009

2010

2010

2011(Unaudited)(In thousands)Other income (expenses), net attributable to Brightstar Europe

$



$
(2,806
)

$
(4,744
)

$
1,781


$
2,413


$
834


$
2,806   (2)
    
    Total debt is defined as lines of credit, trade financing
    facilities and current portion of term debt, long-term debt and
    convertible senior subordinated notes. 43




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with our consolidated financial statements and
    related notes included elsewhere in this prospectus. This
    discussion contains forward-looking statements that involve
    various risks and uncertainties. Our actual results may differ
    materially from those anticipated in these forward-looking
    statements. For additional information regarding some of the
    risks and uncertainties that affect our business and the
    industry in which we operate, please read Risk
    Factors and Special Note Regarding
    Forward-Looking Statements.
  Overview
 
   
 
   
   
   
  Regional
    Highlights and Outlook
 
  
    U.S./Canada.  For the three months ended
    March 31, 2011, revenue in our U.S./Canada region was
    approximately $285.0 million, which accounted for 22.5% of
    our total revenue for the three months ended March 31,
    2011, compared to 29.2% for the three months ended
    March 31, 2010. For the year ended December 31, 2010,
    revenue in our U.S./Canada region was approximately
    $1.5 billion, which accounted for 31.9% of our total
    revenue in 2010, compared to 26.6% in 2009 and 18.3% in 2008.
    The growth in this region has been driven primarily by the
    addition of new retailer customers and the rapid expansion of
    our business in the retail and dealer agent distribution
    networks. We have over 600 customers in this region, including
    over 500 retailers. Our core services in the region include
    value-added distribution, management of wireless device returns,
    management of the entire wireless device category for certain
    customers, supply chain management, product portfolio management
    and virtual inventory, activation services, in-store marketing
    and handset protection and replacement. In 
 44




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##### Table of Contents



October 2010, we acquired OTBT, Inc., a provider of enterprise
    services for small and medium businesses and large enterprises
    in the U.S. We operate over 450,000 square feet of facilities
    and serve over 56,000 points of sale throughout the region.
    Following a period of rapid expansion in this region, we intend
    to increasingly focus on improving the profit margin profile,
    which we expect will result in lower revenue over the short term
    but higher profitability. 
 
  
    Latin America.  For the three months
    ended March 31, 2011, revenue in our Latin America region
    was approximately $806.8 million, which accounted for 63.6%
    of our total revenue for the three months ended March 31,
    2011, compared to 61.1% for the three months ended
    March 31, 2010. For the year ended December 31, 2010,
    revenue in our Latin America region was approximately
    $2.7 billion, which accounted for 60.1% of our total
    revenue in 2010, compared to 66.9% in 2009 and 76.1% in 2008,
    excluding the effect of the Venezuela increase in revenue in
    2009 and early 2010 related to specific transactions executed
    through the parallel market. See  Significant
    Issues Affecting Comparability from Period to Period 
    Venezuela Business. Historically, our Latin America region
    contributed the majority of our total revenue, but, in recent
    years, the regions overall contribution to total revenue
    has been decreasing due to the higher relative growth of our
    other regions. We operate in 20 countries and territories across
    this region, including Argentina, Brazil, Colombia, Mexico and
    Venezuela. Our core services in Latin America include
    value-added distribution, and management of the wireless device
    category for customers including demand planning and
    forecasting, and fulfillment and logistics, which includes
    freight management and customs clearance. We operate over
    675,000 square feet of warehouse facilities serving this region,
    including our Miami distribution center. We have 47 sales,
    distribution and assembly facilities that together serve more
    than 120 operators and 33,000 customers in this region. We
    expect our revenue to increase in this region driven by
    continued growth in our services and increased penetration of
    smartphones. 
 
   
 
  
    APAC/MEA.For the three months ended
    March 31, 2011, revenue in our APAC/MEA region was
    approximately $175.7 million, which accounted for 13.9% of
    our total revenue for the three months ended March 31,
    2011, compared to 8.0% for the three months ended March 31,
    2010. For the year ended December 31, 2010, revenue in our
    APAC/MEA region was $367.2 million, which accounted for
    8.0% of our total revenue in 2010, compared to 6.5% in 2009 and
    5.6% in 2008. The growth in this region has been driven
    primarily by our efforts to expand our service offerings and
    enter new markets. We operate in 14 countries across this
    region, including Australia, Hong Kong, Malaysia, New Zealand,
    Singapore, South Africa, Thailand, Turkey and Vietnam. We have
    six distribution facilities that together serve more than 27
    manufacturers, 21 operators and 1,350 retailers at approximately
    11,000 points of sale. Our core services in the region include
    supply chain planning, such as demand forecasting and inventory
    management, and wireless device management, which includes
    services such as lifecycle management which help our customers
    increase the speed at which devices are sold. We also offer a
    full range of strategic sourcing services, which help our
    customers obtain 
 45




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##### Table of Contents



wireless devices at competitive prices, distribution channel
    management and value-added distribution services. We operate
    more than 350,000 square feet of warehouse facilities in the
    region. We expect our revenue to increase and gross margins to
    decrease in this region as we expand our value-added
    distribution services business at a faster rate than our other
    services and as we expand into new markets. 
  
    Europe.  We own a 50% interest in
    Brightstar Europe, a joint venture company formed in 2007, which
    is owned equally and controlled jointly by Tech Data and us. The
    growth in this region has been driven primarily by market
    penetration, geographic expansion and, to a lesser extent,
    impact from our recent acquisitions. Our income attributable to
    Brightstar Europe operations increased from $1.8 million in
    2009 to $2.4 million in 2010 and was $2.8 million in
    the three months ended March 31, 2011. We operate in 15
    countries across this region, including Spain, Germany and
    United Kingdom. Brightstar Europe utilizes the distribution
    facilities maintained by Tech Data. Brightstar Europes
    core services in the region include value-added distribution,
    government and VARs and consumer services. In August 2010,
    Brightstar Europe acquired AKL Telecommunications GmbH
    (AKL). AKL is one of Austrias leading
    suppliers of mobile phones and fixed line telephone solutions to
    the wireless channels including telecommunications dealers and
    consumer electronics stores. In addition, in October 2010,
    Brightstar Europe acquired Mobile Communication Company
    (MCC), a major supplier of mobile phones and
    personal navigation devices in the Netherlands and Belgium.
    Brightstar Europe has been growing rapidly since its formation,
    as the joint venture increases its presence in the region. We
    expect Brightstar Europes revenue and gross profit to
    continue to grow organically and from the full-year impact of
    its 2010 acquisitions of AKL and MCC. 
 
   
  Key
    Metrics
    46




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##### Table of Contents



Three MonthsYear Ended December 31,

Ended March 31,2008

2009

2010

2010

2011(In thousands, except percentages)Revenue

$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874Other Financial Data:Gross profit


295,998



364,636



393,884



84,699



110,564Gross margin


8.3
%


13.4
%


8.5
%


11.0
%


8.7
%Adjusted gross profit(1)


295,998



279,040



382,680



71,703



110,564Adjusted gross margin(2)


8.3
%


10.3
%


8.3
%


9.3
%


8.7
%Operating income


109,058



182,938



130,614



20,438



42,504Operating income %


3.1
%


6.7
%


2.8
%


2.7
%


3.4
%Adjusted EBITDA(1)


118,247



111,424



141,192



15,627



48,456Adjusted EBITDA %(2)


3.3
%


4.1
%


3.1
%


2.0
%


3.8
%Net income (loss)


12,772



58,336



39,765



(4,109
)


18,638Net income (loss) %


0.4
%


2.1
%


0.9
%


(0.5
)%


1.5
%Adjusted net income(1)


12,299



58,742



60,561



6,742



20,306Adjusted net income %(2)


0.3
%


2.2
%


1.3
%


0.9
%


1.6
%Working capital(3)


460,007



392,844



607,976



387,405



678,230Working capital %(2)(4)


13.0
%


14.4
%


13.2
%


12.6
%


13.4
%  
    (1)
    
    See Note (3) in Prospectus Summary 
    Summary Consolidated Financial and Other Data for
    reconciliations of gross profit to Adjusted gross profit, net
    income to Adjusted EBITDA and net income to Adjusted net income.(2)
    
    Expressed as a percentage of revenue. 
  (3)
    
    Working capital is calculated as total current assets minus
    total current liabilities. In December 2010, we increased our
    ABL Revolver to a total facility size of $500.0 million.
    The terms of the amendment resulted in the reclassification of
    the ABL Revolver from a short-term liability to a long-term
    liability. 
  (4)
    
    For the three months ended March 31, 2010 and 2011, the
    working capital percentage is calculated by dividing working
    capital by annualized quarterly revenue.    
    Adjusted Gross Profit.While Adjusted
    gross profit is not a U.S. GAAP measurement, we believe it is
    useful in comparing our performance with our results in prior
    periods, as well as with the performance of other companies, as
    the items excluded to arrive at Adjusted gross profit are not
    indicative of operating performance and therefore limit
    comparability of our historical and current financial statements.
    Adjusted EBITDA.While Adjusted EBITDA
    is not a U.S. GAAP measurement, we believe it is useful in
    evaluating our operating performance compared to that of other
    companies because the calculation of Adjusted EBITDA generally
    eliminates the effects of financing and income taxes and the
    accounting effects of capital spending and other discrete items,
    which we believe are not indicative of overall operating
    performance. We use Adjusted EBITDA to evaluate the operating
    performance of our business and aid in the
    period-to-period
    comparability.
    Adjusted Net Income.  While Adjusted net
    income is not a U.S. GAAP measurement, we believe it is useful
    in evaluating our operating performance compared to that of
    other companies because its calculation adjusts for items which
    we believe are not indicative of overall operating performance.
    We use Adjusted net income to evaluate the operating performance
    of our business and aid in
    period-to-period
    comparability. 47




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##### Table of Contents




    Working Capital.  Working capital is a
    measure calculated as total current assets minus total current
    liabilities. We believe it is useful in evaluating our operating
    performance compared to that of other companies because it is
    indicative of our ability to pay off our short-term liabilities
    without having to raise additional capital.    
    Provision for Income Taxes.  Our U.S.
    GAAP financial results include a provision for income taxes.
    Although we are subject to various federal, state and foreign
    taxes and the payment of such taxes is a necessary element of
    our operations, we exclude our provision for income taxes from
    our Adjusted EBITDA financial measure to provide
    period-to-period
    comparability of our operating results unassociated with the
    varying effective tax rates and uncertain tax position reserves
    to which we are subject.
    Interest Income.  Our U.S. GAAP
    financial results include interest income. Although our
    investing activities are elements of our cost structure and
    provide us with the ability to generate returns for our owners,
    we exclude interest income from our Adjusted EBITDA financial
    measure to provide
    period-to-period
    comparability of our operating results unassociated with our
    investing activities.
    Interest Expense.  Our U.S. GAAP
    financial results include interest expense. Although our
    borrowing activities are key elements of our cost structure and
    provide us with the ability to generate revenue and returns for
    our stockholders, we exclude interest expense from our Adjusted
    EBITDA financial measure to provide
    period-to-period
    comparability of our operating results unassociated with our
    capital structure or borrowing activities.
    Depreciation and Amortization.  Our U.S.
    GAAP financial results include depreciation and amortization
    expense associated with capital expenditures and intangible
    assets acquired in transactions accounted for as business
    combinations. While the use of the capital equipment and
    intangible assets enable us to generate revenue for our
    business, we exclude depreciation and amortization expense from
    our Adjusted EBITDA financial measure to evaluate our operating
    results and to enable us to compare our financial results with
    other companies in our industry without regard to the historical
    acquisition costs of our assets.
    Impairment of Upfront Fee.  Our U.S.
    GAAP financial results include an impairment of an upfront fee.
    Since the impairment of an upfront fee is not a normal,
    recurring part of our business, we exclude it from our Adjusted
    EBITDA financial measure to provide
    period-to-period
    comparability of our operating results. See Note 14 to our
    consolidated financial statements included elsewhere in this
    prospectus.
    Public Offering Expenses.  Our U.S. GAAP
    financial results include public offering expenses. Since public
    offering expenses are not a normal, recurring part of our
    business, we exclude them from our Adjusted EBITDA financial
    measure to provide
    period-to-period
    comparability of our operating results.
    Share-Based Compensation Expense.  Our
    U.S. GAAP financial results include share-based compensation
    expense which is composed of the fair value of each of our
    incentive awards under our stock option plans. While share-based
    compensation expense is required under the provisions of ASC
    718, we exclude share-based compensation expense from our
    Adjusted EBITDA financial measure to enable us to compare our
    financial results with other companies in our industry.
    Loss (income) from Discontinued Operations, Net of
    Taxes.  Our U.S. GAAP financial results
    include a loss from discontinued operations associated with
    businesses we no longer own and operate. While discontinued
    operations may arise in future periods, we exclude our gain or
    loss from discontinued operations from our Adjusted EBITDA
    financial measure to provide
    period-to-period
    comparability of our operating results unassociated with
    discontinued operations. 48




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##### Table of Contents




    Other Income (Expenses), Net.  Our U.S.
    GAAP financial results include other income (expenses), net.
    Although we earn other income and incur other expenses in each
    period, we exclude other income (expenses), net from our
    Adjusted EBITDA financial measure, as we believe they are not
    indicative of our operating performance.
    Foreign Exchange Gains (Losses),
    Net.  Our U.S. GAAP financial results include
    foreign exchange gains (losses), net. We exclude these from our
    Adjusted EBITDA financial measure, with the exception of our
    foreign currency losses incurred in Venezuela in 2009 and early
    2010 related to specific transactions executed through the
    parallel market. These are reflected as a reduction of revenue
    in our Adjusted EBITDA as we believe this presentation is more
    indicative of our operating performance.
    See   Significant Issues Affecting
    Comparability from Period to Period  Venezuela
    Business for further discussion of foreign currency losses
    and parallel market transactions in Venezuela.
    Acquisition Costs.  Our U.S. GAAP
    financial results include acquisition costs. We exclude
    acquisition costs from our Adjusted EBITDA financial measure to
    provide
    period-to-period
    comparability of our operating results.  Key Components of
    Operating Results
  Revenue
    
    value-added distribution services revenue from sales of wireless
    devices to operators and retailers, net of returns, allowances
    and early payment discounts, and generally including the cost of
    devices we resell;
    fixed or variable fee arrangements that contain contingent
    payments which are incentive compensation arrangements based on
    performance, designed to link a portion of our revenue to our
    performance relative to both qualitative and quantitative goals;
    a cost plus margin arrangement for specific services
    performed under a contract; and
    a gain-sharing arrangement, under which we typically
    earn a percentage of savings we generate for our customers.      Cost of
    Revenue
    Gross
    Profit
   49




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##### Table of Contents



agreed-upon
    Selling,
    General and Administrative
      Provision for
    Bad Debts
    Depreciation
    and Amortization
    Public
    Offering Expenses
    Interest
    Income
   50




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##### Table of Contents



Interest
    Expense
  .
  Other Income
    (Expenses), Net
    Foreign
    Exchange Gains (Losses), Net
    Provision for
    Income Taxes
    Non-Controlling
    Interest
     51




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##### Table of Contents



Significant
    Issues Affecting Comparability from Period to Period
    Venezuela
    Business
             52




---



##### Table of Contents



Worldwide
    Currency Fluctuations
      Change in
    Non-Controlling Interest
   53




---



##### Table of Contents



Results of
    Operations
    Three Months Ended March 31,


2010 Compared to 20112010


2011


Variance


%(Unaudited)(In thousands, except percentages)Consolidated Statements of Operations Data:Revenue

$
767,377


$
1,267,874


$
500,497



65.2
%Cost of revenue


682,678



1,157,310



474,632



69.5
%Gross profit


84,699



110, 564



25,865



30.5
%Operating expenses:Selling, general and administrative


46,788



65,278



18,490



39.5
%Provision for bad debts


9,462



(607
)


(10,069
)



*Depreciation and amortization


2,611



3,389



778



29.8
%Public offering expenses


5,400







(5,400
)



*Total operating expenses


64,261



68,060



3,799



5.9
%Operating income


20,438



42,504



22,066



108.0
%Other income (expenses):Interest income


1,826



1,460



(366
)


(20.0
)%Interest expense


(5,798
)


(13,858
)


(8,060
)


139.0
%Other income (expenses), net


8



1,805



1,797




*Foreign exchange losses, net


(17,237
)


(2,486
)


14,751



(85.6
)%Total other expenses


(21,201
)


(13,079
)


8,122



(38.3
)%(Loss) income from continuing operations before provision for
    income taxes


(763
)


29,425



30,188




*Provision for income taxes


3,337



10,755



7,418



222.3
%(Loss) income from continuing operations


(4,100
)


18,670



22,770




*(Loss) income from discontinued operations, net of taxes


(9
)


(32
)


(23
)


255.6
%Net (loss) income


(4,109
)


18,638



22,747




*Less: Net income attributable to non-controlling interest


331



965



634



191.5
%Net (loss) income attributable to Brightstar Corp.

$
(4,440
)

$
17,673


$
22,113




*     *
    
    Percentage change not meaningful 54




---



##### Table of Contents



Year Ended December 31,


2009 Compared to 2008


2010 Compared to 20092008


2009


2010


Variance


%


Variance


%(In thousands, except percentages)Consolidated Statement of Operations Data:Revenue

$
3,550,165


$
2,718,652


$
4,612,863


$
(831,513
)


(23.4
)%

$
1,894,211



69.7
%Cost of revenue


3,254,167



2,354,016



4,218,979



(900,151
)


(27.7
)%


1,864,963



79.2
%Gross profit


295,998



364,636



393,884



68,638



23.2
%


29,248



8.0
%Operating expenses:Selling, general and administrative


174,287



161,806



235,239



(12,481
)


(7.2
)%


73,433



45.4
%Provision for bad debts


2,736



6,435



8,785



3,699



135.2
%


2,350



36.5
%Depreciation and amortization


9,917



13,457



11,913



3,540



35.7
%


(1,544
)


(11.5
)%Public offering expenses










7,333







*



7,333



*Total operating expenses


186,940



181,698



263,270



(5,242
)


(2.8
)%


81,572



44.9
%Operating income


109,058



182,938



130,614



73,880



67.7
%


(52,324
)


(28.6
)%Other income (expenses):Interest income


14,206



21,278



7,139



7,072



49.8
%


(14,139
)


(66.4
)%Interest expense


(34,746
)


(17,102
)


(29,025
)


17,644



(50.8
)%


(11,923
)


69.7
%Other income (expenses), net


(923
)


(3,459
)


2,159



(2,536
)


274.8
%


5,618



*Foreign exchange losses, net


(25,117
)


(80,915
)


(33,263
)


(55,798
)


222.2
%


47,652



(58.9
)%Total other expenses


(46,580
)


(80,198
)


(52,990
)


(33,618
)


72.2
%


27,208



(33.9
)%Income from continuing operations before provision for income
    taxes


62,478



102,740



77,624



40,262



64.4
%


(25,116
)


(24.4
)%Provision for income taxes


35,402



46,999



36,938



11,597



32.8
%


(10,061
)


(21.4
)%Income from continuing operations


27,076



55,741



40,686



28,665



105.9
%


(15,055
)


(27.0
)%(Loss) income from discontinued operations, net of taxes


(14,304
)


2,595



(921
)


16,899



*



(3,516
)


*Net income


12,772



58,336



39,765



45,564



356.7
%


(18,571
)


(31.8
)%Less: Net income attributable to non-controlling interest


18,107



4,095



2,385



(14,012
)


(77.4
)%


(1,710
)


(41.8
)%Net (loss) income attributable to Brightstar Corp.

$
(5,335
)

$
54,241


$
37,380


$
59,576



*


$
(16,861
)


(31.1
)%  
    *
    
    Percentage change not meaningful. 55




---



##### Table of Contents



Regional
    Highlights
    
 Three Months EndedYear Ended December 31,

March 31,2008

2009

2010

2010

2011(Unaudited)(In thousands, except percentages)U.S./Canada:Revenue

$
650,611


$
724,161


$
1,472,593


$
224,123


$
285,017Gross profit


44,752



58,769



85,350



15,522



23,665Gross margin


6.9
%


8.1
%


5.8
%


6.9
%


8.3
%Operating income


16,050



26,504



31,438



4,317



7,900Latin America(1):Revenue

$
2,700,279


$
1,733,522


$
2,749,695


$
468,806


$
806,768Gross profit


174,284



140,014



197,635



38,693



61,846Gross margin


6.5
%


8.1
%


7.2
%


8.3
%


7.7
%Operating income


56,486



38,383



63,665



4,817



28,110APAC/MEA:Revenue

$
199,275


$
175,373


$
367,185


$
61,152


$
175,746Gross profit


76,962



80,257



92,360



18,223



25,759Gross margin


38.6
%


45.8
%


25.2
%


29.8
%


14.7
%Operating income


37,083



35,455



39,662



7,602



8,345Unallocated Corporate & Other:Revenue

$



$



$
1,181


$
300


$
343Gross profit










(3,670
)


(735
)


(706
)Operating income


(561
)


(3,000
)


(26,360
)


(9,294
)


(1,851
)Consolidated Total(2):Revenue

$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874Gross profit


295,998



364,636



393,884



84,699



110,564Gross margin


8.3
%


13.4
%


8.5
%


11.0
%


8.7
%Operating income


109,058



182,938



130,614



20,438



42,504  
    (1)
    
    Excludes the effect of the
    Venezuela increase in revenue in 2009 and early 2010 related to
    specific transactions executed through the parallel market. See
     Significant Issues Affecting Comparability from
    Period to PeriodVenezuela Business.(2)
    
    Includes the effect of the
    Venezuela increase in revenue in 2009 and early 2010 related to
    specific transactions executed through the parallel market and
    the corresponding impact on gross profit, gross margin and
    operating income.  Segment Reporting
    Reconciliation
   56




---



##### Table of Contents



Three Months EndedYear Ended December 31,


March 31,2008


2009


2010


2010


2011(Unaudited)(In thousands)U.S./Canada region

$
650,611


$
724,161


$
1,472,593


$
224,123


$
285,017Latin America region


2,700,279



1,733,522



2,749,695



468,806



806,768APAC/MEA region


199,275



175,373



367,185



61,152



175,746Corporate and other










1,181



300



343Region total


3,550,165



2,633,056



4,590,654



754,381



1,267,874Effect of foreign exchange loss from Venezuela(1)






85,596



22,209



12,996



Consolidated total

$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874  
    (1)
    
    See   Significant Issues Affecting
    Comparability from Period to Period  Venezuela
    Business.  Three Months
    Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
  Revenue
    Revenue by
    Region
  
 Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
224,123


$
285,017


$
60,894



27.2
%Latin America region


468,806



806,768



337,962



72.1
%APAC/MEA region


61,152



175,746



114,594



187.4
%Corporate and other


300



343



43



14.3
%Region total


754,381



1,267,874



513,493



68.1
%Effect of foreign exchange loss from Venezuela(1)


12,996







(12,996
)



*Consolidated total

$
767,377


$
1,267,874


$
500,497



65.2
%  
    *
    
    Percentage change not meaningful.(1)
    
    See  Significant Issues Affecting Comparability
    from Period to Period  Venezuela Business. 
  year-over-year
 
 57




---



##### Table of Contents



year-over-year year-over-year
 
 
  year-over-year year-over-year
 
  Gross
    Profit
    Gross Profit by
    Region
  
 Three Months Ended March 31,2010 Gross


2010 Gross


2011 Gross


2011 GrossProfit


Margin


Profit


Margin


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
15,522



6.9
%

$
23,665



8.3
%

$
8,143



52.5
%Latin America region


38,693



8.3
%


61,846



7.7
%


23,153



59.8
%APAC/MEA region


18,223



29.8
%


25,759



14.7
%


7,536



41.4
%Corporate and other


(735
)



*


(706
)



*


29




*Region totals


71,703



9.5
%


110,564



8.7
%


38,861



54.2
%Effect of foreign exchange loss from Venezuela


12,996




*







*


(12,996
)



*Consolidated total


84,699



11.0
%


110,564



8.7
%


25,865



30.5
%Effect of foreign exchange loss from Venezuela


(12,996
)



*







*


12,996




*Adjusted gross profit

$
71,703



9.3
%

$
110,564



8.7
%

$
38,861



54.2
%  
    *
    
    Percentage change not meaningful. 58




---



##### Table of Contents



Selling,
    General and Administrative
 
  year-over-year
 
     59




---



##### Table of Contents



Selling, General
    and Administrative by Region
  
 Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
8,524


$
11,135


$
2,611



30.6
%Latin America region


20,419



23,936



3,517



17.2
%APAC/MEA region


7,521



12,748



5,227



69.5
%Corporate and other


10,324



17,459



7,135



69.1
%Consolidated totals

$
46,788


$
65,278


$
18,490



39.5
%  
   
   
 
   
 
   
 60




---



##### Table of Contents



Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
1,740


$
3,053


$
1,313



75.5
%Latin America region


3,057



9,494



6,437



210.6
%APAC/MEA region


2,368



3,830



1,462



61.7
%Unallocated Corporate and other(a)


3,159



1,082



(2,077
)


(65.7
)%Corporate and Other Selling, General and Administrative Expenses

$
10,324


$
17,459


$
7,135



69.1
%  
   
  (a)
    
    Unallocated Corporate and other expenses in the three months
    ended March 31, 2010 consisted primarily of investments in
    our global supply chain optimization services organization,
    including payroll, consulting and travel costs. In the three
    months ended March 31, 2011 they consisted primarily of
    acquisition costs. 
  Provision for
    Bad Debts
      Provision for Bad
    Debts by Region
  
 Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
304


$
540


$
236



77.6
%Latin America region


9,162



(1,194
)


(10,356
)



*APAC/MEA region


(4
)


15



19



475.0
%Corporate and other






32



32




*Consolidated total

$
9,462


$
(607
)

$
(10,069
)



*  
    *
    
    Percentage change not meaningful. 61




---



##### Table of Contents



Depreciation
    and Amortization
    Depreciation and
    Amortization by Region
  
 Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
637


$
1,037


$
400



62.8
%Latin America region


1,238



1,500



262



21.2
%APAC/MEA region


736



821



85



11.5
%Corporate and other






31



31




*Consolidated total

$
2,611


$
3,389


$
778



29.8
%  
    *
    
    Percentage change not meaningful.  Public
    Offering Expenses
    Operating
    Income
   62




---



##### Table of Contents



Operating Income by Region
  
 Three Months EndedMarch 31,2010


2011


Variance


%(Unaudited)(In thousands, except percentages)U.S./Canada region

$
4,317


$
7,900


$
3,583



83.0
%Latin America region


4,817



28,110



23,293



483.6
%APAC/MEA region


7,602



8,345



743



9.8
%Corporate and other


(9,294
)


(1,851
)


7,443




*Region total


7,442



42,504



35,062



471.1
%Effect of foreign currency loss from Venezuela


12,996







(12,996
)



*Consolidated total

$
20,438


$
42,504


$
22,066



108.0
%  
    *
    
    Percentage change not meaningful. 
   
     
   
  Interest
    Income
    Interest
    Expense
   63




---



##### Table of Contents



Other Income
    (Expenses), Net
    Foreign
    Exchange Losses, Net
    Provision for
    Income Taxes
      (Loss) Income
    from Continuing Operations
    (Loss) Income
    from Discontinued Operations, Net of Taxes
    Non-Controlling
    Interest
    Year Ended
    December 31, 2010 Compared to Year Ended December 31,
    2009
  Revenue
   64




---



##### Table of Contents



Revenue by
    Region
  
 Year EndedDecember 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
724,161


$
1,472,593


$
748,432



103.4
%Latin America region


1,733,522



2,749,695



1,016,173



58.6
%APAC/MEA region


175,373



367,185



191,812



109.4
%Corporate and other






1,181



1,181



*Region total


2,633,056



4,590,654



1,957,598



74.4
%Effect of foreign exchange loss from Venezuela(1)


85,596



22,209



(63,387
)


(74.1
)%Consolidated total

$
2,718,652


$
4,612,863


$
1,894,211



69.7
%  
    *
    
    Percentage change not meaningful.(1)
    
    See Significant Issues Affecting Comparability from
    Period to Period  Venezuela Business. 
  year-over-year year-over-year
 
 
  year-over-year year-over-year
 
 
  year-over-year
 
 
 
  Gross
    Profit
   65




---



##### Table of Contents



Gross Profit by
    Region
  
 Year Ended December 31,2009 Gross


2009 Gross


2010 Gross


2010 GrossProfit


Margin


Profit


Margin


Variance


%(In thousands, except percentages)U.S./Canada region


58,769



8.1
%


85,350



5.8
%


26,581



45.2
%Latin America region


140,014



8.1
%


197,635



7.2
%


57,621



41.2
%APAC/MEA region


80,257



45.8
%


92,360



25.2
%


12,103



15.1
%Corporate and other






*



(3,670
)


*



(3,670
)


*Region total


279,040



10.6
%


371,675



8.1
%


92,635



33.2
%Effect of foreign exchange 
    loss from Venezuela


85,596



*



22,209



*



(63,387
)


*Consolidated total


364,636



13.4
%


393,884



8.5
%


29,248



8.0
%Effect of foreign exchange
    loss from Venezuela


(85,596
)


*



(22,209
)


*



63,387



*Impairment of upfront fee






*



11,005



*



11,005



*Adjusted gross profit

$
279,040



10.3
%

$
382,680



8.3
%

$
103,640



37.1
%  
    *
    
    Percentage change not meaningful.     
   
  Selling,
    General and Administrative
   66




---



##### Table of Contents



year-over-year
 
    Selling, General
    and Administrative by Region
  
 Year Ended December 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
23,268


$
38,885


$
15,617



67.1
%Latin America region


69,551



99,696



30,145



43.3
%APAC/MEA region


31,118



38,100



6,982



22.4
%Corporate and other


37,869



58,558



20,689



54.6
%Consolidated total

$
161,806


$
235,239


$
73,433



45.4
%  
   
   
 
   
 
   
 67




---



##### Table of Contents



Year Ended December 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
5,528


$
10,753


$
5,225



94.5
%Latin America region


18,485



21,342



2,857



15.5
%APAC/MEA region


10,856



11,390



534



4.9
%Unallocated Corporate and other(a)


3,000



15,073



12,073



*Corporate and other

$
37,869


$
58,558


$
20,689



54.6
%  
    *
    
    Percentage change not meaningful. 
  (a)
    
    Unallocated Corporate and other expenses in 2010 consisted
    primarily of investments in our global supply chain optimization
    services organization, including payroll, consulting and travel
    costs. 
  Provision for
    Bad Debts
      Provision for Bad
    Debts by Region
  
 Year Ended December 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
964


$
1,298


$
334



34.7
%Latin America region


5,281



7,338



2,057



39.0
%APAC/MEA region


190



19



(171
)


*Corporate and other






130



130



*Consolidated total

$
6,435


$
8,785


$
2,350



36.5
%  
    *
    
    Percentage change not meaningful.  Depreciation
    and Amortization
   68




---



##### Table of Contents



Depreciation and
    Amortization by Region
  
 Year Ended December 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
2,505


$
2,976


$
471



18.8
%Latin America region


8,314



5,594



(2,720
)


(32.7
)%APAC/MEA region


2,638



3,189



551



20.9
%Corporate and other






154



154



*Consolidated total

$
13,457


$
11,913


$
(1,544
)


(11.5
)%  
    *
    
    Percentage change not meaningful.  Public
    Offering Expenses
    Operating
    Income
    Operating Income
    by Region
  
 Year Ended December 31,2009


2010


Variance


%(In thousands, except percentages)U.S./Canada region

$
26,504


$
31,438


$
4,934



18.6
%Latin America region


38,383



63,665



25,282



65.9
%APAC/MEA region


35,455



39,662



4,207



11.9
%Corporate and other


(3,000
)


(26,360
)


(23,360
)


*Region total


97,342



108,405



11,063



11.4
%Effect of foreign currency loss from Venezuela


85,596



22,209



(63,387
)


(74.1
)%Consolidated total

$
182,938


$
130,614


$
(52,324
)


(28.6
)%  
    *
    
    Percentage change not meaningful.       69




---



##### Table of Contents



Interest
    Income
    Interest
    Expense
    Other Income
    (Expenses), Net
 
   
  Foreign
    Exchange Losses, Net
    Provision for
    Income Taxes
      Income from
    Continuing Operations
    (Loss) Income
    from Discontinued Operations, Net of Taxes
   70




---



##### Table of Contents



Non-Controlling
    Interest
    Year Ended
    December 31, 2009 Compared to Year Ended December 31,
    2008
  Revenue
    Revenue by
    Region
  
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
650,611


$
724,161


$
73,550



11.3
%Latin America region


2,700,279



1,733,521



(966,758
)


(35.8
)%APAC/MEA region


199,275



175,373



(23,902
)


(12.0
)%Region total


3,550,165



2,633,055



(917,110
)


(25.8
)%Effect of foreign exchange loss from Venezuela






85,597



85,597



*Consolidated total

$
3,550,165


$
2,718,652


$
(831,513
)


(23.4
)%  
    *
    
    Percentage change not meaningful. 
  year-over-year
 
 
   
 
   
 71




---



##### Table of Contents



Gross
    Profit
    Gross Profit by
    Region
  
 Year Ended December 31,2008 Gross


2008 Gross


2009 Gross


2009 Gross


Gross ProfitProfit


Margin


Profit


Margin


Variance


%(In thousands, except percentages)U.S./Canada region

$
44,752



6.9
%

$
58,769



8.1
%

$
14,017



31.3
%Latin America region


174,284



6.5
%


140,014



8.1
%


(34,270
)


(19.7
)%APAC/MEA region


76,962



38.6
%


80,257



45.8
%


3,295



4.3
%Region total


295,998



8.3
%


279,040



10.6
%


(16,958
)


(5.7
)%Effect of foreign exchange loss from Venezuela










85,596







85,596



*Consolidated total

$
295,998



8.3
%

$
364,636



13.4
%

$
68,638



23.2
%  
    *
    
    Percentage change not meaningful.     
   
  Selling,
    General and Administrative
     72




---



##### Table of Contents



Selling, General
    and Administrative by Region
  
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
22,141


$
23,268


$
1,127



5.1
%Latin America region


90,629



69,551



(21,078
)


(23.3
)%APAC/MEA region


28,334



31,118



2,784



9.8
%Corporate and other


33,183



37,869



4,686



14.1
%Consolidated total

$
174,287


$
161,806


$
(12,481
)


(7.2
)%  
     
   
    
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
4,659


$
5,528


$
869



18.7
%Latin America region


19,176



18,485



(691
)


(3.6
)%APAC/MEA region


9,348



10,856



1,508



16.1
%Unallocated Corporate and other(a)






3,000



3,000



*Corporate and other

$
33,183


$
37,869


$
4,686



14.1
%  
    *
    
    Percentage change not meaningful.(a)
    
    Unallocated Corporate and other expenses in 2009 consisted of
    expenses incurred with our initiative of public company
    readiness, which are not allocated to our regions. 73




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Provision for
    Bad Debts
    Provision for Bad
    Debts by Region
  
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
652


$
964


$
312



47.9
%Latin America region


1,934



5,281



3,347



173.1
%APAC/MEA region


150



190



40



26.7
%Consolidated total

$
2,736


$
6,435


$
3,699



135.2
%  
  Depreciation
    and Amortization
    Depreciation and
    Amortization by Region
  
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
1,251


$
2,505


$
1,254



100.2
%Latin America region


6,058



8,314



2,256



37.2
%APAC/MEA region


2,047



2,638



591



28.9
%Corporate and other


561







(561
)


(100.0
)%Consolidated total

$
9,917


$
13,457


$
3,540



35.7
%  
  Operating
    Income
   74




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Operating Income
    by Region
  
 Year Ended December 31,2008


2009


Variance


%(In thousands, except percentages)U.S./Canada region

$
16,049


$
26,504


$
10,455



65.1
%Latin America region


56,487



38,383



(18,104
)


(32.1
)%APAC/MEA region


37,083



35,455



(1,628
)


(4.4
)%Corporate and other


(561
)


(3,000
)


(2,439
)


*Region total


109,058



97,342



(11,716
)


(10.7
)%Effect of foreign currency loss from Venezuela






85,596



85,596



*Consolidated total

$
109,058


$
182,938


$
73,880



67.7
%  
    *
    
    Percentage change not meaningful.     
   
  Interest
    Income
    Interest
    Expense
    Other Income
    (Expenses), Net
    Foreign
    Exchange Losses, Net
   75




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Provision for
    Income Taxes
    Income from
    Continuing Operations
    (Loss) Income
    from Discontinued Operations, Net of Taxes
    Non-Controlling
    Interest
    Quarterly
    Financial Data
    Mar 31,


Jun 30,


Sep 30,


Dec 31,


Mar 31,


Jun 30,


Sep 30,


Dec 31,


Mar 31,2009


2009


2009


2009


2010


2010


2010


2010


2011(In thousands)(Unaudited)Revenue(1)

$
625,132


$
598,505


$
646,122


$
848,893


$
767,377


$
1,049,794


$
1,136,315


$
1,659,377


$
1,267,874Gross profit


60,316



87,624



120,976



95,720



84,699



94,424



97,207



117,554



110,564Net income (loss) from continuing operations


6,130



25,265



18,442



5,904



(4,100
)


19,440



13,273



12,073



18,670(Loss) income from discontinued operations, net of income taxes


(1,109
)


3,998



(294
)






(9
)


(532
)


(380
)






(32
)Net income (loss)

$
5,021


$
29,263


$
18,148


$
5,904


$
(4,109
)

$
18,908


$
12,893


$
12,073


$
18,638     (1)
    
    Sales of wireless devices are
    seasonal with demand normally being highest in the fourth
    quarter.  Liquidity and
    Capital Resources
   76




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Comparative
    Cash Flows
  Year Ended December 31,

Three Months Ended March 31,2008

2009

2010

2010

2011(Unaudited)(In thousands)Cash and cash equivalents at end of period

$
122,057


$
239,859


$
159,161


$
131,799


$
102,541Net cash provided by (used in) operating activities


229,866



248,201



(159,307
)


(111,289
)


(27,723
)Net cash used in investing activities


(7,530
)


(84,338
)


(37,747
)


(20,549
)


(13,813
)Net cash (used in) provided by financing activities


(194,583
)


(41,927
)


109,484



21,717



(20,247
)   Net Cash Provided
    by (Used in) Operating Activities
            Net Cash Used in
    Investing Activities
   77




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Net Cash (Used
    in) Provided by Financing Activities
     
   
    Liquidity
    Overview
 
   
 
   
 78




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Indebtedness
    GrossDebt

Country

Total Size


Outstanding


Availability(a)(In millions)Revolving credit facility

United States

$
500.0


$
53.9


$
334.3Senior notes(b)

United States


250.0



250.0



Trade facilities

United States


50.0







50.0Bank facilities  U.S. operations

United States


4.7



4.7



Bank facilities  foreign operations(b)

Various


200.5



141.7



50.3Total



$
1,005.2


$
450.3


$
434.6     (a)
    
    Gross availability is calculated based on total facility size
    less outstanding balance and reserves for letters of credit. 79




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##### Table of Contents



(b)
    
    In May 2011, we issued an additional $100.0 million
    aggregate principal amount of 2016 Notes under the indenture
    dated November 30, 2010, pursuant to which we have
    previously issued $250.0 million aggregate principal amount
    of 2016 Notes.(c)
    
    Includes Argentina, Australia, Brazil, Dominican Republic,
    Malaysia, Mexico, Peru, Singapore, South Africa, Turkey and
    Vietnam bank facilities, but excludes United States bank
    facilities.  Revolving Credit
    Facility
 
   
 
   
    Senior Notes due
    2016
   80




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##### Table of Contents




    incur additional debt;
    make certain payments, including dividends or other
    distributions, with respect to our capital stock, or prepayments
    of subordinated debt;
    make certain investments or sell assets;
    create certain liens or engage in sale and leaseback
    transactions;
    provide guarantees for certain debt;
    enter into restrictions on the payment of dividends and other
    amounts by subsidiaries;
    engage in certain transactions with affiliates;
    consolidate, merge or transfer all or substantially all our
    assets; and
    enter into other lines of business.      Trade Financing
    Facilities
    U.S.
    Bank
 
   
  Export
    Development Canada
   81




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Sabadell
    Bank
 
   
  Bank Promissory
    Notes
    Bank
    Facilities
 
  /
 
 
   
  Capital
    Leases
 
   
  Interest Rate
    Swap Agreements
     82




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Convertible
    Subordinated Senior Notes and Redeemable Convertible Preferred
    Stock
           83




---



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Cash
    Requirements
   
   
 84




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodsWithin One


One to Three


Three to Five


More ThanTotal


Year


Years


Years


Five Years(In thousands)Revolving credit facility(1)

$



$



$



$



$
Trade and other bank facilities, including capital leases


203,805



201,219



2,111



180



295Senior notes(2)


250,000















250,000Contractual debt repayment(3)


453,805



201,219



2,111



180



250,295Upfront fees(4)


4,015



4,015











Non-cancelable operating lease(5)


38,907



10,685



15,905



8,135



4,182Interest on senior notes and capital leases(6)


141,008



24,010



47,669



47,544



21,785Uncertain tax positions(7)


















637,735



239,929



65,685



55,859



276,262Redeemable convertible preferred stock(8)


409,090















Total

$
1,046,825


$
239,929


$
65,685


$
55,859


$
276,262     (1)
    
    As of December 31, 2010, there was $83.7 million in
    outstanding letters of credit under our revolving credit
    facility.(2)
    
    In May 2011, we issued an additional $100.0 million
    aggregate principal amount of 2016 Notes under the indenture
    dated November 30, 2010, pursuant to which we have
    previously issued $250.0 million aggregate principal amount
    of 2016 Notes.(3)
    
    See Note 9, Debt, to our consolidated financial
    statements includes elsewhere in this prospectus.(4)
    
    Represents upfront fees related to our exclusive distribution
    and service agreements with Telefonica International, S.A.U.,
    and subsidiaries. The agreement gives us the exclusive rights to
    sell netbooks (smaller and less expensive version of laptop) and
    provide other logistics services throughout Latin America to
    Telefonica subsidiaries. Amounts are based upon the payment
    schedule within the distribution and services agreement.(5)
    
    Represents future lease payments associated with vehicles,
    equipment and properties under operating leases. Amounts are
    based upon the general assumption that the leased asset will
    remain on lease for the length of time specified by the
    respective lease agreements. No effect has been given to
    renewals, cancellations, contingent rentals or future rate
    changes.(6)
    
    Total debt matures at various dates through 2016 and bears
    interest at various interest rates. We have reflected interest
    that is attributable to existing capital leases and our senior
    notes, all of which have fixed interest rates. The interest
    reflected does not consider potential refinancing of expiring
    debt obligations, or prepayments. We have not reflected interest
    attributable to our revolving credit facility or other trade and
    bank facilities, as the amounts due under these facilities vary
    by period.(7)
    
    We have excluded liabilities related to uncertain tax positions
    recognized under ASC 740 Income Taxes, as we are unable
    to reasonably estimate the ultimate amount or timing of
    settlement. See Note 12 to our consolidated financial
    statements included elsewhere in this prospectus for further
    information. 85




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##### Table of Contents



(8)
    
    The liquidation value of our Series B, C, D and E
    Redeemable Convertible Preferred Stock includes accrued but
    unpaid dividends. Our redeemable convertible preferred stock has
    no stated maturity and may be redeemed at the option of the
    holder upon change of control. As such, as of December 31,
    2010, the redemption date was unknown and payment is not
    reflected in a particular period and additional dividend
    accruals are not reflected through the redemption date, since
    such date was unknown as of December 31, 2010. Dividends on
    our Series B, C and D Redeemable Convertible Preferred
    Stock are calculated based on the liquidation value of the
    redeemable convertible preferred stock and dividend rates, which
    will increase by 1.0% annually, commencing September 30,
    2011, to a maximum of 15.0%.  Other
    Contractual Commitments
 
   
    Off-Balance Sheet
    Arrangements
 
   
  Impact of
    Inflation and Changing Prices
    Seasonality and
    Fluctuations in Operating Results
   86




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Material
    Weaknesses and Remediation Efforts
        Critical
    Accounting Policies and Estimates
     87




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##### Table of Contents



Revenue
    Recognition
  605-10,
 
  605-25.
 
  605-25,
 
  605-45
 
  Allowance for
    Doubtful Accounts
   88




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##### Table of Contents



Inventory
    Valuation
    Value Added
    Tax
    Share Based
    Payments and Other Equity Transactions
 
   
   89




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##### Table of Contents



Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Term


Value(a)(In thousands)Outstanding as of January 1, 2008


1,639,992


$
13.46Granted


1,510,250



14.83Exercised






Forfeited


(846,587
)


13.99Outstanding as of December 31, 2008


2,303,655


$
14.17



8.34


$
Exercisable as of December 31, 2008


877,833


$
12.00



6.39


$
Outstanding as of January 1, 2009


2,303,655


$
14.17Granted


975,000



15.00Exercised


(2,000
)


8.00Forfeited


(956,885
)


14.66Outstanding as of December 31, 2009


2,319,770


$
14.32



7.96


$
69Exercisable as of December 31, 2009


919,145


$
12.94



6.14


$
69Outstanding as of January 1, 2010


2,319,770


$
14.32Granted


852,500



30.00Exercised


(6,100
)


12.92Forfeited


(242,225
)


15.09Outstanding as of December 31, 2010


2,923,945


$
18.83



7.90


$
32,660Exercisable as of December 31, 2010


1,348,945


$
15.45



6.69


$
19,628     (a)
    
    The aggregate intrinsic value represents the amount by which the
    fair value of underlying stock exceeds the option exercise price
    for the periods presented. 
   
    
    We have elected to calculate the average expected life based on
    the simplified method described in ASC 718 for all
    at-the-money
    grants, as we believe it will be a better representation of the
    estimated life than our actual limited historical exercise
    behavior. For grants where the exercise price is significantly
    higher than the estimated fair value of the common stock at
    grant date, we use the Monte Carlo Simulation method to estimate
    expected option life.
    We use an expected dividend yield of zero, since we do not
    intend to pay dividends on our common stock for the foreseeable
    future.
    The risk-free interest rate is based on U.S. Treasury
    zero-coupon issues with a remaining term equal to the expected
    option life assumed at the date of grant. 90




---



##### Table of Contents




    In 2010, the expected volatility is based on the average
    volatility of up to 19 companies within various SIC industries
    as management believes that we fit the profile of the companies
    selected. In 2008 and 2009, the expected volatility was based on
    a weighting of the volatility of 10 companies within the SIC
    Industry 5065, Electronic Parts and Equipment, not Elsewhere
    Classified, as management believed we fit the profile of the
    companies selected. The group of companies selected was then
    divided in two groups, and each group was given a different
    weight based on what management believed was appropriate, using
    each groups past financial history.
    Forfeitures are estimates using historical experience and
    projected employee turnover.    Fair Value of
    Financial Instruments
 
   
  Income
    Taxes
     91




---



##### Table of Contents



Recently Issued
    Accounting Pronouncements
  2009-13,
  Quantitative and
    Qualitative Disclosures about Market Risk
  Concentration
    of Credit Risk
    Exchange Rate
    Risk Management
   
   
   92




---



##### Table of Contents



Interest Rate
    Risk Management
       93




---



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BUSINESS  Overview
 
   
 
   
 
 
 
  
    Value-Added Distribution Servicesare provided to
    manufacturers of wireless devices and related accessories,
    operators, retailers and enterprises. Our services include
    (i) product distribution from manufacturer locations to the
    point of sale, (ii) manufacturing and assembly of mobile
    devices, (iii) channel development and management, where we
    assist a manufacturer to establish their brand in a new market,
    and (iv) marketing. Some examples of these services include
    selling wireless devices to customers; transporting wireless
    devices from a manufacturing facility to wireless specialized
    stores in another geographic region, managing the customs and
    importation process; preassembly of individual items into
    ready-to-ship kits, packing and programming of wireless devices
    in different languages; and managing sales and marketing
    activities for wireless devices at the point of sale. Over 90%
    of our revenue is derived from sales of wireless devices, a part
    of our value-added distribution services that operates on a
    high-volume, low-margin basis. 
 
  
    Supply Chain Optimization Servicesare provided to
    manufacturers, operators and retailers. Our services include
    (i) advising customers on what devices to stock,
    (ii) providing business intelligence, such as product
    demand and pricing trends, (iii) managing the distribution
    process (forward logistics) and (iv) managing inventory
    returns and the disposal of devices (reverse logistics). An
    example of these services is an operator utilizing our processes
    and tools to select and maintain its device portfolio and
    procure devices using our sourcing and business intelligence
    database and portal. 
 
  
    Retail Servicesare provided to manufacturers,
    operators, retailers and enterprises. Our services include
    (i) retail management outsourcing, where we help educate a
    retailers sales force on the different characteristics and
    capabilities of various wireless devices,
    (ii) merchandising and promotion management, where we
    select and purchase devices for promotions, market them at the
    optimum price and manage the returns process, and
    (iii) virtual inventory and multichannel services, where
    retailers can sell devices without having to stock them in their
    stores. Some examples of these services include operators using
    our services to run and staff their stores and kiosks, and mass
    retailers outsourcing the management of the sale of wireless
    devices to us. 
 
  
    Government and VARs Servicesare provided to
    governments and to enterprises through VARs. Our services
    include (i) acting as the master agent, where we activate
    wireless devices, (ii) providing a customized billing
    platform and (iii) distributing and selling software
    products. An example of these services is an organization using
    our standardized and consolidated billing platform, which we
    generate from multiple mobile carriers, to allow the
    organization to track employee usage of the devices and
    administer billing from a consolidated system. 
 94




---



##### Table of Contents




    Consumer Servicesare provided to end users
    through manufacturers, operators, retailers and enterprises. Our
    services include (i) handset protection insurance and
    extended warranty and (ii) device trade-in and buy back. An
    example of these services is an operator who offers our handset
    insurance services and extended warranty products to its
    customers. 
 
   
 
   
 
   
 
   
 
  Wireless Device
    Industry Overview
 
 
  e-readers 1
 
 
    1 Forecast: Mobile Devices, Worldwide, 2008-2015,
    1Q11 Update.
 
 95




---



##### Table of Contents



e-readers,
 
  1 1 2 2
 
   
 
   
 
   
  
    Manufacturers needing to introduce new wireless devices to the
    market at a faster rate;
    Operators needing to meet customers demands for increased
    choice;
    Retailers needing to efficiently sell an increasingly large and
    rapidly changing set of available devices; and 
  
    Enterprises needing to reduce the cost of and simplify the
    management of their wireless devices and monthly rate plans. 
 
   
    2 Forecast: Connected Mobile Consumer Electronics,
    2008-2015, 1Q11 Update.
 96




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##### Table of Contents



Challenges Faced
    by Wireless Device Industry Participants
 
 
   
  Challenges
    faced by Manufacturers
  
    Increasing need for faster product
    time-to-market;
    Increasing number of distribution channels through which
    products are sold;
    Increasing pressure on average selling price and wireless device
    margins;
    Ability to accurately forecast consumer demand trends for
    wireless products;
    Ability to reach a broadening set of consumers on a global basis;
    Difficulties and costs associated with customization for
    specific markets;
    Lack of local importation and manufacturing expertise in certain
    markets and geographies;
    Ability to manage high return rates of products and reverse
    logistics, or the logistics associated with their
    returns; and
    Ability to efficiently manage working capital.  Challenges
    faced by Operators
  
    Ability to increase ARPU and maximize customer retention rate;
    Ability to forecast demand for particular devices in different
    markets and geographies;
    Higher subscriber retention costs arising from increasing
    handset subsidies and declining contract prices;
    Complexity of distributing devices to customers in developing
    markets;
    Growing complexity and rapid evolution of handset and
    activatable device offerings;
    High degree of bargaining power of manufacturers, especially for
    smaller operators;
    Ability to manage inventory levels and availability;
    Ability to manage high product return rates; and
    Need to achieve or maintain a high degree of customer
    satisfaction.  Challenges
    faced by Retailers
  
    Ability to manage the increasingly complex wireless device
    category, which has not traditionally been a primary area of
    focus and which includes a broad array of wireless devices and
    multiple operator plans;
    Need to efficiently manage working capital to mitigate inventory
    obsolescence; 97




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##### Table of Contents




    Ability to drive strong sales and profit per square foot;
    Ability to effectively manage inventory at retail locations;
    Capacity to have updated information technology systems that are
    optimized for wireless activations;
    Ability to accurately forecast consumer buying trends and
    determine the optimal overall product mix;
    Need to react quickly to changing consumer preferences;
    Need to offer differentiated products in the wireless product
    category in a highly competitive market;
    Ability to hire, train and incentivize staff to sell and
    implement highly complex services like activation, particularly
    in low service retail environments; and
    Need to execute retail strategy for the wireless product
    category, down to individual points of sale.  Challenges
    faced by Enterprises
  
    Ability to manage the increasingly complex wireless device
    category, which includes a broad array of wireless devices and
    multiple operator plans;
    Ability to manage activation of devices and selection of plans;
    Ability to reconcile commissions and oversee commission
    management with operators;
    Ability to manage subsidies;
    Capacity to integrate systems into operator systems; and
    Opportunity to access a broad portfolio of wireless devices at a
    competitive price. 
   
 
  Our Value
    Proposition for the Key Participants in the Wireless Device
    Industry
 
 
   
 
  
    Manufacturers.  We offer manufacturers a suite
    of services to help them move their products to market faster
    and to more locations around the world. We primarily help to
    generate demand and distribute products for manufacturers. Our
    global infrastructure, scale, local expertise, wireless
    expertise and business intelligence, distribution network and
    business relationships allow us to develop a broad array of
    customized services for our manufacturer customers. Our services
    enable them to focus on their core competencies and help extend
    their reach, optimize their inventory levels and further drive
    increased profitability and market share. 
 
  
    Operators.  We provide operators with a
    comprehensive set of services to optimize their product
    selection and assist them in sourcing products at attractive
    pricing and meeting their delivery requirements in different
    markets. Our tools and services help operators improve the 
 98




---



##### Table of Contents



execution of their core business strategy, which is centered on
    managing the wireless customers experience and maximizing
    ARPU. This is particularly important as the operators
    success shifts from acquiring customers to generating the
    maximum amount of revenue from each customer, during the course
    of the customer relationship. For example, our tools allow
    operators to see profit per device in real-time, and allow them
    to make informed decisions about which products to subsidize,
    which products to market and which products to discontinue. Our
    solutions also allow for greater pricing visibility and improved
    demand forecasting, which help operators reduce the cost of
    device acquisition, improve inventory supply planning and
    product lifecycle management and ultimately enhance both
    profitability and end-user satisfaction.  
    Retailers.  We provide retailers with services
    that improve the profitability and performance of their wireless
    device sales, both in-store and online. The wireless device
    category is complex to manage, with high working capital
    requirements, and increasingly short product lifecycles. Our
    services help retailers simplify management of this category,
    analyze consumer habits and trends and ensure that products
    which are in demand are delivered to specified retail locations
    within targeted timeframes, and sold at competitive prices, to
    maximize sales and profitability. We provide our retail
    customers with tools and information that facilitate their
    demand planning, inventory management, forecasting and product
    replenishment processes that allow retailers to maintain low
    inventory levels while meeting consumer demand. We also offer
    services that increase the speed at which wireless devices are
    sold. An example of the services we offer retailers is our
    virtual inventory program where retailers stock a small number
    of devices in-store but are provided access to a broad range of
    products through an in-store portal that facilitates orders
    being delivered within 24 hours to the consumer or retailer. 
  
    Enterprises.  We provide small and medium
    businesses, enterprises, government organizations and each of
    their end users with access to cost-effective wireless voice and
    data communication devices through their preferred retailer or
    IT reseller. Our tools and services assist enterprises (through
    their IT reseller service providers) and consumers (through
    their retail environments) by simplifying the procurement,
    activation and administration of their wireless devices. Our
    tools allow organizations to view and administer their bills in
    a consolidated system to gain better insight into employee usage
    and behavior. Our automated activation portals enable
    organizations and consumers to seamlessly activate their devices
    quickly and without hassle. Our government and VARs and consumer
    services simplify the mobile experience for end users by
    enabling small and medium businesses, enterprises and government
    organizations to outsource many critical, but non-core,
    functions to us. In addition, our recent acquisition of
    eSecuritel, a leading provider of wireless handset protection
    and replacement services, will allow our customers to offer
    insurance and extended warranties to their customers thereby
    helping them increase customer satisfaction, drive customer
    loyalty and increase customer retention rate. eSecuritel
    provides cell phone and wireless products insurance services for
    more than 40 regional carriers and independent dealers in North
    America and to over 650,000 insured subscribers. 
  Our Competitive
    Strengths
   
  
    Large, Global Services Provider for the Wireless Device
    Industry.  We are present in 51 countries and
    territories on six continents and believe we have a leading
    global distribution infrastructure platform to support the
    wireless device industry. Our extensive experience,
    infrastructure, scale and local reach create a significant
    competitive advantage over regional competitors because we are
    able to decrease the delivery time of wireless devices and
    provide our customers with increased visibility into their
    supply chain. Our significant scale and geographic reach,
    together with our extensive customer relationships, would be
    difficult and costly to replicate. 
 99




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
    Strong Relationships with Manufacturers, Operators,
    Retailers and Enterprises.  We have
    relationships with over 200 manufacturers, 210 network
    operators, 12,000 retailers and 6,400 technology VARs, including
    some of the leading names in the wireless device industry. Some
    of our customers have been with us for over 10 years and we
    have been successful at both growing our customer base and
    growing the number of services we provide each of our customers.
    For example, we started offering value-added distribution
    services to one manufacturer in Latin America four years ago and
    now provide that manufacturer with services in the U.S., Europe
    and over 30 markets in the APAC/MEA region. Initially we offered
    only value-added distribution services to operators and
    retailers and now we provide a full suite of
    end-to-end
    services and solutions. Our position as a key participant in the
    wireless device supply chain and our extensive customer
    relationships, coupled with our wireless expertise, global
    footprint and scale, enable us to improve the efficiency of
    interactions among different participants in the wireless device
    supply chain, hence providing significant value for our
    customers. 
 
  
    Differentiated Services Offerings.  We
    have been successful at leveraging our global infrastructure and
    our wireless device industry knowledge and data to provide
    customers with innovative, differentiated and targeted
    solutions. We launched our supply chain optimization, retail,
    government and VARs and consumer services based on key insight
    and knowledge from our distribution business, and work closely
    with our customers to create tailored services to meet our
    customers particular needs. As we add additional service
    offerings, we gain additional data and insight, thereby further
    increasing the value of our services to all the participants in
    the wireless device industry. By consistently delivering
    additional service offerings to our customers, we become part of
    our customers supply chains, creating stronger customer
    relationships. We believe this collaborative approach and our
    track record of quality service and execution creates loyal
    customer relationships. 
 
  
    Innovative Technology-Based Service
    Platform.  Our technology-based service
    platform provides us with extensive real-time data across the
    wireless device supply chain and enables us to provide
    consulting services and tools to our customers for better
    decision making. Our technology has been developed internally
    over time and is designed to layer onto our customers own
    technology infrastructure. For example, our platform captures
    real-time supply chain data and device profitability metrics,
    which enables our customers to make better marketing and
    production decisions. Our information technology tools allow us
    to initiate a relationship with a customer on a targeted basis,
    with selected solutions, and enable us to expand our services to
    the customer over time. In addition, our information technology
    platform layers on top of our customers existing
    information technology infrastructure, which not only
    facilitates ease of implementation but also creates a fixture
    within that customers information technology organization. 
 
  
    Strategically Positioned to Anticipate Industry
    Opportunities.  Our visibility into the
    wireless device supply chain allows us to anticipate and
    capitalize on profitable growth opportunities. Since our
    inception, we have successfully aligned our platform of services
    with attractive growth opportunities. Our distribution platform
    enabled us to identify and execute on a services opportunity in
    the APAC/MEA region, which allowed us to provide innovative
    services to operators in that region and subsequently across all
    our regions. Furthermore, we anticipated growth in the
    smartphone market and aligned ourselves with key manufacturers
    to take advantage of this growth. Our global business model
    enables us to leverage our learning and observations from one
    region to another to anticipate customer needs and associated
    business opportunities. Additionally, our participation across
    the wireless device supply chain and our diverse relationships
    within the wireless device industry, coupled with our global
    footprint, make us less dependent on any one area of the
    wireless device industry in any particular geography. 
  
    Innovative Culture and Management Team with a Successful
    Track Record.  Our management team, led by our
    Chairman, Chief Executive Officer and largest stockholder, R.
    Marcelo Claure, has extensive industry experience. Our
    management team has developed a 100




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culture that emphasizes innovation, which has enabled us to
    grow and diversify our business and enhance the value
    proposition for our customers. 
 
   
  Our
    Strategy
 
   
 
  
    Continue to Expand our Services
    Offering.  We intend to continue to leverage
    our global infrastructure, scale and strong customer
    relationships to expand our services offerings. For example, we
    recently acquired eSecuritel, which provides handset protection
    and replacement services. We intend to continue to utilize the
    visibility we have into the wireless device supply chain to
    identify challenges faced by existing and new customers and
    provide them with solutions that address their needs. We see
    significant opportunity for new services which we believe will
    provide significant value for our customers. 
  
    Expand into New Geographies.  We intend
    to continue our disciplined approach to entering and penetrating
    new markets. We believe our exposure to the entire wireless
    device industry positions us to evaluate and pursue additional
    high growth geographies to further drive our growth and
    profitability. For example, we recently launched our services in
    Vietnam and Thailand and we are exploring opportunities in India
    and China. 
  
    Continue to Expand our Business with New and Existing
    Customers.  We intend to leverage our broad
    array of services and expertise to continue to grow our business
    by increasing the number of services we provide to our existing
    customers. Furthermore, we believe there are many opportunities
    for us to develop new relationships with existing industry
    players whom we do not yet serve. Our industry is fragmented,
    which we believe presents us with many opportunities to expand
    our business and capture not only growth from underlying
    wireless device industry fundamentals, but also growth from
    increased market share. 
  
    Pursue Strategic Partnerships, Investments and
    Acquisitions.  In addition to organic growth,
    we plan to pursue strategic partnerships, investments and
    acquisitions to expand our services offering as well as our
    geographic footprint. We will continue to evaluate investments
    and will pursue those that meet our specific criteria for size,
    growth and profit potential. 
  Our Geographic
    Footprint
 
 
   
 101




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U.S./Canada
 
   
  Latin
    America
 
   
 
  APAC/MEA
 
 
   
  Europe
 
   
 102




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T-Mobile.
 
 
   
  Our
    Services
 
   
 
   
 
   
  103




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Value-Added
    Distribution Services
 
 
 
 
   
 
  
    Product Distribution Services We have over
    one million square feet of product distribution capacity,
    including primary facilities in Auckland, Hong Kong,
    Libertyville, Melbourne, Mexico City, Miami and Singapore. In
    addition, we have access to facilities in Europe which are owned
    or leased by our joint venture partner, Tech Data, but we do not
    own or lease any of these properties. Our inventory management
    is centralized and we collect real-time data on product
    shipments and inventory worldwide. We make arrangements with
    third-party shipping companies to ship on a
    just-in-time
    basis to our customers warehouse locations and to various
    points of sale throughout the geographic regions in which we
    operate. Shipping on a
    just-in-time
    basis enables our customers to minimize the amount of inventory
    they hold and only utilize what inventory is needed to fulfill
    customer demand. 
 
  
    Manufacturing and Assembly Services We
    offer contract manufacturing capabilities to our customers for
    the manufacture of wireless devices using a semi-knocked
    down manufacturing process. This process involves the
    import/export of semi-complete parts of wireless devices that
    have been assembled to some degree. We provide full management
    of the production cycle from materials planning to final
    invoicing in this manufacturing process to provide our customers
    with tax advantages they can realize through local
    manufacturing. Examples of processes are: components receiving
    and incoming quality control, hardware assembly, hardware
    functional testing and verification, in-process and outgoing
    quality control, supplier development and quality management,
    product engineering, final customization, software control and
    inbound and outbound logistics. The wireless devices we assemble
    are designed by manufacturer customers and we perform
    manufacturing to their specifications. 
 104




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
    Channel Development and Management We help
    our customers sell their products in new geographic markets by
    helping them develop a market-entry plan, introducing them to
    local organizations, developing their brand and facilitating
    their product introduction and product management. 
 
  
    Marketing We offer market profiling,
    market data trend analysis and business intelligence services in
    local markets. Our services also include providing marketing
    agency management, providing consumer promotions, creating
    promotional materials, providing point of sale support, training
    sales personnel and designing incentive and loyalty programs. 
 
  Supply Chain
    Optimization Services
 
 
   
 
  
    Device Portfolio Management We utilize
    our industry knowledge to provide our customers with up-to-date
    information on sales and pricing trends. For operators, we
    advise them on the optimal combination of wireless device, plan,
    price point, and geographic location. For retailers, we advise
    them on what devices to stock in their inventory. 
 
  
    Strategic Sourcing and Business Intelligence We organize and lead collaborative planning
    and forecasting meetings for our operators and retailers. For
    manufacturers, we conduct performance reviews and use our
    proprietary supplier collaboration portal to track their
    performance. We also manage new product introductions and
    relationships with vendors including assisting our customers
    with their product placement, marketing and packaging. 
 
  
    Forward Logistics and Fulfillment We
    use our proprietary serialized inventory management technology
    to manage wireless devices with specific serial numbers. We
    effectively assemble, warehouse, pack, kit and ship serialized
    wireless devices on behalf of our customers at high speed and
    with accuracy. 
 
  
    Inventory Management We utilize demand
    planning (forecasting), demand and supply balancing and
    inventory replenishment processes and have developed tools to
    maximize device availability in the warehouse and customer
    stores while minimizing operational costs. Our unified order
    management portal provides real-time information on stock
    orders, availability and estimated arrival times, credit limits
    and payables. Our system also provides automatic replenishment
    to optimize inventory levels and ensure that wireless device
    inventories are stocked appropriately. 
 
  
    Reverse Logistics We provide reverse
    logistics services, which include managing the returns of
    devices from the collection point back to an operations center
    for assessment and warranty validation. Reverse logistics
    services can be designed for asset recovery, exchange
    management, refurbishment and repair or disposal, all of which
    help our customers to reduce their costs. 
 
  Retail
    Services
 
 
   
 
  
    Retail Management Outsourcing We help
    manage wireless devices for retailers by helping them select the
    right product mix, conducting promotions and managing pricing.
    Our services combine in-store training with our structuring
    performance incentives to achieve results by 
 105




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##### Table of Contents



increasing sales force accountability. In some countries,
    retailers or operators use us to manage the complete wireless
    category within a store. In such situations, we choose the
    wireless devices to be sold in the store, we activate wireless
    services and we staff the wireless store within the
    retailers store, but the store itself is either owned or
    leased by the operator or retailer. 
 
  
    Merchandising and Promotion Management These services are often referred to as
    in-store services whereby we provide retail store product
    placement diagrams (planograms), packaging, promotional displays
    as well as consulting services for the wireless product
    category. We also work with manufacturers and operators to
    create training programs that educate the sales teams at the
    point of sale. 
 
   
 
  
    Virtual Inventory and Multichannel Services Our proprietary virtual inventory system
    allows retailers to offer an endless aisle of
    products by providing the choice of an online catalog in store.
    We have a number of patent-pending technologies, including
    Serial on Demand technology for serialized wireless devices,
    which enable a customer to purchase a serialized wireless device
    online and have it activated and shipped directly to them. Our
    automation systems can select, reserve, pick and ship unique and
    serialized devices in real time. 
 
   
 
  Government and
    VARs Services
 
 
   
 
  
    Master Agent We activate wireless
    devices on behalf of wireless carriers and assist with
    customizing device and rate plans that are more economical for
    the customer. 
 
  
    Customized Billing Platform We provide
    a standardized and consolidated bill to the customer which
    tracks the sales and usage of wireless devices with multiple
    wireless carriers, which provides for more effective management
    of billing. 
 
  
    Software Sales and Distribution Services We provide customers with wholesale prices
    for software products and accessories, including BlackBerry
    enterprise solutions, GOOD mobile messaging and third party
    applications. This enables the customer to procure mobile
    devices and software from a single source. 
 
  Consumer
    Services
 
 
   
 106




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
    Device Insurance and Extended Warranty We provide insurance and warranty services
    for wireless devices to consumers, who want to protect their
    increasingly sophisticated phones and mobile devices, and to
    operators and retailers, who seek ways to increase customer
    loyalty. 
 
  
    Device Trade-in and Buy Back In June 2011,
    we began offering incentives to consumers to exchange or trade
    in their used devices at the point of sale. 
 
   
  Other Services
    and Products
 
   
 
   
  Suppliers and
    Customers
 
   
   
  
    Manufacturers such as RIM, Samsung, Motorola, LG and Nokia. 
 
  
    Operators such as America Movil, lusacell, Telefonica, Movilnet
    and Telstra. 
  
    Retailers such as Best Buy, Walmart and Wireless Advocates.
    Enterprises such as PC Connection. 
  Distribution
    Agreements
 
 
   
 107




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Services
    Agreements
 
 
  T-Mobile
 
 
   
 108




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##### Table of Contents



Sales and
    Marketing
 
   
      Competition
 
   
 109




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##### Table of Contents



Information
    Systems
  off-the-shelf
   
  back-up
 
  Regulation
 
   
 
  non-U.S. government
 
 110




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##### Table of Contents



Intellectual
    Property
    Employees
 
   
 
  
    18% were located in the United States and Canada; 
 
  
    63% were located in Latin America; 
 
  
    19% were located in APAC/MEA; and 
 
   
    Properties
 
   
 111




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##### Table of Contents



Region

Location

Square FeetU.S./Canada

5 facilities in the United States (Libertyville, Miami and
    Cambridge)

455,540Latin America

47 facilities in or serving Latin America, including Miami
    Distribution Center

686,076(Argentina, Bolivia, Brazil, Chile, Colombia, Dominican
    Republic, Ecuador, Guatemala, Mexico, Paraguay, Peru, Puerto
    Rico, Uruguay and Venezuela)APAC/MEA

24 facilities in the APAC/MEA Region

362,657(Australia, Hong Kong, Malaysia, New Zealand, Nigeria, South
    Africa, Vietnam, Thailand and Singapore)  
  Environmental
    Matters
    Legal
    Proceedings
 
   
  Corporate
    History
   112




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MANAGEMENT  Executive
    Officers and Directors
    
 Name

Age

PositionR. Marcelo Claure


40


Chairman and Chief Executive OfficerDennis J. Strand


50


Executive Vice President, Chief Financial Officer and DirectorMichael J. Cost


46


Global Chief Operating Officer and DirectorOscar J. Fumagali


57


Chief Treasury Officer and DirectorRod J. Millar


41


President, Brightstar EuropeArturo A. Osorio


41


President, Brightstar APAC/MEAOscar A. Rojas


44


President, Brightstar Latin AmericaRafael M. de Guzman III


38


Vice President of Strategy and DirectorSteven I. Bandel


58


DirectorCharles H. Fine


54


DirectorAlan E. Goldberg


56


DirectorLance L. Hirt


43


DirectorRobert D. Lindsay


56


DirectorThomas J. Meredith


60


DirectorAndrew S. Weinberg


37


Director  
  R. Marcelo Claure
  Dennis J. Strand
  Michael J. Cost
 113




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##### Table of Contents



Oscar J. Fumagali
 
 
  Rod J. Millar
 
  Arturo A. Osorio
 
  Oscar A. Rojas
  Rafael M. de Guzman III
  Steven I. Bandel
 114




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Charles H. Fine co-director
 
  Alan E. Goldberg
 
 
  Lance L. Hirt
 
 
  Robert D. Lindsay
 
  Thomas J. Meredith
 115




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##### Table of Contents



Andrew S. Weinberg
 
  Board
    Composition
       116




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##### Table of Contents



Board
    Committees
  Audit
    Committee
      
    reviewing the audit plans and findings of our independent
    registered public accounting firm and our internal audit and
    risk review staff, as well as the results of regulatory
    examinations, and tracking managements corrective action
    plans where necessary;
    reviewing our financial statements, including any significant
    financial items
    and/or
    changes in accounting policies, with our senior management and
    an independent registered public accounting firm;
    reviewing our financial risk and control procedures, compliance
    programs and significant tax, legal and regulatory
    matters; and
    appointing annually our independent registered public accounting
    firm, evaluating its independence and performance, determining
    its compensation and setting clear hiring policies for employees
    or former employees of the independent registered public
    accounting firm.    Nominating and
    Corporate Governance Committee
    
    making recommendations to the board regarding the selection of
    candidates, qualification and competency requirements for
    service on the board and the suitability of proposed nominees as
    directors;
    advising the board with respect to the corporate governance
    principles applicable to us; 117




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
    overseeing the evaluation of the board and management;
    reviewing and approving in advance any related party
    transaction, other than those that are pre-approved pursuant to
    pre-approval guidelines or rules established by the
    committee; and
    establishing guidelines or rules to cover specific categories of
    transactions.  Compensation
    Committee
      
    Review and approve corporate goals and objectives relevant to
    the compensation of our Chief Executive Officer and other
    executive officers, evaluate our performance in light of those
    goals and objectives, and set the compensation of the Chief
    Executive Officer and other executive officers based on such
    evaluations.
    Review and make recommendations to the board of directors with
    respect to director compensation.
    Administer the issuance of stock options and other awards under
    our equity plans.
    Review and evaluate, at least annually, the performance of the
    compensation committee and its members, including compliance of
    the compensation committee with its charter.  Strategy
    Committee
    Compensation
    Committee Interlocks and Insider Participation
   118




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COMPENSATION
    DISCUSSION AND ANALYSIS  Named Executive
    Officer Compensation
    
 Name

TitleR. Marcelo Claure

Chairman and Chief Executive OfficerDennis J. Strand

Executive Vice President and Chief Financial OfficerOscar A. Rojas

President Brightstar, Latin AmericaArturo A. Osorio

President Brightstar, APAC/MEAMichael J. Cost

Global Chief Operating Officer  
    Executive
    Summary
      Overall
    Compensation Philosophy
      
    Support a one-company culture, providing consistency and equity
    but with the flexibility to manage locally.
    Drive performance outcomes in support of our business strategy. 119




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
    Ensure that the contributions of both individuals and teams are
    recognized and rewarded through performance-based assessment and
    compensation.
    Consider external market trends and best practices for
    market-driven, competitive compensation practices.
    Orient compensation policies towards total remuneration,
    offering a full spectrum of cash and non-cash rewards focused on
    building a high-performance workforce.
    Administer our compensation policies and practices on a fair and
    consistent basis, in a manner that is transparent and builds
    awareness, understanding and appreciation, based on a foundation
    of good governance, ethics and compliance and risk management.    Role of
    Management, Consultants and Others in Determining
    Compensation
          Benchmarking
    
    industry (as determined by Global Industry Classification
    Standard);
    size (approximately one-half to two times our revenue);
    business model (global footprint, distribution and services); and
    other performance measures (companies utilizing similar business
    metrics for performance-based compensation).   120




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Arrow Electronics, Inc.

Manhattan Associates, Inc.Avnet Inc.

ScanSource, Inc.Brightpoint Inc.

Synchronoss Technologies, Inc.CACI International Inc.

SYNNEX Corp.CH Robinson Worldwide Inc.

Tech Data Corp.DST Systems Inc.

United Stationers Inc.Genpact Ltd.

UTi Worldwide Inc.Ingram Micro Inc.    
   
 
 
 
   
  Elements of our
    Compensation Program
    
    Base salary;
    Annual performance bonus;
    Long-term incentive (stock options); and
    Other benefits and perquisites.    Base
    Salary
  day-to-day
 121




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##### Table of Contents



Name

2010 Base SalaryR. Marcelo Claure

$
1,500,000Dennis J. Strand

$
375,000Oscar A. Rojas(1)

$
350,000Arturo A. Osorio(2)

$
366,880Michael J. Cost

$
375,000    (1)
    Mr. Rojas joined the company on August 23, 2010. The
    salary presented above reflects his annualized pay.(2)
    Mr. Osorio is paid in Australian dollars and
    Mr. Osorios base salary has been converted to
    U.S. dollars using a conversion rate of 1AUD:USD0.9172.  Annual
    Performance Bonus
     
   
   122




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2010 Bonus Plan Payout Structure

Actual 2010Scorecard

Minimum

Target

Maximum

PerformanceComponent

Weighting

Performance

Performance

Performance

(Actual/% Payout)Financial/Operational MeasuresEBITDA


32
%

$
107.1M


$
119.0M


$
238.0M


$120.3M/101.1%ROIC


32
%


11
%


12.5
%


24
%

12.4%/99.2%CCC


16
%


57



51



26


42.0/117.6%Key Objectives


20
%






100
%





Varies  
    
 Total 20102010 Bonus

Payout Level: Financial/Operational Metrics

Payout Level Key

IncentiveName

Target(3)

EBITDA

ROIC

CCC

Objectives

PayoutR. Marcelo Claure

$
1,125,000


$
363,946


$
345,600


$
211,765


$
202,500


$
1,123,811Dennis J. Strand

$
375,000


$
121,315


$
115,200


$
70,589


$
60,000


$
367,104Oscar A. Rojas(1)

$
126,090














$
140,000
(5)

$
140,000Arturo A. Osorio(2)





$
838,000
(4)













$
838,000Michael J. Cost

$
375,000


$
121,315


$
115,200


$
70,589


$
52,500


$
359,604  
   (1)
    In connection with Mr. Rojas employment agreement, he
    is also eligible to receive a special bonus for achieving
    certain Latin America region EBITDA milestones. In 2010, the
    Latin America region did not generate sufficient earnings for
    Mr. Rojas to earn this bonus.(2)
    Mr. Osorio is paid in Australian dollars and his bonus
    amount will be converted to Australian dollars at the time of
    payment.(3)
    The 2010 Bonus Target has been prorated for a salary adjustment
    for Mr. Claure in 2010 and to account for the portion of
    2010 during which Mr. Rojas was actually employed by the
    company. 
  (4)
    Reflects APAC/MEA region EBITDA payout in conjunction with
    performance of the APAC/MEA region. 
  (5)
    Mr. Rojas incentive payout reflects his minimum
    guaranteed bonus for 2010 in connection with his employment
    agreement.   123




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Long-Term
    Incentive Plan
        Equity Grants
    and Stock Options
    Other Benefits
    and Perquisites
     124




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Description of
    Employment Agreements
 
  Description of
    Employment Agreement of R. Marcelo Claure
 
 
   
 
  gross-up
 
 
   
 
   
 
  Description of
    Other Employment Agreements in Effect in 2010
 
 
   
 
  Dennis J.
    Strand
 
 
   
 125




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Michael J.
    Cost
 
 
   
 
  Oscar A.
    Rojas
 
 
   
 
  Arturo A.
    Osorio
 
 
   
 
  Description of
    New or Amended Employment Agreements
 
 
   
 126




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##### Table of Contents



U.S.
    NEOs
 
 
  Term
 
 
   
 
  Compensation
 
 
   
 
  Termination and
    Termination Payments
 
 
   
 
   
 
  30-day
 
 
   
 127




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Covenants
 
 
  12-month 24-month
 
 
   
 
  Dennis J.
    Strand
 
 
   
 
  Michael J.
    Cost
 
 
   
 
  Oscar
    Rojas
 
 
   
 
  Arturo A.
    Osorio
 
 
   
 
   
 128




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##### Table of Contents



24-month
 
 
 
 
  Stock Option
    Plans and Other Benefits
 
    Conclusion
   129




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##### Table of Contents



EXECUTIVE
    COMPENSATION
    Summary
    Compensation Table Fiscal Year 2010
  
 Non EquityIncentive PlanOption

Compensation

All OtherSalary(1)

Bonus(2)

Awards(4)

(6)

Compensation

TotalName and Principal
    Position

Year

($)

($)

($)

($)

($)

($)R. Marcelo Claure


2010



1,245,000



202,500







921,311



239,066
(7)


2,607,877Chairman and Chief Executive OfficerDennis J. Strand


2010



375,000



60,000







307,104



3,675



745,779Executive Vice President and Chief Financial OfficerOscar A. Rojas


2010



126,090



190,000
(3)


3,079,758
(5)










3,395,848President, Brightstar Latin AmericaArturo A. Osorio


2010



374,905











838,000



6,977



1,219,882President, Brightstar APAC/MEAMichael J. Cost


2010



375,000



52,500







307,104



3,675



738,279Global Chief Operating Officer  
   
 (1)
    Salary column represents compensation actually received in 2010.
    Mr. Osorio is paid in Australian dollars and all
    compensation has been converted to US dollars using an exchange
    rate of 1 AUD:USD 0.9172. Mr. Rojas joined our company on
    August 23, 2010 with an annualized salary of $350,000. 
  (2)
    For Messrs. Claure, Strand and Cost, this column represents
    payments under the key corporate objectives component of the
    companys annual incentive plan.(3)
    Mr. Rojas received a sign-on bonus of $50,000 and a
    $140,000 minimum guaranteed bonus in 2010 in connection with his
    commencement of employment with the company.(4)
    The amounts reported in this column reflect the aggregate grant
    date fair value of option awards granted to the named executive
    officer during each year, computed in accordance with ASC Topic
    718. These amounts reflect our calculation of the value of these
    awards on the grant date and do not necessarily correspond to
    the actual value that may ultimately be realized by the officer.
    For accounting purposes, we use the Black-Scholes option pricing
    model to calculate the grant date fair value of stock options.
    See Note 2 to our consolidated financial statements
    included elsewhere in this prospectus for a discussion of our
    assumptions in determining the ASC Topic 718
    Compensation  Stock Compensationvalue of our
    stock options and see the Grants of Plan-Based Awards In
    Fiscal 2010 table for information regarding stock option
    awards to the NEOs during 2010.(5)
    Mr. Rojas received a sign-on grant of stock options in 2010
    in connection with his commencement of employment with the
    company. The fair value of this award has been calculated as
    outlined in footnote 4.(6)
    Reflects cash payouts, if any, under our 2010 Bonus Plan for
    achievement of performance objectives (for further discussion of
    the fiscal 2010 Bonus Plan, see  Elements of
    our 130




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##### Table of Contents



Compensation Program  Annual Performance Bonus
    above). Mr. Osorio is covered under a separate annual
    incentive plan based on the APAC/MEA region that is outlined in
    his employment agreement amended as of August 1, 2010 (for
    further discussion of Mr. Osorios annual incentive
    plan, see  Elements of our Compensation
    Program  Annual Performance Bonus above). 
  (7)
    The amounts in this column include matching contributions of
    $3,675 made to the companys 401(k) plan; a car allowance
    provided to Mr. Claure of $2,000 per month; travel expenses
    of $66,817, which includes personal use of a chartered aircraft
    of $34,460 (based on the allocation conducted by a third party
    between business and personal use based on each leg that is
    flown and who is on the plane); automobile expenses and
    transportation costs of $33,178; meals and entertainment
    expenses of $28,225 not otherwise characterized as a business
    expense; other personal expenses of $23,706 not otherwise
    characterized as a business expense; and
    gross-up
    payments of $87,140.  Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards in Fiscal Year 2010
  All OtherOption

Exercise

GrantAwards:

or

DateNumber of

Base

Fair ValueEstimated Future Payouts Under Non-Equity

Securities

Price of

of StockIncentive Plan Awards(1)

Underlying

Option

and OptionGrant

Threshold

Target

Maximum

Options

Awards

Awards(2)Name

Date

($)

($)

($)

(#)

($/Sh)

($)R. Marcelo Claure






450,000



900,000



1,800,000











Dennis J. Strand






150,000



300,000



600,000











Oscar A. Rojas(3)






49,863



99,726



199,452











7/27/2010















220,000



30.00



3,079,758Arturo A. Osorio(4)










1,100,640















Michael J. Cost






150,000



300,000



600,000











    (1)
    Under the terms of the 2010 Bonus Plan, payments are awarded
    based on the achievement of specified financial/operational
    measures. Awards are earned at threshold, target and maximum
    opportunity levels based on the companys performance
    against its goals.(2)
    The amounts reported in these columns reflect the aggregate
    grant date fair value of stock option awards granted to the
    named executive officer during each year, computed in accordance
    with ASC Topic 718. These amounts reflect our calculation of the
    value of these awards on the grant date and do not necessarily
    correspond to the actual value that may ultimately be realized
    by the officer. For accounting purposes, we use the
    Black-Scholes option pricing model to calculate the grant date
    fair value of stock options.(3)
    Mr. Rojas received a special one-time award of stock
    options in connection with the commencement of his employment
    with the company. Stock options were granted with a ten-year
    term and vest ratably over four years. 
  (4)
    Mr. Osorio is eligible for an annual incentive award up to
    three times his annual base salary based on the financial
    performance of the APAC/MEA region per his employment agreement. 
 131




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##### Table of Contents



Outstanding
    Equity Awards at 2010 Fiscal Year-End
    Option AwardsNumber ofNumber of

SecuritiesSecurities

UnderlyingOption

Underlying

UnexercisedVesting

Unexercised

Options -

Option

OptionCommencement

Options

Unexercisable

Exercise

ExpirationName

Date

Exercisable (#)

(#)(1)

Price ($)

DateR. Marcelo Claure


















Dennis J. Strand


11/07/2007



375,000



125,000



15.00



11/13/2018Oscar A. Rojas


8/16/2010







220,000



30.00



8/16/2020Arturo A. Osorio


12/15/2004



2,833







12.00



12/15/20141/01/2005



3,334







12.00



1/01/20154/21/2009



12,500



37,500



15.00



4/21/2019Michael J. Cost


6/1/2007



37,500



12,500



20.00



7/25/20174/21/2009



12,500



37,500



15.00



4/21/20199/16/2009



25,000



75,000



15.00



9/16/2019    (1)
    Grants of stock options vest in equal installments over a
    four-year period on each anniversary of the vesting commencement
    date. Stock options are granted with a ten-year term.  Option
    Exercises
    Potential
    Payments Upon Termination or Change in Control
 
   
  Terminationw/o Cause or


TerminationExecutive


followingDeath or


Termination for


Change in


Change inName

Benefit

Disability($) (1)


Good Reason ($)


Control ($)


Control ($) (7)R. Marcelo Claure

Severance Payment


1,500,000



4,500,000



4,500,000



Settlement  Outstanding Annual Bonus Award






1,123,811



1,123,811



Settlement  Outstanding LTIP Equity Award (Stock
    Options)














Medical and Dental Benefits Continuation














Outplacement Services














TOTAL


1,500,000



5,623,811



5,623,811



 132




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##### Table of Contents



Terminationw/o Cause or


TerminationExecutive


followingDeath or


Termination for


Change in


Change inName

Benefit

Disability($) (1)


Good Reason ($)


Control ($)


Control ($) (7)Dennis J. Strand

Severance Payment


93,750



375,000



750,000



Settlement  Outstanding Annual Bonus Award


375,000



375,000



750,000



Settlement  Outstanding LTIP Equity Award (Stock
    Options)(2)














1,875,000
(8)Medical and Dental Benefits Continuation(3)






12,474



28,426



Outplacement Services














TOTAL


468,750



762,474



1,528,426



1,875,000Oscar A. Rojas

Severance Payment(4)


87,500



525,000



925,808



Settlement  Outstanding Annual Bonus Award






140,000



140,000



Settlement  Outstanding LTIP Equity Award (Stock
    Options)(2)














Medical and Dental Benefits Continuation














Outplacement Services














TOTAL


87,500



665,000



1,065,808



Arturo A. Osorio

Severance Payment(5)






385,732







Settlement  Outstanding Annual Bonus Award














Settlement  Outstanding LTIP Equity Award (Stock
    Options)














Medical and Dental Benefits Continuation














Outplacement Services














TOTAL






385,732







Michael J. Cost

Severance Payment


93,750



375,000







Settlement  Outstanding Annual Bonus Award






359,604







Settlement  Outstanding LTIP Equity Award (Stock
    Options)(6)






1,812,500







1,812,500Medical and Dental Benefits Continuation














Outplacement Services














TOTAL


93,750



2,547,104







1,812,500  
   
 (1)
    Termination of employment due to death or long-term disability
    will result in a lump-sum payment of 3 months of salary for
    Messrs. Strand, Rojas and Cost. Termination of employment
    due to long-term disability will result in 12 additional months
    of continued salary for Mr. Claure (but he will not receive
    a severance payment in the event of death). For Mr. Strand,
    termination upon death or disability also provides for a
    one-time target bonus. 
  (2)
    Following a change in control, all of
    Messrs. Strands and Rojas outstanding stock
    options become immediately vested and exercisable. Following an
    initial public offering, all of Mr. Strands
    outstanding stock options become immediately vested and
    exercisable.(3)
    In the event of a termination without cause or termination
    following a change in control, Mr. Strand is
    entitled to receive one or two years continuation of
    medical benefits, respectively.(4)
    Mr. Rojas severance payment will only be paid in the
    event his position becomes redundant and consists of his
    continued base salary until the term of his employment agreement
    ends on August 23, 2013.(5)
    Mr. Osorios severance payment consists of a lump sum
    payment equal to two months of base salary for every one year of
    service from the commencement of his employment agreement on 133




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##### Table of Contents



September 9, 2004 to the assumed termination date of
    December 31, 2010. Compensation has been converted from
    Australian dollars using a conversion rate of AUD1:USD0.9172.  (6)
    Following a termination without cause or following a
    change in control, all of Mr. Costs
    outstanding stock options become immediately vested and
    exercisable.(7)
    For Mr. Strand, this column also reflects the amounts he
    would be entitled to receive following an initial public
    offering.(8)
    Mr. Strands outstanding stock options vest and become
    exercisable upon a change in control or an initial
    public offering. No additional amount is received upon
    termination following a change in control or an
    initial public offering. 
   
 
   
 
   
 
   
 
   
 
   
 
   
  2011 Stock
    Incentive Plan
    Eligibility and Administration. and/or
 134




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##### Table of Contents



and/or
  Limitation on Awards and
    Shares Available.
    Awards.
  
    Stock Options.  Stock options provide
    for the purchase of shares of our Class A common stock in the
    future at an exercise price set on the grant date. ISOs, by
    contrast to NSOs, may provide tax deferral beyond exercise and
    favorable capital gains tax treatment to the grantee if certain
    holding period and other requirements of the Internal Revenue
    Code are satisfied. The exercise price of a stock option may not
    be less than 100% of the fair market value of the underlying
    share on the date of grant (or 110% in the case of ISOs granted
    to certain significant stockholders), except with respect to
    certain substitute options granted in connection with a
    corporate transaction. The term of a stock option may not be
    longer than ten years (or five years in the case of ISOs granted
    to certain significant stockholders). Vesting conditions
    determined by the plan administrator may apply to stock options
    and may include continued service, performance
    and/or other
    conditions.
    Stock Appreciation Rights.  SARs entitle
    their holder, upon exercise, to receive from us an amount equal
    to the appreciation of the shares subject to the award between
    the grant date and the exercise date. The exercise price of a
    SAR may not be less than 100% of the fair market value of the
    underlying share on the date of grant (except with respect to
    certain substitute SARs granted in connection with a corporate
    transaction) and the term of a SAR 135




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##### Table of Contents



may not be longer than ten years. Vesting conditions determined
    by the plan administrator may apply to SARs and may include
    continued service, performance
    and/or other
    conditions.  
    Restricted Stock and Deferred
    Stock.  Restricted stock is an award of
    nontransferable shares of our Class A common stock that remain
    forfeitable unless and until specified conditions are met, and
    which may be subject to a purchase price. Deferred stock is a
    contractual promise to deliver shares of our Class A common
    stock in the future, which may also remain forfeitable unless
    and until specified conditions are met. Delivery of the shares
    underlying deferred stock awards may be deferred beyond the
    vesting date under the terms of the award or at the election of
    the participant if the plan administrator permits such a
    deferral. Conditions applicable to restricted stock and deferred
    stock may be based on continuing service with us or our
    affiliates, the attainment of performance goals
    and/or such
    other conditions as the plan administrator may determine.
    Other Stock-Based Awards.  Other
    stock-based awards are awards other than those enumerated in
    this summary that are valued in whole or in part by reference
    to, linked to or derived from shares of our Class A common stock
    or value metrics related to our Class A common stock, and
    may remain forfeitable unless and until specified conditions are
    met.
    Dividend Equivalents.  Dividend
    equivalents represent the right to receive the equivalent value
    of dividends paid on shares of our common stock and may be
    granted alone or in tandem with other awards. Dividend
    equivalents are credited as of dividend payment dates during the
    period between the date an award is granted and the date such
    award vests, is exercised, is distributed or expires, as
    determined by the plan administrator. Dividend equivalents may
    not be paid on awards granted under the 2011 Plan unless and
    until such awards have vested.  Performance-based
    Awards. and/or
  and/or
 136




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Certain Transactions.
  Transferability of Awards; Repricing and Participant
    Payments.
  Plan Amendment and Termination.
  2006 Executive
    Stock Incentive Plan and 2004 Stock Incentive Plan
    Purpose of the Existing Plans.
 137




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##### Table of Contents



Administration.
  Shares Reserved.
  Eligibility.
  Available Awards Under the Existing
    Plans.
  Stock Options.
 138




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##### Table of Contents



Stock Appreciation Rights.
  Restricted Share Awards.
  Restricted Unit Awards.
  Performance Awards. and/or
 139




---



##### Table of Contents



Termination of Employment. his/her his/her his/her his/her
    Amendment and Termination of the Existing
    Plans.
  401(k)
    Plan
   140




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##### Table of Contents



Director
    Compensation
      Fees EarnedName

or Paid in
    Cash ($)

Option Awards($)(3)

Total ($)Steven I. Bandel










Charles H. Fine


5,811
(1)


273,738
(4)


279,549Alan E. Goldberg










Lance L. Hirt










Robert D. Lindsay










Thomas J. Meredith


21,714
(2)


2,649,245
(5)


2,670,959Andrew S. Weinberg










    (1)
    Includes $5,000 in directors fees and $811 in out of
    pocket reimbursements.(2)
    Includes $21,714 in out of pocket reimbursements.(3)
    The amounts reported in this column represent the aggregate
    grant date fair value of option awards granted to directors in
    accordance with ASC Topic 718. See note 2 to our
    consolidated financial statements included elsewhere in this
    prospectus for a discussion of our assumptions in determining
    the ASC Topic 718 value of our stock options.(4)
    Related to the grant of the option to purchase
    20,000 shares of common stock on July 27, 2010 with a
    fair value of $273,738. As of December 31, 2010,
    Mr. Fine held 30,000 options to purchase our common stock.(5)
    Related to the grant of the option to purchase
    200,000 shares of common stock. Of these options, 106,250
    were granted on December 15, 2010 with a fair value of
    $1,487,064 and 93,750 were granted on July 27, 2010 with a
    fair value of $1,162,181. As of December 31, 2010,
    Mr. Meredith held 200,000 options to purchase our common
    stock.  Limitation on
    Liability and Indemnification Matters
    
    any breach of the directors duty of loyalty to us or to
    our stockholders,
    acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law,
    unlawful payment of dividends or unlawful stock repurchases or
    redemptions and
    any transaction from which the director derived an improper
    personal benefit.   141




---



##### Table of Contents



142




---



##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  Related Party
    Transactions
               
   
   
   
   143




---



##### Table of Contents



Stockholders
    Agreement
 
   
  Brightstar
    Europe
 
   
  Statement of
    Policy on Related Party Transactions
       144




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##### Table of Contents



PRINCIPAL AND
    SELLING STOCKHOLDERS    
    each person whom we know to own beneficially more than 5% of our
    common stock;
    each of the directors and named executive officers
    individually; and
    all directors and executive officers as a group.  c/o Brightstar
  Number of

Shares Beneficially Owned After the Offering(1)Shares Beneficially Owned

Class A

Class A Common Stock Beneficially Owned

Class B Common Stock Beneficially OwnedName and Address of 5%

Before the Offering

Shares Being





% of Total





% of TotalBeneficial Owner

Number

Percent

Offered

Number

Percent

Voting Power

Number

Percent

Voting PowerLG Brightstar LLC(2)


14,975,309



39.7
%


























Mitsui & Co., Ltd.(3)


2,993,828



7.9
%


























   
 Number of


Shares Beneficially Owned After the Offering(1)Shares Beneficially Owned


Class A


Class A Common Stock Beneficially Owned


Class B Common Stock Beneficially OwnedName and Address of

Before the Offering


Shares Being








% of Total








% of TotalDirectors or Officers

Number


Percent


Offered


Number


Percent


Voting Power


Number


Percent


Voting PowerR. Marcelo Claure


15,867,419
(4)


42.1
%






















100
%Dennis J. Strand(5)


375,000



*







500,000



*



*











Michael J. Cost(6)


200,000



*







200,000



*



*











Rod J. Millar


































Arturo A. Osorio(7)


18,667



*







18,667



*



*











Oscar A. Rojas


































Oscar J. Fumagali(8)


93,750



*







93,750



*



*











Steven I. Bandel


































Rafael M. de Guzman III(9)


12,500



*







12,500



*



*











Charles H. Fine(10)


10,000



*







10,000



*



*











Alan E. Goldberg(2)


































Lance L. Hirt(11)


































Robert D. Lindsay(2)


































Thomas J. Meredith(12)


156,250



*







156,250



*



*











Andrew S. Weinberg(11)


































All of our Directors and officers as a Group


16,733,586



46.5
%  
   (1)
    Assumes no exercise of the underwriters option to purchase
    additional shares. See Underwriters.(2)
    LG Brightstar LLC, an affiliate of Lindsay Goldberg, currently
    owns 13,975,309 shares of our Series D Redeemable
    Convertible Preferred Stock which are convertible into shares of
    our common stock at a ratio of 1 to 1 and 1,000,000 shares
    of our common stock. The address of LG Brightstar LLC is
    630 Fifth Avenue, 30th Floor, New York, NY 10111. 145




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##### Table of Contents



(3)
    Mitsui & Co., Ltd. currently owns
    2,500,000 shares of our Series B Redeemable
    Convertible Preferred Stock and 493,828 shares of our
    Series C Redeemable Convertible Preferred Stock which are
    convertible into shares of our common stock at a ratio of 1 to
    1. The address of Mitsui & Co., Ltd. is 200 Park
    Avenue, New York, NY 10166.(4)
    Includes (i)14,525,551.6073 shares of common stock held by
    Mr. Claure individually; (ii) 15,541.0927 shares
    of common stock held by RMC, Inc., a Nevada corporation
    (RMC), which is 100% owned by the Claure Management
    Trust, of which Mr. Claure is the settlor; and
    (iii) 1,326,326.3 shares of common stock held by
    N&P Holdings, Limited Partnership, a Nevada limited
    partnership with RMC as general partner and The Claure
    GRAT #1 and The Claure GRAT #2 as its only limited
    partners, for both of which Mr. Claure serves as the
    settlor and trustee.(5)
    Includes 375,000 shares of common stock issuable pursuant
    to immediately exercisable stock options and 500,000 shares of
    common stock issuable pursuant to immediately exercisable
    options following this offering.(6)
    Includes 200,000 shares of common stock issuable pursuant
    to immediately exercisable stock options.(7)
    Includes 18,667 shares of common stock issuable pursuant to
    immediately exercisable stock options.(8)
    Includes 93,750 shares of common stock issuable pursuant to
    immediately exercisable stock options.(9)
    Includes 12,500 shares of common stock issuable pursuant to
    immediately exercisable stock options.  (10)
    Includes 10,000 shares of common stock issuable pursuant to
    immediately exercisable stock options.(11)
    By virtue of their affiliation with Lindsay Goldberg, an
    affiliate of LG Brightstar LLC, each of Messrs. Hirt and
    Weinberg may be deemed to have or share beneficial ownership of
    all the shares of capital stock held of record by LG Brightstar
    LLC. Each of Messrs. Hirt and Weinberg disclaims beneficial
    ownership of the shares of our capital stock held of record by
    LG Brightstar LLC, except to the extent of their pecuniary
    interest therein.(12)
    Includes 156,250 shares of common stock issuable pursuant
    to immediately exercisable stock options. 146




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DESCRIPTION OF
    CAPITAL STOCK      Common
    Stock
  Class A
    Common Stock
        Class B
    Common Stock
 
   
 147




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##### Table of Contents



Preferred
    Stock
    Anti-Takeover
    Effects of Delaware Law
    
    the transaction is approved by the board of directors prior to
    the date the interested stockholder obtained such status;
    upon consummation of the transaction which resulted in the
    stockholder becoming an interested stockholder, the stockholder
    owned at least 85% of the voting stock of the corporation
    outstanding at the time the transaction commenced; or 148




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##### Table of Contents




    on or subsequent to such date the business combination is
    approved by the board of directors and authorized at an annual
    or special meeting of stockholders by the affirmative vote of at
    least
    662/3%
    of the outstanding voting stock which is not owned by the
    interested stockholder. A business combination is
    defined to include mergers, asset sales and other transactions
    resulting in financial benefit to a stockholder. In general, an
    interested stockholder is a person who, together
    with affiliates and associates, owns (or within three years, did
    own) 15% or more of a corporations voting stock. The
    statute could prohibit or delay mergers or other takeover or
    change in control attempts and, accordingly, may discourage
    attempts to acquire us even though such a transaction may offer
    our stockholders the opportunity to sell their stock at a price
    above the prevailing market price.  Voting
    Rights
      Listing
    Transfer Agent
    and Registrar
   149




---



##### Table of Contents



MATERIAL U.S.
    FEDERAL TAX CONSEQUENCES FOR
    NON-U.S.
    HOLDERS  Non-U.S. Holder, Non-U.S. Holder Non-U.S. Holder
  
    nonresident alien individual, other than certain former citizens
    and residents of the United States subject to tax as expatriates;
    foreign corporation; or
    foreign estate or trust.  Non-U.S. Holder
    Non-U.S. Holder
  Dividends
  Non-U.S. Holder Non-U.S. Holder Form W-8BEN
  Non-U.S. Holder Non-U.S. Holders Non-U.S. Holder, Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Form W-8ECI
 150




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##### Table of Contents



Gain on
    Disposition of Class A Common Stock
  Non-U.S. Holder
  
    the gain is effectively connected with a trade or business of
    the
    Non-U.S. Holder
    in the United States (subject to an applicable income tax treaty
    providing otherwise), or
    we are or have been a United States real property holding
    corporation, as defined in the Code, at any time within the
    five-year period preceding the disposition or the
    Non-U.S. Holders
    holding period, whichever period is shorter, and our
    Class A common stock has ceased to be traded on an
    established securities market prior to the beginning of the
    calendar year in which the sale or disposition occurs.    Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holders
  Information
    Reporting Requirements and Backup Withholding
  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Recent
    Legislation
  Non-U.S. Holders
  Federal Estate
    Tax
  Non-U.S. Holders
 151




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##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE    lock-up
  Number of Shares of Class A
    common stock

DateOn the date of this prospectus.After 90 days from the date of this prospectus.After 180 days from the date of this prospectus (subject,
    in some cases, to volume limitations).After 365 days from the date of this prospectus (assuming the
    company remains certified as a minority business enterprise for
    at least 365 days following the date of this prospectus).  Number of Shares of Class B
    common stock

DateOn the date of this prospectus.After 90 days from the date of this prospectusAfter 180 days from the date of this prospectus (subject, in
    some cases to volume limitations).After 365 days from the date of this prospectus (assuming the
    company remains certified as a minority business enterprise for
    at least 365 days from the date of this prospectus).   Rule 144
   152




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##### Table of Contents




    1% of the number of shares of Class A common stock or Class
    B common stock then outstanding, which will equal shares
    immediately after this offering; and
    the average weekly reported volume of trading of our
    Class A common stock or Class B common stock during the
    four calendar weeks preceding the filing of a notice on
    Form 144 with respect to the sale.        Rule 701
      Registration
    Rights
   153




---



##### Table of Contents



Lock-up
    Agreements
  Rule 13d-3
 154




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##### Table of Contents



UNDERWRITING    
 Number ofUnderwriters

SharesGoldman, Sachs & Co.J.P. Morgan Securities LLCBarclays Capital Inc.Credit Suisse Securities (USA) LLCJefferies & Company, Inc.RBC Capital Markets, LLCStifel, Nicolaus & Company, IncorporatedHoulihan Lokey Capital, Inc.Needham & Company, LLCOppenheimer & Co. Inc.Wedbush Securities Inc.Total  
   
 
      Underwriting
    Discounts
  Paid by Brightstar Corp.

Paid by Selling Stockholders

TotalNo Exercise

Full Exercise

No Exercise

Full Exercise

No Exercise

Full ExercisePer ShareTotal  155




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##### Table of Contents



180-day 180-day 15-day 180-day 18-day
  lock-up lock-up
 
   
 
  
    the information set forth in this prospectus and otherwise
    available to the representatives; 
 
  
    our prospects and the history and prospects for the industry in
    which we compete; 
 
  
    an assessment of our management; 
 
  
    our prospects for future earnings; 
 
  
    the general condition of the securities markets at the time of
    this offering; 
 
  
    the recent market prices of, and demand for, publicly traded
    common stock of generally comparable companies; and 
 
  
    other factors deemed relevant by the underwriters, the selling
    stockholders and us. 
   156




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##### Table of Contents



over-the-counter
 
 
 
  European Economic
    Area
 
    
    to any legal entity which is a qualified investor as defined in
    the Prospectus Directive;
    to fewer than 100 or, if the Relevant Member State has
    implemented the relevant provision of the 2010 PD Amending
    Directive, 150, natural or legal persons (other than qualified
    investors as defined in the Prospectus Directive), as permitted
    under the Prospectus Directive, subject to obtaining the prior
    consent of the representatives for any such offer; or
    in any other circumstances falling within Article 3(2) of
    the Prospectus Directive, provided that no such offer of shares
    of our Class A common stock shall result in a requirement
    for the publication by us or any underwriter of a prospectus
    pursuant to Article 3 of the Prospectus Directive.   157




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##### Table of Contents



United
    Kingdom
 
  
    it has only communicated or caused to be communicated and will
    only communicate or cause to be communicated an invitation or
    inducement to engage in investment activity (within the meaning
    of Section 21 of the FSMA) received by it in connection
    with the issue or sale of the shares of our Class A common
    stock in circumstances in which Section 21(1) of the FSMA
    does not apply to us; and
    it has complied and will comply with all applicable provisions
    of the FSMA with respect to anything done by it in relation to
    the shares of our Class A common stock in, from or
    otherwise involving the United Kingdom. 
  Hong
    Kong
 
   
  Singapore
 
     158




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##### Table of Contents



Japan
 
   
  Korea
 
   
   
 
   
    and/or and/or and/or
 159




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS   WHERE YOU CAN
    FIND ADDITIONAL INFORMATION  Form S-1 1-800-SEC-0330. The other information we file with
    the SEC is not part of the registration statement of which this
    prospectus forms a part. Our report and other information that
    we have filed or may in the future file with the SEC are not
    incorporated by reference into and do not constitute a part of
    this prospectus.
  Our website and the information
    contained therein or connected thereto shall not be deemed to be
    incorporated into this prospectus or the registration statement
    of which it forms a part.
 160




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA  Consolidated Financial StatementsReport of KPMG LLP, Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2009 and 2010 and March 31, 2011
    (unaudited)


F-3Consolidated Statements of Operations for the
    years ended December 31, 2008, 2009 and 2010 and the three
    months ended March 31, 2010 and 2011 (unaudited)


F-4Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for the years ended
    December 31, 2008, 2009 and 2010 and the three months ended
    March 31, 2011 (unaudited)


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2009 and 2010 and the three
    months ended March 31, 2010 and 2011 (unaudited)


F-6Notes to Consolidated Financial Statements


F-8Financial Statement ScheduleSchedule II  Valuation and
    Qualifying Accounts


F-67  F-1




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##### Table of Contents



REPORT OF KPMG
    LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  F-2




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Consolidated Balance Sheets
  
 December 31,


March 31,2009


2010


2011(Unaudited)(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
239,859


$
159,161


$
102,541Restricted cash


48,619



1,832



18,021Accounts receivable  trade, net of allowance for
    doubtful accounts of $11.8 million, $18.4 million and
    $15.3 million (unaudited) as of December 31, 2009 and
    2010, and March 31, 2011, respectively


969,184



1,376,445



1,143,762Inventories


239,988



612,396



758,123Prepaid expenses and other current assets


124,666



87,729



93,275Deferred income taxes


23,129



36,357



35,507Total current assets


1,645,445



2,273,920



2,151,229Property and equipment  net


28,445



33,965



34,030Deferred income taxes


18,214



19,447



19,456Investments  equity method


38,248



73,514



77,271Other assets


83,487



95,724



103,612Total assets

$
1,813,839


$
2,496,570


$
2,385,598LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable, accrued expenses and other current liabilities

$
898,197


$
1,464,725


$
1,328,930Lines of credit, trade facilities and current portion of term
    debt


329,111



201,219



143,980Convertible senior subordinated notes


21,004







Deferred income taxes


4,289







89Total current liabilities


1,252,601



1,665,944



1,472,999Senior notes






250,000



250,000Long-term debt, excluding current portion


51,733



2,586



56,351Deferred income taxes


5,673



1,618



1,613Other long-term liabilities


9,319



9,610



13,415Total liabilities


1,319,326



1,929,758



1,794,378Commitments and contingenciesRedeemable convertible preferred stock, net (redemption
    value  $365.6 million, $412.4 million and
    $418.7 million (unaudited) as of December 31, 2009 and
    2010, and March 31, 2011, respectively


362,377



409,090



415,359Stockholders equity:Common stock. Authorized 50,000,000 shares of
    $0.0001 par value per share 18,176,167, 18,182,267 and
    18,182,267 (unaudited) shares issued and outstanding as of
    December 31, 2009 and 2010, and March 31, 2011,
    respectively


2



2



2Additional paid-in capital


48,074



50,535



52,016Retained earnings


74,208



85,521



96,927Accumulated other comprehensive income


3,796



13,799



18,152Total Brightstar Corp. stockholders equity


126,080



149,857



167,097Non-controlling interest


6,056



7,865



8,764Total stockholders equity


132,136



157,722



175,861Total liabilities and stockholders equity

$
1,813,839


$
2,496,570


$
2,385,598  
   F-3




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Consolidated Statements of
    Operations
  Years Ended December 31,


Three Months Ended March 31,2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Revenue

$
3,550,165


$
2,718,652


$
4,612,863


$
767,377


$
1,267,874Cost of revenue


3,254,167



2,354,016



4,218,979



682,678



1,157,310Gross profit


295,998



364,636



393,884



84,699



110,564Operating expenses:Selling, general and administrative


174,287



161,806



235,239



46,788



65,278Provision for bad debts


2,736



6,435



8,785



9,462



(607
)Depreciation and amortization


9,917



13,457



11,913



2,611



3,389Public offering expenses










7,333



5,400



Total operating expenses


186,940



181,698



263,270



64,261



68,060Operating income


109,058



182,938



130,614



20,438



42,504Other income (expenses):Interest income


14,206



21,278



7,139



1,826



1,460Interest expense


(34,746
)


(17,102
)


(29,025
)


(5,798
)


(13,858
)Other income (expenses), net


(923
)


(3,459
)


2,159



8



1,805Foreign exchange losses, net


(25,117
)


(80,915
)


(33,263
)


(17,237
)


(2,486
)Total other expenses


(46,580
)


(80,198
)


(52,990
)


(21,201
)


(13,079
)Income from continuing operations before provision for income
    taxes


62,478



102,740



77,624



(763
)


29,425Provision for income taxes


35,402



46,999



36,938



3,337



10,755Income (loss) from continuing operations


27,076



55,741



40,686



(4,100
)


18,670(Loss) income from discontinued operations, net of taxes


(14,304
)


2,595



(921
)


(9
)


(32
)Net income (loss)


12,772



58,336



39,765



(4,109
)


18,638Less: Net income attributable to non-controlling interest


18,107



4,095



2,385



331



965Net (loss) income attributable to Brightstar Corp.

$
(5,335
)

$
54,241


$
37,380


$
(4,440
)

$
17,673Dividends on redeemable convertible preferred stock






22,635



26,067



6,254



6,267Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(5,335
)

$
31,606


$
11,313


$
(10,694
)

$
11,406Net income attributable to participating securities






15,209



5,468







5,910Net (loss) income attributable to common stockholders


(5,335
)


16,397



5,845



(10,694
)


5,496Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(5,335
)

$
31,606


$
11,313


$
(10,694
)

$
11,406Basic earnings per share for common stock:Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
0.50


$
0.83


$
0.35


$
(0.59
)

$
0.30(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.79
)


0.07



(0.03
)






Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.29
)

$
0.90


$
0.32


$
(0.59
)

$
0.30Diluted earnings per share for common stock:Income (loss) from continuing operations attributable to
    Brightstar Corp. common stockholders

$
0.20


$
0.78


$
0.35


$
(0.59
)

$
0.29(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.41
)


0.06



(0.03
)






Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.21
)

$
0.84


$
0.32


$
(0.59
)

$
0.29Weighted average number of common shares outstanding:Basic


18,134,166



18,163,037



18,181,347



18,178,538



18,182,267Diluted


35,046,068



20,863,930



18,586,404



18,178,538



18,914,897    F-4




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Consolidated Statements of
    Stockholders Equity and Comprehensive Income (Loss)
 Years Ended December 31, 2008, 2009 and 2010, and the
    Unaudited Three Months Ended March 31, 2011
  Common Stock








AccumulatedNumber of





Additional





OtherShares


Par


Paid-In


Retained


Comprehensive


Non-Controlling





ComprehensiveOutstanding


Amount


Capital


Earnings


Income (Loss)


Interest


Total


Income (Loss)(In thousands, except number of shares)Balance  December 31, 2007


18,134,167


$
2


$
52,030


$
53,377


$
(2,255
)

$
43,399


$
146,553


$
(10,479
)Net income














(5,335
)






18,107



12,772



12,772Dividend paid to holder of non-controlling interest on
    subsidiary common stock






















(863
)


(863
)Purchase of non-controlling interest






















(2,177
)


(2,177
)Translation adjustment allocated to non-controlling interest






















(9,375
)


(9,375
)


(9,375
)Foreign currency translation adjustments


















(11,620
)






(11,620
)


(11,620
)Unrealized translation loss on intercompany long-term loan, net
    of deferred tax benefit of $1.3 million


















(2,552
)






(2,552
)


(2,552
)Stock option expense










753















753Dividends on common stock














(5,440
)










(5,440
)Balance  December 31, 2008


18,134,167



2



52,783



42,602



(16,427
)


49,091



128,051


$
(10,775
)Net income














54,241







4,095



58,336



58,336Dividend paid to holder of non-controlling interest on
    subsidiary common stock






















(2,028
)


(2,028
)Translation adjustment allocated to non-controlling interest






















(229
)


(229
)


(229
)Foreign currency translation adjustments


















16,932







16,932



16,932Unrealized translation gain on intercompany long-term loan, net
    of deferred tax benefit of $(1.4) million


















2,733







2,733



2,733Unrealized gains on marketable equity securities


















558







558



558Issuance of common stock in exchange for a portion of
    non-controlling interest


40,000







996











(996
)


Conversion of non-controlling interest in a subsidiary in
    exchange for convertible preferred stock










(4,501
)










(5,499
)


(10,000
)Reduction of tax benefit on expired stock options










(223
)














(223
)Purchase of non-controlling interest










(1,622
)










(38,378
)


(40,000
)Issuance of common stock


2,000







16















16Stock option expense










625















625Cumulative dividends on redeemable convertible preferred stock














(22,635
)










(22,635
)Balance  December 31, 2009


18,176,167



2



48,074



74,208



3,796



6,056



132,136


$
78,330Net income














37,380







2,385



39,765



39,765Dividend paid to holder of non-controlling interest on
    subsidiary common stock






















(576
)


(576
)Foreign currency translation adjustments


















10,382







10,382



10,382Unrealized translation gain on intercompany long-term loan, net
    of deferred tax benefit of $(0.2) million


















482







482



482Unrealized losses on marketable equity securities


















(861
)






(861
)


(861
)Reduction of tax benefit on expired stock options










(154
)














(154
)Issuance of common stock


6,100







79















79Stock option expense










2,536















2,536Cumulative dividends on redeemable convertible preferred stock














(26,067
)










(26,067
)Balance  December 31, 2010


18,182,267



2



50,535



85,521



13,799



7,865



157,722


$
49,768Net income (unaudited)














17,673







965



18,638



18,638Dividend paid to holder of non-controlling interest on
    subsidiary common stock (unaudited)






















(66
)


(66
)Foreign currency translation adjustments (unaudited)


















4,287







4,287



4,287Unrealized translation gain on intercompany long-term loan, net
    of deferred tax benefit of $(0.1) million (unaudited)


















258







258



258Unrealized losses on marketable equity securities (unaudited)


















(192
)






(192
)


(192
)Stock option expense (unaudited)










1,481















1,481Cumulative dividends on redeemable convertible preferred stock
    (unaudited)














(6,267
)










(6,267
)Balance  March 31, 2011 (unaudited)


18,182,267


$
2


$
52,016


$
96,927


$
18,152


$
8,764


$
175,861


$
22,991    F-5




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Consolidated Statements of Cash
    Flows
  Years Ended December 31,


Three Months Ended March 31,2008


2009


2010


2010


2011(Unaudited)(In thousands)Cash flows from operating activities:Net income

$
12,772


$
58,336


$
39,765


$
(4,109
)

$
18,638Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Amortization of deferred loan costs


1,430



1,030



2,038



257



430Share-based compensation expense


(728
)


625



2,536



174



1,481Provision for bad debts


4,339



6,435



8,785



9,462



(607
)Depreciation and amortization


9,917



13,457



11,913



2,611



3,389Exchange loss (gain)






2,119



(2,112
)


(1,887
)


188Loss (income) from equity method investments


2,906



(2,406
)


(2,440
)


(834
)


(2,806
)Impairment on equity and cost method investments


3,098



4,300











Gain on sale of cost method investment










(923
)






Impairment of upfront fee










11,005







Gain on sale of short-term investments


(4,003
)














Deferred income tax provision


(4,623
)


(1,334
)


(22,389
)


(853
)


348Lease incentive


2,137















Deferred rent


108



(141
)


790



(26
)


(178
)Loss on sale of subsidiary






714











Loss (gain) on sale of property and equipment






1,012











(25
)Changes in operating assets and liabilities, net of acquisitions:Accounts receivable  trade


64,246



(73,289
)


(392,774
)


26,029



237,297Inventories


65,922



74,112



(364,938
)


(93,363
)


(144,647
)Prepaid expenses and other current assets


(10,203
)


(13,530
)


2,998



1,739



(5,319
)Other assets


(5,088
)


(25,236
)


27



4,749



2,036Accounts payable, accrued expenses and other current liabilities


80,680



196,716



547,371



(55,266
)


(135,061
)Other long-term liabilities


6,956



5,281



(959
)


28



(2,887
)Net cash provided by (used in) operating activities


229,866



248,201



(159,307
)


(111,289
)


(27,723
)Cash flows from investing activities:Capital expenditures


(9,335
)


(6,436
)


(15,479
)


(4,279
)


(2,573
)Purchases of equity and cost method investments


(11,500
)


(26,053
)


(32,789
)






Proceeds from short-term loans






(28,889
)


13,275



10,018



Proceeds from short-term investments


24,704



6,996



21,895







Purchases of short-term investments


(11,399
)














Purchases of marketable equity securities, net






(17,070
)










Purchases of real estate investments






(13,751
)


(27,788
)


(27,788
)


Depreciation of real estate investments






115



2,088



499



522Business acquisitions, net of cash acquired










(915
)


901



Proceeds from sale of equity investments










1,866







Cash proceeds from sale of subsidiary






750



100



100



Long-term note receivable


















(11,762
)Net cash used in investing activities


(7,530
)


(84,338
)


(37,747
)


(20,549
)


(13,813
)Cash flows from financing activities:Proceeds from term loan










20,000







Payments on term loan


(7,500
)


(10,000
)


(77,500
)


(2,500
)


Proceeds from senior notes










250,000







Payments on borrowings on revolving credit facility


(2,896,696
)


(2,504,167
)


(4,257,271
)


(880,368
)


(1,296,314
)Proceeds from borrowings on revolving credit facility


2,925,596



2,484,872



4,081,227



851,423



1,350,239(Payments) proceeds on other borrowings, lines of credit and
    trade facilities, net


(149,285
)


(20,613
)


56,277



29,762



(57,880
)Restricted cash


(58,361
)


49,993



47,045



23,646



(16,226
)Cash paid for acquisition of non-controlling interest


(1,000
)


(40,000
)










Proceeds from issuance of common stock under stock option plans






16



79



79



Debt issuance costs


(1,034
)






(9,797
)






Dividend payments to non-controlling interest stockholder


(863
)


(2,028
)


(576
)


(325
)


(66
)Dividend payments to common stockholders


(5,440
)














Net cash (used in) provided by financing activities


(194,583
)


(41,927
)


109,484



21,717



(20,247
)Effect of exchange rate changes on cash and cash equivalents


4,813



(4,134
)


6,872



2,061



5,163Net increase (decrease) in cash and cash equivalents


32,566



117,802



(80,698
)


(108,060
)


(56,620
)Cash and cash equivalents, beginning of period


89,491



122,057



239,859



239,859



159,161Cash and cash equivalents, end of period

$
122,057


$
239,859


$
159,161


$
131,799


$
102,541Supplemental disclosure of cash flow information 
    cash paid for:Interest

$
34,139


$
15,753


$
11,016Income taxes

$
46,941


$
42,885


$
47,744    F-6




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows  (Continued)
         F-7




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Note 1 
    General  Business
    Description
  end-to-end
  Unaudited
    Interim Financial Information
    Managements
    Estimates
    Note 2 
    Summary of
    Significant Accounting Policies  Principles of
    Consolidation
   F-8




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Consolidation
  Cash and Cash
    Equivalents
      Restricted
    Cash
    Accounts
    Receivable and Allowance for Doubtful Accounts
   F-9




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Short-Term
    Investments
    30-day 30-day
  Inventories
    Value Added
    Tax
    Property and
    Equipment
     F-10




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Investments
        available-for-sale
    Derivative
    Instruments and Hedging Activities
   F-11




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Derivatives and Hedging
           F-12




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Intangible
    Assets
      Long-Lived
    Assets
   F-13




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Revenue
    Recognition
  Revenue
    Recognition ASC 605-10
  ASC 605-25. ASC 605-25,
  605-45,
 F-14




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Contingencies
    Vendor
    Incentives Programs
  ASC 605-50.
       F-15




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Advertising
    Costs
    Public
    Offering Expenses
  Other Assets and Deferred Costs ASC 340-10-S99.
  Foreign
    Currency Translation and Transactions
    Foreign Currency Matters
   F-16




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
          ASC 830-30-45-7
 F-17




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Warranty
    Liability
      December 31,2009


2010Balance, beginning of year

$
1,372


$
465Warranty provision


2,271



5,461Reductions for payments


(3,178
)


(3,019
)Balance, end of year

$
465


$
2,907  F-18




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Income
    Taxes
    Fair Value of
    Financial Instruments
  Fair
    Value Measurements and Disclosures
    Level 1:
  Level 2:
  Level 3:
  available-for-sale,
 F-19




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Fair Value Measurements as of December 31, 2009,
    usingAmount ReportedQuoted Prices


Significant


in Statement ofin Active


Other


ConsolidatedMarkets for


Observable


Financial PositionIdentical Items


Inputs


as of December 31,(Level 1)


(Level 2)


2009Assets at fair value:Short-term marketable equity securities

$
15,070


$



$
15,070Long-term marketable equity securities


2,558







2,558Derivative assets related to:Foreign exchange contracts






38



38Interest rate swaps










Total assets at fair value

$
17,628


$
38


$
17,666Liabilities at fair value:Derivative liabilities related to:Foreign exchange contracts

$



$
1,572


$
1,572Interest rate swaps






1,219



1,219Total liabilities at fair value

$



$
2,791


$
2,791   F-20




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Fair Value Measurements as of December 31, 2010,
    usingAmount ReportedQuoted Prices


Significant


in Statement ofin Active


Other


ConsolidatedMarkets for


Observable


Financial PositionIdentical Items


Inputs


as of December 31,(Level 1)


(Level 2)


2010Assets at fair value:Short-term marketable equity securities

$



$



$
Long-term marketable equity securities


1,689







1,689Derivative assets related to:Foreign exchange contracts






1,275



1,275Interest rate swaps










Total assets at fair value

$
1,689


$
1,275


$
2,964Liabilities at fair value:Derivative liabilities related to:Foreign exchange contracts

$



$
1,480


$
1,480Interest rate swaps










Total liabilities at fair value

$



$
1,480


$
1,480   Fair Value Measurements as of March 31, 2011, usingAmount ReportedQuoted Prices


Significant


in Statement ofin Active


Other


ConsolidatedMarkets for


Observable


Financial PositionIdentical Items


Inputs


as of March 31,(Level 1)


(Level 2)


2011(Unaudited)Assets at fair value:Short-term marketable equity securities

$



$



$
Long-term marketable equity securities


1,505







1,505Derivative assets related to:Foreign exchange contracts






3,020



3,020Interest rate swaps










Total assets at fair value

$
1,505


$
3,020


$
4,525Liabilities at fair value:Derivative liabilities related to:Foreign exchange contracts

$



$
2,130


$
2,130Interest rate swaps










Total liabilities at fair value

$



$
2,130


$
2,130  F-21




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    available-for-sale
  available-for-sale
         F-22




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Comprehensive
    Income (Loss)
  available-for-sale
  Stock Option
    Incentive Plans
  Compensation  Stock Compensation
    Concentration
    of Risks and Uncertainties
     F-23




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
         F-24




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Discontinued
    Operations
  Presentation of Financial Statements
      Years Ended December 31,2008


2009


2010Revenue

$
53,483


$
8,057


$
(Loss) income before taxes and non-controlling interest from
    discontinued operations

$
(18,475
)

$
5,214


$
(921
)Net (loss) income from discontinued operations

$
(14,304
)

$
2,595


$
(921
)      F-25




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Redeemable
    Convertible Preferred Stock
    Earnings per
    Share
  Earnings Per Share
  one-for-one
     F-26




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Years Ended December 31,


Three Months Ended March 31,2008


2009


2010


2010


2011(Unaudited)Weighted average common and redeemable convertible preferred
    stock outstanding for basic earnings per share


34,609,475



35,011,761



35,197,535



35,147,675



37,731,881Weighted average common shares outstanding for basic earnings
    per share


18,134,166



18,163,037



18,181,347



18,178,538



18,182,267Diluted shares resulting from:Stock options


11,577







358,006







732,630Redeemable convertible preferred stock


16,475,309







47,051







Convertible senior subordinated notes






2,580,480











Shares in subsidiaries that are convertible into redeemable
    convertible preferred stock


425,016



120,413











Weighted average common shares outstanding for diluted earnings
    per share


35,046,068



20,863,930



18,586,404



18,178,538



18,914,897         Reclassification
   F-27




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Note 3 
    Accounting
    Standards  Recently
    Adopted Accounting Standards
  Accounting Changes
    and Error Correction
      Business Combinations
  Income Taxes
 F-28




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    tm
  Transfers and Servicing
    Recent
    Accounting Pronouncements
  2009-13,
  Note 4 
    Accounts
    Receivable and Factoring Agreements   F-29




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Note 5 
    Prepaid Expenses
    and Other Current Assets and Other Assets    December 31,2009


2010Prepaid expenses and other current assetsValue-added tax receivable

$
10,014


$
19,422Short-term investments


53,582



2,309Prepaid expenses


13,355



24,159Income taxes receivable


14,208



11,256Other receivables


6,012



12,413Deferred contract costs


7,613



11,981Marketable equity securities


15,070



Deferred loan costs


799



1,714Assets of discontinued operations


160



Other


3,853



4,475$
124,666


$
87,729Other assetsInvestments in real estate

$
28,821


$
39,589Investments  cost method


2,821



1,470Deferred contract costs


32,555



24,191Value-added tax receivable


3,847



1,251Deferred loan costs


1,022



9,754Marketable equity securities


2,558



1,689Security deposits


3,988



1,449Intangibles


3,572



6,543Goodwill


1,357



1,836Other


2,946



7,952$
83,487


$
95,724  F-30




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Note 6 
    Property and
    Equipment    EstimatedDecember 31,


Useful Lives2009


2010


(In Years)Land

$
42


$
57



Building


1,423



1,337



20Leasehold improvements


12,280



15,877



1-10Computer equipment and software


38,826



43,948



3-5Furniture, fixtures and equipment


15,959



25,125



3-1068,530



86,344Accumulated depreciation


(40,085
)


(52,379
)$
28,445


$
33,965     Note 7 
    Intangible
    Assets    December 31,2009


2010Trade names

$
2,173


$
2,199Customer relationships


526



1,369Vendor relationships






996Services and solutions


926



2,014Goodwill


1,357



1,836Other


22



4205,004



8,834Accumulated amortization


(75
)


(455
)$
4,929


$
8,379      F-31




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
          Note 8 
    Accounts Payable,
    Accrued Expenses and Other Current Liabilities and Other
    Long-Term
    Liabilities    December 31,2009


2010Accounts payable, accrued expenses and other current
    liabilitiesAccounts payable  trade

$
468,208


$
1,178,301Reserves, rebates, and volume incentive payable


117,665



52,245Other accrued expenses


76,623



135,411Income taxes payable


23,329



32,008Accrued payroll and related benefits


20,151



31,416Customer deposits


153,169



17,266Warranty liability


465



2,907Amounts due under purchase agreements


1,000



Deferred revenue


5,871



5,110Amounts due under upfront fee arrangements


30,440



4,015Accrued interest


754



6,046Liabilities of discontinued operations


522



$
898,197


$
1,464,725   F-32




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  December 31,2009


2010Other long-term liabilitiesAmounts due under purchase agreements

$
2,000


$
Deferred rent


2,317



2,826Deferred revenue


3,522



2,343Contingent consideration






1,186Other


1,480



3,255$
9,319


$
9,610   Note 9 
    Debt    December 31,


March 31,2009


2010


2011(Unaudited)Revolving Credit Facility  U.S. operations

$
176,046


$



$
53,925Term Loan  U.S. operations


57,500







Senior Notes






250,000



250,000Trade facilities  U.S. operations


96,768



64,200



Bank facilities  U.S. operations


8,699



5,103



4,661Bank facilities  Foreign operations


41,831



134,502



141,745Total


380,844



453,805



450,331Less: Long-term debt


51,733



252,586



306,351Lines of credit, trade facilities and current portion of term
    debt

$
329,111


$
201,219


$
143,980Convertible senior subordinated notes

$
21,004


$



$
     2011

$
201,2192012


1,4832013


6282014


1002015


802016 and thereafter


250,295$
453,805   Senior
    Notes
   F-33




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Interest
     F-34




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  12-month
  Year

Percentage2014


104.75
%2015 and thereafter


100.00
%         Revolving
    Credit Facility and Term Loan
     F-35




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Debt
         F-36




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
             F-37




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
          Other
    Facilities  U.S. Operations
     F-38




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Bank
    Facilities  U.S. Operations
    Bank
    Facilities  Foreign Operations
  and/or
   F-39




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    General
    Convertible
    Senior Subordinated Notes
         F-40




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Note 10 
    Redeemable
    Convertible Preferred Stock              Series E
    Redeemable Convertible Preferred Stock
   F-41




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Series D
    Redeemable Convertible Preferred Stock
      Series B
    and C Redeemable Convertible Preferred Stocks
     F-42




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  and/or
         F-43




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Note 11 
    Stockholders
    Equity           F-44




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  Note 12 
    Income
    Taxes    non-U.S. affiliates
        Years Ended December 31,2008


2009


2010United States

$
7,817


$
15,736


$
8,107Foreign


54,661



87,004



69,517$
62,478


$
102,740


$
77,624  F-45




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Years Ended December 31,2008


2009


2010Current:Federal

$
4,403


$
11,092


$
26,978State and local


407



1,005



2,093Foreign


35,215



36,236



30,25640,025



48,333



59,327Deferred:Federal


2,860



3,816



(12,291
)State and local


402



(254
)


(2,439
)Foreign


(7,885
)


(4,896
)


(7,659
)(4,623
)


(1,334
)


(22,389
)$
35,402


$
46,999


$
36,938      F-46




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    December 31,2009


2010Deferred tax assets:Net operating loss carry forwards

$
8,400


$
9,590Accruals not currently deductible


14,048



16,869Bases difference in inventory


9,237



20,413Income tax credits


6,794



Allowance for doubtful accounts


2,969



5,776Capital loss carryforwards


11,913



12,907Stock options


608



1,418Bases difference in amortizable assets






3,665Other  net


5,894



6,413Gross deferred tax assets


59,863



77,051Valuation allowance


(18,520
)


(21,247
)Deferred tax assets, net


41,343



55,804Deferred tax liabilities:Deferred revenue


(2,730
)


Deferred income tax on undistributed earnings of foreign
    subsidiary


(6,236
)


Intangibles


(996
)


(953
)Other






(665
)Total deferred tax liabilities


(9,962
)


(1,618
)Net deferred tax assets (liabilities)

$
31,381


$
54,186As reported in the accompanying consolidated balance sheets:Current deferred tax assets, net of valuation allowance

$
23,129


$
36,357Long-term deferred tax assets, net of valuation allowance


18,214



19,447Current deferred tax liabilities


(4,289
)


Long-term deferred tax liabilities


(5,673
)


(1,618
)$
31,381


$
54,186    F-47




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        December 31,2008


2009


2010U.S. federal statutory income tax rate


35.0
%


35.0
%


35.0
%Federal income tax provision at statutory rate

$
21,868


$
35,959


$
27,168Nondeductible expenses


4,337



380



5,244Excludable non-controlling income


(587
)


(411
)


(192
)Change in valuation allowance


4,496



3,701



3,417State and local income taxes


1,273



191



699Effect of
    non-U.S. tax
    rates


535



(2,520
)


(6,526
)U.S. federal tax on foreign earnings






6,236



(6,236
)Distribution from foreign subsidiaries and affiliates, net of
    foreign tax credits


1,474



1,458



12,384Tax charge on permanent items reconciliation


151



1,492



(1,592
)Provision for uncertain tax positions


816



784



1,823Other


1,039



(271
)


749Total provision for income taxes

$
35,402


$
46,999


$
36,938      F-48




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Uncertain Tax
    Positions
          U.S. Federal
  U.S. State
  Foreign
 F-49




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    2009


2010Balance as of January 1

$
6,625


$
7,136Additions based on tax positions related to the current year


511



1,103Additions for tax positions of prior years






512Reductions for tax positions of prior years






(513
)Balance as of December 31

$
7,136


$
8,238       Note 13 
    Investing
    Activities  Investments 
    Equity Method
   
   
   F-50




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
           
   
    Marketable
    Equity Securities
  available-for-sale available-for-sale available-for-sale
  available-for-sale
 F-51




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Real
    Estate
    Note 14 
    Commitments and
    Contingencies  Operating
    Leases
      2011

$
10,6852012


9,0682013


6,8372014


5,6212015


2,5142016 and thereafter


4,182$
38,907   Capital
    Leases
   F-52




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      2011

$
3,0742012


1,6062013


6732014


1262015


982016 and thereafter


266Total minimum lease payments


5,843Amount representing interest


(487
)Net minimum lease payments

$
5,356   Guarantees
      Litigation,
    Claims, and Assessments
       F-53




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Guarantees
    th No. 09-12323 No. 09-20795, and/or
     F-54




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
           F-55




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Relationship
    with Suppliers
      and/or and/or and/or
   F-56




---



##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        Note 15 
    Employee Benefit
    Plans  Stock Option
    Plan
     F-57




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
        December 31,2008

2009

2010Fair value of options at date of grant

$0.12

$0.94

$14.02Expected option life(a)

6.34 years

5.77 years

5.97 yearsExpected dividend yield(b)

None

None

NoneRisk-free interest rate(c)

2.2%

2.3%

2.2%Expected volatility(d)

36.2%

38.0%

46.5%    (a)
    
    We have elected to calculate the average expected life based on
    the simplified method described in ASC 718 for all at-the
    money grants, as it will be a better representation of the
    estimated life than our actual limited historical exercise
    behavior. For grants where the exercise price is significantly
    higher than the estimated fair value of the common stock at
    grant date, we use the Monte Carlo Simulation method to estimate
    expected option life. Based on our assessment of employee
    groupings and observable behaviors, we determined that a single
    grouping is appropriate.(b)
    
    We use an expected dividend yield of zero, since we do not
    intend to pay cash dividends on our common stock in the
    foreseeable future.(c)
    
    The risk-free interest rate is based on U.S. Treasury
    zero-coupon issues, with a remaining term equal to the expected
    option life assumed at the date of grant.(d)
    
    In 2010, the expected volatility is based on the average
    volatility of up to 19 companies within various SIC
    industries as management believes that we fit the profile of the
    companies selected. In 2009 and 2008, the expected volatility
    was based on a weighting of the volatility of 10 companies
    within the SIC Industry 5065, Electronic Parts and Equipment,
    not Elsewhere Classified, as management believed we fit the
    profile of the companies selected. The group of companies
    selected was then divided in two groups and each group was given
    a different weight based on what management believed was
    appropriate, using each groups past financial history. 
   
 F-58




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Term


Value(a)(In thousands)Outstanding as of January 1, 2008


1,639,992


$
13.46Granted


1,510,250



14.83Exercised






Forfeited


(846,587
)


13.99Outstanding as of December 31, 2008


2,303,655


$
14.17



8.34


$
Exercisable as of December 31, 2008


877,833


$
12.00



6.39


$
Outstanding as of January 1, 2009


2,303,655


$
14.17Granted


975,000



15.00Exercised


(2,000
)


8.00Forfeited


(956,885
)


14.66Outstanding as of December 31, 2009


2,319,770


$
14.32



7.96


$
69Exercisable as of December 31, 2009


919,145


$
12.94



6.14


$
69Outstanding as of January 1, 2010


2,319,770


$
14.32Granted


852,500



30.00Exercised


(6,100
)


12.92Forfeited


(242,225
)


15.09Outstanding as of December 31, 2010


2,923,945


$
18.83



7.90


$
32,660Exercisable as of December 31, 2010


1,348,945


$
15.45



6.69


$
19,628    (a)
    
    The aggregate intrinsic value represents the amount by which the
    fair value of underlying stock exceeds the option exercise price
    for the periods presented. F-59




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
 
    
      Year Ended December 31,2008


2009


2010Share-based compensation expenseASC 718 share-based expense

$
753


$
625


$
2,536Reversal of prior year SFAS No. 5 (ASC 450) stock
    awards commitments granted during the current year


(1,481
)






Total share-based compensation expense

$
(728
)

$
625


$
2,536   Defined
    Contribution Plan
    Note 16 
    Related-Party and
    Affiliate Transactions   F-60




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    1945/1947
              Note 17 
    Segment
    Reporting     F-61




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Corporate andU.S./Canada

LATAM

APAC

Other

Total2008Revenue

$
650,611


$
2,700,279


$
199,275


$



$
3,550,165Gross Profit


44,752



174,284



76,962







295,998Operating income


16,050



56,486



37,083



(561
)


109,058Depreciation and amortization


1,251



6,058



2,047



561



9,917Total assets


122,425



1,259,245



171,211



21,259



1,574,1402009Revenue

$
724,161


$
1,733,522


$
175,373


$



$
2,633,056Gross Profit


58,769



140,014



80,257







279,040Operating income


26,504



38,383



35,455



(3,000
)


97,342Depreciation and amortization


2,505



8,314



2,638







13,457Total assets


261,368



1,286,603



215,131



50,737



1,813,8392010Revenue

$
1,472,593


$
2,749,695


$
367,185


$
1,181


$
4,590,654Gross Profit


85,350



197,635



92,360



(3,670
)


371,675Operating income


31,438



63,665



39,662



(26,360
)


108,405Depreciation and amortization


2,976



5,594



3,189



154



11,913Total assets


605,485



1,518,412



294,304



78,369



2,496,570Three Months Ended March 31, 2010Revenue (unaudited)

$
224,123


$
468,806


$
61,152


$
300


$
754,381Operating income (unaudited)


4,317



4,817



7,602



(9,294
)


7,442Three Months Ended March 31, 2011Revenue (unaudited)

$
285,017


$
806,768


$
175,746


$
343


$
1,267,874Operating income (unaudited)


7,900



28,110



8,345



(1,851
)


42,504Total assets (unaudited)


322,986



1,608,954



355,212



98,446



2,385,598  F-62




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
      Note 18 
    Quarterly Results
    of Operations (unaudited)   F-63




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
    Quarter EndedMarch 31,


June 30,


September 30,


December 31,


Total2009


2009


2009


2009


YearRevenues(1)

$
625,132


$
598,505


$
646,122


$
848,893


$
2,718,652Gross profit


60,316



87,624



120,976



95,720



364,636Net income from continuing operations


6,130



25,265



18,442



5,904



55,741(Loss) income from discontinued operations, net of income taxes


(1,109
)


3,998



(294
)






2,595Net income

$
5,021


$
29,263


$
18,148


$
5,904


$
58,336Net income attributable to Brightstar Corp. stockholders

$
1,976


$
28,716


$
18,127


$
5,422


$
54,241Basic earnings per share for common stock:(2)(Loss) income from continuing operations attributable to
    Brightstar Corp. common stockholders

$
(0.12
)

$
0.55


$
0.36


$
(0.03
)(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.06
)


0.11



(0.01
)


Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.18
)

$
0.66


$
0.35


$
(0.03
)Diluted earnings per share for common stock:(2)(Loss) income from continuing operations attributable to
    Brightstar Corp. common stockholders

$
(0.12
)

$
0.49


$
0.33


$
(0.03
)(Loss) income from discontinued operations attributable to
    Brightstar Corp. common stockholders


(0.06
)


0.10



(0.01
)


Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.18
)

$
0.59


$
0.32


$
(0.03
)   F-64




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
  QuarterQuarter Ended





EndedMarch 31,


June 30,


September 30,


December 31,


Total


March 31,2010


2010


2010


2010


Year


2011Revenues(1)

$
767,377


$
1,049,794


$
1,136,315


$
1,659,377


$
4,612,863


$
1,267,874Gross profit


84,699



94,424



97,207



117,554



393,884



110,564(Loss) income from continuing operations


(4,100
)


19,440



13,273



12,073



40,686



18,670Loss from discontinued operations, net of income taxes


(9
)


(532
)


(380
)






(921
)


(32
)Net (loss) income

$
(4,109
)

$
18,908


$
12,893


$
12,073


$
39,765


$
18,638Net (loss) income attributable to Brightstar Corp. stockholders

$
(4,440
)

$
18,367


$
12,496


$
10,957


$
37,380


$
17,673Basic earnings per share for common stock:(2)(Loss) income from continuing operations attributable to
    Brightstar Corp. common stockholders

$
(0.59
)

$
0.36


$
0.18


$
0.12






$
0.30Loss from discontinued operations attributable to Brightstar
    Corp. common stockholders






(0.02
)


(0.01
)










Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.59
)

$
0.34


$
0.17


$
0.12






$
0.30Diluted earnings per share for common stock:(2)(Loss) income from continuing operations attributable to
    Brightstar Corp. common stockholders

$
(0.59
)

$
0.32


$
0.16


$
0.12






$
0.29Loss from discontinued operations attributable to Brightstar
    Corp. common stockholders






(0.01
)


(0.01
)










Net (loss) income attributable to Brightstar Corp. common
    stockholders

$
(0.59
)

$
0.31


$
0.15


$
0.12






$
0.29    (1)
    
    Sales of wireless devices are
    seasonal. Demand related to the wireless devices market is
    normally highest in the fourth quarter.(2)
    
    Quarterly earnings per common stock
    share are calculated on an individual basis and because of
    rounding, changes in the weighted-average shares outstanding
    during the year and the two-class method, the summation of each
    quarter may not equal the amount calculated for the year as a
    whole. See Note 2  Summary of Significant
    Accounting Policies under Earnings Per Share.  Note 19 
    Subsequent
    Events   F-65




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
 (Information as of March 31, 2011 and for the
 three months ended March 31, 2010 and 2011 is
    unaudited)
 
  tm
 
       F-66




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##### Table of Contents



BRIGHTSTAR CORP.
    AND SUBSIDIARIES



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  Balance at

Charged to



Balance atBeginning

Costs and



End ofAllowance for Doubtful
    Accounts

of Period

Expenses

Deductions(1)

Period(In thousands)2008

$
24,234



4,339



(21,738
)

$
6,8352009

$
6,835



6,435



(1,441
)

$
11,8292010

$
11,829



8,785



(2,222
)

$
18,392    (1)
    
    Deductions include receivables written-off, foreign currency
    translation adjustments and elimination of accounts receivable
    allowance relating to discontinued operations. F-67




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##### Table of Contents



Shares
 
 
  Brightstar Corp.
 
 
   Class A Common Stock
 
       
    
   Goldman,
    Sachs & Co.
    J.P. Morgan 
 
 Barclays Capital
    Credit Suisse
    Jefferies 
 
 
    
   RBC
    Capital Markets
    Stifel Nicolaus Weisel 
 
  Houlihan
    Lokey
    Needham &
    Company, LLC
    Oppenheimer
    & Co.
    Wedbush
    Securities 
    
   Through and
    Including          ,
    2011(the 25th day after the date of this prospectus), all
    dealers effecting transactions in these securities, whether or
    not participating in this offering, may be required to deliver a
    prospectus. This is in addition to a dealers obligation to
    deliver a prospectus when acting as an underwriter and with
    respect to an unsold allotment or subscription.




---



##### Table of Contents



PART II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution.  Amountto be PaidRegistration fee

$
34,830FINRA Filing fee


75,500Stock exchange fee


*Transfer agents fees


*Printing and engraving expenses


*Legal fees and expenses


*Accounting fees and expenses


*Blue Sky fees and expenses


*Miscellaneous


*Total

$
*    *
    
    To be provided by amendment.  Item 14.
    Indemnification
    of Directors and Officers.         II-1




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##### Table of Contents



Item 15.
    Recent Sales
    of Unregistered Securities.              Item 16.
    Exhibits and
    Financial Statement Schedules.   II-2




---



##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber

Description1


Form of Underwriting Agreement*3
.1

Certificate of Incorporation*3
.2

By-Laws*4
.1

Form of Class A Common Stock Certificate*4
.2

Fourth Amended and Restated Stockholders Agreement of
    Brightstar Corp. dated September 30, 20085
.1

Opinion of Davis Polk & Wardwell LLP*10
.1

Third Amended And Restated Revolving Credit And Security
    Agreement between PNC Bank, National Association, as lender and
    administrative agent, PNC Capital Markets LLC, as sole lead
    arranger, and the other lenders party thereto, Brightstar Corp.
    and Brightstar US, Inc., as borrowers, and the other loan
    parties signatory thereto dated December 23, 2010*10
.2

Consent and Amendment No. 1 to the Third Amended and
    Restated Revolving Credit and Security Agreement between PNC
    Bank, National Association, as lender and agent, and the other
    lenders party thereto, Brightstar Corp. and Brightstar US, Inc.,
    as borrowers, and the other loan parties signatory thereto dated
    April 8, 2011*10
.3

Indenture, dated as of November 30, 2010, among Brightstar
    Corp., the guarantors party thereto and Deutsche Bank
    Trust Company Americas, as Trustee; governing the of
    9.500% Senior Notes due 2016 (including the form of note)10
.4

Third Amended And Restated Shareholders Deed of Brightstar
    Europe Limited by and among WDC Limited Partnership, TD United
    Kingdom Acquisition Limited, Brightstar Corp., Tech Data
    Corporation and Brightstar Europe Limited dated April 29,
    201110
.5

Employment Agreement, dated June 1, 2011, by and between R.
    Marcelo Claure and Brightstar Corp.*10
.6

Employment Agreement, dated June 1, 2011, by and between
    Dennis Strand and Brightstar Corp.*10
.7

Employment Agreement, dated June 1, 2011, by and between
    Michael J Cost and Brightstar US, Inc.*10
.8

Employment Agreement, dated June 1, 2011, by and between
    Oscar A. Rojas and Brightstar Corp.*10
.9

Amended and Restated Employment Agreement, dated June 1,
    2011, by and between Arturo A. Osorio and Brightstar Logistics
    PTY Limited*10
.10

Brightstar Corp. 2004 Stock Incentive Plan*10
.11

Brightstar Corp. 2006 Executive Stock Incentive Plan*10
.12

Brightstar Corp. 2011 Stock Incentive Plan*10
.13

Form of Director and Officer Indemnification Agreement*10
.14

Form of Director and Officer Indemnification Agreement for
    directors appointed by LG Brightstar LLC*10
.15

Compensation agreement, dated September 4, 2008, by and
    between Charles H. Fine and Brightstar Corp.*10
.16

Service Agreement, dated as of September 3, 2006, among
    Research In Motion Corporation and Brightstar Corp. and
    Brightstar US Inc.*21
.1

Subsidiaries of the Registrant*23
.1

Consent of KPMG LLP23
.2

Consent of Davis Polk & Wardwell LLP (included in
    Exhibit 5)*24
.1

Power of Attorney (included on signature page)**  
   *
    
    To be filed with subsequent amendment to the
    S-1.**
    
    Filed previously.
    
    Indicates a management contract or compensatory plan or
    arrangement. II-3




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##### Table of Contents



Item 17.
    Undertakings             II-4




---



##### Table of Contents



SIGNATURES
 
  th
 
    By:
    /s/  Dennis
    J. Strand   Title:
    Executive Vice President and Chief Financial Officer    
 Signature

Title

Date*R.
    Marcelo Claure

Chairman and Chief Executive Officer (Principal Executive
    Officer)

June 27, 2011/s/  Dennis
    J. StrandDennis
    J. Strand

Executive Vice President, Chief Financial Officer and Director
    (Principal Financial Officer and Principal Accounting Officer)

June 27, 2011*Steven
    I. Bandel

Director

June 27, 2011*Michael
    J. Cost

Director

June 27, 2011*Oscar
    J. Fumagali

Director

June 27, 2011*Rafael
    M. de Guzman III

Director

June 27, 2011*Charles
    H. Fine

Director

June 27, 2011*Alan
    E. Goldberg

Director

June 27, 2011*Lance
    L. Hirt

Director

June 27, 2011*Robert
    D. Lindsay

Director

June 27, 2011*Thomas
    J. Meredith

Director

June 27, 2011*Andrew
    S. Weinberg

Director

June 27, 2011*By:

/s/  Dennis
    J. StrandDennis
    J. Strand

Attorney-in-Fact

June 27, 2011




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##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber

Description1


Form of Underwriting Agreement*3
.1

Certificate of Incorporation*3
.2

By-Laws*4
.1

Form of Class A Common Stock Certificate*4
.2

Fourth Amended and Restated Stockholders Agreement of
    Brightstar Corp. dated September 30, 20085
.1

Opinion of Davis Polk & Wardwell LLP*10
.1

Third Amended And Restated Revolving Credit And Security
    Agreement between PNC Bank, National Association, as lender and
    administrative agent, PNC Capital Markets LLC, as sole lead
    arranger, and the other lenders party thereto, Brightstar Corp.
    and Brightstar US, Inc., as borrowers, and the other loan
    parties signatory thereto dated December 23, 2010*10
.2

Consent and Amendment No. 1 to the Third Amended and
    Restated Revolving Credit and Security Agreement between PNC
    Bank, National Association, as lender and agent, and the other
    lenders party thereto, Brightstar Corp. and Brightstar US, Inc.,
    as borrowers, and the other loan parties signatory thereto dated
    April 8, 2011*10
.3

Indenture, dated as of November 30, 2010, among Brightstar
    Corp., the guarantors party thereto and Deutsche Bank
    Trust Company Americas, as Trustee; governing the of
    9.500% Senior Notes due 2016 (including the form of note)10
.4

Third Amended And Restated Shareholders Deed of Brightstar
    Europe Limited by and among WDC Limited Partnership, TD United
    Kingdom Acquisition Limited, Brightstar Corp., Tech Data
    Corporation and Brightstar Europe Limited dated April 29,
    201110
.5

Employment Agreement, dated June 1, 2011, by and between R.
    Marcelo Claure and Brightstar Corp.*10
.6

Employment Agreement, dated June 1, 2011, by and between
    Dennis Strand and Brightstar Corp.*10
.7

Employment Agreement, dated June 1, 2011, by and between
    Michael J Cost and Brightstar US, Inc.*10
.8

Employment Agreement, dated June 1, 2011, by and between
    Oscar A. Rojas and Brightstar Corp.*10
.9

Amended and Restated Employment Agreement, dated June 1,
    2011, by and between Arturo A. Osorio and Brightstar Logistics
    PTY Limited*10
.10

Brightstar Corp. 2004 Stock Incentive Plan*10
.11

Brightstar Corp. 2006 Executive Stock Incentive Plan*10
.12

Brightstar Corp. 2011 Stock Incentive Plan*10
.13

Form of Director and Officer Indemnification Agreement*10
.14

Form of Director and Officer Indemnification Agreement for
    directors appointed by LG Brightstar LLC*10
.15

Compensation agreement, dated September 4, 2008, by and
    between Charles H. Fine and Brightstar Corp.*10
.16

Service Agreement, dated as of September 3, 2006, among
    Research In Motion Corporation and Brightstar Corp. and
    Brightstar US Inc.*21
.1

Subsidiaries of the Registrant*23
.1

Consent of KPMG LLP23
.2

Consent of Davis Polk & Wardwell LLP (included in
    Exhibit 5)*24
.1

Power of Attorney (included on signature page)**  
   *
    
    To be filed by subsequent amendment.**
    
    Filed previously. 
  
    
    Indicates a management contract or compensatory plan or
    arrangement.