UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
 1-12845
(Commission File no.)
 
 Brightpoint, Inc.
 (Exact name of registrant as specified in its charter)
 Indiana
    
    35-1778566(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)
 7635 INTERACTIVE WAY, SUITE 200, INDIANAPOLIS, INDIANA 46278  (Address of principal executive offices including zip code)
 Registrants telephone number, including area code: (317) 707-2355
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 Par value
    
    The NASDAQ Stock Market LLC (NASDAQ Global Select Market)Preferred Share Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act: NONE
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 Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
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   DOCUMENTS INCORPORATED BY REFERENCE:




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PART I
 Item 1. Business.
 General
      Financial Overview and Recent Developments
 
    
    Debt Reduction. For 2008, cash flows from operations increased $199.1 million to $272.8
million. We used cash flows from operations as well as cash on hand to pay down debt by
$279.5 million during 2008. As of December 31, 2008, we had total liquidity (unrestricted
cash and unused borrowing availability) of $401.2 million compared to $232.0 million at
December 31, 2007. Total debt outstanding was $176.4 million at December 31, 2008.
    
    Goodwill Impairment Charge.Goodwill is subject to annual reviews for impairment based
on a two-step test in accordance with Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. We perform our annual goodwill impairment test in
the fourth quarter of each year.During the fourth quarter of 2008, there were severe disruptions in the credit markets and
reductions in global economic activity which had significant adverse impacts on stock
markets and on the outlook for the global wireless industry, both of which contributed to a
significant decline in Brightpoints stock price and corresponding market capitalization.
The result of our annual goodwill impairment test was that the carrying amount of the net
assets allocated to the Europe, Middle East, and Africa (EMEA) reporting unit exceeded the
fair market value. The entire amount of goodwill allocated to that reporting unit was
impaired, which resulted in an impairment charge of $325.9 million. The impairment charge
was approved by our Board of Directors in February 2009. The goodwill allocated to the EMEA
reporting unit is primarily related to the July 2007 acquisition of Dangaard Telecom. The
impairment charge resulted from factors impacted by current market conditions including: 1)
lower market valuation multiples for similar assets; 2) higher discount rates resulting from
turmoil in the credit and equity markets; and 3) current
 2




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cash flow forecasts for the EMEA markets in which we operate. The impairment will not result
in any current or future cash expenditures.
    
    Realignment of European Operations.On June 30, 2008 we announced that as part of the
natural progression of the Dangaard integration process, we were realigning our European
operations in an effort to streamline our business processes and optimize our business
model. We believe that these efforts, and the resultant cost reductions and operational
efficiencies, will help produce additional synergies for us. We incurred restructuring
costs of $9.9 million for the year ended December 31, 2008 related to these initiatives,
which are included as restructuring charge in the Consolidated Statement of Operations.
    
    2009 Spending and Debt Reduction Plan.In February 2009, we announced a plan to reduce
spending in 2009 by $40 to $45 million and to reduce average daily debt by approximately
$100 million to $150 million in 2009 (the 2009 Spending and Debt Reduction Plan). The
highlights of this plan are:
 
    
    Eliminate 2009 Senior Executive Officers Cash Bonuses  Brightpoint
senior executive officers have voluntarily elected to waive their 2009 cash
incentive compensation opportunities.
    
    Reduce Staff Bonuses  Cash incentive compensation opportunities for
non-executives will be suspended for the first half of 2009.
    
    Freeze Base Pay  Employees base salary will be frozen except
adjustments required by law or other special circumstances.
    
    Impose General Hiring Freeze the Company has implemented a general
hiring freeze.
    
    Reduce Global Workforce  the Company will reduce its global workforce
by at least 220 positions, or approximately 7%. This is in addition to the
approximate 10% reduction in workforce announced in June 2008.
    
    Debt reduction  the Company expects to reduce average daily debt outstanding
by $100 million to $150 million in 2009 through improvements in working capital.
Working capital improvements will come through reducing aged inventory and
receivables, renegotiating customer and vendor terms, and renegotiating of
under-performing programs/channels or terminating those programs if satisfactory
returns are not met.
 Global Wireless Industry
  
    
    Mobile network operators:build and operate wireless networks and provide voice and data
access services to subscribers. MVNOs resell voice and data access services, or airtime,
from other mobile operators and do not directly build and operate their own wireless
networks.
    
    Infrastructure designers, manufacturers, builders, and operators:companies who operate
in this segment provide mobile operators with technology, equipment, and cell sites to host
and operate the networks.
    
    Component designers and manufacturers:design technology and components that are embedded
within a wireless device. Components include semiconductor chip sets, displays, antennae and
others.
    
    Content providers: develop mobile content for use with wireless devices and provide
consumers with content such as ring tones, messaging, music, streaming video and television,
games and other applications.
    
    Wireless device manufacturers:design, manufacture, and market wireless devices, such as
cellular phones, wireless personal digital assistants, smart-phones and pagers, which
connect subscribers to a wireless network.
    
    Supply chain management providers, retailers and resellers:supply chain management
providers provide logistic and distribution services to physically move wireless devices and
related products from manufacturers or mobile operators closer to, or directly into, the
hands of mobile subscribers; retailers, value-added resellers and system integrators
 3




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provide subscribers and potential subscribers with an access point, either physical or
on-line, to purchase a subscription and/or a wireless device
  Generation
    
    Technology Standards1G Analog
    
    AMPS2G Digital
    
    TDMA, CDMA, GSM, iDEN2.5G Digital
    
    GPRS, EDGE, CDMA 1xRTT3G Digital
    
    W-CDMA/UMTS, CDMA 1xEV-DO, HSDPA3.5 G Digital
    
    HC-SDMA, E-UTRA, UMB, WiMAX4 G
    
    LTE Advanced
    Converged Devices.
 Increasing Subscribers.
 Next Generation Systems.
 4




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New or Expanding Industry Participants.
 Pricing Factors and Average Selling Prices.
 Our Business
  Product Distribution.
  5




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Logistic Services.
  Activation Services.
 Prepaid Airtime.
 Our Strategy
   6




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Expand into New Geographic Markets.
 Expand Existing Product and Service Offerings in Current Markets.
 Optimize Existing Global Business Model and Utilize Scale to Gain Efficiencies.
 Customers
  Mobile Operators and MVNOs:
 Dealers and Agents:
 Mass Retailers:
 Other Distributors:
  7




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Purchasing and Suppliers
    Sales and Marketing
   8




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Seasonality
  
    
    promotions and subsidies by mobile operators;
    
    the timing of local holidays and other events affecting consumer demand;
    
    the timing of the introduction of new products by our suppliers and competitors;
    
    purchasing patterns of customers in different markets;
    
    general economic conditions; and
    
    product availability and pricing.
  Competition
    9




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Product Distribution.
  Logistic Services.
  Activation Services.
  Prepaid Airtime.
  Information Systems
  Employees
  10




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Segment and Geographic Financial Information
  Item 1A. Risk Factors.
  General risks related to our operations
 The current global economic downturn could cause a severe disruption in our operations.
 
    
    Liquidity:
 
    
    The global economic downturn and the associated credit crisis could
continue or worsen and reduce liquidity and this could have a negative impact on
financial institutions and the global financial system, which would, in turn, have a
negative impact on us and our creditors.
    
    Credit insurers could drop coverage on our customers and increase
premiums, deductibles and co-insurance levels on our remaining or prospective
coverage.
    
    Our suppliers could tighten trade credit which could negatively impact
our liquidity.
    
    We may not be able to borrow additional funds under our existing credit
facilities if participating banks become insolvent or their liquidity is limited or
impaired. In addition, we may not be able retain current accounts receivable
factoring arrangements or secure new accounts receivable factoring agreements.
 
    
    Demand:
 
    
    The global recession has resulted in severe job losses and lower consumer
confidence, which could cause a decrease in demand for our products and services.
 
    
    Prices:
 
    
    Certain markets have experienced and may continue to experience
deflation, which could negatively impact our average selling price and revenue.
 
    
    Counterparty risk:
 
    
    Our customers, vendors and their suppliers (e.g. component manufacturers)
may become insolvent and file for bankruptcy, which could negatively impact our
results of operations.
 Our operations could be harmed by fluctuations in regional demand patterns and economic factors.
 11




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We have debt facilities that could prevent us from borrowing additional funds, if needed.
 We may have difficulty collecting our accounts receivable.
 
    
    our credit granting policies,
    
    contractual provisions,
    
    our customers and our overall credit rating as determined by various credit rating agencies,
    
    industry and economic conditions,
    
    the ability of the customer to provide security, collateral or guarantees relative to credit granted by us,
    
    the customers and our recent operating results, financial position and cash flows; and
    
    our ability to obtain credit insurance on amounts that we are owed.
  We rely on our suppliers to provide trade credit terms to adequately fund our on-going operations
and product purchases.
 
    
    pledged cash requirements;
    
    our payment history with the supplier;
    
    the suppliers credit granting policies, contractual provisions;
    
    our overall credit rating as determined by various credit rating agencies;
    
    industry conditions;
    
    our recent operating results, financial position and cash flows; and
    
    the suppliers ability to obtain credit insurance on amounts that we owe them.
  12




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A significant percentage of our revenues are generated outside of the United States in countries
that may have volatile currencies or other risks.
 
    
    potentially significant increases in wireless product prices.
    
    increased credit risks, customs duties, import quotas and other trade restrictions;
    
    potentially greater inflationary pressures;
    
    shipping delays;
    
    the risk of failure or material interruption of wireless systems and services; and
    
    possible wireless product supply interruption;
  The loss or reduction in orders from principal customers or a reduction in the prices we are able
to charge these customers could cause our revenues to decline and impair our cash flows.
 Our operating results frequently vary significantly and respond to seasonal fluctuations in
purchasing patterns.
 
    
    promotions and subsidies by mobile operators;
    
    the timing of local holidays and other events affecting consumer demand;
    
    the timing of the introduction of new products by our suppliers and competitors;
    
    purchasing patterns of customers in different markets;
    
    general economic conditions; and
    
    product availability and pricing.
 13




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We buy a significant amount of our products from a limited number of suppliers, and they may not
provide us with competitive products at reasonable prices when we need them in the future.
 Our business could be harmed by consolidation of mobile operators.
 We make significant investments in the technology used in our business and rely on that technology
to function effectively without interruptions.
 A substantial number of shares will be eligible for future sale by Dangaard Holding and the sale of
those shares could adversely affect our stock price.
 14




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Our future operating results will depend on our ability to continue to increase volumes and
maintain margins.
 Our business growth strategy includes acquisitions.
 Our business depends on the continued tendency of wireless equipment manufacturers and network
operators to outsource aspects of their business to us in the future.
 We depend on third parties to manufacture products that we distribute and, accordingly, rely on
their quality control procedures.
 Rapid technological changes in the global wireless industry could render our services or the
products we handle obsolete or less marketable.
 Natural disasters, epidemics, hostilities and terrorist acts could disrupt our operations.
 The global wireless industry is intensely competitive and we may not be able to continue to compete
successfully in this industry.
 15




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We may not be able to grow at our historical or current rates or effectively manage future growth.
 Our business strategy includes entering into relationships and financing that may provide us with
minimal returns or losses on our investments .
 We are subject to certain personnel related issues.
   16




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We rely to a great extent on trade secret and copyright laws and agreements with our key employees
and other third parties to protect our proprietary rights .
  We have significant future payment obligations pursuant to certain leases and other long-term
contracts.
 We depend on our computer and communications systems.
 The market price of our common stock may continue to be volatile .
 
    
    actual or anticipated variations in our quarterly operating results or financial position;
    
    repurchases of common stock;
    
    commencement of litigation;
    
    the introduction of new services, products or technologies by us, our suppliers or our competitors;
    
    changes in other conditions or trends in the wireless voice and data industry;
    
    changes in governmental regulation and the enforcement of such regulation;
    
    changes in the assessment of our credit rating as determined by various credit rating agencies; and
    
    changes in securities analysts estimates of our future performance or that of our competitors or
our industry in general.
  17




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There are amounts of our securities issuable pursuant to our 2004 Long-Term Incentive Plan and our
Amended and Restated Independent Director Stock Compensation Plan that, if issued, could result in
dilution to existing shareholders, reduce earnings and earnings per share in future periods and
reduce the market price of our common stock.
 Item 1B. Unresolved Staff Comments.
  Item 2. Properties.
  Number of
    
    AggregateLocations(1)
    
    Square FootageAmericas
    
    
    8
    
    
    
    1,507,943Asia-Pacific
    
    
    11
    
    
    
    172,970Europe, Middle East and Africa
    
    
    26
    
    
    
    731,27245
    
    
    
    2,412,185
 
 (1)
    
    Refers to facilities operated by the Company that are greater than 1,000 square feet.  Item 3. Legal Proceedings.
  Item 4. Submission of Matters to a Vote of Security Holders.
  18




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PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  2008
    
    High
    
    LowFirst Quarter
    
    $
    15.32
    
    
    $
    8.02Second Quarter
    
    
    10.35
    
    
    
    6.89Third Quarter
    
    
    8.75
    
    
    
    6.21Fourth Quarter
    
    
    7.23
    
    
    
    3.10
 2007
    
    High
    
    LowFirst Quarter
    
    $
    14.02
    
    
    $
    10.17Second Quarter
    
    
    14.65
    
    
    
    11.73Third Quarter
    
    
    15.01
    
    
    
    11.17Fourth Quarter
    
    
    18.18
    
    
    
    14.57
  Dividend Payment orDeclaration Date
    
    Stock Split Effective Date
    
    Split RatioAugust 31, 1995
    
    September 20, 1995
    
    5 for 4November 12, 1996
    
    December 17, 1996
    
    3 for 2January 28, 1997
    
    March 3, 1997
    
    5 for 4October 22, 1997
    
    November 21, 1997
    
    2 for 1June 26, 2002
    
    June 27, 2002
    
    1 for 7July 29, 2003
    
    August 25, 2003
    
    3 for 2September 15, 2003
    
    October 15, 2003
    
    3 for 2August 12, 2005
    
    September 15, 2005
    
    3 for 2December 5, 2005
    
    December 30, 2005
    
    3 for 2May 9, 2006
    
    May 31, 2006
    
    6 for 5
     19




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COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BRIGHTPOINT INC., NASDAQ MARKET INDEX,
S&P SMALLCAP 600 INDEX AND HEMSCOTT GROUP INDEX
 
 
 20




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Item 6. Selected Financial Data.
 (Amounts in thousands, except per share data)Year Ended December 31,2008(1)
    
    2007(1)
    
    2006(1)
    
    2005(1)
    
    2004Revenue
    
    $
    4,640,478
    
    
    $
    4,236,283
    
    
    $
    2,414,243
    
    
    $
    2,140,177
    
    
    $
    1,772,424Gross profit
    
    
    346,723
    
    
    
    269,374
    
    
    
    151,098
    
    
    
    132,012
    
    
    
    104,764Operating income (loss) from continuing
operations
    
    
    (277,575
    )
    
    
    65,206
    
    
    
    48,655
    
    
    
    44,353
    
    
    
    35,567Income (loss) from continuing operations
    
    
    (333,431
    )
    
    
    46,416
    
    
    
    36,160
    
    
    
    31,918
    
    
    
    23,826Total gain (loss) from discontinued
operations, net
of income taxes
    
    
    (8,683
    )
    
    
    978
    
    
    
    (550
    )
    
    
    (21,478
    )
    
    
    (10,056
    )Net income (loss)
    
    
    (342,114
    )
    
    
    47,394
    
    
    
    35,610
    
    
    
    10,440
    
    
    
    13,770Earnings per share  basic:(2)Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.76
    
    
    $
    0.74
    
    
    $
    0.67
    
    
    $
    0.48Discontinued operations
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )
    
    
    (0.45
    )
    
    
    (0.20
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.78
    
    
    $
    0.73
    
    
    $
    0.22
    
    
    $
    0.28Earnings per share  diluted:(2)Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.73
    
    
    $
    0.72
    
    
    $
    0.64
    
    
    $
    0.46Discontinued operations
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )
    
    
    (0.43
    )
    
    
    (0.19
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.75
    
    
    $
    0.71
    
    
    $
    0.21
    
    
    $
    0.27
 2008
    
    2007
    
    2006
    
    2005
    
    2004Working capital
    
    $
    234,741
    
    
    $
    525,778
    
    
    $
    159,760
    
    
    $
    121,336
    
    
    $
    103,525Total assets
    
    
    1,146,360
    
    
    
    1,972,361
    
    
    
    778,353
    
    
    
    487,824
    
    
    
    437,584Long-term obligations
    
    
    175,607
    
    
    
    441,521
    
    
    
    3,750
    
    
    
    
    
    
    
    Total liabilities
    
    
    895,796
    
    
    
    1,370,778
    
    
    
    583,525
    
    
    
    338,782
    
    
    
    286,847Shareholders equity
    
    
    250,564
    
    
    
    600,765
    
    
    
    194,828
    
    
    
    149,042
    
    
    
    150,737
 
 (1)
    
    The consolidated statements of operations reflect the reclassification of the results of
operations of our locally branded PC notebook business in Slovakia to discontinued operations for
all periods presented in accordance with U.S. generally accepted accounting principles. This
business was previously reported in our EMEA reporting segment. Operating data includes certain
items that were recorded in the years presented as follows: restructuring charges in 2008, 2007,
2006, and 2005; $325.9 million goodwill impairment charge in 2008; $18 million of charges related
to valuation allowances on certain tax assets that are no longer expected to be utilized in 2008;
and $16.1 million of tax benefits in 2007. See Item 7, Managements Discussion and Analysis of
Financial Condition.(2)
    
    Per share amounts for all periods have been adjusted to reflect the 6 for 5 Common Stock split
(paid in the form of a stock dividend) effected on May 31, 2006, and the 3 for 2 common stock
splits (paid in the form of stock dividends) effected on December 30, 2005 and September 15, 2005. 21




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW AND RECENT DEVELOPMENTS
      
    
    Debt Reduction. For 2008, cash flows from operations increased $199.1 million to $272.8
million. We used cash flows from operations as well as cash on hand to pay down debt by
$279.5 million during 2008. As of December 31, 2008, we had total liquidity (unrestricted
cash and unused borrowing availability) of $401.2 million compared to $232.0 million at
December 31, 2007. Total debt outstanding was $176.4 million at December 31, 2008.
    
    Goodwill Impairment Charge.Goodwill is subject to annual reviews for impairment based
on a two-step test in accordance with Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. We perform our annual goodwill impairment test in
the fourth quarter of each year.During the fourth quarter of 2008, there were severe disruptions in the credit markets and
reductions in global economic activity which had significant adverse impacts on stock
markets and on the outlook for the wireless industry, both of which contributed to a
significant decline in Brightpoints stock price and corresponding market capitalization.
The result of our annual goodwill impairment test was that the carrying amount of the net
assets allocated to the Europe, Middle East, and Africa (EMEA) reporting unit exceeded the
fair market value. The entire amount of goodwill allocated to that reporting unit was
impaired, which resulted in an impairment charge of $325.9 million. The impairment charge
was approved by our Board of Directors in February 2009. The goodwill allocated to the EMEA
reporting unit is primarily related to the July 2007 acquisition of Dangaard Telecom. The
impairment charge resulted from factors driven by current market conditions including: 1)
lower market valuation multiples for
 22




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similar assets; 2) higher discount rates resulting from turmoil in the credit and equity
markets; and 3) current cash flow forecasts for the EMEA markets in which we operate. The
impairment will not result in any current or future cash
expenditures.
    
    Realignment of European Operations.On June 30, 2008 we announced that as part of the
natural progression of the Dangaard integration process, we were realigning our European
operations in an effort to streamline our business processes and optimize our business
model. We believe that these efforts, and the resultant cost reductions and operational
efficiencies, will help produce additional synergies for us. We incurred restructuring
costs of $9.9 million for the year ended December 31, 2008 related to these initiatives,
which are included as restructuring charge in the Consolidated Statement of Operations.
    
    2009 Spending and Debt Reduction Plan.In February 2009, we announced a plan to reduce
spending in 2009 by $40 to $45 million and to reduce average daily debt by approximately
$100 million to $150 million in 2009 (the 2009 Spending and Debt Reduction Plan). The
highlights of this plan are:
 
    
    Eliminate 2009 Senior Executive Officers Cash Bonuses  Brightpoint
senior executive officers have voluntarily elected to waive their 2009 cash
incentive compensation opportunities.
    
    Reduce Staff Bonuses  Cash incentive compensation opportunities for
non-executives will be suspended for the first half of 2009.
    
    Freeze Base Pay  Employees base salary will be frozen except
adjustments required by law or other special circumstances.
    
    Impose General Hiring Freeze the Company has implemented a general
hiring freeze.
    
    Reduce Global Workforce  the Company will reduce its global workforce
by at least 220 positions, or approximately 7%. This is in addition to the
approximate 10% reduction in workforce announced in June 2008.
    
    Debt reduction  the Company expects to reduce average daily debt outstanding
by $100 million to $150 million in 2009 through improvements in working capital.
Working capital improvements will come through reducing aged inventory and
receivables, renegotiating customer and vendor terms, and renegotiating of
under-performing programs/channels or terminating those programs if satisfactory
returns are not met.
   23




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2008 RESULTS OF OPERATIONS
 Revenue and units handled by division and service line
 Year Ended December 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Distribution revenueAmericas
    
    $
    705,229
    
    
    
    17
    %
    
    $
    960,405
    
    
    
    25
    %
    
    
    (27
    %)Asia-Pacific
    
    
    1,143,293
    
    
    
    27
    %
    
    
    1,495,234
    
    
    
    38
    %
    
    
    (24
    %)EMEA
    
    
    2,363,289
    
    
    
    56
    %
    
    
    1,422,464
    
    
    
    37
    %
    
    
    66
    %Total
    
    $
    4,211,811
    
    
    
    100
    %
    
    $
    3,878,103
    
    
    
    100
    %
    
    
    9
    %Logistic services revenueAmericas
    
    $
    184,188
    
    
    
    43
    %
    
    $
    195,028
    
    
    
    55
    %
    
    
    (6
    %)Asia-Pacific
    
    
    47,924
    
    
    
    11
    %
    
    
    36,030
    
    
    
    10
    %
    
    
    33
    %EMEA
    
    
    196,555
    
    
    
    46
    %
    
    
    127,122
    
    
    
    35
    %
    
    
    55
    %Total
    
    $
    428,667
    
    
    
    100
    %
    
    $
    358,180
    
    
    
    100
    %
    
    
    20
    %Total revenueAmericas
    
    $
    889,417
    
    
    
    19
    %
    
    $
    1,155,433
    
    
    
    27
    %
    
    
    (23
    %)Asia-Pacific
    
    
    1,191,217
    
    
    
    26
    %
    
    
    1,531,264
    
    
    
    36
    %
    
    
    (22
    %)EMEA
    
    
    2,559,844
    
    
    
    55
    %
    
    
    1,549,586
    
    
    
    37
    %
    
    
    65
    %Total
    
    $
    4,640,478
    
    
    
    100
    %
    
    $
    4,236,283
    
    
    
    100
    %
    
    
    10
    %
 Year EndedDecember 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold through distributionAmericas
    
    
    5,397
    
    
    
    21
    %
    
    
    7,117
    
    
    
    28
    %
    
    
    (24
    %)Asia-Pacific
    
    
    10,185
    
    
    
    40
    %
    
    
    13,065
    
    
    
    51
    %
    
    
    (22
    %)EMEA
    
    
    9,711
    
    
    
    39
    %
    
    
    5,553
    
    
    
    21
    %
    
    
    75
    %Total
    
    
    25,293
    
    
    
    100
    %
    
    
    25,735
    
    
    
    100
    %
    
    
    (2
    %)Wireless devices handled through logistic servicesAmericas
    
    
    51,577
    
    
    
    88
    %
    
    
    52,492
    
    
    
    92
    %
    
    
    (2
    %)Asia-Pacific
    
    
    2,014
    
    
    
    3
    %
    
    
    1,756
    
    
    
    3
    %
    
    
    15
    %EMEA
    
    
    5,126
    
    
    
    9
    %
    
    
    2,959
    
    
    
    5
    %
    
    
    73
    %Total
    
    
    58,717
    
    
    
    100
    %
    
    
    57,207
    
    
    
    100
    %
    
    
    3
    %Total wireless devices handledAmericas
    
    
    56,974
    
    
    
    68
    %
    
    
    59,609
    
    
    
    72
    %
    
    
    (4
    %)Asia-Pacific
    
    
    12,199
    
    
    
    14
    %
    
    
    14,821
    
    
    
    18
    %
    
    
    (18
    %)EMEA
    
    
    14,837
    
    
    
    18
    %
    
    
    8,512
    
    
    
    10
    %
    
    
    74
    %Total
    
    
    84,010
    
    
    
    100
    %
    
    
    82,942
    
    
    
    100
    %
    
    
    1
    %
  24




---



##### 



2008 Percentage Change in Revenue vs. 2007Non-
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalWireless
    
    Average
    
    handset
    
    
    
    
    
    
    
    
    
    
    
    
    
    Percentagedevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    
    
    
    
    Change inhandled (1)
    
    Price (2)
    
    revenue (3)
    
    Currency
    
    Subtotal (4)
    
    Acquisitions
    
    RevenueDistribution
    
    
    (19
    %)
    
    
    (6
    %)
    
    
    1
    %
    
    
    (1
    %)
    
    
    (25
    %)
    
    
    34
    %
    
    
    9
    %Logistic services
    
    
    0
    %
    
    
    (4
    %)
    
    
    8
    %
    
    
    3
    %
    
    
    7
    %
    
    
    13
    %
    
    
    20
    %Total
    
    
    (17
    %)
    
    
    (6
    %)
    
    
    2
    %
    
    
    (1
    %)
    
    
    (22
    %)
    
    
    32
    %
    
    
    10
    %
 
 (1)
    
    Handset-based volume represents the percentage change in revenue due to the change in quantity of wireless devices sold through our distribution business and the change in quantity of wireless devices
handled through our logistic services business.(2)
    
    Average selling price represents the percentage change in revenue due to the change in the average selling price of wireless devices sold through our distribution business and the change in the average fee
per wireless device handled through our logistic services business.(3)
    
    Non-handset distribution revenue represents the percentage change in revenue from accessories sold, freight and non-voice navigation devices sold through our distribution business. Non-handset based
logistic services revenue represents the percentage change in revenue
from the sale of prepaid airtime, freight billed, and fee based services other than fees earned from wireless devices handled. Changes in non-handset based revenue does not include changes in reported
wireless devices.(4)
    
    The subtotal represents the percent change in distribution
revenue and logistic services revenue excluding the impact of the acquisitions of the North America and Latin America operations of CellStar on March
31, 2007 and of Dangaard Telecom on July 31, 2007. Revenue and wireless devices handled by division:
 Americas
 Year Ended December 31,% of
    
    
    
    
    
    
    % of2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    ChangeREVENUE:Distribution
    
    $
    705,229
    
    
    
    79
    %
    
    $
    960,405
    
    
    
    83
    %
    
    
    (27
    %)Logistic services
    
    
    184,188
    
    
    
    21
    %
    
    
    195,028
    
    
    
    17
    %
    
    
    (6
    %)Total
    
    $
    889,417
    
    
    
    100
    %
    
    $
    1,155,433
    
    
    
    100
    %
    
    
    (23
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    5,397
    
    
    
    9
    %
    
    
    7,117
    
    
    
    12
    %
    
    
    (24
    %)Logistic services
    
    
    51,577
    
    
    
    91
    %
    
    
    52,492
    
    
    
    88
    %
    
    
    (2
    %)Total
    
    
    56,974
    
    
    
    100
    %
    
    
    59,609
    
    
    
    100
    %
    
    
    (4
    %)
  2008 Percentage Change in Revenue vs. 2007Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    CellStarhandled
    
    Price
    
    revenue
    
    Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    (42
    %)
    
    
    5
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    (39
    %)
    
    
    12
    %
    
    
    (27
    %)Logistic services
    
    
    (1
    %)
    
    
    (3
    %)
    
    
    (2
    %)
    
    
    0
    %
    
    
    (6
    %)
    
    
    0
    %
    
    
    (6
    %)Total
    
    
    (35
    %)
    
    
    4
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    (33
    %)
    
    
    10
    %
    
    
    (23
    %)
  25




---



##### 



Asia-Pacific
 Year Ended December 31,% of
    
    % of2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    ChangeREVENUE:Distribution
    
    $
    1,143,293
    
    
    
    96
    %
    
    $
    1,495,234
    
    
    
    98
    %
    
    
    (24
    %)Logistic services
    
    
    47,924
    
    
    
    4
    %
    
    
    36,030
    
    
    
    2
    %
    
    
    33
    %Total
    
    $
    1,191,217
    
    
    
    100
    %
    
    $
    1,531,264
    
    
    
    100
    %
    
    
    (22
    %)WIRELESS DEVICES HANDLED :Distribution
    
    
    10,185
    
    
    
    83
    %
    
    
    13,065
    
    
    
    88
    %
    
    
    (22
    %)Logistic services
    
    
    2,014
    
    
    
    17
    %
    
    
    1,756
    
    
    
    12
    %
    
    
    
    15
    %Total
    
    
    12,199
    
    
    
    100
    %
    
    
    14,821
    
    
    
    100
    %
    
    
    (18
    %)
  2008 Percentage Change in Revenue vs. 2007Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreignhandled
    
    Price
    
    revenue
    
    Currency
    
    TotalDistribution
    
    
    (21
    %)
    
    
    (2
    %)
    
    
    0
    %
    
    
    (1
    %)
    
    
    (24
    %)Logistic services
    
    
    4
    %
    
    
    6
    %
    
    
    23
    %
    
    
    0
    %
    
    
    33
    %Total
    
    
    (20
    %)
    
    
    (2
    %)
    
    
    1
    %
    
    
    (1
    %)
    
    
    (22
    %)
   26




---



##### 



EMEA
 Year Ended December 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    2,363,289
    
    
    
    92
    %
    
    $
    1,422,464
    
    
    
    92
    %
    
    
    66
    %Logistic services
    
    
    196,555
    
    
    
    8
    %
    
    
    127,122
    
    
    
    8
    %
    
    
    55
    %Total
    
    $
    2,559,844
    
    
    
    100
    %
    
    $
    1,549,586
    
    
    
    100
    %
    
    
    65
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    9,711
    
    
    
    65
    %
    
    
    5,553
    
    
    
    65
    %
    
    
    75
    %Logistic services
    
    
    5,126
    
    
    
    35
    %
    
    
    2,959
    
    
    
    35
    %
    
    
    73
    %Total
    
    
    14,837
    
    
    
    100
    %
    
    
    8,512
    
    
    
    100
    %
    
    
    74
    %
  2008 Percentage Change in Revenue vs. 2007Wireless devices
    
    Average Selling
    
    Non-handset based
    
    
    
    
    
    
    
    
    
    Dangaard Telecomhandled
    
    Price
    
    revenue
    
    Foreign Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    (1
    %)
    
    
    (19
    %)
    
    
    3
    %
    
    
    (3
    %)
    
    
    (20
    %)
    
    
    86
    %
    
    
    66
    %Logistic services
    
    
    (1
    %)
    
    
    (8
    %)
    
    
    20
    %
    
    
    7
    %
    
    
    18
    %
    
    
    37
    %
    
    
    55
    %Total
    
    
    (1
    %)
    
    
    (18
    %)
    
    
    5
    %
    
    
    (3
    %)
    
    
    (17
    %)
    
    
    82
    %
    
    
    65
    %
   Gross Profit and Gross Margin
 Year EndedDecember 31,% of
    
    
    
    
    
    
    % of2008
    
    
    Total
    
    
    2007
    
    
    Total
    
    
    Change(Amounts in 000s)Distribution
    
    $
    184,336
    
    
    
    53
    %
    
    $
    166,036
    
    
    
    62
    %
    
    
    11
    %Logistic services
    
    
    162,387
    
    
    
    47
    %
    
    
    103,338
    
    
    
    38
    %
    
    
    57
    %Gross profit
    
    $
    346,723
    
    
    
    100
    %
    
    $
    269,374
    
    
    
    100
    %
    
    
    29
    %Distribution
    
    
    4.4
    %
    
    
    
    
    
    
    4.3
    %
    
    
    0.1
    %
    pointsLogistic services
    
    
    37.9
    %
    
    
    
    
    
    
    28.9
    %
    
    
    9.0
    %
    pointsGross margin
    
    
    7.5
    %
    
    
    
    
    
    
    6.4
    %
    
    
    1.1
    %
    points
 27




---



##### 



Selling General and Administrative (SG&A) Expenses
 Year EndedDecember 31,2008
    
    2007
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    266,201
    
    
    $
    184,979
    
    
    
    (44
    %)Percent of revenue
    
    
    5.7
    %
    
    
    4.4
    %
    
    
    1.3
    %
    
    points
  Amortization Expense
  Goodwill Impairment Charge
   28




---



##### 



Restructuring Charge
  Operating Income (Loss) from Continuing Operations
 Year EndedDecember 31,% of
    
    
    
    
    
    % of2008
    
    Total
    
    2007
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    38,669
    
    
    
    NM
    
    
    $
    43,709
    
    
    
    67
    %
    
    
    (12
    %)Asia-Pacific
    
    
    24,632
    
    
    
    NM
    
    
    
    32,389
    
    
    
    50
    %
    
    
    (24
    %)EMEA
    
    
    (307,823
    )
    
    
    NM
    
    
    
    17,856
    
    
    
    27
    %
    
    
    (1824
    %)Corporate
    
    
    (33,053
    )
    
    
    NM
    
    
    
    (28,748
    )
    
    
    (44
    %)
    
    
    15
    %Total
    
    $
    (277,575
    )
    
    
    100
    %
    
    $
    65,206
    
    
    
    100
    %
    
    
    (526
    %)
 
 NM =
    
    Not meaningful  Year EndedDecember 31,2008
    
    2007
    
    ChangeAmericas
    
    
    4.3
    %
    
    
    3.8
    %
    
    
    0.5
    %
    
    pointsAsia-Pacific
    
    
    2.1
    %
    
    
    2.1
    %
    
    
    0.0
    %
    
    pointsEMEA
    
    
    (12.0
    %)
    
    
    1.2
    %
    
    
    (13.2
    %)
    
    pointsTotal
    
    
    (6.0
    %)
    
    
    1.5
    %
    
    
    (7.5
    %)
    
    points
    29




---



##### 



Interest
  Year EndedDecember 31,2008
    
    2007
    
    Change(Amounts in 000s)Interest expense
    
    $
    27,777
    
    
    $
    19,497
    
    
    
    (42
    %)Interest income
    
    
    (4,901
    )
    
    
    (2,055
    )
    
    
    138
    %Interest, net
    
    $
    22,876
    
    
    $
    17,442
    
    
    
    (31
    %)
    Other Expense
 Year EndedDecember 31,2008
    
    2007
    
    Change(Amounts in 000s)Other expenses
    
    $
    7,045
    
    
    $
    632
    
    
    
    (1015
    %)Percent of revenue
    
    
    0.2
    %
    
    
    0.0
    %
    
    
    0.2
    %
    
    points
  Income Tax Expense
 Year EndedDecember 31,2008
    
    
    2007
    
    
    Change(Amounts in 000s)Income tax expense
    
    $
    25,573
    
    
    $
    369
    
    
    
    (6830
    %)Effective tax rate
    
    NM
    
    
    
    0.8
    %
    
    NM
   30




---



##### 



Discontinued Operations
  Year EndedDecember 31,2008
    
    
    2007Revenue
    
    $
    17,570
    
    
    $
    63,992Income (loss) from discontinued operations before income taxes
    
    $
    (10,383
    )
    
    $
    332Income tax expense (benefit)
    
    
    (1,116
    )
    
    
    98Gain (loss) from discontinued operations
    
    $
    (9,267
    )
    
    $
    234
  2007 RESULTS OF OPERATIONS
   31




---



##### 



Revenue and units handled by division and service line
 Year Ended December 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    Change(Amounts in 000s)Distribution revenueAmericas
    
    $
    960,405
    
    
    
    25
    %
    
    $
    612,386
    
    
    
    29
    %
    
    
    57
    %Asia-Pacific
    
    
    1,495,234
    
    
    
    38
    %
    
    
    1,083,659
    
    
    
    52
    %
    
    
    38
    %EMEA
    
    
    1,422,464
    
    
    
    37
    %
    
    
    390,335
    
    
    
    19
    %
    
    
    264
    %Total
    
    $
    3,878,103
    
    
    
    100
    %
    
    $
    2,086,380
    
    
    
    100
    %
    
    
    86
    %Logistic services revenueAmericas
    
    $
    195,028
    
    
    
    55
    %
    
    $
    202,202
    
    
    
    62
    %
    
    
    (4
    )%Asia-Pacific
    
    
    36,030
    
    
    
    10
    %
    
    
    27,487
    
    
    
    8
    %
    
    
    31
    %EMEA
    
    
    127,122
    
    
    
    35
    %
    
    
    98,174
    
    
    
    30
    %
    
    
    29
    %Total
    
    $
    358,180
    
    
    
    100
    %
    
    $
    327,863
    
    
    
    100
    %
    
    
    9
    %Total revenueAmericas
    
    $
    1,155,433
    
    
    
    27
    %
    
    $
    814,588
    
    
    
    34
    %
    
    
    42
    %Asia-Pacific
    
    
    1,531,264
    
    
    
    36
    %
    
    
    1,111,146
    
    
    
    46
    %
    
    
    38
    %EMEA
    
    
    1,549,586
    
    
    
    37
    %
    
    
    488,509
    
    
    
    20
    %
    
    
    217
    %Total
    
    $
    4,236,283
    
    
    
    100
    %
    
    $
    2,414,243
    
    
    
    100
    %
    
    
    75
    %
 Year EndedDecember 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    Change(Amounts in 000s)Wireless devices sold through distributionAmericas
    
    
    7,117
    
    
    
    28
    %
    
    
    4,294
    
    
    
    33
    %
    
    
    66
    %Asia-Pacific
    
    
    13,065
    
    
    
    51
    %
    
    
    7,282
    
    
    
    57
    %
    
    
    79
    %EMEA
    
    
    5,553
    
    
    
    21
    %
    
    
    1,266
    
    
    
    10
    %
    
    
    339
    %Total
    
    
    25,735
    
    
    
    100
    %
    
    
    12,842
    
    
    
    100
    %
    
    
    100
    %Wireless devices handled through logistic servicesAmericas
    
    
    52,492
    
    
    
    92
    %
    
    
    38,446
    
    
    
    95
    %
    
    
    37
    %Asia-Pacific
    
    
    1,756
    
    
    
    3
    %
    
    
    1,688
    
    
    
    4
    %
    
    
    4
    %EMEA
    
    
    2,959
    
    
    
    5
    %
    
    
    564
    
    
    
    1
    %
    
    
    425
    %Total
    
    
    57,207
    
    
    
    100
    %
    
    
    40,698
    
    
    
    100
    %
    
    
    41
    %Total wireless devices handledAmericas
    
    
    59,609
    
    
    
    72
    %
    
    
    42,740
    
    
    
    80
    %
    
    
    39
    %Asia-Pacific
    
    
    14,821
    
    
    
    18
    %
    
    
    8,970
    
    
    
    17
    %
    
    
    65
    %EMEA
    
    
    8,512
    
    
    
    10
    %
    
    
    1,830
    
    
    
    3
    %
    
    
    365
    %Total
    
    
    82,942
    
    
    
    100
    %
    
    
    53,540
    
    
    
    100
    %
    
    
    55
    %
  32




---



##### 



2007 Percentage Change in Revenue vs. 2006Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreignhandled (1)
    
    Price (2)
    
    revenue
    
    Currency
    
    Subtotal (3)
    
    Acquisitions
    
    TotalDistribution
    
    
    38
    %
    
    
    (11
    %)
    
    
    4
    %
    
    
    3
    %
    
    
    34
    %
    
    
    52
    %
    
    
    86
    %Logistic services
    
    
    9
    %
    
    
    (4
    %)
    
    
    (4
    %)
    
    
    1
    %
    
    
    2
    %
    
    
    7
    %
    
    
    9
    %Total
    
    
    34
    %
    
    
    (10
    %)
    
    
    2
    %
    
    
    3
    %
    
    
    29
    %
    
    
    46
    %
    
    
    75
    %
 
 (1)
    
    Handset-based volume represents the percentage change in revenue due to the change in quantity of wireless devices sold through our distribution business and the change in quantity of
wireless devices handled through our logistic services business.(2)
    
    Average selling price represents the percentage change in revenue due to the change in the average selling price of wireless devices sold through our distribution business and the
change in the average fee per wireless device handled through our logistic services business.(3)
    
    Non-handset distribution revenue represents the percentage change in revenue from accessories sold, freight and non-voice navigation devices sold through our distribution business.
Non-handset based logistic services revenue represents the percentage change in revenue
from the sale of prepaid airtime, freight billed, and fee based services other than fees earned from wireless devices handled. Changes in non-handset based revenue does not include
changes in reported wireless devices.(4)
    
    The subtotal represents the percent change in distribution revenue and logistic services revenue excluding the impact the acquisitions of the North America and Latin America operations
of CellStar on March 31, 2007 and the acquisition of Dangaard Telecom on July 31, 2007. Revenue and wireless devices handled by division
 Americas
 Year Ended December 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    960,405
    
    
    
    83
    %
    
    $
    612,386
    
    
    
    75
    %
    
    
    57
    %Logistic services
    
    
    195,028
    
    
    
    17
    %
    
    
    202,202
    
    
    
    25
    %
    
    
    (4
    )%Total
    
    $
    1,155,433
    
    
    
    100
    %
    
    $
    814,588
    
    
    
    100
    %
    
    
    42
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    7,117
    
    
    
    12
    %
    
    
    4,294
    
    
    
    10
    %
    
    
    66
    %Logistic services
    
    
    52,492
    
    
    
    88
    %
    
    
    38,446
    
    
    
    90
    %
    
    
    37
    %Total
    
    
    59,609
    
    
    
    100
    %
    
    
    42,740
    
    
    
    100
    %
    
    
    39
    %
  2007 Percentage Change in Revenue vs. 2006Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    CellStarhandled
    
    Price
    
    revenue
    
    Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    (2
    %)
    
    
    39
    %
    
    
    1
    %
    
    
    0
    %
    
    
    38
    %
    
    
    19
    %
    
    
    57
    %Logistic services
    
    
    14
    %
    
    
    (7
    %)
    
    
    (11
    %)
    
    
    0
    %
    
    
    (4
    %)
    
    
    0
    %
    
    
    (4
    %)Total
    
    
    2
    %
    
    
    27
    %
    
    
    (2
    %)
    
    
    0
    %
    
    
    27
    %
    
    
    15
    %
    
    
    42
    %
  33




---



##### 



Asia-Pacific
 Year Ended December 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    1,495,234
    
    
    
    98
    %
    
    $
    1,083,659
    
    
    
    98
    %
    
    
    38
    %Logistic services
    
    
    36,030
    
    
    
    2
    %
    
    
    27,487
    
    
    
    2
    %
    
    
    31
    %Total
    
    $
    1,531,264
    
    
    
    100
    %
    
    $
    1,111,146
    
    
    
    100
    %
    
    
    38
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    13,065
    
    
    
    88
    %
    
    
    7,282
    
    
    
    81
    %
    
    
    79
    %Logistic services
    
    
    1,756
    
    
    
    12
    %
    
    
    1,688
    
    
    
    19
    %
    
    
    4
    %Total
    
    
    14,821
    
    
    
    100
    %
    
    
    8,970
    
    
    
    100
    %
    
    
    65
    %
  2007 Percentage Change in Revenue vs. 2006Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreignhandled
    
    Price
    
    revenue
    
    Currency
    
    TotalDistribution
    
    
    74
    %
    
    
    (42
    %)
    
    
    3
    %
    
    
    3
    %
    
    
    38
    %Logistic services
    
    
    1
    %
    
    
    3
    %
    
    
    23
    %
    
    
    4
    %
    
    
    31
    %Total
    
    
    73
    %
    
    
    (41
    %)
    
    
    3
    %
    
    
    3
    %
    
    
    38
    %
  EMEA
 Year Ended December 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    ChangeREVENUE:Distribution
    
    $
    1,422,464
    
    
    
    92
    %
    
    $
    390,335
    
    
    
    80
    %
    
    
    264
    %Logistic services
    
    
    127,122
    
    
    
    8
    %
    
    
    98,174
    
    
    
    20
    %
    
    
    29
    %Total
    
    $
    1,549,586
    
    
    
    100
    %
    
    $
    488,509
    
    
    
    100
    %
    
    
    217
    %WIRELESS DEVICES HANDLED :Distribution
    
    
    5,553
    
    
    
    65
    %
    
    
    1,266
    
    
    
    69
    %
    
    
    339
    %Logistic services
    
    
    2,959
    
    
    
    35
    %
    
    
    564
    
    
    
    31
    %
    
    
    425
    %Total
    
    
    8,512
    
    
    
    100
    %
    
    
    1,830
    
    
    
    100
    %
    
    
    365
    %
  34




---



##### 



2007 Percentage Change in Revenue vs. 2006Non-Wireless
    
    Average
    
    handsetdevices
    
    Selling
    
    based
    
    Foreign
    
    
    
    
    
    Dangaardhandled
    
    Price
    
    revenue
    
    Currency
    
    Subtotal
    
    Acquisition
    
    TotalDistribution
    
    
    2
    %
    
    
    1
    %
    
    
    10
    %
    
    
    8
    %
    
    
    21
    %
    
    
    243
    %
    
    
    264
    %Logistic services
    
    
    1
    %
    
    
    (1
    %)
    
    
    2
    %
    
    
    4
    %
    
    
    6
    %
    
    
    23
    %
    
    
    29
    %Total
    
    
    2
    %
    
    
    1
    %
    
    
    8
    %
    
    
    7
    %
    
    
    18
    %
    
    
    199
    %
    
    
    217
    %
   Gross Profit and Gross Margin
 Year EndedDecember 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    Change(Amounts in 000s)Distribution
    
    $
    166,036
    
    
    
    62
    %
    
    $
    81,869
    
    
    
    54
    %
    
    
    103
    %Logistic services
    
    
    103,338
    
    
    
    38
    %
    
    
    69,229
    
    
    
    46
    %
    
    
    49
    %Gross profit
    
    $
    269,374
    
    
    
    100
    %
    
    $
    151,098
    
    
    
    100
    %
    
    
    78
    %Distribution
    
    
    4.3
    %
    
    
    
    
    
    
    3.9
    %
    
    0.4
    %pointsLogistic services
    
    
    28.9
    %
    
    
    
    
    
    
    21.1
    %
    
    7.8
    %pointsGross margin
    
    
    6.4
    %
    
    
    
    
    
    
    6.3
    %
    
    0.1
    %points
   35




---



##### 



Selling General and Administrative (SG&A) Expenses
 Year EndedDecember 31,2007
    
    2006
    
    Change(Amounts in 000s)SG&A expenses
    
    $
    184,979
    
    
    $
    102,161
    
    
    
    (81
    %)Percent of revenue
    
    
    4.4
    %
    
    
    4.2
    %
    
    
    0.2
    %
    
    points
  Amortization
  Restructuring charge
  Operating Income from Continuing Operations
 Year EndedDecember 31,% of
    
    
    
    
    
    % of2007
    
    Total
    
    2006
    
    Total
    
    Change(Amounts in 000s)Americas
    
    $
    43,709
    
    
    
    67
    %
    
    $
    41,377
    
    
    
    85
    %
    
    
    6
    %Asia-Pacific
    
    
    32,389
    
    
    
    50
    %
    
    
    19,977
    
    
    
    41
    %
    
    
    62
    %Europe
    
    
    17,856
    
    
    
    27
    %
    
    
    10,417
    
    
    
    21
    %
    
    
    71
    %Corporate
    
    
    (28,748
    )
    
    
    (44
    %)
    
    
    (23,116
    )
    
    
    (47
    %)
    
    
    24
    %Total
    
    $
    65,206
    
    
    
    100
    %
    
    $
    48,655
    
    
    
    100
    %
    
    
    34
    %
  Year EndedDecember 31,2007
    
    2006
    
    ChangeAmericas
    
    
    3.8
    %
    
    
    5.1
    %
    
    (1.3%)      pointsAsia-Pacific
    
    
    2.1
    %
    
    
    1.8
    %
    
    0.3%       pointsEurope
    
    
    1.2
    %
    
    
    2.1
    %
    
    (0.9%)      pointsTotal
    
    
    1.5
    %
    
    
    2.0
    %
    
    (0.5%)      points
 36




---



##### 



Interest
  Year EndedDecember 31,2007
    
    2006
    
    Change(Amounts in 000s)Interest expense
    
    $
    19,497
    
    
    $
    2,077
    
    
    
    (839
    %)Interest income
    
    
    (2,055
    )
    
    
    (1,725
    )
    
    
    19
    %Interest, net
    
    $
    17,442
    
    
    $
    352
    
    
    
    (4855
    %)
  Income Tax Expense
  37




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Statement of Cash Flows
  Year Ended December 31,2008
    
    
    2007
    
    
    Change(Amounts in 000s)Net cash provided by (used in):Operating activities
    
    $
    272,806
    
    
    $
    73,678
    
    
    $
    199,128Investing activities
    
    
    (25,511
    )
    
    
    (99,034
    )
    
    
    73,523Financing activities
    
    
    (281,013
    )
    
    
    65,765
    
    
    
    (346,778
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (11,216
    )
    
    
    7,420
    
    
    
    (18,636
    )Net increase (decrease) in cash and cash equivalents
    
    $
    (44,934
    )
    
    $
    47,829
    
    
    $
    (92,763
    )
  
    
    $224.0 million more cash provided by working capital in 2008 compared to the prior year.
Cash provided by working capital was $229.6 million for year ended December 31, 2008.
  
    
    $24.9 million more cash used in operating activities before changes in operating assets
and liabilities in 2008 compared to the prior year.
  
    
    $63.0 million less cash used for acquisitions during 2008 due primarily to the
acquisition of certain assets and assumption of certain liabilities related to the U.S.
operations and the Miami-based Latin America business of CellStar Corporation in 2007.
  
    
    $279.5 million cash used for repayments of long-term debt compared to proceeds from
long-term debt of $65.0 million in the prior year primarily related to debt assumed in the
acquisition of Dangaard Telecom.
 Cash Conversion Cycle
 Year Ended December 31,2008
    
    2007Days sales outstanding in accounts receivable
    
    
    28
    
    
    
    51Days inventory on-hand
    
    
    23
    
    
    
    41Days payable outstanding
    
    
    (36
    )
    
    
    (50
    )Cash Conversion Cycle Days (1)
    
    
    15
    
    
    
    42
 
 (1)
    
    Our calculation of the cash conversion cycle for the year ended December 31, 2007 has not
been adjusted to include pro-forma results of operations for the U.S. operations and the
Miami-based Latin America business of CellStar Corporation and pro-forma results of operations
for Dangaard Telecom. As a result, our cash conversion cycle days for 2007 are higher
primarily due to the fact that daily sales and cost of products sold do not include a full
year of sales and cost of products sold for these acquisitions. 38




---



##### 



Year Ended December 31,(Dollar amounts in thousands)
    
    2008
    
    
    2007Days sales outstanding in accounts receivable:Continuing operations revenue
    
    $
    4,640,478
    
    
    $
    4,236,283Value-added taxes invoiced for continuing operations
    
    
    260,496
    
    
    
    217,749Total continuing operations revenue and value-added taxes
    
    $
    4,900,974
    
    
    $
    4,454,032Daily sales including value-added taxes
    
    
    13,614
    
    
    
    12,372Continuing operations ending accounts receivable
    
    $
    498,251
    
    
    $
    739,090Agency accounts receivable (1)
    
    
    (114,598
    )
    
    
    (111,409
    )Accounts receivable excluding agency receivables
    
    $
    383,653
    
    
    $
    627,681Days sales outstanding in accounts receivable(A)
    
    
    28
    
    
    
    51Days inventory on-hand:Continuing operations cost of revenue
    
    $
    4,293,755
    
    
    $
    3,966,909Indirect product and service costs
    
    
    (199,923
    )
    
    
    (211,543
    )Total continuing operations cost of products sold
    
    $
    4,093,832
    
    
    $
    3,755,366Daily cost of products sold
    
    
    11,372
    
    
    
    10,432Continuing operations ending inventory
    
    $
    290,243
    
    
    $
    460,411Agency inventory (1)
    
    
    (26,726
    )
    
    
    (36,514
    )Inventory excluding agency inventory
    
    $
    263,517
    
    
    $
    423,897Days inventory on-hand(B)
    
    
    23
    
    
    
    41Days payables outstanding in accounts payable:Daily cost of products sold
    
    $
    11,372
    
    
    $
    10,432Continuing operations ending accounts payable
    
    $
    534,262
    
    
    $
    660,400Agency accounts payable (1)
    
    
    (117,688
    )
    
    
    (136,117
    )Accounts payable excluding agency payables
    
    $
    416,574
    
    
    $
    524,283Days payable outstanding(C)
    
    
    36
    
    
    
    50Cash conversion cycle days (A+B-C)
    
    
    15
    
    
    
    42
 39




---



##### 



(1)
    
    Agency accounts receivable, inventory and accounts payable represent amounts on our balance
sheet that include the full value of the product for which the revenue associated with these
transactions is recorded under the net method (excluding the value of the product sold). Borrowings
  Letters of Credit &
    
    NetGross Availability
    
    Outstanding
    
    Guarantees
    
    AvailabilityGlobal Term Loans
    
    $
    174,106
    
    
    $
    174,106
    
    
    $
    
    
    
    $
    Global Credit Facility
    
    
    300,000
    
    
    
    1,501
    
    
    
    291
    
    
    
    298,208Other
    
    
    52,024
    
    
    
    798
    
    
    
    4,825
    
    
    
    46,401Total
    
    $
    526,130
    
    
    $
    176,405
    
    
    $
    5,116
    
    
    $
    344,609
  Liquidity analysis
  December 31,2008
    
    2007
    
    % Change(Amounts in 000s)Unrestricted cash
    
    $
    56,632
    
    
    $
    101,582
    
    
    
    (44
    %)Unused borrowing availability
    
    
    344,609
    
    
    
    130,435
    
    
    
    164
    %Liquidity
    
    $
    401,241
    
    
    $
    232,017
    
    
    
    73
    %
   40




---



##### 



OFF-BALANCE SHEET ARRANGEMENTS
 , Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities
    CONTRACTUAL OBLIGATIONS AND COMMITMENTS
  Payments due by PeriodLess than
    
    1 to 3
    
    3 to 5Total
    
    1 Year
    
    Years
    
    Years
    
    Thereafter(Amounts in 000s)Operating leases
    
    $
    108,232
    
    
    $
    23,195
    
    
    $
    37,047
    
    
    $
    13,825
    
    
    $
    34,165Total borrowings
    
    
    176,405
    
    
    
    798
    
    
    
    175,607
    
    
    
    
    
    
    
    Interest on third party debt and lines of credit (1)
    
    
    27,613
    
    
    
    10,408
    
    
    
    17,205
    
    
    
    
    
    
    
    Purchase obligations(2)
    
    
    16,056
    
    
    
    16,056
    
    
    
    
    
    
    
    
    
    
    
    Pension obligation
    
    
    3,155
    
    
    
    
    
    
    
    
    
    
    
    249
    
    
    
    2,906Letters of credit
    
    
    5,116
    
    
    
    5,116
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    336,577
    
    
    $
    55,573
    
    
    $
    229,859
    
    
    $
    14,074
    
    
    $
    37,071
 
 (1)
    
    Interest on third party debt is calculated based on the interest rate as of December 31, 2008
and repayments of outstanding debt in accordance with our credit agreement. Interest does not
include the effects of any prepayments of borrowings permitted under the credit agreement.
Prepayments could significantly decrease interest obligations in future years.(2)
    
    Purchase obligations exclude agreements that are cancelable without penalty.  41




---



##### 



CRITICAL ACCOUNTING ESTIMATES
  
    
    The accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the estimate was made; and
    
    Changes in the estimate are reasonably likely to occur from period to period as new
information becomes available, or use of different estimates that we reasonably could
have used in the current period, would have a material impact on our financial
condition or results of operations.
  Deferred Taxes and Effective Tax Rates
   Goodwill and Long-lived Asset Impairment
  42




---



##### 



SEASONALITY
  Year
    
    1st Quarter
    
    2nd Quarter
    
    3rd Quarter
    
    4th Quarter2008
    
    
    24
    %
    
    
    25
    %
    
    
    25
    %
    
    
    26
    %2007
    
    
    23
    %
    
    
    23
    %
    
    
    25
    %
    
    
    29
    %2006
    
    
    22
    %
    
    
    24
    %
    
    
    25
    %
    
    
    29
    %
   Year
    
    1st Quarter
    
    2nd Quarter (1)
    
    3rd Quarter (1)
    
    4th Quarter (1)2008
    
    
    26
    %
    
    
    24
    %
    
    
    24
    %
    
    
    26
    %2007
    
    
    18
    %
    
    
    23
    %
    
    
    27
    %
    
    
    32
    %2006
    
    
    23
    %
    
    
    25
    %
    
    
    24
    %
    
    
    28
    %
 
 (1)
    
    Our calculation of seasonality for the year ended December 31, 2007 has not been adjusted to
include pro-forma results of operations for the U.S. operations and the Miami-based Latin
America business of CellStar Corporation and pro-forma results of operations for Dangaard
Telecom. FORWARD LOOKING AND CAUTIONARY STATEMENTS
  43




---



##### 



44




---



##### 



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Concentration of Credit Risk
  Exchange Rate Risk Management
   Interest Rate Risk Management
   45




---



##### 



Item 8. Financial Statements and Supplementary Data.
  
 Index to Consolidated Financial Statements
 PageConsolidated
Financial Statements of Brightpoint, Inc.Consolidated Statements of Operations
    
    
    47Consolidated Balance Sheets
    
    
    48Consolidated Statements of Cash Flows
    
    
    49Consolidated Statements of Shareholders Equity
    
    
    50Notes to Consolidated Financial Statements
    
    
    51Report of Independent Registered Public Accounting Firm
    
    
    74
  46




---



##### 



Brightpoint, Inc.  Consolidated Statements of Operations
  Year Ended December 31,2008
    
    2007
    
    2006RevenueDistribution revenue
    
    $
    4,211,811
    
    
    $
    3,878,103
    
    
    $
    2,086,380Logistic services revenue
    
    
    428,667
    
    
    
    358,180
    
    
    
    327,863Total revenue
    
    
    4,640,478
    
    
    
    4,236,283
    
    
    
    2,414,243Cost of revenueCost of distribution revenue
    
    
    4,027,475
    
    
    
    3,712,067
    
    
    
    2,004,511Cost of logistic services revenue
    
    
    266,280
    
    
    
    254,842
    
    
    
    258,634Total cost of revenue
    
    
    4,293,755
    
    
    
    3,966,909
    
    
    
    2,263,145Gross profit
    
    
    346,723
    
    
    
    269,374
    
    
    
    151,098Selling, general and administrative expenses
    
    
    266,201
    
    
    
    184,979
    
    
    
    102,161Amortization expense
    
    
    18,246
    
    
    
    10,528
    
    
    
    291Goodwill impairment charge
    
    
    325,947
    
    
    
    
    
    
    
    Restructuring charge (benefit)
    
    
    13,904
    
    
    
    8,661
    
    
    
    (9
    )Operating income (loss) from continuing operations
    
    
    (277,575
    )
    
    
    65,206
    
    
    
    48,655Interest, net
    
    
    22,876
    
    
    
    17,442
    
    
    
    352Other (income) expenses
    
    
    7,045
    
    
    
    632
    
    
    
    (88
    )Income (loss) from continuing operations before income taxes
    
    
    (307,496
    )
    
    
    47,132
    
    
    
    48,391Income tax expense
    
    
    25,573
    
    
    
    369
    
    
    
    12,231Income (loss) from continuing operations before minority interest
    
    
    (333,069
    )
    
    
    46,763
    
    
    
    36,160Minority interest, net of taxes
    
    
    362
    
    
    
    347
    
    
    
    Income (loss) from continuing operations
    
    
    (333,431
    )
    
    
    46,416
    
    
    
    36,160Discontinued operations, net of income taxes:Gain (loss) from discontinued operations
    
    
    (9,267
    )
    
    
    234
    
    
    
    (388
    )Gain (loss) on disposal of discontinued operations
    
    
    584
    
    
    
    744
    
    
    
    (162
    )Total discontinued operations, net of income taxes
    
    
    (8,683
    )
    
    
    978
    
    
    
    (550
    )Net income (loss)
    
    $
    (342,114
    )
    
    $
    47,394
    
    
    $
    35,610Earnings per share  basic:Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.76
    
    
    $
    0.74Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.78
    
    
    $
    0.73Earnings per share  diluted:Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.73
    
    
    $
    0.72Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.75
    
    
    $
    0.71Weighted average common shares outstanding:Basic
    
    
    78,202
    
    
    
    61,174
    
    
    
    49,104Diluted
    
    
    78,202
    
    
    
    63,571
    
    
    
    50,554
 See accompanying notes
 47




---



##### 



Brightpoint, Inc.  Consolidated Balance Sheets
 December 31,(Amounts in thousands)
    
    2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    57,226
    
    
    $
    102,160Accounts receivable (less allowance for doubtful
accounts of $11,217 in 2008 and $17,157 in 2007)
    
    
    499,541
    
    
    
    754,238Inventories
    
    
    290,243
    
    
    
    474,951Other current assets
    
    
    61,392
    
    
    
    69,261Total current assets
    
    
    908,402
    
    
    
    1,400,610Property and equipment, net
    
    
    56,463
    
    
    
    55,732Goodwill
    
    
    51,439
    
    
    
    349,646Other intangibles, net
    
    
    107,286
    
    
    
    135,431Other assets
    
    
    22,770
    
    
    
    30,942Total assets
    
    $
    1,146,360
    
    
    $
    1,972,361LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    534,906
    
    
    $
    666,085Accrued expenses
    
    
    137,957
    
    
    
    189,415Current portion of long-term debt
    
    
    
    
    
    
    19,332Lines of credit and other short-term borrowings
    
    
    798
    
    
    
    Total current liabilities
    
    
    673,661
    
    
    
    874,832Long-term liabilities:Lines of credit, long-term
    
    
    1,501
    
    
    
    208,399Long-term debt
    
    
    174,106
    
    
    
    233,122Other long-term liabilities
    
    
    46,528
    
    
    
    54,425Total long-term liabilities
    
    
    222,135
    
    
    
    495,946Total liabilities
    
    
    895,796
    
    
    
    1,370,778COMMITMENTS AND CONTINGENCIESMinority interest
    
    
    
    
    
    
    818Shareholders equity:Preferred stock, $0.01 par value: 1,000 shares
authorized; no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value: 100,000 shares
authorized; 88,730 issued in 2008
and 88,418 issued in 2007
    
    
    887
    
    
    
    884Additional paid-in-capital
    
    
    625,415
    
    
    
    584,806Treasury stock, at cost, 7,063 shares in 2008 and
6,930 shares in 2007
    
    
    (59,983
    )
    
    
    (58,695
    )Retained earnings (deficit)
    
    
    (312,647
    )
    
    
    29,467Accumulated other comprehensive income (loss)
    
    
    (3,108
    )
    
    
    44,303Total shareholders equity
    
    
    250,564
    
    
    
    600,765Total liabilities and shareholders equity
    
    $
    1,146,360
    
    
    $
    1,972,361
 See accompanying notes
 48




---



##### 



Brightpoint, Inc.  Consolidated Statements of Cash Flows
  Year Ended December 31,2008
    
    2007
    
    2006Operating activitiesNet income (loss)
    
    $
    (342,114
    )
    
    $
    47,394
    
    
    $
    35,610Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    36,734
    
    
    
    24,747
    
    
    
    12,234Non-cash compensation
    
    
    6,557
    
    
    
    6,104
    
    
    
    6,005Restructuring charge (benefit)
    
    
    13,904
    
    
    
    8,661
    
    
    
    (9
    )Goodwill impairment charge
    
    
    325,947
    
    
    
    
    
    
    
    Change in deferred taxes
    
    
    1,874
    
    
    
    (25,624
    )
    
    
    (3,020
    )Minority interest
    
    
    362
    
    
    
    347
    
    
    
    Other non-cash
    
    
    (54
    )
    
    
    6,460
    
    
    
    2,126Changes in operating assets and liabilities,
net of effects from acquisitions and divestitures:Accounts receivable
    
    
    200,042
    
    
    
    (123,195
    )
    
    
    (41,135
    )Inventories
    
    
    161,573
    
    
    
    160,596
    
    
    
    (258,070
    )Other operating assets
    
    
    (9,929
    )
    
    
    (7,156
    )
    
    
    (1,542
    )Accounts payable and accrued expenses
    
    
    (122,090
    )
    
    
    (24,656
    )
    
    
    197,918Net cash provided by (used in) operating activities
    
    
    272,806
    
    
    
    73,678
    
    
    
    (49,883
    )Investing activitiesCapital expenditures
    
    
    (21,642
    )
    
    
    (20,247
    )
    
    
    (20,779
    )Acquisitions, net of cash acquired
    
    
    (5,877
    )
    
    
    (68,902
    )
    
    
    (1,413
    )Decrease (increase) in other assets
    
    
    2,008
    
    
    
    (9,885
    )
    
    
    5,106Net cash used in investing activities
    
    
    (25,511
    )
    
    
    (99,034
    )
    
    
    (17,086
    )Financing activitiesNet proceeds from (repayments on) credit facilities
    
    
    (205,894
    )
    
    
    168,493
    
    
    
    15,825Repayments on debt assumed from Dangaard Telecom
    
    
    
    
    
    
    (348,736
    )
    
    
    Proceeds from Global Term Loans
    
    
    
    
    
    
    250,000
    
    
    
    Repayments on Global Term Loans
    
    
    (73,616
    )
    
    
    (4,726
    )
    
    
    Deferred financing costs paid
    
    
    (330
    )
    
    
    (4,597
    )
    
    
    Purchase of treasury stock
    
    
    (1,288
    )
    
    
    (400
    )
    
    
    (18,367
    )Excess tax benefit from equity based compensation
    
    
    76
    
    
    
    1,602
    
    
    
    8,690Proceeds from common stock issuances under employee
stock option plans
    
    
    39
    
    
    
    4,129
    
    
    
    5,760Net cash provided by (used in) financing activities
    
    
    (281,013
    )
    
    
    65,765
    
    
    
    11,908Effect of exchange rate changes on cash and cash
equivalents
    
    
    (11,216
    )
    
    
    7,420
    
    
    
    3,171Net increase (decrease) in cash and cash equivalents
    
    
    (44,934
    )
    
    
    47,829
    
    
    
    (51,890
    )Cash and cash equivalents at beginning of year
    
    
    102,160
    
    
    
    54,331
    
    
    
    106,221Cash and cash equivalents at end of year
    
    $
    57,226
    
    
    $
    102,160
    
    
    $
    54,331
 See accompanying notes
 49




---



##### 



Brightpoint, Inc.  Consolidated Statements of Shareholders Equity
  Year ended December 31,2008
    
    
    2007
    
    
    2006Common stock:Balance at beginning of year
    
    $
    884
    
    
    
    
    
    
    $
    575
    
    
    
    
    
    
    $
    559Issued in connection with employee stock plans
and related income tax benefit
    
    
    3
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    16Issued for purchase of Dangaard Telecom
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    Balance at end of year
    
    
    887
    
    
    
    
    
    
    
    884
    
    
    
    
    
    
    
    575Additional paid-in capital:Balance at beginning of year
    
    
    584,806
    
    
    
    
    
    
    
    266,756
    
    
    
    
    
    
    
    258,443Issued in connection with employee stock plans
and related income tax benefit
    
    
    6,859
    
    
    
    
    
    
    
    14,600
    
    
    
    
    
    
    
    8,313Issued for purchase of Dangaard Telecom
    
    
    33,750
    
    
    
    
    
    
    
    303,450
    
    
    
    
    
    
    
    Balance at end of year
    
    
    625,415
    
    
    
    
    
    
    
    584,806
    
    
    
    
    
    
    
    266,756Retained earnings (deficit):Balance at beginning of year
    
    
    29,467
    
    
    
    
    
    
    
    (17,918
    )
    
    
    
    
    
    
    (53,528
    )Net income (loss)
    
    
    (342,114
    )
    
    $
    (342,114
    )
    
    
    47,394
    
    
    $
    47,394
    
    
    
    35,610
    
    
    $
    35,610Adjustment to adopt FASB Interpretation 48, net of tax
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    Balance at end of year
    
    
    (312,647
    )
    
    
    
    
    
    
    29,467
    
    
    
    
    
    
    
    (17,918
    )Accumulated other comprehensive income (loss):Balance at beginning of year
    
    
    44,303
    
    
    
    
    
    
    
    3,710
    
    
    
    
    
    
    
    (4,379
    )Currency translation of foreign investments
    
    
    
    
    
    
    (44,901
    )
    
    
    
    
    
    
    41,001
    
    
    
    
    
    
    
    8,548Unrealized gain on marketable securities
classified as available for sale, net of tax:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net gain (loss) arising during the period
    
    
    
    
    
    
    (2,087
    )
    
    
    
    
    
    
    1,159Reclassification adjustment for losses
included in net income
    
    
    
    
    
    
    928Unrealized loss on derivative instruments, net of tax
    
    
    
    
    
    
    (1,219
    )
    
    
    
    
    
    
    (1,598
    )
    
    
    
    
    
    
    Adjustment to adopt Statement of Financial
Accounting Standards 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (459
    )Pension benefit obligation
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    Other comprehensive income (loss)
    
    
    (47,411
    )
    
    
    (47,411
    )
    
    
    40,593
    
    
    
    40,593
    
    
    
    8,548
    
    
    
    8,548Total Comprehensive income (loss)
    
    
    
    
    
    $
    (389,525
    )
    
    
    
    
    
    $
    87,987
    
    
    
    
    
    
    $
    44,158Balance at end of year
    
    
    (3,108
    )
    
    
    
    
    
    
    44,303
    
    
    
    
    
    
    
    3,710Treasury stock:Balance at beginning of year
    
    
    (58,695
    )
    
    
    
    
    
    
    (58,295
    )
    
    
    
    
    
    
    (39,928
    )Purchase of treasury stock
    
    
    (1,288
    )
    
    
    
    
    
    
    (400
    )
    
    
    
    
    
    
    (18,367
    )Balance at end of year
    
    
    (59,983
    )
    
    
    
    
    
    
    (58,695
    )
    
    
    
    
    
    
    (58,295
    )Unearned compensation:Balance at beginning of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,125
    )Change in restricted stock unearned compensation, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,125Balance at end of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total shareholders equity
    
    $
    250,564
    
    
    
    
    
    
    $
    600,765
    
    
    
    
    
    
    $
    194,828
 See accompanying notes
 50




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 1. Nature of Business and Summary of Significant Accounting Policies
 Nature of Business
   Principles of Consolidation
  Use of Estimates
  Revenue Recognition
 Revenue
Recognition
  51




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Reporting Revenue Gross as a Principal versus Net as an Agent
  Gross Profit
  Vendor Programs
 Accounting by a Customer (Including a Reseller) for Certain Consideration
Received from a Vendor Application of Issue No. 02-16 by Resellers to Sales
Incentives Offered to Consumers by Manufacturers,
 
    
    Price protection: consideration is received from certain, but not all, suppliers in the
form of a credit memo based on market conditions as determined by the supplier. The amount is
determined based on the difference between original purchase price from the supplier and
revised list price from the supplier. The terms of the price protection varies by supplier and
product, but is typically less than one month from original date of purchase. This amount is
accrued as a reduction of trade accounts payable until a credit memo is received and applied
as a debit to the outstanding accounts payable. This same amount is either a reduction of
inventory cost or is a reduction of cost of sales for those wireless devices already sold.
    
    Volume incentive rebates: consideration is received from certain suppliers when purchase or
sell-through targets are attained or exceeded within a specified time period. The amount of
rebate earned in any financial reporting period is accrued as a vendor receivable, which is
classified as a reduction of trade accounts payable. This same amount is either a reduction of
inventory cost or is a reduction of cost of sales for those devices already sold. In certain
markets, the amount of the rebate is determined based on actual volumes purchased for the
incentive period to date at the established rebate percentage without minimum volume purchase
requirements. In other markets, where the arrangement has a tiered rate structure for
increasing volumes, the rate of the rebate accrual is determined based on the actual volumes
purchased plus reasonable, predictable estimates of future volumes within the incentive
period. In the event the future volumes are not reasonably estimable, the Company records the
incentive at the conclusion of the rebate period or at the point in time when the volumes are
reasonably estimable. Upon expiration of the rebate period an adjustment is recognized through
inventory or cost of sales for devices already sold if there is any variance between estimated
rebate receivable and actual
 52




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 rebate earned. To the extent that the Company passes-through rebates to its customers, the amount is recognized as a liability in the period that it is
probable and reasonably estimable.
    
    Marketing, training and promotional funds: consideration is received from certain suppliers
for cooperative arrangements related to market development, training and special promotions
agreed upon in advance. The amount received is generally in the form of a credit memo, which
is applied to trade accounts payable. The same amount is recorded as a current liability.
Expenditures made pursuant to the agreed upon activity reduce this liability. To the extent that the Company incurs costs in excess of the established supplier fund, the Company recognizes
the amount as a selling expense.
 Cash and Cash Equivalents
  Concentrations of Risk
    Allowance for Doubtful Accounts
  53




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Inventories
  Fair Value of Financial Instruments
  Accounting for Derivative Instruments and Hedging Activities
  Fair Value Measurements
 
    
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for
identical assets or liabilities.
 54




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 
    
    Level 2: Inputs, other than quoted prices, that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.
    
    Level 3: Unobservable inputs that reflect the reporting entitys own assumptions.
  Quoted pricesBalance at
    
    in active
    
    Significant otherDecember 31,
    
    markets
    
    observable2008
    
    (Level 1)
    
    inputs (Level 2)Financial instruments classified as assetsForward foreign currency contracts
    
    $
    63
    
    
    $
    
    
    
    $
    63Financial instruments classified as
liabilitiesInterest rate swaps
    
    $
    4,657
    
    
    $
    
    
    
    $
    4,657Forward foreign currency contracts
    
    
    1,051
    
    
    
    
    
    
    
    1,051
 Property and Equipment
  Impairment of Long-Lived Tangible and Finite-Lived Intangible Assets
 Accounting for the Impairment or Disposal of
Long-Lived Assets
 55




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 2009
    
    
    16,1862010
    
    
    15,6552011
    
    
    14,7902012
    
    
    11,5762013
    
    
    9,539
  Goodwill
 Goodwill and Other Intangible Assets
   Americas
    
    EMEA
    
    Asia-Pacific
    
    TotalBalance at December 31, 2006
    
    $
    611
    
    
    $
    4,584
    
    
    $
    1,781
    
    
    $
    6,976Goodwill from acquisitions
    
    
    48,522
    
    
    
    272,853
    
    
    
    
    
    
    
    321,375Effects of foreign currency fluctuation
    
    
    
    
    
    
    21,101
    
    
    
    194
    
    
    
    21,295Balance at December 31, 2007
    
    $
    49,133
    
    
    $
    298,538
    
    
    $
    1,975
    
    
    $
    349,646Goodwill from acquisitions
    
    
    765
    
    
    
    44,219
    
    
    
    
    
    
    
    44,984Goodwill impairment charge
    
    
    
    
    
    
    (325,947
    )
    
    
    
    
    
    
    (325,947
    )Effects of foreign currency fluctuation
    
    
    
    
    
    
    (16,810
    )
    
    
    (434
    )
    
    
    (17,244
    )Balance at December 31, 2008
    
    $
    49,898
    
    
    $
    
    
    
    $
    1,541
    
    
    $
    51,439
 Foreign Currency Translation
  56




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Income Taxes
  Earnings Per Share
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Income (loss) from continuing operations
    
    $
    (333,431
    )
    
    $
    46,416
    
    
    $
    36,160Discontinued operations, net of income taxes
    
    
    (8,683
    )
    
    
    978
    
    
    
    (550
    )Net Income (Loss)
    
    $
    (342,114
    )
    
    $
    47,394
    
    
    $
    35,610Earnings per share  basic:Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.76
    
    
    $
    0.74Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.78
    
    
    $
    0.73Earnings per share  diluted:Income (loss) from continuing operations
    
    $
    (4.26
    )
    
    $
    0.73
    
    
    $
    0.72Discontinued operations, net of income taxes
    
    
    (0.11
    )
    
    
    0.02
    
    
    
    (0.01
    )Net income (loss)
    
    $
    (4.37
    )
    
    $
    0.75
    
    
    $
    0.71Weighted average shares outstanding for basic earnings per share
    
    
    78,202
    
    
    
    61,174
    
    
    
    49,104Net effect of dilutive stock options, restricted stock units, shares held in
escrow, and restricted stock based on the treasury stock method using
average market price
    
    
    
    
    
    
    2,397
    
    
    
    1,450Weighted average shares outstanding for diluted earnings per share
    
    
    78,202
    
    
    
    63,571
    
    
    
    50,554
   57




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Recently Issued Accounting Pronouncements
 Business
Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  An Amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities
 Operating Segments
    58




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Corporate andAmericas
    
    Asia-Pacific
    
    EMEA
    
    Reconciling Items
    
    Total2008:Distribution revenue
    
    $
    705,229
    
    
    $
    1,143,293
    
    
    $
    2,363,289
    
    
    $
    
    
    
    $
    4,211,811Logistic services revenue
    
    
    184,188
    
    
    
    47,924
    
    
    
    196,555
    
    
    
    
    
    
    
    428,667Total revenue from external customers
    
    $
    889,417
    
    
    $
    1,191,217
    
    
    $
    2,559,844
    
    
    $
    
    
    
    $
    4,640,478Operating income (loss) from continuing operations
    
    $
    38,669
    
    
    $
    24,632
    
    
    $
    (307,823
    )
    
    $
    (33,053
    )
    
    $
    (277,575
    )Depreciation and amortization
    
    
    9,950
    
    
    
    2,143
    
    
    
    23,540
    
    
    
    1,101
    
    
    
    36,734Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    325,947
    
    
    
    
    
    
    
    325,947Capital expenditures
    
    
    4,476
    
    
    
    1,778
    
    
    
    10,981
    
    
    
    4,407
    
    
    
    21,642Total segment assets
    
    
    244,922
    
    
    
    198,779
    
    
    
    690,882
    
    
    
    11,777
    
    
    
    1,146,3602007:Distribution revenue
    
    $
    960,405
    
    
    $
    1,495,234
    
    
    $
    1,422,464
    
    
    $
    
    
    
    $
    3,878,103Logistic services revenue
    
    
    195,028
    
    
    
    36,030
    
    
    
    127,122
    
    
    
    
    
    
    
    358,180Total revenue from external customers
    
    $
    1,155,433
    
    
    $
    1,531,264
    
    
    $
    1,549,586
    
    
    $
    
    
    
    $
    4,236,283Operating income (loss) from continuing operations
    
    $
    43,709
    
    
    $
    32,389
    
    
    $
    17,856
    
    
    $
    (28,748
    )
    
    $
    65,206Depreciation and amortization
    
    
    10,236
    
    
    
    2,537
    
    
    
    11,008
    
    
    
    966
    
    
    
    24,747Capital expenditures
    
    
    10,937
    
    
    
    2,736
    
    
    
    6,132
    
    
    
    442
    
    
    
    20,247Total segment assets
    
    
    354,910
    
    
    
    218,953
    
    
    
    1,339,679
    
    
    
    58,819
    
    
    
    1,972,3612006:Distribution revenue
    
    $
    612,386
    
    
    $
    1,083,659
    
    
    $
    390,335
    
    
    $
    
    
    
    $
    2,086,380Logistic services revenue
    
    
    202,202
    
    
    
    27,487
    
    
    
    98,174
    
    
    
    
    
    
    
    327,863Total revenue from external customers
    
    $
    814,588
    
    
    $
    1,111,146
    
    
    $
    488,509
    
    
    $
    
    
    
    $
    2,414,243Operating income (loss) from continuing operations
    
    $
    41,377
    
    
    $
    19,977
    
    
    $
    10,417
    
    
    $
    (23,116
    )
    
    $
    48,655Depreciation and amortization
    
    
    8,581
    
    
    
    2,188
    
    
    
    893
    
    
    
    572
    
    
    
    12,234Capital expenditures
    
    
    16,873
    
    
    
    1,228
    
    
    
    767
    
    
    
    1,911
    
    
    
    20,779Total segment assets
    
    
    226,634
    
    
    
    371,984
    
    
    
    154,414
    
    
    
    25,321
    
    
    
    778,353
  Information about Geographic Areas:
 2008
    
    
    2007
    
    
    2006Total Revenue (1)AmericasUnited States
    
    $
    829,280
    
    
    $
    1,114,040
    
    
    $
    790,137Other (2)
    
    
    60,137
    
    
    
    41,393
    
    
    
    24,451Total Americas
    
    $
    889,417
    
    
    $
    1,155,433
    
    
    $
    814,588Asia-PacificSingapore
    
    
    732,647
    
    
    
    939,450
    
    
    
    Other (2)
    
    
    458,570
    
    
    
    591,814
    
    
    
    1,111,146Total Asia-Pacific
    
    $
    1,191,217
    
    
    $
    1,531,264
    
    
    $
    1,111,146EMEAGermany
    
    
    453,623
    
    
    
    298,375
    
    
    
    118,050Other (2)
    
    
    2,106,221
    
    
    
    1,251,211
    
    
    
    370,459Total EMEA
    
    $
    2,559,844
    
    
    $
    1,549,586
    
    
    $
    488,509Total
    
    $
    4,640,478
    
    
    $
    4,236,283
    
    
    $
    2,414,243
 59




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 
 (1)
    
    Revenues are attributable to country based on selling location.(2)
    
    Other represents geographic areas that are individually less than 10% of the total
revenue for all operating segments. 2008
    
    
    2007Long-Lived Assets (1)United States
    
    $
    34,765
    
    
    $
    31,868Other
    
    
    21,698
    
    
    
    23,864$
    56,463
    
    
    $
    55,732
 
 (1)
    
    Consists of property and equipment, net of accumulated depreciation. 2. Stock Based Compensation
  Amended 2004 Long-Term Incentive Plan
   Amended and Restated Independent Director Stock Compensation Plan
   Stock Options
  60




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicExercise
    
    Contractual
    
    Value as ofOptions
    
    Price
    
    Life
    
    December 31Outstanding at January 1
    
    
    560,150
    
    
    $
    7.67Granted
    
    
    
    
    
    
    Exercised
    
    
    (17,236
    )
    
    
    2.27Forfeited
    
    
    (20,200
    )
    
    
    10.53Expired
    
    
    (45,450
    )
    
    
    7.84Outstanding at December
31
    
    
    477,264
    
    
    $
    7.73
    
    
    
    1.29
    
    
    $
    Exercisable at December
31
    
    
    413,959
    
    
    $
    7.15
    
    
    
    0.99
    
    
    $
    
  ExercisableWeightedNumber
    
    Average
    
    Weighted
    
    Number
    
    WeightedOutstanding at
    
    Remaining
    
    Average
    
    Outstanding at
    
    AverageRange of
    
    December 31,
    
    Contractual
    
    Exercise
    
    December 31,
    
    ExerciseExercise Prices
    
    2008
    
    Life
    
    Price
    
    2008
    
    Price$5.64    $6.51
    
    
    30,000
    
    
    0.24      years
    
    $
    6.38
    
    
    
    30,000
    
    
    $
    6.38$6.78    $6.78
    
    
    198,118
    
    
    1.13      years
    
    
    6.78
    
    
    
    198,118
    
    
    
    6.78$7.08    $7.08
    
    
    5,250
    
    
    1.42      years
    
    
    7.08
    
    
    
    5,250
    
    
    
    7.08$7.48    $7.48
    
    
    152,100
    
    
    1.01      years
    
    
    7.48
    
    
    
    152,100
    
    
    
    7.48$8.03    $13.43
    
    
    91,796
    
    
    2.42      years
    
    
    10.67
    
    
    
    28,491
    
    
    
    8.78477,264
    
    
    
    
    
    
    $
    7.73
    
    
    
    413,959
    
    
    $
    7.15
  2007Risk-free interest rate
    
    
    4.88
    %Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    0.51Expected life of the options (years)
    
    
    3.26
 Restricted Stock Units
  WeightedWeighted
    
    Average
    
    AggregateRestricted
    
    Average
    
    Remaining
    
    IntrinsicStock
    
    Exercise
    
    Contractual
    
    Value as ofUnits
    
    Price
    
    Life
    
    December 31Outstanding at January 1
    
    
    910,224
    
    
    $
    Granted
    
    
    791,674
    
    
    
    Released
    
    
    (298,049
    )
    
    
    Forfeited
    
    
    (54,045
    )
    
    
    Outstanding at December
31
    
    
    1,349,804
    
    
    $
    
    
    
    
    1.4
    
    
    $
    5,871,647
 61




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Restricted Stock Awards
  Weighted
    
    WeightedAverage
    
    AverageRestricted
    
    Grant
    
    RemainingStock
    
    Date
    
    ContractualAwards
    
    Fair Value
    
    LifeOutstanding at January 1
    
    
    1,105,509
    
    
    $
    9.36Granted
    
    
    
    
    
    
    Released
    
    
    (358,502
    )
    
    
    8.66Forfeited
    
    
    
    
    
    
    Outstanding at December 31
    
    
    747,007
    
    
    $
    9.70
    
    
    
    4.33
    3. Acquisitions
   Determination of
the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business
Combination
  62




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
  4. Income Tax Expense
  Year ended December 31,2008
    
    2007
    
    2006United States
    
    $
    (3,349
    )
    
    $
    11,944
    
    
    $
    17,428Foreign
    
    
    (304,147
    )
    
    
    35,188
    
    
    
    30,963$
    (307,496
    )
    
    $
    47,132
    
    
    $
    48,391
  2008
    
    2007
    
    2006Tax at U.S. Federal statutory rate
    
    
    34.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local income taxes, net of U.S. Federal benefit
    
    
    (0.2
    )
    
    
    1.8
    
    
    
    (0.2
    )Net benefit of tax on foreign operations
    
    
    (37.3
    )
    
    
    (9.1
    )
    
    
    (9.3
    )Release of valuation allowance
    
    
    (3.5
    )
    
    
    (29.4
    )
    
    
    Other
    
    
    (1.3
    )
    
    
    2.5
    
    
    
    (0.3
    )Effective income tax rate
    
    
    (8.3
    %)
    
    
    0.8
    %
    
    
    25.2
    %
   Year ended December 31,2008
    
    2007
    
    2006Current:Federal
    
    $
    166
    
    
    $
    5,692
    
    
    $
    6,788State
    
    
    330
    
    
    
    1,643
    
    
    
    659Foreign
    
    
    23,520
    
    
    
    16,405
    
    
    
    7,138$
    24,016
    
    
    $
    23,740
    
    
    $
    14,585Deferred:Federal
    
    
    13,472
    
    
    
    (14,664
    )
    
    $
    (1,255
    )State
    
    
    173
    
    
    
    (315
    )
    
    
    (313
    )Foreign
    
    
    (12,088
    )
    
    
    (8,392
    )
    
    
    (786
    )1,557
    
    
    
    (23,371
    )
    
    
    (2,354
    )$
    25,573
    
    
    $
    369
    
    
    $
    12,231
   63




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Year ended December 31,2008
    
    2007Deferred tax assets:Current:Allowance for doubtful accounts
    
    $
    1,440
    
    
    $
    2,334Accrued liabilities and other
    
    
    6,882
    
    
    
    12,631Unrealized losses in Other Comprehensive Income
    
    
    2,210
    
    
    
    Net operating losses and other carryforwards
    
    
    3,231
    
    
    
    Noncurrent:Depreciation and other long-term assets
    
    
    2,302
    
    
    
    1,363Net operating losses and other carryforwards
    
    
    37,627
    
    
    
    30,079Valuation allowance
    
    
    (26,142
    )
    
    
    (8,713
    )Total deferred tax assets
    
    
    27,550
    
    
    
    37,694Deferred tax liabilities:Current:Other current liabilities
    
    
    (127
    )
    
    
    (204
    )Noncurrent:Depreciation
    
    
    (2,221
    )
    
    
    (1,745
    )Intangibles and long-term liabilities
    
    
    (22,063
    )
    
    
    (34,376
    )Total deferred tax liabilities
    
    
    (24,411
    )
    
    
    (36,325
    )Net deferred assets
    
    $
    3,139
    
    
    $
    1,369
    2008
    
    2007Beginning balance
    
    $
    2,231
    
    
    $
    2,173Additions based on tax positions related to the
current year
    
    
    200
    
    
    
    659Additions for tax positions of prior years
    
    
    399
    
    
    
    Reductions for tax positions of prior years
    
    
    (1,096
    )
    
    
    (510
    )Lapse of statute of limitations
    
    
    (63
    )
    
    
    Settlements
    
    
    
    
    
    
    (91
    )Ending balance
    
    $
    1,671
    
    
    $
    2,231
  64




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 5. Restructuring
 Europe Realignment
 Recognition of Liabilities in
Connection with a Purchased Business Combination Business Combinations.
  Europe RealignmentLease
    
    
    AssetEmployee
    
    
    Termination
    
    
    ImpairmentTerminations
    
    
    Costs
    
    
    Charges
    
    
    Other
    
    
    TotalBalance at December 31, 2007
    
    $
    3,336
    
    
    $
    728
    
    
    $
    
    
    
    $
    
    
    
    $
    4,064Restructuring charge
    
    
    1,695
    
    
    
    5,154
    
    
    
    3,041
    
    
    
    
    
    
    
    9,890Dangaard Telecom goodwill adjustment
    
    
    4,373
    
    
    
    10,630
    
    
    
    733
    
    
    
    297
    
    
    
    16,033Foreign currency translation
    
    
    1,688
    
    
    
    (2,353
    )
    
    
    
    
    
    
    
    
    
    
    (665
    )Total activity:
    
    
    11,092
    
    
    
    14,159
    
    
    
    3,774
    
    
    
    297
    
    
    
    29,322Less:Cash usage
    
    
    (7,477
    )
    
    
    (10,550
    )
    
    
    (733
    )
    
    
    
    
    
    
    (18,760
    )Non-cash usage
    
    
    
    
    
    
    (164
    )
    
    
    (3,041
    )
    
    
    (297
    )
    
    
    (3,502
    )Balance at December 31, 2008
    
    $
    3,615
    
    
    $
    3,445
    
    
    $
    
    
    
    $
    
    
    
    $
    7,060
  
    
    A $1.1 million charge to write-off IT projects that were abandoned after the
acquisition of Dangaard Telecom.
    
    A $3.6 million charge associated with the exit of the Companys redundant warehouse and
office facility in Germany
    
    A $3.3 million charge related to the termination of the operating lease for the
Companys European headquarters and related impairment of leasehold improvements
    
    $1.9 million of other lease termination costs and severance costs associated with
previously announced realignment of the Companys operations
 65




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Americas Realignment
   Americas RealignmentLease
    
    
    AssetEmployee
    
    
    Termination
    
    
    ImpairmentTerminations
    
    
    Costs
    
    
    Charges
    
    
    TotalBalance at December 31, 2007
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Restructuring charge
    
    
    1,890
    
    
    
    897
    
    
    
    1,226
    
    
    
    4,013Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total activity:
    
    
    1,890
    
    
    
    897
    
    
    
    1,226
    
    
    
    4,013Less:Cash usage
    
    
    (1,654
    )
    
    
    
    
    
    
    
    
    
    
    (1,654
    )Non-cash usage
    
    
    
    
    
    
    
    
    
    
    (1,226
    )
    
    
    (1,226
    )Balance at December 31, 2008
    
    $
    236
    
    
    $
    897
    
    
    $
    
    
    
    $
    1,133
 2009 Spending and Debt Reduction Plan
  6. Divestitures and Discontinued Operations
 Accounting for the
Impairment or Disposal of Long-Lived Assets
 66




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
  Year ended December 31,2008
    
    2007
    
    2006Revenue
    
    $
    17,570
    
    
    $
    63,992
    
    
    $
    11,130Loss from discontinued operations before income taxes
    
    $
    (10,383
    )
    
    $
    332
    
    
    $
    (305
    )Income tax expense (benefit)
    
    
    (1,116
    )
    
    
    98
    
    
    
    83Loss from discontinued operations (1)
    
    $
    (9,267
    )
    
    $
    234
    
    
    $
    (388
    )Gain (loss) on disposal of discontinued operations
    
    
    584
    
    
    
    744
    
    
    
    (162
    )Total discontinued operations
    
    $
    (8,683
    )
    
    $
    978
    
    
    $
    (550
    )
 
 (1)
    
    Loss on disposal of discontinued operations for the year ended December 31, 2008
includes $8.8 million write-down of inventory related to the locally branded PC notebook
business in Slovakia. There were no impairments of any tangible or intangible assets
related to this business.  7. Property and Equipment
  December 31,2008
    
    
    2007Information systems equipment and software
    
    $
    107,911
    
    
    $
    96,060Furniture and equipment
    
    
    35,161
    
    
    
    31,669Leasehold improvements
    
    
    14,521
    
    
    
    14,387157,593
    
    
    
    142,116Less accumulated depreciation
    
    
    (101,130
    )
    
    
    (86,384
    )$
    56,463
    
    
    $
    55,732
  8. Lease Arrangements
   Year ending December 31,2009
    
    
    23,1952010
    
    
    19,8472011
    
    
    17,2002012
    
    
    10,4162013
    
    
    3,409Thereafter*
    
    
    34,165$
    108,232
 
 *
    
    Includes approximately $25.3 million related to the Companys 495,000 square foot facility
located in Plainfield, Indiana, for which the initial lease term expires in 2019. The minimum
lease payments increase every three years on the Plainfield 67




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 
 lease agreement. The Company
recognizes rent expense on a straight-line basis, which results in deferred rent during the
portion of the lease term in which payments are less than the expense recognized. As a result,
the Company has a deferred
rent liability for the Plainfield lease of $5.8 million and $5.7 million at December 31, 2008 and
2007 which is included as a component of Other long-term liabilities in the Consolidated
Balance Sheets. 9. Borrowings
  Gross
    
    
    
    
    
    Letters of Credit &
    
    NetAvailability
    
    Outstanding
    
    Guarantees
    
    AvailabilityGlobal Term Loans
    
    $
    174,106
    
    
    $
    174,106
    
    
    $
    
    
    
    $
    Global Credit Facility
    
    
    300,000
    
    
    
    1,501
    
    
    
    291
    
    
    
    298,208Other
    
    
    52,024
    
    
    
    798
    
    
    
    4,825
    
    
    
    46,401Total
    
    $
    526,130
    
    
    $
    176,405
    
    
    $
    5,116
    
    
    $
    344,609
      68




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 Year ending December 31,2009
    
    $
    7982010
    
    
    22,4912011
    
    
    88,3812012
    
    
    64,7352013
    
    
    $
    176,405
  10. Guarantees
 Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others,
    Year EndedDecember 31,2008
    
    2007January 1
    
    $
    3,944
    
    
    $
    3,063Warranty liability assumed from Dangaard
    
    
    
    
    
    
    3,308Provision for product warranties
    
    
    2,015
    
    
    
    5,611Settlements during the period
    
    
    (5,424
    )
    
    
    (8,038
    )December 31
    
    $
    535
    
    
    $
    3,944
 69




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 11. Shareholders Equity
  Treasury Stock
  12. Employee Benefit Plans
  Employers Accounting for Pensions
 December 31,2008
    
    2007Accrued benefit liability
    
    $
    (3,155
    )
    
    $
    (2,304
    )Deferred tax asset
    
    
    366
    
    
    
    280Accumulated other comprehensive loss
    
    
    560
    
    
    
    428Net periodic benefit cost
    
    
    633
    
    
    
    616
  13. Legal Proceedings and Contingencies
 LN Eurocom
   70




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 German value-added tax authorities
 Finanzamt Flensburg,
 1.
    
    Dangaard Telecoms subsidiary, Dangaard Telecom Denmark A/S, received an assessment
from the Finanzamt claiming that local German VAT should be applied on sales made by
Dangaard Telecom Denmark A/S to two specific German customers in 1997 and 1998. Finanzamt
claimed approximately $2.9 million. The case had been in
abeyance waiting
for a principal decision or settlement involving similar cases
pending in the Supreme Tax Court of Germany. The Finanzamt has
accepted the German Supreme Tax Courts decision in these
similar pending cases and the tax assessments have been cancelled in
the Companys favor.2.
    
    Dangaard Telecoms subsidiary, Dangaard Telecom Denmark A/S, received a notice from the
Finanzamt claiming that local German VAT should be applied on all sales made by Dangaard
Telecom Denmark A/S to German customers during the years 1999 to 2004. Finanzamt claimed
approximately $8.1 million. The case had been in
abeyance waiting
for a principal decision or settlement involving similar cases
pending in the Supreme Tax Court of Germany. The Finanzamt has
accepted the German Supreme Tax Courts decision in these
similar pending cases and the tax assessments have been cancelled in
the Companys favor.
 Fleggaard group of companies
  Norwegian tax authorities
  German tax authorities
  71




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 14. Quarterly Results of Operations (Unaudited)
 2008
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    1,191,699
    
    
    $
    1,212,730
    
    
    $
    1,209,969
    
    
    $
    1,026,081Gross profit
    
    
    90,744
    
    
    
    88,225
    
    
    
    86,948
    
    
    
    80,807Income (loss) from continuing operations
    
    
    2,319
    
    
    
    2,596
    
    
    
    6,027
    
    
    
    (344,372
    )Net income (loss)
    
    
    775
    
    
    
    (2,331
    )
    
    
    5,479
    
    
    
    (346,037
    )Earnings per share-basic:Income (loss) from continuing operations
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.08
    
    
    $
    (4.36
    )Net income (loss)
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    0.07
    
    
    $
    (4.38
    )Earnings per share-diluted:Income (loss) from continuing operations
    
    $
    0.03
    
    
    $
    0.03
    
    
    $
    0.07
    
    
    $
    (4.36
    )Net income (loss)
    
    $
    0.01
    
    
    $
    (0.03
    )
    
    $
    0.06
    
    
    $
    (4.38
    )
 2007
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    631,439
    
    
    $
    837,315
    
    
    $
    1,160,682
    
    
    $
    1,606,847Gross profit
    
    
    32,638
    
    
    
    40,989
    
    
    
    77,746
    
    
    
    118,000Income from continuing operations
    
    
    1,874
    
    
    
    17,441
    
    
    
    13,020
    
    
    
    14,081Net income
    
    
    1,850
    
    
    
    17,688
    
    
    
    12,962
    
    
    
    14,893Earnings per share-basic:Income from continuing operations
    
    $
    0.04
    
    
    $
    0.35
    
    
    $
    0.19
    
    
    $
    0.18Net income
    
    $
    0.04
    
    
    $
    0.36
    
    
    $
    0.19
    
    
    $
    0.19Earnings per share-diluted:Income from continuing operations
    
    $
    0.04
    
    
    $
    0.34
    
    
    $
    0.18
    
    
    $
    0.17Net income
    
    $
    0.04
    
    
    $
    0.35
    
    
    $
    0.18
    
    
    $
    0.18
  
    
    the restructuring charges as more fully described in Note 5 to the Consolidated
Financial Statements;
    
    the $325.9 million goodwill impairment charge recorded in the fourth quarter of
2008 as more fully described in Note 1 to the Consolidated Financial Statements;
    
    and an $18.0 million tax charge in the fourth quarter of 2008 related to
valuation allowances on tax assets that are no longer expected to be utilized.
 15. Accounts Receivable Factoring
 , Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities
   72




---



##### 



Brightpoint, Inc.  Notes to Consolidated Financial Statements
 16. Accumulated Other Comprehensive Income (loss)
  2008
    
    
    2007
    
    
    2006Currency translation of foreign investments
    
    $
    269
    
    
    $
    45,170
    
    
    $
    4,169Unrealized gain on marketable securities
classified as available for sale, net of tax:
    
    
    
    
    
    
    1,159
    
    
    
    Unrealized loss on derivative instruments, net of tax:
    
    
    (2,817
    )
    
    
    (1,598
    )
    
    
    Pension benefit obligation, net of tax:
    
    
    (560
    )
    
    
    (428
    )
    
    
    (459
    )Total accumulated other comprehensive income (loss):
    
    $
    (3,108
    )
    
    $
    44,303
    
    
    $
    3,710
 73




---



##### 



Report of Independent Registered Public Accounting Firm
 
      
 74




---



##### 



Report of Independent Registered Public Accounting Firm
 
        
 75




---



##### 



Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure.
  Item 9A. Controls and Procedures.
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
     76




---



##### 



Audit Committee Oversight
  Item 9B. Other Information.
  77




---



##### 



PART III
 Item 10. Directors and Executive Officers of the Registrant.
  Code of Business Conduct
  Item 11. Executive Compensation.
  Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
  Item 13.
Certain Relationships and Related Transactions, and Director
Independence.
  78




---



##### 



Item 14. Principal Accountant Fees and Services.
  PART IV
 Item 15. Exhibits and Financial Statement Schedules.
       ExhibitNumber
    
    Description2.1
    
    Agreement for the Sale and Purchase of the entire issued share capital of Brightpoint (Ireland) Limited dated
February 19, 2004(11)2.2
    
    Plan and Agreement of Merger between Brightpoint, Inc. and Brightpoint Indiana Corp. dated April 23, 2004(13)2.3
    
    Agreement for the Sale and Purchase of 100% of the Securities of Brightpoint France and Transfer of Shareholder
Loan(24)2.4
    
    Stock Purchase Agreement by and between Brightpoint Holdings B.V. and John Alexander Du Plessis Currie, the sole
shareholder of Persequor Limited effective as of January 1, 2006(25)**2.5
    
    Asset Purchase Agreement dated December 18, 2006 by and among 2601 Metropolis Corp., CellStar Corporation, National
Auto Center, Inc., CellStar Ltd. and CellStar Fulfillment Ltd.(27)2.6
    
    Stock Purchase Agreement dated February 19, 2007 as amended on April 19, 2007, May 17, 2007 and June 15, 2007 by and
among Brightpoint, Inc., Dangaard Holding A/S, Dangaard Telecom A/S and Nordic Capital Fund VI (for purposes of
Sections 6.16 and 12.14 only), consisting of: Nordic Capital VI Alpha, L.P., Nordic Capital Beta, L.P., NC VI
Limited and Nordic Industries Limited and First, Second and Third Amendments thereto. (31)3.1
    
    Restated Articles of Incorporation of Brightpoint, Inc. (formerly Brightpoint Indiana Corp.)(16)3.2
    
    Amended and Restated By-Laws of Brightpoint, Inc. as amended (formerly Brightpoint Indiana Corp.)(34)4.1
    
    Indenture between the Company and the Chase Manhattan Bank, as Trustee dated as of March 11, 1998 (2)4.2
    
    Termination Agreement effective as of January 1, 2006 terminating the Shareholders Agreement by and among
Brightpoint India Private Limited, Brightpoint Holdings B.V. and Persequor Limited dated as of November 1, 2003, as
amended(25)4.1
    
    Shareholder Agreement dated as of July 31, 2007 by and among Brightpoint, Inc. and Dangaard Holding A/S. (32)4.3
    
    Registration Rights Agreement dated as of July 31, 2007 by and among Brightpoint, Inc. and Dangaard Holding A/S. (32)10.1
    
    Rights Agreement, dated as of February 20, 1997, between Brightpoint, Inc. and Continental Stock Transfer and Trust
Company, as Rights Agent(1)10.1.1
    
    Amendment Number 1 to the Rights Agreement by and between Brightpoint, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent, appointing American Stock Transfer & Trust Company dated as of January 4, 1999(4)10.1.2
    
    Amendment Number 2 to the Rights Agreement by and between Brightpoint, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, dated as of April 12, 2004(15)10.2
    
    1996 Stock Option Plan, as amended(8)*10.3
    
    Employee Stock Purchase Plan(5)10.4
    
    Brightpoint, Inc. 401(k) Plan (2001 Restatement)(9)10.5
    
    First Amendment to the Brightpoint, Inc. 401(k) Plan effective January 1, 2002(9)10.6
    
    Brightpoint, Inc. 401(k) Plan, effective October 1, 2002(10)10.7
    
    Amended 2004 Long-Term Incentive Plan(35)*10.7.1
    
    Form of Stock Option Agreement pursuant to 2004 Long-Term Incentive Plan between the Company and Executive
Grantee(12)*10.7.2
    
    Form of Stock Option Agreement pursuant to 2004 Long-Term Incentive Plan between the Company and Non-executive
Grantee(12)*
 79




---



##### 



ExhibitNumber
    
    Description10.7.3
    
    Form of Restricted Stock Unit Award Agreement between the Company and Grantee(12)*10.7.4
    
    Form of Executive Stock Option Agreement with Forfeiture Provision(19)*10.7.5
    
    Form of Executive Restricted Stock Unit Award Agreement with Forfeiture Provision(19)*10.8
    
    Amended and Restated Independent Director Stock Compensation Plan(14)*10.8.1
    
    Summary Sheet of 2007 Director Fees and Named Executive Officer Compensation(30)*10.9
    
    Form of Indemnification Agreement between the Company and Officers(12)10.9.2
    
    Indemnification Agreement between Brightpoint and Mr. V. William Hunt dated February 11, 2004(11)10.10
    
    Amended and Restated Employment Agreement between the Company and Robert J. Laikin dated July 1, 1999(6)*10.10.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Agreement between the Company and Robert J. Laikin
dated July 1, 1999(7)*10.10.2
    
    Amendment No. 2 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(10)*10.10.3
    
    Amendment No. 3 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(11)*10.10.4
    
    Amendment No. 4 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and Robert J.
Laikin dated July 1, 1999(20)*10.10.5
    
    Amendment No. 5 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and Robert
J. Laikin dated July 1, 1999(37)*10.11
    
    Amended and Restated Employment Agreement between the Company and J. Mark Howell dated July 1, 1999(6)*10.11.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Employment Agreement between the Company and J.
Mark Howell dated July 1, 1999(7)*10.11.2
    
    Amendment No. 2 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999 (10)*10.11.3
    
    Amendment No. 3 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999 (11)*10.11.4
    
    Amendment No. 4 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999(20)*10.11.5
    
    Amendment No. 5 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and J. Mark
Howell dated July 1, 1999(37)*10.12
    
    Amended and Restated Employment Agreement between the Company and Steven E. Fivel dated July 1, 1999(6)*10.12.1
    
    Amendment No. 1 dated January 1, 2001 to the Amended and Restated Employment Agreement between the Company and
Steven E. Fivel dated July 1, 1999(7)*10.12.2
    
    Amendment No. 2 dated January 1, 2002 to the Amended and Restated Employment Agreement between the Company and
Steven E. Fivel dated July 1, 1999(9)*10.12.3
    
    Amendment No. 3 dated January 1, 2003 to Amended and Restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(10)*10.12.4
    
    Amendment No. 4 dated January 1, 2004 to Amended and Restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(11)*10.12.5
    
    Amendment No. 5 dated April 7, 2005 to Amended and restated Employment Agreement between the Company and Steven E.
Fivel dated July 1, 1999(20)*10.12.6
    
    Amendment No. 6 dated December 30, 2008 to Amended and restated Employment Agreement between the Company and Steven
E. Fivel dated July 1, 1999(37)*10.13
    
    Lease Agreement between the Company and Airtech Parkway Associates, LLC, dated September 18, 1998(3)10.14
    
    Lease Agreement between Wireless Fulfillment Services, LLC and Harbour Properties, LLC, dated April 25, 2000(7)10.15
    
    Lease Agreement between Brightpoint North America, L.P. and DP Industrial, LLC, dated as of October 1, 2004(17)10.16
    
    Lease Agreement between Wireless Fulfillment Services, LLC and Perpetual Trustee Company Limited, dated November 10,
2004(18)10.17
    
    Credit Agreement dated February 16, 2007 by and among Brightpoint, Inc. (and certain of its subsidiaries identified
therein), Banc of America Securities LLC, as sole lead arranger and book manager, General Electric Capital
Corporation, as syndication agent, ABN AMRO Bank N.V., as documentation agent, Bank of America, N.A., as
administration agent, and the other lenders party thereto(28)*10.17.1
    
    Commitment Increase Agreement dated as of March 30, 2007 among Brightpoint, Inc. (and certain of its subsidiaries
identified therein), the guarantors identified therein, the lenders identified therein, and Bank of America, N.A.,
as administrative agent(30)10.17.2
    
    First Amendment dated July 31, 2007 to Credit Agreement dated February 16, 2007 by and among the Brightpoint, Inc.
(and certain of its subsidiaries identified therein), Banc of America Securities LLC, as sole lead arranger and book
manager, General Electric Capital Corporation, as syndication agent, ABN AMRO Bank N.V., as documentation agent,
Wells Fargo Bank, N.A., as documentation agent, Bank of America, N.A., as administration agent, and the other
lenders party thereto. (32)10.18
    
    Amended and Restated Agreement for Supplemental Executive Retirement Benefit dated as of January 18, 2006 by and
 80




---



##### 



ExhibitNumber
    
    Descriptionbetween Robert J. Laikin and Brightpoint, Inc.(22)*10.19
    
    Amended and Restated Agreement for Supplemental Executive Retirement Benefit dated as of January 18, 2006 by and
between J. Mark Howell and Brightpoint, Inc.(22)*10.20
    
    Amended and Restated Agreement for Supplemental Executive Retirement Benefit dated as of January 18, 2006 by and
between Steven E. Fivel and Brightpoint, Inc.(22)*10.21
    
    Restricted Stock Award Agreement Pursuant to the 2004 Long-Term Incentive Plan of Brightpoint, Inc. dated as of
April 7, 2005 between Brightpoint, Inc. and Robert J. Laikin(20)*10.22
    
    Restricted Stock Award Agreement Pursuant to the 2004 Long-Term Incentive Plan of Brightpoint, Inc. dated as of
April 7, 2005 between Brightpoint, Inc. and J. Mark Howell(20)*10.23
    
    Restricted Stock Award Agreement Pursuant to the 2004 Long-Term Incentive Plan of Brightpoint, Inc. dated as of
April 7, 2005 between Brightpoint, Inc. and Steven E. Fivel(20)*10.24
    
    Employment Agreement between Brightpoint, Inc. and Vincent Donargo dated as of November 9, 2006(30)*Amendment No. 1 dated December 30, 2008 to Employment Agreement between Brightpoint, Inc. and Vincent Donargo dated
November 6, 2006(37)*10.25
    
    Employment Agreement between Brightpoint, Inc. and Anthony W. Boor dated October 17, 2005(21)*Amendment No. 1 dated December 31, 2008 to Employment Agreement between Brightpoint, Inc. and Anthony W. Boor dated
October 17, 2005(37)*10.26
    
    Lease Agreement between the Brightpoint North America L.P. and Opus North Corporation, dated February 9, 2006(23)10.27
    
    Lease Agreement between Brightpoint Services, LLC and Louisville United, LLC(26)10.28
    
    Employment Agreement dated February 23, 2006 between Brightpoint Asia Limited and John Alexander Du Plessis
Currie(25)*10.29
    
    Restricted Stock Award Agreement dated February 23, 2006 between Brightpoint, Inc. and John Alexander Du Plessis
Currie(25)*10.30
    
    Termination Agreement effective as of January 1, 2006 terminating the Management Services Agreement by and between
Brightpoint Asia Limited and Persequor Limited originally dated as of August 7, 2002, as amended and extended on
July 1, 2004(25)10.31
    
    Termination Agreement effective as of January 1, 2006 terminating the Management Services Agreement by and between
Brightpoint India Private Limited and Persequor Limited dated November 1, 2003, as amended(25)10.32
    
    Escrow Agreement dated as of July 31, 2007 by and among Brightpoint, Inc., Dangaard Holding A/S and American Stock
Transfer and Trust Company, as escrow agent(32)10.33
    
    Amended and Restated Employment Agreement between Brightpoint, Inc. and Michael K. Milland, effective as of October
1, 2007. (33)10.33.1
    
    Amendment No. 1 dated December 30, 2008 to Amended and Restated Employment Agreement between Brightpoint, Inc. and
Michael K. Milland, effective as of October 1, 2007. (37)10.34
    
    Relocation Agreement between Brightpoint, Inc. and Michael K. Milland, effective as of October 1, 2007. (33)10.35
    
    Employment Agreement dated November 1, 2008 between Brightpoint Australia Pty Ltd and Raymond Bruce Thomlinson (36)*21
    
    Subsidiaries(37)23
    
    Consent of Independent Registered Public Accounting Firm(37)31.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
implementing Section 302 of the Sarbanes-Oxley Act of 2002(37)31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
implementing Section 302 of the Sarbanes-Oxley Act of 2002(37)32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant Section 906 of the
Sarbanes-Oxley Act of 2002(37)32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002(37)99.1
    
    Cautionary Statements(37)
 
 Footnotes(1)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K, filed March 28, 1997 for the event dated February 20, 1997.(2)
    
    Incorporated by reference to the applicable exhibit filed with Companys Current Report
on Form 8-K filed April 1, 1998 for the event dated March 5, 1998.(3)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998. 81




---



##### 



(4)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Form 10-K
for the fiscal year ended December 31, 1998.(5)
    
    Incorporated by reference to Appendix B filed with the Companys Proxy Statement dated
April 15, 1999 relating to its Annual Shareholders meeting held May 18, 1999.(6)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
report on Form 10-Q for the quarter ended June 30, 1999.(7)
    
    Incorporated by reference to the applicable exhibit filed with Form 10-K/A, Amendment No.
1 to the Companys Form 10-K for the year ended December 31, 2000.(8)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Tender Offer
Statement on Schedule TO dated August 31, 2001.(9)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K for the year ended December 31, 2001.(10)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K for the year ended December 31, 2002(11)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K for the year ended December 31, 2003(12)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004(13)
    
    Incorporated by reference to Appendix E to Brightpoint, Inc.s Proxy Statement dated
April 26, 2004 relating to its Annual Stockholders meeting held June 3, 2004(14)
    
    Incorporated by reference to Appendix C to Brightpoint, Inc.s Proxy Statement dated
April 26, 2004 relating to its Annual Stockholders meeting held June 3, 2004(15)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed April 16, 2004 for the event dated April 12, 2004(16)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report of Form 8-K filed June 3, 2004 for the event dated June 3, 2004(17)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed October 5, 2004 for the event dated October 1, 2004(18)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K for the year ended December 31, 2004(19)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed February 25, 2005(20)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on April 12, 2005(21)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on October 18, 2005(22)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on January 20, 2006(23)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on February 15, 2006(24)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K for the year ended December 31, 2005(25)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006(26)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006(27)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on December 19, 2006(28)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on February 21, 2007(29)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K filed on February 22, 2007(30)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on April 5, 2007 82




---



##### 



(31)
    
    Incorporated by reference to the applicable exhibit filed as Annex A to the Companys
Definitive Proxy Statement on Schedule 14A dated June 20, 2007(32)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on August 2, 2007(33)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on November 6, 2007(34)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Annual
Report on Form 10-K filed on February 29, 2008(35)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Quarterly
Report on Form 10-Q filed on August 5, 2008(36)
    
    Incorporated by reference to the applicable exhibit filed with the Companys Current
Report on Form 8-K filed on November 21, 2008(37)
    
    Filed herewith*
    
    Denotes management compensation plan or arrangement.**
    
    Portions of this document have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment, which was granted
under Rule 24b-2 of the Securities Exchange Act of 1934. 83




---



##### 



SIGNATURES
  Brightpoint, Inc.By:
    /s/ Robert J. LaikinRobert J. LaikinChairman of the Board and
Chief Executive Officer   Signature
    
    Title
    
    Date/s/ Robert J. Laikin

Robert J. Laikin
    
    Chairman of the Board Chief
Executive Officer and Director (Principal
Executive Officer)
    
    February 24, 2009/s/ Anthony W. Boor

Anthony W. Boor
    
    Executive Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
    
    February 24, 2009/s/ Vincent Donargo

Vincent Donargo
    
    Senior Vice President, Corporate Controller,
Chief Accounting Officer
(Principal Accounting Officer)
    
    February 24, 2009/s/ Jan Gesmar-Larsen

Jan Gesmar-Larsen
    
    Director
    
    February 24, 2009/s/ Eliza Hermann

Eliza Hermann
    
    Director
    
    February 24, 2009/s/ Jorn P. Jensen

Jorn P. Jensen
    
    Director
    
    February 24, 2009/s/ Thorleif Krarup

Thorleif Krarup
    
    Director
    
    February 24, 2009/s/ Marisa E. Pratt

Marisa E. Pratt
    
    Director
    
    February 24, 2009/s/ Richard W. Roedel

Richard W. Roedel
    
    Director
    
    February 24, 2009/s/ Jerre L. Stead

Jerre L. Stead
    
    Director
    
    February 24, 2009/s/ K.P. Wilska

K.P. Wilska
    
    Director
    
    February 24, 2009
 84




---



##### 



BRIGHTPOINT, INC.
 SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 Col. A
    
    
    Col. B
    
    
    Col. C
    
    
    Col. D
    
    
    Col. EBalance at
    
    
    Charged to
    
    
    Charged to
    
    
    
    
    
    
    Balance atBeginning
    
    
    Costs and
    
    
    Other
    
    
    
    
    
    
    EndDescription
    
    of Period
    
    
    Expenses
    
    
    Accounts (1)
    
    
    Deductions
    
    
    of Period(Amounts in thousands)Year ended December 31, 2008:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    17,157
    
    
    $
    2,793
    
    
    $
    
    
    
    $
    (8,733
    )
    
    $
    11,217Restructuring reserves
    
    $
    4,064
    
    
    
    13,904
    
    
    
    16,033
    
    
    
    (25,808
    )
    
    
    8,193Total
    
    $
    21,221
    
    
    $
    16,697
    
    
    $
    16,033
    
    
    $
    (34,541
    )
    
    $
    19,410Year ended December 31, 2007:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    4,926
    
    
    $
    2,992
    
    
    $
    9,424
    
    
    $
    (185
    )
    
    $
    17,157Restructuring reserves
    
    
    
    
    
    
    8,661
    
    
    
    19,361
    
    
    
    (23,958
    )
    
    
    4,064Total
    
    $
    4,926
    
    
    $
    11,653
    
    
    $
    28,785
    
    
    $
    (24,143
    )
    
    $
    21,221Year ended December 31, 2006:Deducted from asset accounts:Allowance for doubtful accounts
    
    $
    3,621
    
    
    $
    1,390
    
    
    $
    
    
    
    $
    (85
    )
    
    $
    4,926
 
 (1)
    
    Includes allowance for doubtful accounts assumed in the acquisition of Dangaard Telecom
and additional liabilities recognized as liabilities assumed in the business combination
and included in the allocation of the acquisition costs in accordance with EITF 95-3,
Recognition of Liabilities in Connection with a Purchased BusinessCombination, as more
fully described in Note 3 to the Consolidated Financial Statements. 85